denies any liability to the Plaintiffs or to members of the putative class. The Parties have reached a

Transcription

1

2 0 0 denies any liability to the Plaintiffs or to members of the putative class. The Parties have reached a settlement, and have submitted for this Court s approval the Joint Statement of Class Action Settlement and Release ( Settlement or Settlement Agreement ), attached hereto as Exhibit. On June, 0, this Court entered an Order Granting Preliminary Approval of Class Action Settlement. The Court also provisionally certified the following Settlement Class (the Class ) for settlement purposes only: The Settlement Class collectively refers to: () the Main Class, defined as all individuals who are currently employed, or formerly were employed, as properly non-exempt janitorial employees of Defendant in California during the Class Period; and () the Mileage Sub-Class, defined as all individuals who are currently employed, or formerly were employed, as properly non-exempt janitorial employees of Defendant in California during the Class Period who were required to use their personal vehicles for work-related purposes; specifically, to travel between worksites during their shifts. The Order directed the parties to provide notice to the Class Members, and found that the Notice to the Settlement Class adequately informed Class Members of all material terms of the Settlement Agreement, that the proposed methods of distributing the Notice to Class Members via first class mail would provide the best practicable notice to Class Members, and that the Notice and methods of distribution comply fully with California and federal law. Upon notice having been given as required by the Preliminary Approval Order, and having considered the proposed Settlement Agreement, as well as papers filed, the Court hereby ORDERS, ADJUDGES AND DECREES AS FOLLOWS:. This Court has jurisdiction over the subject matter of the above-captioned action and over all parties to the action, including all members of the Settlement Class.. The Court finds that the Settlement Class is properly certified as a class for settlement purposes.. The Notice provided to the Settlement Class conforms with the requirements of California Code of Civil Procedure section, California Civil Code section, California Rules of Court. and., the California and United States Constitutions, and other applicable law, and constitutes the best notice practicable under the circumstances, by providing individual -- Case No [PROPOSED] ORDER AND JUDGMENT GRANTING FINAL APPROVAL OF CLASS ACTION SETTLEMENT

3 0 0 notice to all Class Members who could be identified through reasonable effort, and by providing due and adequate notice of the proceedings and of the matters set forth therein to the other Class Members. The Notice fully satisfied the requirements of due process.. The Court finds the Settlement was entered into in good faith, that the Settlement is fair, reasonable and adequate, and that the Settlement satisfies the standards and applicable requirements for final approval of this class action Settlement under California law, including the provisions of California Code of Civil Procedure section and California Rule of Court... As of the filing date of Plaintiffs Motion for Final Approval, no Class Member had objected to the terms of the Settlement.. As of the filing date of Plaintiffs Motion for Final Approval, twelve () Class Members properly requested exclusion from the Settlement, and have thus been excluded and are not bound by the Judgment in this action.. Upon entry of this Order, compensation to the participating members of the Class shall be effected pursuant to the terms of the Settlement Agreement.. The Court hereby approves the appointment of the law firms of Sundeen Salinas & Pyle and the Law Offices of Aleksey G. Tovarian as Class Counsel.. The Court hereby approves the appointment of Plaintiffs Volodymyr Rybakov and Lyubov Rybakova as Class Representatives. 0. In recognition of Plaintiffs efforts on behalf of the Settlement Class, the Court hereby approves the payment of incentive awards to the Class Representatives in the amount of $0,000 total ($0,000 each) to Plaintiffs Volodymyr Rybakov and Lyubov Rybakova, which they will receive in addition to any recovery they may receive under the Settlement.. The Court hereby approves the payment of $,000 to RG/ Claims Administration LLC for the costs of administering the settlement.. The Court hereby approves the payment to Class Counsel of attorneys fees in the amount of $,0 and reimbursement of litigation expenses in the amount of $,000.. Upon the Effective Date (the date of entry of this Order), the Plaintiffs and all -- Case No [PROPOSED] ORDER AND JUDGMENT GRANTING FINAL APPROVAL OF CLASS ACTION SETTLEMENT

4

5

6 Exhibit

7 0 0 HUNTER PYLE, SBN RACHEL EVANS, SBN SUNDEEN SALINAS & PYLE Thirteenth Street, th Floor Oakland, California Telephone: (0) -0 Facsimile: (0) - hpyle@ssrplaw.com, revans@ssrplaw.com ALEX G. TOVARIAN, SBN LAW OFFICES OF ALEKSEY G. TOVARIAN Union Street, Suite 0 San Francisco, CA Telephone: () -0 Facsimile: () tovarianlaw@gmail.com Attorneys for Plaintiffs VOLODYMYR RYBAKOV AND LYUBOV RYBAKOVA ANTHONY OCEGUERA, SBN HOLDEN LAW GROUP Lincoln Way Auburn, CA 0-00 Telephone: (0) -00 Facsimile: (0) -00 Attorney for Defendant BISSELL BROS., INC. IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SACRAMENTO UNLIMITED JURISDICTION VOLODYMYR RYBAKOV and LYUBOV RYBAKOVA, individuals, on behalf of themselves and others similarly situated, v. Plaintiffs, BISSELL BROS., INC., a California corporation, and DOES ONE through FIFTY, inclusive, Defendants. Case No: JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

