MATERN LAW GROUP, PC - Port Logistics Group Settlement · 2017. 6. 28. · BRANDON J. SWEENEY (SBN 278532) I 5233 Ventura Boulevard, Suite 500 Sherman Oaks, ... Eon. John Shepard

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MATERN LAW GROUP, PC'MATTHEW J. MATERN (SBN 159798)MATTHEW W. CORDON (SBN 26797 I)1230 Rosecrans Avenue, Suite 200Manhattan Beach, Califomia 90266Telephone: (310) 531-1900Facsimile: (310) 531-1901Attomeys for Plaintiff, MARGARITA GONZALEZ,aflc/a ANA HERNANDEZ, individually and onbehalf of all others similarly situated

WILSON TRIAL GROUPDENNIS P. WILSON (SBN 133288)3322 W. Victory BoulevardBurbank, Califomia 91505Telephone: (818) 843-1788

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THE SWEENEY LAW FIRM, APCBRANDON J. SWEENEY (SBN 278532)I 5233 Ventura Boulevard, Suite 500Sherman Oaks, Califomia 91403Telephone: (323) 486-2508

SOLOUKI & SAVOY, I_,LPSHOIIAM J. SOLOUKI (SBN 278538)GRANT JOSEPH SAVOY (SBN 284077)316 W. 2nd Street, Suite 1200Los Angeles, Califomia 90012Telephone: (213) 814-4940; Facsimile: (213) 814-2550Attomeys for Plaintiffs, JUANA MADERO and ALICIA LOPEZ,individually and on behalf of all others similarly situatedlAdditional counsel of record identified belowl

supERIOR COURT OF THE STATE OF CALIFORNIAcouNTY OF LOS ANGELES -CENTRAL CIVIL WEST

FABIAN HERNANDEZ, an individual;JUANA MADERO, an individual; ALICIALOPEZ, an individual; on behalf ofthemselves and all others similarly situated,

P lainti ffs ,VS.

DSJ WEST, INC. dba PORT LOGISTICSGROUP, a Delaware corporation;CONS OLIDATED STAFFINGSOLUTIONS, INC., a Califomiacorporation; and DOES 1 through 100,inclusive,

Defendants.

CASE NO.: BC538435 (Lead Case)[Consolidated for all purposes withCase No.: BC565104Gonzalez v. Port Logistics Group, Inc., et. al.I

DECLARATION OF MATTHEW J.MATERN IN SUPPORT OFPLAINTIFFS9 MOTION FORPRELIMINARY APPROVAL OF CLASSACTION SETTLEMENT

Date:Time:Dept. :Judge :Action Filed:Trial Date:

May4, 2017ll:00 a.m.31lEon. John Shepard Wiley, Jr.March 5, 2014None Set

DECLARATION OF MATTHEW I. MATERN IN SUPPORT OF PLAINTIFFS' MOTION FORPRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT

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DECLARATION OF MATTHEW J. MATERN IN SUPPORT OF PLAINTIFFS’ MOTION FOR

PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT

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MARGARITA GONZALEZ a/k/a ANA HERNANDEZ, an individual, on behalf herself, and all others similarly situated, Plaintiffs, vs. PORT LOGISTICS GROUP, INC.; TEMP STAFF, INC., a California corporation; NEW CENTURY HR, INC., a California corporation; ALLSTAR HR, a California corporation; TPE ACQUISITION, INC., a California corporation; d/b/a PORT LOGISTICS GROUP; TRANSPORT EXPRESS, INC., a California corporation, d/b/a PORT LOGISTICS GROUP; and DOES 1 through 100, inclusive, Defendants.

CASE NO.: BC565104 CLASS ACTION [Consolidated for all purposes with Case No. BC538435, Hernandez v. Port Logistics Group, Inc., et. al.] [Assigned for all purposes to the Honorable John Shepard Wiley, Jr., Dept. 311]

ANGELA CRUZ and MOES 1 through 1,000, individually, and on behalf of all other similarly situated,

Plaintiffs, vs.

TRANSPORT EXPRESS, INC., a California corporation; PAYROLL STAFFING SOLUTIONS, INC., a California corporation, and Does 1 through 25, inclusive,

Defendants.

CASE NO: BC592528 [CLASS ACTION] JUDGE: Hon. John Shepard Wiley, Jr. DEPT: 311 [Consolidated for administrative purposes with Case Nos.: BC592538, Cruz, et al. v. Transport Express, Inc., et al. BC592542, Cruz, et al. v. Transport Express, Inc., et al.]

ANGELA CRUZ, and MOES 1 through 1,000, individually, and on behalf of all other similarly situated employees, Plaintiffs, vs. TRANSPORT EXPRESS, INC., a California corporation; PLATINUM STAFFING, a California corporation; and Does 1 through 25, inclusive, Defendants

CASE NO.: BC592538 [Consolidated for administrative purposes with Case Nos.: BC592528, Cruz, et al. v. Transport Express, Inc., et al. BC592542, Cruz, et al. v. Transport Express, Inc., et al.]

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ANGELA CRUZ, and MOES 1 through 1,000, individually, and on behalf of all other similarly situated employees; Plaintiffs, vs. TRANSPORT EXPRESS, INC., a California corporation; TEMP STAFF, INC., a California corporation; and Does 1 through 25, inclusive,

Defendants.

CASE NO: BC592542 [Consolidated for administrative purposes with: Case Nos.: BC592528, Cruz, et al. v. Transport Express, Inc., et al. BC592538, Cruz, et al. v. Transport Express, Inc., et al.]