8 0 0 Subject to the approval of the Court pursuant to Federal Rule of Civil Procedure, Plaintiffs VOLODYMYR RYBAKOV and LYUBOV RYBAKOVA ( Plaintiffs ), on behalf of themselves and others similarly situated, enter into this Agreement with Defendant BISSELL BROS., INC. ( Defendant ) (Plaintiffs and Defendant are collectively the Parties ) to settle this Action and subject to the terms and conditions described below. I. DEFINITIONS. Unless otherwise defined herein, capitalized terms used in this Joint Stipulation of Class Action Settlement and Release ( Joint Stipulation or Settlement Agreement ) shall have the meanings set forth below: a. Action refers to the state court action filed in the Superior Court of California, Sacramento County on September, 0, entitled VOLODYMYR RYBAKOV and LYUBOV RYBAKOVA, individuals, on behalf of themselves and others similarly situated v. BISSELL BROS., INC., a California corporation, and DOES one through FIFTY, inclusive, Case Number b. Class or Class Members is defined as all individuals who fall within the definition of the Settlement Classes, defined in paragraph.u. below. c. Class Counsel shall collectively refer to Hunter Pyle, Mana Barari and Rachel Evans of Sundeen Salinas & Pyle and Alex G. Tovarian of the Law Offices of Aleksey G. Tovarian. d. Class Period shall mean September, 00 through the Preliminary Approval Date. e. Class Representatives shall refer to Plaintiffs Volodymyr Rybakov and Lyubov Rybakova. f. Class Representative Enhancement shall refer to a payment to the Class Representatives for their services in this Action and as consideration for their general release of all individual claims against Defendant. g. Court refers to the Sacramento County Superior Court, the Honorable Alan G. Perkins presiding. -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

9 h. Defense Counsel shall refer to Anthony Oceguera of Holden Law Group. i. Effective Date means the last to occur of the following: i. if there are no objections to the Settlement, then the Final Approval Date; 0 ii. iii. if there are one or more objections to the Settlement, and if an appeal, review or writ is not sought from the Final Judgment, the 0th day after entry of the Final Judgment; or if an appeal, review or writ is sought from the Final Judgment, the day after the Final Judgment is affirmed or the appeal, review or writ is dismissed or denied, and the Final Judgment is no longer subject to further judicial review. 0 j. Final Approval Date means the date the Order Granting Final Approval of Proposed Class Action Settlement is signed by the Court. k. Final Approval Order means the Order Granting Final Approval of Proposed Class Action Settlement. l. Final Approval Hearing means a hearing set by the Court to review the Settlement and determine whether the Court should give final approval to this Settlement, consider any timely objections made pursuant to the terms of this Settlement, consider the request for attorneys fees and costs submitted by Class Counsel, and consider Plaintiffs request for a Class Representative Enhancement payment. m. Gross Settlement Amount means the sum of two hundred and twenty-two thousand dollars and zero cents ($,000.00) that Defendant agrees to pay to settle this lawsuit and shall include attorneys fees and costs (not to exceed percent of the Gross Settlement Amount in attorneys fees and up to $, in costs), the Class Representative Enhancement (not to exceed $0, total, or $0, for each Class Representative), and Settlement Administrator Costs, not to exceed $, The Gross Settlement Amount excludes Defendant s share of payroll taxes, which shall be calculated by the Settlement Administrator and provided to Defendant within 0 days of the Effective Date. -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

10 0 0 n. Net Settlement Fund shall be the remainder of the Gross Settlement Amount after deductions for attorneys fees and costs, the Class Representative Enhancement, and Settlement Administrator Costs. The Net Settlement Fund shall be established by the Settlement Administrator for the benefit of Class Members and from which Class Members shall be paid. o. Notice shall mean the Notice of Class Action Settlement, substantially in the form attached hereto as Exhibit A, which the Settlement Administrator will mail to each Class Member explaining the terms of the Settlement. Exhibit A is the notice approved by the Parties and subject to Court approval. p. Preliminary Approval Date means the date the Order Granting Preliminary Approval of Proposed Class Action Settlement is signed by the Court. q. Preliminary Approval Order means the Order Granting Preliminary Approval of Proposed Class Action Settlement. r. Released Parties or Releasees means defendant Bissell Bros, Inc., and all present and former parent companies, subsidiaries, divisions, related or affiliated companies, shareholders, officers, directors, employees, agents, attorneys, insurers, successors and assigns, and any individual or entity which could be jointly liable with Defendant, or any of them, and their counsel of record. s. Settlement Administrator shall be a third-party claims administrator agreed upon by the Parties to perform the customary duties of a Settlement Administrator including, but not limited to, the duties enumerated in this Settlement. The final selection shall be subject to Court approval. t. Settlement Administrator Costs shall mean the total cost of third-party administration in order to ultimately make all payments to Class Members. Settlement Administrator Costs include all costs of administering the Settlement, including but not limited to all tax document preparation, custodial fees, and accounting fees; all costs and fees associated with preparing, issuing and mailing any and all notices and other correspondence to Class Members, all costs and fees associated with computing, processing, reviewing, and distributing the Net Settlement Fund, and resolving disputed claims; all costs and fees associated with calculating tax withholdings and payroll -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