LAW OFFICE OF ROBERT W. SKRIPKO, JR., APLC

Robert W. Skripko, Jr. (SBN 151226)

1323 N. Broadway, 2nd Floor

Santa Ana, CA 92706

Tel: (714) 543-6200; Fax: (714) 543-6140

DENIS & RASI, PC

Paul J. Denis (SBN 279026)

Ethan E. Rasi (SBN 289848)

38 Corporate Park

Irvine, CA 92606

Tel: (714) 242-4557; Fax: (213) 443-9601

Attorneys for Plaintiff

ANGELA CRUZ and MOES 1 through 1,000, individually,

and on behalf of all other similarly situated employees

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DECLARATION OF MATTHEW J. MATERN

I, MATTHEW J. MATERN, hereby declare as follows:

1. I am an attorney at law duly licensed to practice in the State of California. I am

the principal of Matern Law Group, PC and counsel of record for Plaintiff Margarita Gonzalez

in the above-entitled action. I make this declaration on the basis of personal firsthand

knowledge unless another source of information or belief clearly appears from the context, and

as to all such matters, I believe them to be true. If called as a witness, I could and would readily

and competently testify to all matters stated herein.

2. I make this declaration in support of Plaintiffs’ Motion for Preliminary Approval

of Class Action Settlement.

Background

3. On March 5, 2014, Plaintiff Fabian Hernandez filed a complaint in the Superior

Court of the State of California, County of Los Angeles, entitled, “Fabian Hernandez, an

individual, and Class Representative on Behalf of Himself and All Other Similarly Situated Non-

Exempt Former and Current Employees v. DSJ West, Inc. dba Port Logistics Group,

Consolidated Staffing Solutions, Inc., and Does 1 through 100,” Case No. BC538435. The

complaint asserted ten causes of action for: (1) Failure to Pay Overtime Wages; (2) Failure to

Provide Meal Breaks; (3) Failure to Provide Rest Breaks; (4) Waiting Time Penalties; (5)

Failure to Pay All Hours Worked; (6) Failure to Provide Accurate Wage Statements; (7) Private

Attorney General Act; (8) Violation of Cal. Bus. & Prof. Code § 17200 et seq.; (9) Unlawful

Retaliation [Cal. Labor Code § 1102.5]; and (10) Unlawful Retaliation [Cal. Labor Code §

98.6].

4. On November 7, 2014, Plaintiffs Juana Madero (“Plaintiff Madero”) and Alicia

Lopez (“Plaintiff Lopez”) filed a First Amended Complaint entitled, “Juana Madero, an

individual and Class Representative on Behalf of Herself and All Other Similarly Situated Non-

Exempt Former and Current Employees; Alicia Lopez, an individual and Class Representative

on Behalf of Herself and All Other Similarly Situated Non-Exempt Former and Current

Employees v. DSJ West, Inc. dba Port Logistics Group, a Delaware Corporation; Consolidated

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Staffing Solutions, Inc., a California corporation; and Does 1 through 100, inclusive,” Case No.

BC538435. The First Amended Complaint asserted eight causes of action for: (1) Failure to Pay

Overtime Wages; (2) Failure to Provide Meal Breaks; (3) Failure to Provide Rest Breaks; (4)

Waiting Time Penalties; (5) Failure to Pay All Hours Worked; (6) Failure to Provide Accurate

Wage Statements; (7) Private Attorney General Act; and (8) Violation of Cal. Bus. & Prof.

Code § 17200 et seq.

5. On November 26, 2014, Plaintiff Margarita Gonzalez, a/k/a Ana Hernandez

(“Plaintiff Gonzalez”) filed a complaint in the Superior Court of the State of California, County

of Los Angeles, entitled, “Margarita Gonzalez, a.k.a. Ana Hernandez, an individual, on behalf

of herself and all others similarly situated v. Port Logistics Group, Inc., Temp Staff, Inc., New

Century HR, Inc., Allstar HR, and Does 1 through 100, inclusive,” Case No. BC565104. The

complaint asserted ten causes of action for: (1) Failure to Provide Required Meal Periods; (2)

Failure to Provide Required Rest Periods; (3) Failure to Pay Overtime Wages; (4) Failure to Pay

Minimum Wage; (5) Failure to Timely Pay Wages; (6) Failure to Pay All Wages Due to

Discharged and Quitting Employees; (7) Failure to Maintain Required Records; (8) Failure to

Furnish Accurate Itemized Statements; (9) Failure to Indemnify Employees for Necessary

Expenditures Incurred in Discharge of Duties; and (10) Unfair and Unlawful Business Practices.

6. On January 30, 2015, Plaintiff Gonzalez filed an Amendment to Complaint

substituting the true name of Defendant TPE Acquisition Group, Inc., a corporation, d/b/a Port

Logistics Group for the fictitious name of “Doe 1,” and an Amendment to Complaint

substituting the true name of Defendant Transport Express, Inc., a California corporation, d/b/a

Port Logistics Group for the fictitious name of “Doe 2” (collectively, Defendants DSJ West,

Inc., Port Logistics Group, Inc., TPE Acquisition, Inc., and Transport Express, Inc. shall be

referred to as “PLG”).

7. On April 20, 2015, the Honorable Jane L. Johnson issued an order finding Case

Nos. BC538435 and BC565104 related within the meaning of Local Rule 3.3(f) and rule 3.300

of the California Rules of Court, and designating Case No. BC538435 as the lead case.

8. On August 4, 2015, the Honorable Jane L. Johnson ordered that Case Nos.

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BC538435 and BC 565104 shall be consolidated for all purposes.

9. On August 18, 2015, Plaintiff Madero, Plaintiff Lopez, and Plaintiff Gonzalez

filed a consolidated complaint in Case Nos. BC538435 and BC565104. The consolidated class

and representative action complaint asserted eleven causes of action for: (1) Failure to Provide

Required Meal Periods; (2) Failure to Provide Required Rest Periods; (3) Failure to Pay

Overtime Wages; (4) Failure to Pay Minimum Wage; (5) Failure to Timely Pay Wages; (6)

Failure to Pay All Wages Due to Discharged and Quitting Employees; (7) Failure to Maintain

Required Records; (8) Failure to Furnish Accurate Itemized Statements; (9) Failure to

Indemnify Employees for Necessary Expenditures Incurred in Discharge of Duties; (10) Unfair

and Unlawful Business Practices; and (11) Representative Action for Civil Penalties Under the

Private Attorneys General Act.

10. On August 28, 2015, Plaintiff Angela Cruz (“Plaintiff Cruz”) filed a complaint in

the Superior Court of California, County of Los Angeles, entitled, “Angela Cruz, and Moes 1

through 1,000, individually, and on behalf of all other similarly situated employees v. Transport

Express, Inc., a California corporation; Payroll Staffing Solutions, Inc., a California

corporation; and Does 1 through 25, inclusive,” Case No. BC592528.

11. On September 1, 2015, Plaintiff Cruz filed a complaint in the Superior Court of

California, County of Los Angeles, entitled, “Angela Cruz, and Moes 1 through 1,000,

individually, and on behalf of all other similarly situated employees v. Transport Express, Inc.,

a California corporation; Platinum Staffing, a California corporation; and Does 1 through 25,

inclusive,” Case No. BC592538.




a California corporation; Temp Staff, Inc., a California corporation; and Does 1 through 25,


13. On October 26, 2015, Plaintiff Cruz filed a First Amended Complaint in Case

No. BC592528 asserting thirteen causes of action: (1) Failure to Pay All Earned Wages; (2)

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Failure to Pay All Earned Overtime Wages; (3) Failure to Permit Paid 10 Minute Rest Periods;

(4) Failure to Provide 30 Minute Meal Periods; (5) Failure to Timely Pay All Earned Wages and

Compensation; (6) Failure to Pay All Accrued Vacation Benefits; (7) Failure to Pay All Earned

Wages and Compensation Upon Termination; (8) Failure to Provide Lawful Wage Statements;

(9) Conversion; (10) Violation of California Wage Theft Prevention Act; (11) Unfair Business

Practices; (12) Private Attorney General Act; and (13) Violation of Labor Code § 2810.3 Shared

Liability for Unpaid Wages.


No. BC592538 asserting twelve causes of action: (1) Failure to Pay All Earned Wages; (2)






Practices; and (12) Violation of Labor Code § 2810.3 Shared Liability for Unpaid Wages.









16. On March 2, 2016, this Court issued an order deeming Case Nos. BC592528,

BC592538, and BC592542 related to the consolidated cases of BC538435 and BC565104, with

Case No. BC538435 continuing as the lead case. This Court further ordered that the related

cases are deemed consolidated for administrative convenience.

17. On April 20, 2016, Plaintiff Cruz filed a Second Amended Complaint in Case

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No. 592528 removing her thirteenth cause of action for Violation of Labor Code § 2810.3

Shared Liability for Unpaid Wages and naming TPE Acquisition Group, Inc. as a defendant.

18. On November 21, 2016, Plaintiff Cruz filed an Amendment to Complaint in Case

No. BC592538, substituting the true name of Defendant Lorena Padilla for the fictitious name

of “Doe 15.”


No. BC592528, substituting the true name of Defendant Carlos Padilla for the fictitious name of

“Doe 15,” and an Amendment to Complaint in Case No. BC592528, substituting the true name

of Defendant Lorena Padilla for the fictitious name of “Doe 16.”

20. Plaintiffs Madero, Lopez, Gonzalez, and Cruz (collectively, “Plaintiffs”) are

former non-exempt employees of Defendants. PLG provides gateway logistics services,

including warehousing and distribution, with ten facilities serving the Port of Los Angeles and

the Port of Long Beach, including five facilities in the City of Industry, thee facilities in Chino,

and one facility in Mira Loma and Rancho Dominguez. On information and belief, according

to representations of PLG’s counsel, there are approximately 5,500 employees of Defendants

who are eligible to participate in the Settlement.

Settlement Negotiations and Terms

21. On December 12, 2016, the Parties participated in a full-day, private mediation

with an experienced mediator, Gig Kyriacou, Esq. In anticipation of the mediation, PLG

undertook substantial time, energy and resources in providing Plaintiffs’ counsel with an

extensive representative sampling of class-wide data and other documents to facilitate a

productive mediation. Despite the Parties’ efforts at mediation, they were unable to reach an

agreement. Thereafter, the Parties continued to engage in settlement discussions with the

assistance of Mr. Kyriacou. On December 21, 2016, Mr. Kyriacou made a mediator’s proposal,

which outlined the material terms of a proposed class action settlement that would fully resolve

the Actions. On December 28, 2016, the Parties accepted the mediator’s proposal, subject to the

Parties entering into a more comprehensive written settlement agreement. On April 15, 2017,

the Parties fully executed a Stipulation of Class Action Settlement (“Settlement” or “Settlement

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Agreement”) to fully resolve the Actions. A true and correct copy of the Settlement is attached

hereto as Exhibit A.

22. Pursuant to the Settlement, the Parties have agreed that, subject to Court

approval, the Settlement Administrator shall be paid from the Maximum Settlement Amount for

Settlement Administration Costs. My office has received an estimate from Rust Consulting,

Inc. that the cost of administration of the Settlement will not exceed $40,000.00. A true and

correct copy of the estimate from Rust Consulting, Inc. is attached hereto as Exhibit B.

Amount in Controversy and Risks Associated with Proceeding With the Action

23. Plaintiffs and Plaintiffs’ counsel remain confident of the merits of Plaintiffs’

claims. Plaintiffs and Plaintiffs’ counsel considered several factors in reaching the decision to

settle at this point in the litigation. Plaintiffs’ counsel has calculated the maximum damages of

the Class Members to be approximately $20,645,625 and believes this amount will be the

damage potential should the case proceed to trial.