11 0 0 taxes and making related payment to federal state tax authorities and issuing tax forms relating to payments made under the Settlement; all costs and fees associated with any other payments to be made out of or into the Net Settlement Fund; all costs and fees associated with preparing any tax returns and any other filings required by any governmental taxing authority or agency; all costs and fees associated with preparing any other notices, reports, or filings to be prepared in the course of administering disbursements from the Net Settlement Fund; and any other costs and fees incurred and/or charged by the Administrator in connection with the execution of its duties under this Agreement. u. Settlement Class refers to the Main Class and the Mileage Sub-Class. i. The Main Class refers to all individuals who are currently employed, or formerly were employed, as properly non-exempt janitorial employees of Defendant in California during the Class Period (approximately employees). ii. The Mileage Sub-Class refers to all individuals who are currently employed, or formerly were employed, as properly non-exempt janitorial employees of Defendant in California during the Class Period who were required to use their personal vehicles for work-related purposes; specifically, to travel between worksites during their shifts (approximately employees). II. PROCEDURAL HISTORY. On September, 0, Plaintiff filed this case in Sacramento County Superior Court on behalf of California residents who are or have been employed as janitors for Defendant during the period commencing September, 00 through the present. The Complaint stated the following causes of action: () failure to pay overtime premiums; () failure to pay all earned wages owed; () failure to maintain accurate record of hours worked; and () unlawful business practices. Plaintiffs were initially represented by the Law Office of Alex G. Tovarian.. Since the filing of the complaint, there has only been one case management conference, whereby the court directed the parties to investigate their claims and defenses and return -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

12 0 0 when prepared to set a schedule for class certification. No trial date has been set in this case and discovery remains open. The parties have not yet returned to the court to set a schedule for class certification. The case has been designated complex and is currently before Judge Alan G. Perkins.. The Parties engaged in discovery and length meet and confer processes for several months.. In order to assist with the complicated and voluminous discovery produced, Mr. Tovarian sought out the assistance of other counsel more experienced in wage and hour class action litigation. Sundeen Salinas & Pyle associated in as co-counsel for Plaintiffs in March 0.. Class Counsel engaged in a thorough review of documents produced by Defendant and learned of additional wage and hour claims for mileage reimbursement, meal break violations and split shift premiums.. Class Counsel met and conferred with Defendant regarding amending the complaint, and Counsel for Defendant indicated that Defendant would not stipulate to allow Plaintiffs to file a First Amended Complaint ( FAC ).. Plaintiffs then filed a motion for leave to amend on April, 0. Defendant opposed this motion. The court granted Plaintiffs motion on July, 0, and Plaintiffs filed the FAC on July, 0.. The FAC states the following causes of action: () failure to pay overtime premiums; () failure to pay all earned wages owed; () failure to maintain accurate record of hours worked; () failure to reimburse business expenses; () failure to pay split shift premiums; () failure to provide off-duty meal periods; and () unlawful business practices. 0. Mediation was conducted with Judge Cecily Bond on February, 0. Counsel for the Parties fully briefed their positions to the mediator. After extensive arms-length negotiations by and among the Parties on February, 0, the Parties reached this Settlement. III. INVESTIGATION IN THE CLASS ACTION. The Parties conducted a thorough investigation into the facts and law during the prosecution of the Action. The Parties engaged in written discovery for several months after the filing of the original complaint. Plaintiffs propounded written discovery on Defendant and responded to -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

13 0 0 discovery propounded by Defendant. In March 0, the parties began the meet and confer process regarding Defendant s refusal to provide the complete class list, including contact information for the Class. In June 0, the parties began a lengthy meet and confer process regarding the subpoena duces tecum for the paystubs of the proposed class members in this action. In May 0, the parties again attempted to meet and confer regarding the production of paystubs of the proposed class.. From approximately August through September 0, Plaintiffs received and reviewed more than,000 pages of the timecards of the proposed class members. Due to the complicated and voluminous nature of discovery, Mr. Tovarian sought the assistance of other counsel.. Upon associating with co-counsel Sundeen Salinas & Pyle in March 0, Class Counsel engaged in a thorough review of documents produced by defendants. Through this review, Class Counsel discovered the potential additional claims.. Class Counsel immediately spoke to the named Plaintiffs to confirm the basis for these claims. Class Counsel then decided to amend the complaint to include the additional claims.. Class Counsel met and conferred with Defendant regarding the amended complaint, and Counsel for Defendant indicated that Defendant would not stipulate to allow Plaintiffs to file a first amended complaint.. Plaintiffs then filed a motion for leave to amend on April, 0. Defendant opposed this motion. The court granted Plaintiffs motion on July, 0, and Plaintiffs filed the amended complaint on July, 0.. Immediately after filing the FAC, Plaintiffs noticed depositions for the custodian of records and person most knowledgeable regarding Defendant s compensation and timekeeping policies and practices.. During the meet and confer process regarding Plaintiffs notice of depositions, the Parties agreed to an informal discovery plan that would allow them to move forward with private mediation. Class Counsel informally requested several categories of information from Defendant that it required in order to evaluate the potential damages and participate meaningfully in mediation. Defendant provided data going through approximately July Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

14 0 0. Class Counsel closely reviewed a sample of the data provided by Defendant in order to determine the amount of damages potentially available to Class Members. 0. Given the labor intensive nature of the claims and the extended Class Period, Plaintiffs retained forensic consultant Hemming Morse to calculate Defendant s potential exposure. Hemming Morse spent more than a month reviewing approximately,000 pages of data. Class Counsel worked closely with Hemming Morse to evaluate the data and determine under what circumstances a potential violation could be identified.. Using the data report created by Hemming Morse, Plaintiffs fully briefed their position to the mediator. Defendant also performed its own calculations and analysis and briefed their position to the mediator. The parties exchanged briefs prior to mediation.. The Parties attended mediation with Judge Cecily Bond on February, 0 in Sacramento. After extensive arms-length negotiations, the Parties reached this Settlement. IV. BENEFITS OF SETTLEMENT TO CLASS MEMBERS. Based on an independent investigation and evaluation, Class Counsel are of the opinion that the Settlement with Defendant for the consideration and on the terms set forth in this Joint Stipulation is fair, reasonable, and adequate, and is in the best interest of the Class Members in light of all known facts and circumstances, including the risk of significant delay, the risk that if this matter is litigated a Class may not be certified by the Court or that it may later be decertified, the risk that Defendant will prevail on its defenses, as well as potential appellate issues.. The Parties agree to cooperate and take all steps necessary and appropriate to obtain preliminary and final approval of this Settlement, to effectuate its terms, and to dismiss the Action with prejudice. V. DEFENDANT S REASONS FOR SETTLEMENT. Defendant has concluded that any further defense of this litigation would be protracted and expensive, and negatively impact Defendant s current business operations. Substantial amounts of time, energy, and resources of Defendant have been and, unless this settlement is approved, will continue to be devoted to the defense of the Claims asserted by Plaintiffs. Defendant has, therefore, -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

15 0 0 agreed to settle in the manner and upon the terms set forth in this Settlement Agreement to put to rest the Claims set forth in the Action and to limit the expense of the continued litigation. VI. PLAINTIFFS CLAIMS. Plaintiffs continue to claim that all of the Released Claims (as defined in section XI) have merit and give rise to liability on the part of Defendants. Neither this Settlement Agreement nor any documents referred to herein, nor any action taken to carry out this Settlement Agreement is, or may be construed as, an admission against Plaintiff as to the merits or lack thereof of the claims asserted. VII. TERMS OF THE SETTLEMENT. Settlement Payment a. Defendant agrees to pay two hundred twenty-two thousand dollars and zero cents ($,000.00) to settle the Action, which shall include attorneys fees and costs, the Class Representative Enhancement, and court-approved costs of settlement administration. b. Defendant shall transfer the full amount of the Gross Settlement Amount to the Settlement Administrator within calendar days of the Final Approval Date. c. Within 0 calendar days of the Effective Date, the Settlement Administrator will transmit the payments for attorneys fees and costs and the Class Representative Enhancement to Class Counsel. d. Within 0 calendar days of the Effective Date, the Settlement Administrator will mail the payments to the Class Members who have not opted out from the Settlement by submitting valid and timely exclusion forms.. Payments and Distribution a. It is understood between the Parties that this is not a Claims-Made Settlement. This means that Class Members will receive a portion of the Net Settlement Fund as long as they do not opt-out of the Settlement by submitting valid and timely exclusion forms to the Settlement Administrator, as set forth below and as explained in the Notice. b. The Main Class and Mileage Sub-Class will each be allocated 0 percent of the Net Settlement Fund. -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

16 0 0 c. Main Class. Each member of the Main Class will receive a share of the Net Settlement Fund allocated to the Main Class ( Main Class Settlement Amount ) based on their length of employment with Defendant. Payments to the Main Class will be characterized as one-third wages, one-third penalties, and one-third interest. Withholdings shall be taken only from the one-third payments designated as wages, and Bissell Bros. will pay all applicable payroll taxes on that amount. d. In order to calculate each Main Class Member s share of the settlement, the Settlement Administrator will use the following formulas: i. Each Main Class Member s numerator shall be the total number of work weeks worked during the Class Period; ii. The denominator shall be the aggregate amount of all numerators; iii. Each Main Class Member s proportionate share of the settlement shall be the Class Member s numerator divided by the denominator; iv. The Settlement Administrator will multiply the amount of the Net Settlement Fund allocated to the Main Class by each Class Member s proportionate share of the settlement numerator to determine that Class Member s settlement award. e. Mileage Sub-Class. Each member of the Mileage Sub-Class will receive a share of the Net Settlement Fund allocated to the Mileage Sub-Class ( Mileage Sub-Class Settlement Amount ) based on their estimated miles driven between job locations during the Class Period. Calculation of miles shall be based on the driving distance between job locations. Current employees shall be compensated for work weeks up until the Preliminary Approval Date. Mileage Sub-Class members are entitled to receive a share of the Mileage Sub-Class Settlement Amount in addition to a share of the Main Class Settlement Amount. Such payments are not taxable wages, and no withholdings shall be taken out of any such payment. f. In order to calculate each Mileage Sub-Class Member s share of the settlement, the Settlement Administrator will use the following formulas: i. Each Mileage Sub-Class Member s numerator shall be the total number of miles they drove between worksites during the Cass Period, according to -0- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