24. A detailed explanation of my form’s valuation is set forth below:

a. Meal Period Violations (Late or Unrecorded Meal Periods):

33% violation rate x 1500 (estimated average number of current non-exempt employees) x 5 shifts per week x 50 workweeks per year x 7.0 years x $13.00 (average hourly rate of pay)

= $11,261,250

b. Rest Period Violations (Based Upon Anecdotal Evidence):

20% violation rate x 1500 (estimated average number of current non-exempt employees) x 5 shifts per week x 50 workweeks per year x 7.0 years x $13.00 (average pay rate per hour)

= $6,825,000

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c. Unpaid Overtime (Based Upon Off-the-Clock Work):

0.25 hours of unpaid overtime per week x 1500 (estimate average number of current non-exempt employees) x 50 workweeks per year x 7.0 years x $19.50 (average overtime pay rate) = $2,559,375

TOTAL DAMAGES: $11,261,250

+ $ 6,825,000 + $ 2,559,375 _

= $20,645,625

25. Given the maximum potential damages, the settlement sum of $4,575,000 is

reasonable considering the substantial risks entailed by this case. My firm estimates a 60

percent likelihood of obtaining and maintaining certification of Plaintiffs’ claims, which

reduces the value of these claims from approximately $20,645,625 to approximately

$12,387,375. My office further estimates that there is a 60 percent chance that Plaintiffs will

prevail at trial on their claims, further reducing the value of the claims to approximately

$7,432,425. The significant risk that this Court may deny class certification is obviated by the

Settlement. Moreover, continued litigation would very likely reduce and substantially delay

recovery by Class Members. In contrast, because of the proposed Settlement, Class Members

will receive timely relief and avoid the risk of an unfavorable judgment.

26. Furthermore, while Plaintiffs are confident in the merits of the case, a legitimate

controversy exists as to each cause of action. Plaintiffs also recognize that proving the amount

of wages due to each individual Class Member would be an expensive, time-consuming, and

extremely uncertain proposition.

27. In sum, when the risks of litigation, the uncertainties involved in achieving class

certification, the burdens of proof necessary to establish liability, and the probability of appeal

of a favorable judgment are balanced against the merits of Plaintiffs’ claims, it is clear that the

Maximum Settlement Amount is fair, adequate, and reasonable.

/ / /

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The Proposed Settlement Was Reached Through Arm’s Length Bargaining

28. The Settlement was reached following extensive negotiations during and after a

private mediation with professional mediator Gig Kyriacou, Esq. The settlement negotiations

were at arm’s length and, although conducted in a professional manner, were adversarial. The

parties went into the mediation session willing to explore the potential for a settlement of the

dispute, but each side was also prepared to litigate its position through trial and appeal if a

settlement had not been reached. The Settlement was not reached until after a full day of

mediation with Mr. Kyriacou and subsequent negotiations with the assistance of the mediator.

Plaintiffs and Plaintiffs’ counsel support the proposed Settlement as being in the best interests of

the Class Members.

Investigation and Discovery Prior to Settlement

29. Prior to the Settlement, Plaintiffs’ counsel conducted an investigation into the

claims alleged by Plaintiffs, conducted legal research, and engaged in extensive formal and

informal discovery. PLG produced all written wage and hour policies and a sample of data

consisting of the time records and payroll records for all non-exempt employees of PLG for one

pay period per calendar quarter during the class period, as well as thousands of pages of

invoices pertaining to labor contractors. Plaintiffs’ statistical experts analyzed this information,

including data for over 26,758 shifts, and Plaintiffs’ counsel evaluated the potential liability and

damages for the Class Members. Based upon this information, Plaintiffs’ counsel was able to

act intelligently and effectively in negotiating the proposed Settlement.

30. My firm is informed and believes that the existence of an ascertainable class can

be established through Defendants’ records.

Incentive Awards for the Class Representatives

31. The Settlement provides for a Class Representative Service Award not to exceed

$10,000.00 each for Plaintiffs. The payment is intended to recognize the substantial time and

effort that Plaintiffs expended on behalf of the Class Members. Throughout this litigation,

Plaintiffs cooperated with counsel and took actions to protect the interests of the Class.

Plaintiffs provided valuable information regarding potential witnesses, Defendants’ meal period

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and rest period practices, Defendants’ reimbursement practices, and Defendants’ failure to

properly compensate for overtime hours. Plaintiffs kept informed of the developments in the

Actions, informed counsel of information relevant to the Actions, participated in decisions

concerning the Actions, provided counsel with the names and contact information of potential

witnesses, and were engaged in the mediation proceedings. The information and documentation

provided by Plaintiffs were instrumental in establishing the wage and hour violations alleged in

the Actions, and the recovery provided for in the Settlement Agreement would have been

impossible to obtain without Plaintiffs’ active participation.

32. Plaintiffs faced many risks in bringing these cases as class actions. Plaintiffs

face actual risks with their future employment opportunities, since filing a public wage-and-hour

lawsuit against an employer could also affect Plaintiffs’ ability to obtain jobs in the future.

Additionally, Plaintiffs also placed themselves at substantial risk because, if Defendants were to

prevail in this action, Plaintiffs could be liable for Defendants’ costs and attorney fees.

Furthermore, Plaintiffs are entering into a general release of all known and unknown claims as

part of the Settlement.

33. Because of Plaintiffs’ efforts, approximately 5,500 Class Members will now

have the opportunity to participate in the Settlement and to recover payment for wage violations

they may have never known about on their own or been willing to pursue on their own. If each

Class Member attempted to pursue his or her legal remedies individually, each person would

have been required to expend a significant amount of his or her own monetary resources and

time.

34. In sum, the Actions would not have been possible without the aid of Plaintiffs,

who put their own time and effort into the litigation, sacrificed the value of their own individual

claims, and placed themselves at risk for the sake of the other Class Members. The requested

Class Representative Service Award of $10,000 to each Plaintiff is therefore reasonable to

compensate Plaintiffs for their active participation in the Actions.

Attorney Fees and Costs

35. The Settlement provides for attorney fees and costs to Class Counsel in an amount

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up to one-third of the Maximum Settlement Amount, for a maximum fee award of $1,525,000.00,

plus an award of reasonable litigation costs not to exceed $70,000.00, which includes costs for,

among other things, copying, faxing, court filing and service, expert fees, research services, and

mediation.

36. I am informed and believe that the fee and costs provision is reasonable. The fee

percentage requested is less than that charged by my office for other employment cases. My

office invested significant time and resources in the case, with payment deferred to the end of

the case, and then, of course, contingent on the outcome.

37. The efforts expended by Class Counsel thus far include, but are not limited to,

the following: interviews with Plaintiffs and review of documents provided by Plaintiffs;

preparation of multiple drafts of the class action complaint; filing of the class action complaint;

meeting and conferring with Defendants’ counsel to obtain relevant documents and information;

preparing and filing a consolidated complaint; communicating with Plaintiffs regularly

regarding the status of the case; propounding requests for production of documents, special

interrogatories, requests for admission, and form interrogatories to Defendants; review and

analysis of a substantial sampling of time records, payroll records, and other employment

records; working with an expert statistician to analyze the data sample; legal research regarding

Defendants’ wage and hour practices; preparing Plaintiffs’ mediation briefs; appearing at a full-

day mediation; appearing at multiple status conferences; participating in settlement discussions;

and drafting, negotiation, and revision of the Settlement, Class Notice, and Motion for

Preliminary Approval.

38. I received a B. A. with honors in 1986 from Tulane University. I received my

J.D. from Southwestern University School of Law in 1991. I became an Active Member of the

State Bar of California in September 1992, and have been an Active Member in good standing

continuously since then. I have been practicing as a litigation attorney in Los Angeles since

1992, and have been concentrating on employment litigation since approximately 1997.

39. In 1992, I founded the general partnership, which is the predecessor of Rastegar

& Matern, Attorneys at Law, A Professional Corporation. In 2012, I founded Law Offices of

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Matthew J. Matern, which changed its name to Matern Law Group in January 2014 and became

Matern Law Group, PC in 2016. Since 1992, I have been heavily, successfully, and

continuously involved in active litigation and trial work, including extensive work in

employment litigation and wage and hour class actions.

40. My current firm, Matern Law Group, PC (“MLG”) is a fifteen-attorney law firm

that is actively and continuously practicing in employment litigation, representing almost

entirely employee plaintiffs, in both individual and class actions, in this Superior Court, and

other Superior Courts throughout the State, in the Court of Appeal, and in various Federal

courts.

41. My office is qualified to handle this litigation because we are experienced in

litigating Labor Code violations in both individual and class action cases. Matern Law Group,

PC has handled, and is currently handling numerous wage and hour class action lawsuits. Over

the course of my career, I have been involved in over 50 class action settlements, with many of

them settling in the seven figure range.

42. Of the fifteen attorneys at Matern Law Group, PC, I am the attorney with the

most active trial and pretrial calendar. I have personally tried approximately twenty-five cases,

including approximately twenty jury trials. I personally represented clients in numerous wage

and hour class action lawsuits that settled with recovery per class member being in a similar

range to the settlement agreement in the instant case.

43. Since 1992, I have been heavily, continuously, and successfully involved in

active litigation and trial work, including extensive work in employment litigation and wage and

hour class actions. I have tried approximately twenty-five cases, including approximately

twenty jury trials. Over the course of my career, I have been involved in over 50 class action

settlements, with many of them settling in the seven figure range, including settlements in the

amount of $7.0 million, $6.0 million, $6.0 million, $5.0 million, $4.5 million, $4.5 million, $4.2

million, $4.2 million, $3.75 million, $3.75 million, $3.6 million, $3.3 million, $3.1 million, $3.0

million, $2.9 million, $2.65 million $2.5 million, and $2.5 million. I have also been appointed

class counsel in over ten wage and hour class action cases with contested certification

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proceedings. I have been counsel in a number of cases which resulted in published appellate

victories including a number of published appellate victories, including several published

opinions: Franco v. Athens Disposal Company, Inc., 171 Cal. App. 4th 1277 (March 10, 2009);

Gutierrez v. California Commerce Club, 187 Cal. App. 4th 969 (Aug. 2, 2010); Pantoja v.

Anton, 198 Cal. App. 4th 87 (Aug. 9, 2011); Fuentes v. AutoZone, Inc., 200 Cal. App. 4th 1221

(Nov. 16, 2011); Ventura v. ABM Industries, Inc., 212 Cal. App. 4th 258 (2012); Franco v.

Arakelian Enterprises, Inc., 211 Cal. App. 4th 314 (2012), and other non-published appellate

victories. My work has led me to be recognized as a Southern California Super Lawyer every

year since 2009.

44. My current 2017 billing rate is $850.00 per hour. The current 2017 billing rate

for my senior associate, Matthew W. Gordon, is $575.00 per hour. Mr. Gordon graduated

summa cum laude from Princeton University in 1995. He received his J.D. from the University

of California, Los Angeles School of Law in 2009. He became a member of the State Bar of

California in December 2009, and he has been an active member in good standing continuously

since then. Mr. Gordon has concentrated his practice exclusively in employment litigation since

he was admitted to the Bar. He has worked on numerous motions for class certification in wage

and hour cases and obtained approval of class action settlements. Mr. Gordon was honored as a

Southern California Rising Star in 2016 and 2017. My office requests the foregoing billable

rates be applied in this case, as the rates are more than reasonable in the Southern California

legal market for attorneys who handle complex class actions involving hundreds, and in this

case, thousands, of class members. The current prevailing billing or “market” rates in the Los

Angeles area range from $275 to $900 per hour. See Bihun v. AT&T Information Systems, Inc.

(1993) 13 Cal. App. 4th 976, 1004-1005. In addition, these rates properly take into account the

fact that payment has been delayed for nearly a year.