17 0 0 Defendant s records; ii. The denominator shall be the aggregate amount of all miles driven by all Mileage Sub-Class Members between worksites during the Class Period, according to Defendant s records; iii. Each Mileage Sub-Class Member s proportionate share of the settlement shall be the Sub-Class Member s numerator divided by the denominator; iv. The Settlement Administrator will multiply the amount of the Net Settlement Fund allocated to the Mileage Sub-Class by each Sub-Class Member s proportionate share of the settlement numerator to determine that Sub-Class Member s settlement award. g. As soon as practicable, the Settlement Administrator will notify Defense Counsel of how much Defendant owes in payroll taxes. Within 0 days of such notice, Defendant will remit to the Settlement Administrator a check in the amount of the payroll taxes owed. The Settlement Administrator will then pay the Defendant s payroll taxes to the appropriate governmental entities. h. The Settlement Administrator will calculate the individual settlement awards to eligible Class Members. Defendant will provide the dates of employment for each Class Member in a class position during the Class Period. Fractional work weeks shall be rounded up. Class Members who worked less than one work week will be credited with one work week. Current employees will be credited for work weeks up until the Preliminary Approval Date. Class Members will also be notified whether they are included in the Mileage Sub-Class based on Defendant s records, and if so, how many miles they drove while employed by Defendant during the Class Period. Plaintiff will provide mileage calculations for each Mileage Sub-Class member in a class position from September, 00 to July 0. Defendant will provide mileage calculations for each Mileage Sub-Class member in a class position from July 0 up until the Preliminary Approval Date. Fractional miles shall be rounded up. i. Checks issued to Class Members pursuant to this Settlement shall remain negotiable for a period of 0 days from the date of mailing. Class Members who fail to negotiate (i.e., cash or deposit) their check(s) in a timely fashion shall remain subject to the terms of this -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

18 0 0 Settlement. After the expiration of 0 days, the sum of any un-cashed/un-deposited checks shall revert to the Net Settlement Fund. j. Defendant s data will be presumed to be correct. All compensation disputes will be resolved and decided by the Settlement Administrator and the Settlement Administrator s decision on all compensation disputes will be final and non-appealable. k. Non-Reversion. Under no circumstances will the Gross Settlement Amount or any portion thereof revert back to Defendant.. Attorneys Fees, Costs, and Class Representative Enhancements a. The Action alleges a potential claim for attorneys fees and costs pursuant to, inter alia, California Labor Code sections., (e), 0 and Code of Civil Procedure section 0.. The Parties and Class Counsel agree that any and all such claims for attorneys fees and costs have been settled in this Joint Stipulation subject only to approval by the Court. b. Class Counsel may apply for, and Defendant will not oppose, an award of attorneys fees in an amount up to percent of the Gross Settlement Amount ($,000.00) and costs of up to $,000.00, all of which shall be paid exclusively from the Gross Settlement Amount, and will compensate Class Counsel for all of the work already performed, and expenses already incurred, in the Action and all work remaining to be performed in documenting the Settlement, securing Court approval of the Settlement, administering the Settlement, ensuring that the Settlement is fairly administered and implemented, obtaining dismissal of the Action with prejudice, and defending against any appeals, as well as all associated expenses. c. The substance of Class Counsel s application for attorneys fees and costs is not part of this Settlement and is to be considered separately from the Court s consideration of the fairness, reasonableness, adequacy, and good faith of the settlement of the Action. Any proceedings related to Class Counsel s application for attorneys fees shall not terminate or cancel this Settlement, or otherwise affect the finality of the Final Approval Order. In the event that Class Counsel appeal the Court s decision on fees, the amount of fees approved by the Superior Court and not in dispute shall be distributed to Class Counsel on the 0th day following the Final Approval Date and the amount of fees claimed by Class Counsel that are not approved by the Superior Court and which are subject to -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

19 0 0 an appeal by Class Counsel, if any, shall, on the 0th day following the Final Approval Date, be forwarded to the Settlement Administrator, who will be responsible for keeping those disputed funds until the appeal is resolved and distributing them in accordance with the decision stemming from the appeal. Any such appeal by Class Counsel shall not hold up or in any way delay the distribution of the undisputed Net Settlement Fund to Class Members or the distribution of the undisputed fees to Class Counsel. Defendant will not oppose Class Counsel s fee application in any appellate proceeding as long as the total amount of attorneys fees sought by Class Counsel does not exceed percent of the Gross Settlement Amount. d. In the event that Class Counsel are not awarded their requested fees and costs, in whole or in part, no non-awarded fees or costs shall revert to Defendant, but instead shall revert to the Net Settlement Fund. e. The Class Representative Enhancement is in addition to the Plaintiffs individual settlement awards. In exchange for the Class Representative Enhancement (up to but not to exceed $0, for each Class Representative), the Class Representatives must execute a general release in favor of Defendant. Defendant will not oppose Class Representatives enhancement petition so long as it does not exceed $0, for each Class Representative. An IRS Form 0 will be issued by the Settlement Administrator to the Class Representatives for the Class Representative Enhancement. In the event that the Class Representative Enhancement is not awarded the requested $0, for each Class Representative, in whole or in part, no part of the requested award shall revert to Defendant, but instead shall revert to the Net Settlement Fund. 0. Costs of Settlement Administration. The Settlement Administrator shall be entitled to payment, from the Gross Settlement Amount, for the reasonable costs of administering this settlement up to $, In the event that the Settlement Administrator s reasonable costs of administering this settlement exceed $,000.00, the Settlement Administrator shall file a declaration with the Court explaining the basis for the costs above $, and seeking approval for payment of the additional reasonable costs out of the amount remaining from the Net Settlement Fund. The Settlement Administrator shall not be paid for costs above $, absent Court approval. -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