45. Several courts have approved attorney fee awards based upon my 2017 hourly

rate of $850 per hour and my 2016 hourly rate of $825 per hour, and my 2015 hourly billing rate

of $775 per hour, including but not limited to:

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In Sanchez v. Fuji Food Products, Inc., Los Angeles Superior Court Case No. BC487352, the Honorable Ann I. Jones approved an attorney’s fees award based upon my 2017 billing rate of $850 per hour;

In Munoz v. Dependable Highway Express, Inc., Los Angeles Superior Court Case No. BC 535931, the Honorable Maren E. Nelson approved an attorney’s fees award based upon my 2017 billing rate of $850 per hour;

In Duarte v Mother’s Nutritional Center, Inc., Los Angeles Superior Court Case No. BC 492647, the Honorable Maren E. Nelson approved an attorney’s fees award based upon my 2017 billing rate of $850 per hour;

In Gutierrez v. Google, Inc., Santa Clara Superior Court Case No. 1-15-cv-277104, the Honorable Brian C. Walsh approved an attorney’s fees award based upon my 2017 billing rate of $850 per hour;

In Ornelas v. RVGC Partners, Inc., Los Angeles Superior Court Case No. BC500123, this Court approved an attorney’s fees award based upon my 2016 billing rate of $825 per hour;

In Navarette v. Valet Parking Service, Inc., Los Angeles Superior Court Case No. BC584175, the Honorable Elihu M. Berle approved an attorney’s fees award based upon my 2016 billing rate of $825 per hour;

In Gomez v. Bryant Rubber Corp., Los Angeles Superior Court Case No. BC584137, the Honorable Kenneth R. Freeman approved an attorney’s fees award based upon my 2016 billing rate of $825 per hour;

In Espana-Garcia v. Gjelina Take Away, et al., Los Angeles Superior Court Case No. BC 569843, the Honorable Kenneth R. Freeman approved an attorney’s fees award based upon my 2016 billing rate of $825 per hour;

In Campos, et al. v. Southern California Edison Company, Los Angeles Superior

Court Case No. BC499966, the Honorable Ann I. Jones approved an attorney’s fees award based upon my 2016 billing rate of $825 per hour and Matthew W. Gordon’s 2016 billing rate of $525 per hour;

In Mirta Williams v. Success Healthcare, LLC, et al., Los Angeles Superior Court Case No. BC5333821, the Honorable Amy D. Hogue approved an

attorney’s fee award based on my 2015 billing rate of $775 per hour;

In Alegria v. Student Transportation of America, Inc., et al., Riverside Superior Court Case No. RIC1209792, the Honorable Sharon J. Waters approved an

attorney’s fees award, with a multiplier of 1.8281, based upon my 2015 billing

rate of $775 per hour.

46. I estimate that my firm will need to expend at least another 40 to 60 hours to

monitor the process leading up to final approval and payments made to the class and to prepare

and attend the hearing on Plaintiffs’ motion for final approval. Based on experience, we will

have class members calling our office to inquire about the status of the case and to ask for

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further information on a frequent basis. We also bear the risk of taking whatever actions are

necessary if PLG fails to pay. In two of my recent cases, my firm spent over 500 hours post-

final approval in efforts to collect on behalf of the class.

47. My office took this case on a contingent basis and has put a substantial amount of

time and energy into litigating this case, all while receiving no payment. The risk to my office

has been very significant, particularly if we would not be successful in pursuing this class

action. In that case, we would have been left with no compensation for all the time taken in

litigating this case. For instance, in Hernandez v. Chipotle Mexican Grill, Inc. (LASC Case No.

BC373759), the Court of Appeal affirmed the trial court’s order denying certification in an

action alleging that the defendant failed to provide its restaurant workers with uninterrupted, 30-

minute off-duty meal breaks in a pair of depublished opinions: Hernandez v. Chipotle Mexican

Grill, Inc. (2012) 208 Cal.App.4th 1487 and Hernandez v. Chipotle Mexican Grill (2010) 189

Cal.App.4th 751. Similarly, in Gonzalez v. OfficeMax N. Am. (C.D. Cal., Case No. CV-07-

00452), the court issued an order denying certification of plaintiffs’ meal and rest break claims,

finding that the reason any particular employee missed any particular break required

individualized fact finding. See Gonzalez v. OfficeMax N. Am. (C.D. Cal. Nov. 5, 2012) 2012

U.S. Dist. LEXIS 163853. In each of these cases, Class Counsel incurred over $100,000.00 in

costs, and over 5,000 hours in attorney time was expended, only to have class certification

denied. Moreover, courts frequently dismiss class and representative allegations and compel

arbitration in similar cases, as evidenced in several recent cases litigated by Class Counsel:

Chico v. Hilton Worldwide, Inc., et al., (C.D. Cal. Case No. CV-14-5750) (compelling

plaintiff’s individual claims to arbitration and dismissing plaintiff’s class allegations and

representative PAGA claims) and Tapia v. Macy’s, Inc. (C.D. Cal. CV-14-05163) (same).

48. Because most individuals cannot afford to pay for representation in litigation on

an hourly basis, Matern Law Group, PC represents virtually all of its employment law clients on

a contingency fee basis. Pursuant to this arrangement, we are not compensated for our time

unless we prevail at trial or successfully settle our clients’ cases. Because the firm is taking the

risk that we will not be reimbursed for our time unless our client settles or wins his or her case,

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we cannot afford to represent an individual employee on a contingency basis if, at the end of our

representation, all we are to receive is our regular hourly rate for services. It is essential that we

recover more than our regular hourly rate when we win if we are to remain in practice so as to

be able to continue representing other individuals in civil rights employment disputes.

49. I am informed and believe that the efforts of Plaintiffs’ counsel have resulted in

substantial benefits to the settlement class, in the form of a significant settlement fund

established to compensate settlement class members for missed meal periods and rest breaks,

unpaid overtime, and other wage and hour violations noted above. I am informed and believe

that, without the efforts of Plaintiffs’ counsel, the Labor Code and wage order violations alleged

in the complaint would have gone without remedy.

50. Plaintiffs’ counsel’s agreement regarding the division of attorney fees is set forth

in Paragraph 63(d) of the Settlement.

I declare under penalty of perjury under the laws of the State of California that the

foregoing is true and correct. Executed on April 17, 2017 at Manhattan Beach, California.

MATTHEW J. MATERN

EXHIBIT A

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STIPULATION OF CLASS ACTION SETTLEMENT

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MATERN LAW GROUP, PC MATTHEW J. MATERN (SBN 159798) MATTHEW W. GORDON (SBN 267971) 1230 Rosecrans Avenue, Suite 200 Manhattan Beach, California 90266 Telephone: (310) 531-1900 Facsimile: (310) 531-1901 Attorneys for Plaintiff, MARGARITA GONZALEZ, a/k/a ANA HERNANDEZ, individually and on behalf of all others similarly situated WILSON TRIAL GROUP DENNIS P. WILSON (SBN 133288) 3322 W. Victory Boulevard Burbank, California 91505 Telephone: (818) 843-1788 THE SWEENEY LAW FIRM, APC BRANDON J. SWEENEY (SBN 278532) 15233 Ventura Boulevard, Suite 500 Sherman Oaks, California 91403 Telephone: (323) 486-2508 SOLOUKI & SAVOY, LLP SHOHAM J. SOLOUKI (SBN 278538) GRANT JOSEPH SAVOY (SBN 284077) 316 W. 2nd Street, Suite 1200 Los Angeles, California 90012 Telephone: (213) 814-4940; Facsimile: (213) 814-2550 Attorneys for Plaintiffs, JUANA MADERO and ALICIA LOPEZ, individually and on behalf of all others similarly situated [Additional counsel of record identified below]

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES – CENTRAL CIVIL WEST

FABIAN HERNANDEZ, an individual; JUANA MADERO, an individual; ALICIA LOPEZ, an individual; on behalf of themselves and all others similarly situated,

Plaintiffs, vs.

DSJ WEST, INC. dba PORT LOGISTICS GROUP, a Delaware corporation; CONSOLIDATED STAFFING SOLUTIONS, INC., a California corporation; and DOES 1 through 100, inclusive,

Defendants.

CASE NO.: BC538435 (Lead Case) [Consolidated for all purposes with Case No.: BC565104 Gonzalez v. Port Logistics Group, Inc., et. al.]

STIPULATION OF CLASS ACTION SETTLEMENT Action Filed: March 5, 2014 Trial Date: None Set

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MARGARITA GONZALEZ a/k/a ANA HERNANDEZ, an individual, on behalf herself, and all others similarly situated, Plaintiffs, vs. PORT LOGISTICS GROUP, INC.; TEMP STAFF, INC., a California corporation; NEW CENTURY HR, INC., a California corporation; ALLSTAR HR, a California corporation; TPE ACQUISITION, INC., a California corporation; d/b/a PORT LOGISTICS GROUP; TRANSPORT EXPRESS, INC., a California corporation, d/b/a PORT LOGISTICS GROUP; and DOES 1 through 100, inclusive, Defendants.

CASE NO.: BC565104 CLASS ACTION [Consolidated for all purposes with Case No. BC538435, Hernandez v. Port Logistics Group, Inc., et. al.] [Assigned for all purposes to the Honorable John Shepard Wiley, Jr., Dept. 311]

ANGELA CRUZ and MOES 1 through 1,000, individually, and on behalf of all other similarly situated,

Plaintiffs, vs.

TRANSPORT EXPRESS, INC., a California corporation; PAYROLL STAFFING SOLUTIONS, INC., a California corporation, and Does 1 through 25, inclusive,

Defendants.

CASE NO: BC592528 [CLASS ACTION] JUDGE: Hon. John Shepard Wiley, Jr. DEPT: 311 [Consolidated for administrative purposes with Case Nos.: BC592538, Cruz, et al. v. Transport Express, Inc., et al. BC592542, Cruz, et al. v. Transport Express, Inc., et al.]

ANGELA CRUZ, and MOES 1 through 1,000, individually, and on behalf of all other similarly situated employees, Plaintiffs, vs. TRANSPORT EXPRESS, INC., a California corporation; PLATINUM STAFFING, a California corporation; and Does 1 through 25, inclusive, Defendants

CASE NO.: BC592538 [Consolidated for administrative purposes with Case Nos.: BC592528, Cruz, et al. v. Transport Express, Inc., et al. BC592542, Cruz, et al. v. Transport Express, Inc., et al.]

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ANGELA CRUZ, and MOES 1 through 1,000, individually, and on behalf of all other similarly situated employees; Plaintiffs, vs. TRANSPORT EXPRESS, INC., a California corporation; TEMP STAFF, INC., a California corporation; and Does 1 through 25, inclusive,

Defendants.

CASE NO: BC592542 [Consolidated for administrative purposes with: Case Nos.: BC592528, Cruz, et al. v. Transport Express, Inc., et al. BC592538, Cruz, et al. v. Transport Express, Inc., et al.]

LAW OFFICE OF ROBERT W. SKRIPKO, JR., APLC

Robert W. Skripko, Jr. (SBN 151226)

1323 N. Broadway, 2nd Floor

Santa Ana, CA 92706

Tel: (714) 543-6200; Fax: (714) 543-6140

DENIS & RASI, PC

Paul J. Denis (SBN 279026)

Ethan E. Rasi (SBN 289848)

38 Corporate Park

Irvine, CA 92606

Tel: (714) 242-4557; Fax: (213) 443-9601

Attorneys for Plaintiff

ANGELA CRUZ and MOES 1 through 1,000, individually,

and on behalf of all other similarly situated employees

JACKSON LEWIS P.C.

JAMES P. CARTER (SBN 150052)

KATHY LE (SBN 279690)

200 Spectrum Center Drive, Suite 500

Irvine, California 92618

Telephone: (949) 885-1360; Facsimile: (949) 885-1380

Attorneys for Defendants, DSJ WEST dba PORT LOGISTICS GROUP, PORT LOGISTICS

GROUP, INC., TPE ACQUISITION, INC., and TRANSPORT EXPRESS, INC.