20 0 0 VIII. NOTICE TO SETTLEMENT CLASS. Payments and Distribution. This Settlement is not a claims-made settlement. Class Members do not need to submit claims in order to participate in the Settlement.. The Notice, attached hereto as Exhibit A and approved by the Court, shall be sent by the Settlement Administrator to the Class Members, by first class mail, within 0 calendar days following the Preliminary Approval Date. The Notice shall notify each Class Member of the dates of employment within the Class Period for which the Class Member will be credited. The Notice shall also notify Class Members whether they are included in the Mileage Sub-Class. Class Members will be given the opportunity to dispute their dates of employment. Class Members who believe they should be included in the Mileage Sub-Class but are not designated as such on the Notice will be given the opportunity to demonstrate that they are entitled to be included in the Mileage Sub-Class. The Settlement Administrator, after consultation with Class Counsel and Defense Counsel, will have the sole authority to resolve all such disputes.. Within 0 calendar days of the Preliminary Approval Date, Defendant will provide the Class Members identifying information to the Settlement Administrator.. In the event there is missing contact information, the Parties will make their best efforts to obtain and provide the approximate, last-known data/information.. Within 0 calendar days of the Preliminary Approval Date, the Settlement Administrator will mail the Notice to the Settlement Class. Class Members will have days in which to postmark objections, disputes, and/or requests for exclusion. The Settlement Administrator will skip-trace returned mail and r within days. Under no circumstances will this extend the period for post-marking objections, disputes, and/or requests for exclusion claims by more than an additional days.. If an envelope so mailed has not been returned within 0 days of the mailing, it will be presumed that the Class Member received the Notice.. Those individuals who do not submit valid and timely requests for exclusion shall be deemed Settlement Class Members. -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

21 0 0. Class Counsel shall provide the Court, at least 0 business days prior to the Final Approval Hearing, a declaration by the Settlement Administrator specifying the due diligence it has undertaken with regard to the mailing of the Notice.. The Settlement Administrator shall be responsible for issuing the payments to Class Members. The Settlement Administrator will file proof of payment with the Court and will serve Class Counsel and Defense Counsel with a copy within 0 calendar days after the Effective Date. The Settlement Administrator shall provide Class Counsel and Defense Counsel with certification that the Gross Settlement Amount was distributed in accordance with this Settlement. 0. All payments shall include a cover letter that explains that the payments are made in settlement of the Rybakov v. Bissell Bros., Inc. case. IX. DISPUTES, REQUESTS FOR EXCLUSION, AND OBJECTIONS. The Notice shall provide days from the mailing date of the Notice for each Class Member to () dispute the dates of employment included in the Notice; () dispute their exclusion from the Mileage Sub-Class; () opt-out of the Settlement; or () object to the settlement. An Opt- Out Form, substantially in the form attached hereto as Exhibit B, and a Mileage Sub-Class Dispute Form, substantially in the form attached hereto as Exhibit C, shall be mailed to each Class Member along with the class Notice.. If a Class Member wishes to dispute Defendant s start and end dates for his or her employment, the Class Member must submit a written, signed dispute along with supporting documents to the Settlement Administrator at the address provided on the Notice within calendar days of the postmark date of the Notice. The Settlement Administrator, in its sole discretion and after consulting with Class Counsel and Defense Counsel, will resolve the challenge and make a final and binding determination without hearing or right of appeal within 0 calendar days after receiving the challenge and supporting documentation.. If a Mileage Sub-Class Member wishes to dispute the mileage accrued between worksites during his or her employment, the Mileage Sub-Class Member must submit a written, signed dispute along with supporting documents to the Settlement Administrator at the address provided on the Notice within calendar days of the postmark date of the Notice. The Settlement -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

22 0 0 Administrator, in its sole discretion and after consulting with Class Counsel and Defense Counsel, will resolve the challenge and make a final and binding determination without hearing or right of appeal within 0 calendar days after receiving the challenge and supporting documentation.. If a Class Member believes they should be included in the Mileage Sub-Class but are not designated as such on the Notice, the Mileage Sub-Class Member must submit a written, signed dispute along with supporting documents to the Settlement Administrator at the address provided on the Notice within calendar days of the postmark date of the Notice. The Settlement Administrator, in its sole discretion and after consulting with Class Counsel and Defense Counsel, will resolve the challenge and make a final and binding determination without hearing or right of appeal within 0 calendar days after receiving the challenge and supporting documentation.. The Settlement Administrator shall report to Class Counsel and Defense Counsel, in summary or narrative form, the substance of any discrepancies submitted by the Class Member and Defendant s records. The Settlement Administrator and Class Counsel shall be granted reasonable access to Defendant s records that relate to the discrepancies. The Settlement Administrator shall have full authority to resolve any such discrepancies, subject to approval of final payments by the Court.. No opt-out request will be accepted if postmarked to the Settlement Administrator more than calendar days after the date the Notice was mailed to the Class Member. All original opt-out requests shall be sent directly to the Settlement Administrator at the address indicated on the Notice and the Settlement Administrator will forward such opt-out requests to Class Counsel and Defense Counsel. The Settlement Administrator will certify jointly to Class Counsel and Defense Counsel the number of all Class Members who have submitted opt-out requests, objections and/or disputes. During the day period after the date the Notice is mailed to Class Members, the Settlement Administrator will provide this information beginning on the th day after the Notice is mailed, and will update this information every following days.. No later than calendar days prior to the Final Approval Hearing, the Settlement Administrator will submit a list to Class Counsel and Defense Counsel of all timely, valid opt-out requests, disputes and all objections received from Class Members. -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

23 0 0. Any Class Member wishing to object to the Court s approval of this Settlement shall follow the procedures set forth herein and shall file any such written objections and/or memorandums of points and authorities in support thereof with the Court and shall serve Class Counsel and Defense Counsel no later than days from the mailing of the Notice. A Class Member who has submitted an opt-out request may not submit any objections to the Settlement. Any Class Member who fails to file a timely written objection shall be foreclosed from objecting to this Settlement.. Class Counsel and Defense Counsel shall file any response to any objections filed by objecting Class Members at least calendar days before the Final Approval Hearing. X. DUTIES OF THE PARTIES PRIOR TO FINAL COURT APPROVAL 0. The Parties shall promptly submit this Settlement Agreement to the Sacramento County Superior Court in support of Plaintiffs Motion for Preliminary Approval. The Preliminary Approval Order sought shall not be opposed by Defendant. The Parties shall apply to the Court for the entry of a preliminary order. The Order sought shall not be opposed by Defendant and shall provide for, among other things, the following: a. Scheduling a Final Approval Hearing on the question of whether the proposed Settlement should be finally approved as fair, reasonable, and adequate as to the Settlement Class; b. Approving as to form and content the proposed Notice, attached as Exhibit A; c. Directing the mailing of the Notice by first class mail to the Class Members; d. Preliminarily approving the Settlement; e. Preliminarily certifying the Class for Settlement purposes only; and f. Approving Alex G. Tovarian of the Law Offices of Aleksey G. Tovarian and Hunter Pyle, Mana Barari, and Rachel Evans of Sundeen Salinas & Pyle as Class Counsel, Volodymyr Rybakov and Lyubov Rybakova as Class Representatives, and the Settlement Administrator agreed to by the Parties.. Within 0 days of the Preliminary Approval Date, and subject to Court approval, the Parties agree to file final approval papers. Plaintiff shall apply for an Order Granting Final Approval of Class Action Settlement, which shall provide, among other things, as follows: -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

24 0 0 a. Approving the Settlement, adjudging the terms thereof to be fair, reasonable, and adequate, and directing consummation of its terms and provisions; b. Approving Class Counsel s application for an award of attorneys fees and reimbursement of costs; c. Approving the Class Representative s enhancement award; d. Certifying the Class for purposes of this Settlement only; e. Dismissing this action on the merits and with prejudice and permanently barring all Class Members from prosecuting against Defendant or its present or former agents, servants, attorneys, subsidiaries, affiliates, stockholders, heirs, executors, representatives, successors, or assigns, any individual or class claims which were asserted in this action, including without limitation any claims arising out of the acts, facts, transactions, occurrences, representations, or omissions set forth in the complaint or amended complaints in this action, through the date of final approval of this Settlement Agreement, upon satisfaction of all payments and obligations hereunder; and f. Retaining continuing jurisdiction over the implementation, interpretation, administration, and consummation of the Settlement; and over all parties to the Settlement for the purpose of taking such other actions as may be necessary to administer, implement or enforce the Settlement. XI. RELEASE OF CLAIMS. Released Claims by the members of the Settlement Class. Upon the Final Approval Date, Class Representatives Volodymyr Rybakov and Lyubov Rybakova, and all members of the Settlement Class who do not timely opt out, and their successors in interest, shall fully release and discharge the Releasees from all claims that were alleged or asserted based on the factual allegations set forth in the operative complaint in the Action regarding the failure to pay overtime premiums, failure to pay all earned wages owed, failure to maintain accurate record of hours worked, failure to pay split shift premiums, failure to provide off duty meal periods, failure to reimburse expenses for mileage under California Labor Code section 0, and all potential claims for penalties for work performed by the class members from September, 00 to the Preliminary Approval Date. This -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

25 0 0 release does not include claims to enforce this Settlement Agreement. This release covers attorneys fees and costs claimed by Class Counsel and no other attorneys fees and costs. a. Waiver of Civil Code Section. Upon the Effective Date, as defined in paragraph, the Class Representatives, Voldoymyr Rybakov and Lyubov Rybakova, and Class Counsel shall be deemed to have fully, finally, and forever released, waived, relinquished and discharged each other and their counsel from any and all claims, causes of action, actions, suits, debts, contracts, agreements and demands of every nature for the specific claims asserted in the complaint including rights under California Civil Code section, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. This release does not include claims to enforce this Settlement Agreement. XII. LIMITATIONS OF SETTLEMENT. Non-Admission. Nothing in this Stipulation shall be construed as or deemed to be an admission by any Party of any liability, culpability, negligence, or wrongdoing toward any other Party, or any other person, and the Parties specifically disclaim any liability, culpability, negligence, or wrongdoing toward the each other or any other person. Each of the Parties has entered into this Stipulation with the intention to avoid further disputes and litigation with the attendant inconvenience, expenses, and contingencies. Nothing herein shall constitute any admission by Defendant of wrongdoing or liability, or of the truth of any factual allegations in the Action. Nothing herein shall constitute any admission by Plaintiffs regarding the merits of the Claims in this Action, including but not limited to claims for unpaid wages under California law. Nothing herein shall constitute an admission by Defendant that the Action was properly brought as a class or representative action other than for settlement purposes. To the contrary, Defendant has denied and continues to deny each and every material factual allegation and all Claims. To this end, the Settlement of the Action, the negotiation and execution of this Stipulation, and all acts performed or documents executed pursuant to or in furtherance of this Stipulation or the Settlement are not, shall not be deemed to be, and may not be used as, an admission or evidence of any wrongdoing or liability on the part of Defendant or of the truth of any of the factual allegations in the operative complaint in the Action; and are not, shall -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

26 0 0 not be deemed to be, and may not be used as, an admission or evidence of any fault or omission on the part of Defendant in any civil, criminal or administrative proceeding in any court, administrative agency or other tribunal.. Neither this Settlement nor any of its terms shall be offered or used as evidence by any of the Parties, Class Members, or their respective counsel in this Action or any other administrative or legal proceeding, excluding only proceedings to approve and/or enforce this Settlement.. Except as otherwise provided in this Settlement, failure of approval or invalidation of any material portion of this Settlement shall invalidate this Settlement in its entirety unless the Parties subsequently agree in writing that the remaining provisions shall remain in full force and effect. XIII. EFFECT OF NON-APPROVAL. If this Settlement is not preliminarily or finally approved by the Court, this Settlement shall be null and void. In such event, (a) nothing in this Settlement shall be construed as a determination, admission, or concession of any issue in the Action, and nothing in this Settlement may be offered into evidence in any trial on the merits of the claims asserted in this Action; (b) the Parties expressly reserve their rights with respect to the prosecution and defense of the Action as if this Settlement never existed; (c) the Parties shall each be responsible for one-half of any costs for Notice or claims administration incurred by the Settlement Administrator through that date; and (d) any Certification Order will be deemed null and void and the Parties agree to take all steps necessary to ensure that the certification of this action for settlement purposes only will be withdrawn. If there is any reduction in the attorneys fees award, such reduction may be appealed as set forth herein, but is not a basis for rendering this Settlement void, voidable, and/or unenforceable. XIV. PARTIES AUTHORITY. The respective signatories to the Settlement represent that they are fully authorized to enter into this Settlement and bind the respective Parties to its terms and conditions. XV. MUTUAL COOPERATION. The Parties agree to fully cooperate with each other to accomplish the terms of this Settlement, including but not limited to, execution of such documents and to take such other action as may reasonably be necessary to implement the terms of this Settlement. The Parties shall use their -0- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

27 0 0 best efforts, including all efforts contemplated by this Settlement and any other efforts that may become necessary by order of the Court, or otherwise, to effectuate the terms of this Settlement. As soon as practicable after execution of this Settlement, Class Counsel shall, with the assistance and cooperation of Defendant and their counsel, take all necessary steps to secure the Court s final approval. XVI. NO PRIOR ASSIGNMENTS. The Parties and Class Counsel represent, covenant, and warrant that they have not directly or indirectly, assigned, transferred, encumbered, or purported to assign, transfer, or encumber to any person or entity any portion of any liability, claim, demand, action, cause of action or right released and discharged in this Settlement. XVII. NOTICES 0. Unless otherwise specifically provided, all notices, demands or other communications in connection with this Settlement Agreement shall be: () in writing; and () sent via United States registered or certified mail, return receipt requested, addressed as follows: To the Class Members: Hunter Pyle, SBN Rachel Evans, SBN SUNDEEN SALINAS & PYLE th Street, th Floor Oakland, California Telephone: (0) -0 Facsimile: (0) - Alex G. Tovarian, SBN LAW OFFICES OF ALEKSEY G. TOVARIAN Union Street, Suite 0 San Francisco, CA Telephone: () -0 Facsimile: () tovarianlaw@gmail.com To Defendant: Anthony Oceguera HOLDEN LAW GROUP -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

28 0 0 Lincoln Way Auburn, CA 0-00 Telephone: (0) -00 Facsimile: (0) -00 XVIII. CONSTRUCTION. The Parties agree that the terms and conditions of this Settlement are the result of lengthy, intensive arms-length negotiations between the Parties and that this Settlement shall not be construed in favor of or against any Party by reason of the extent to which any Party or its counsel participated in the drafting of this Settlement. The Parties have entered into this Settlement voluntarily and without duress or undue influence. XIX. CAPTION AND INTERPRETATIONS. Paragraph or Section titles or captions contained herein are inserted as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Settlement or any provision. Each term of this Settlement is contractual and not merely a recital. XX. MODIFICATION. This Settlement may not be changed, altered, or modified, except in writing and signed by the Parties, after it has been submitted to the Court, after any such changes have been approved by the Court. This Settlement may not be discharged except by performance in accordance with its terms or by a writing signed by the Class Counsel and Defense Counsel. XXI. INTEGRATION CLAUSE. This Settlement contains the entire agreement between the Parties relating to the resolution of the Action, and all prior or contemporaneous agreements, understandings, representations, and statements, whether oral or written and whether by a party or such party s legal counsel, are merged in this Settlement. No rights under this Settlement may be waived except in writing. XXII. BINDING ON ASSIGNS. This Settlement shall be binding upon and inure to the benefit of the Parties and their respective heirs, trustees, executors, administrators, successors, and assigns. -- Case No JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

29

30