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IT IS HEREBY STIPULATED, by and between Plaintiffs JUANA MADERO, ALICIA

LOPEZ, MARGARITA GONZALEZ a/k/a ANA HERNANDEZ, and ANGELA CRUZ

(collectively, “Plaintiffs”), on the one hand, and Defendants DSJ WEST, INC. dba PORT

LOGISTICS GROUP, PORT LOGISTICS GROUP, INC., TPE ACQUISITION GROUP, INC.

d/b/a PORT LOGISTICS GROUP, TRANSPORT EXPRESS, INC. d/b/a PORT LOGISTICS

GROUP (collectively, “PLG”) (hereinafter both Plaintiffs and PLG together shall be referred to

as the “Parties”), on the other hand, and subject to the approval of the Court, that the Actions, as

defined below, are hereby compromised and settled pursuant to the terms and conditions set

forth in this Stipulation and that the Court shall make and enter judgment, subject to the

continuing jurisdiction of the Court as set forth below, and subject to the definitions, recitals,

and terms set forth herein which by this reference become an integral part of this Stipulation.

DEFINITIONS

1. “Actions” means the following putative class and representative actions: Fabian

Hernandez v. DSJ West, Inc. dba Port Logistics Group, et al., Los Angeles Superior Court Case

No. BC538435; Margarita Gonzalez a/k/a/ Ana Hernandez v. Port Logistics Group, Inc., et al.,

Los Angeles Superior Court Case No. BC 565104; Angela Cruz v. Transport Express, Inc., et

al., Los Angeles Superior Court Case No. BC592528; Angela Cruz v. Transport Express, Inc., et

al., Los Angeles Superior Court Case No. BC592538; and Angela Cruz v. Transport Express,

Inc., et al., Los Angeles Superior Court Case No. BC592542.

2. “Class Counsel” means (a) Matern Law Group, PC, including Matthew J. Matern

and Matthew W. Gordon; (b) Wilson Trial Group, including Dennis P. Wilson; (c) The Sweeney

Law Firm, APC, including Brandon J. Sweeney; (d) Solouki & Savoy, LLP, including Shoham

J. Solouki and Grant J. Savoy; (e) Law Office of Robert W. Skripko, Jr., APLC, including

Robert W. Skripko; and (f) Denis & Rasi, PC, including Paul J. Denis and Ethan E. Rasi.

3. “Class Counsel Award” means reasonable attorneys’ fees for Class Counsel’s

litigation and resolution of the Actions (not to exceed 33 1/3% of the Maximum Settlement

Amount), and Class Counsel’s expenses and costs reasonably incurred in connection with the

Actions (not to exceed $70,000.00).

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4. “Class Information” means information regarding Class Members that PLG shall

in good faith compile from its records to the extent possible and shall be authorized by the Court

to transmit in a secured manner to the Settlement Administrator. The Settlement Administrator

shall agree in writing to maintain Class Information in a secure manner. Class Information shall

be transmitted to the Settlement Administrator (as defined in Paragraph 34 hereinbelow) in

electronic form and shall include: each Class Member’s full name, last known address, Social

Security number, and Compensable Workweeks.

5. “Class Members” shall mean all persons employed by PLG as a non-exempt

employee in the State of California at any time during the Class Period (as defined in Paragraph

7 hereinbelow) and all non-exempt workers supplied by a Labor Contractor (as defined in

Paragraph 18 hereinbelow) who performed labor within PLG’s Usual Course of Business (as

defined in Paragraph 36 hereinbelow) in the State of California during the Class Period.

6. “Class Notice” means the Notice of Proposed Class Action Settlement,

substantially in the form attached hereto as Exhibit 1, which shall be subject to Court approval

and which the Settlement Administrator shall mail to each Class Member, in English and

Spanish, explaining the terms of this Stipulation and the Settlement.

7. “Class Period” means the period from March 5, 2010 through March 1, 2017.

8. “Class Representative Service Award” means the amount that the Court

authorizes to be paid to Plaintiffs, in addition to Plaintiffs’ Individual Settlement Payments (as

defined in Paragraph 16 hereinbelow), in recognition of Plaintiffs’ efforts and risks in assisting

with the prosecution of the Actions.

9. “Compensable Workweeks” means the total number of workweeks worked by

each Participating Class Member (as defined in Paragraph 24 hereinbelow) as a non-exempt

worker during the Class Period based upon PLG’s records and which shall be used to calculate

Individual Settlement Payments.

10. “Court” means the Superior Court of California for the County of Los Angeles.

11. “Defense Counsel” means Jackson Lewis, P.C., including James Carter and

Kathy Le.

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12. “Effective Date” means the latter of: (a) if there are no objections to the

Settlement, the date upon which the Final Order and Judgment is entered by the Court; (b) if

there are objections to the Settlement, and if an appeal, review or writ is not sought from the

Final Order and Judgment, the sixty-first (61st) day after the date upon which the Final Order

and Judgment is entered; or (c) if an appeal, review or writ is sought from the Final Order and

Judgment, the date upon which all appellate and/or other proceedings resulting from the appeal,

review or writ have been finally terminated in such a manner as to permit the Final Order and

Judgment to take effect in substantially the form described herein.

13. “Employer’s Share of Payroll Taxes” means PLG’s portion of payroll taxes,

including, but not limited to FICA and FUTA, on the portion of the Individual Settlement

Payments that constitutes wages. The Employer’s Share of Payroll Taxes shall be deducted

from the Maximum Settlement Amount by the Settlement Administrator.

14. “Final Approval Hearing” means the hearing to be conducted by the Court after

the filing by Plaintiffs of an appropriate motion and following appropriate notice to Class

Members giving Class Members an opportunity to request exclusion from the Class and

Settlement and to object to the Settlement, at which time Plaintiffs shall request that the Court

finally approve the fairness, reasonableness and adequacy of the terms and conditions of the

Settlement, enter the Final Order and Judgment, and take other appropriate action.

15. “Final Order and Judgment” means the order and judgment to be entered by the

Court upon granting final approval of the Settlement and this Stipulation as binding upon the

Parties and Participating Class Members.

16. “Individual Settlement Payment” means the amount payable from the Net

Settlement Amount to each Participating Class Member.

17. “Information Sheet” means the form that shall be prepared by the Settlement

Administrator and sent to each Class Member that sets forth the Compensable Workweeks and

the estimated Individual Settlement Payment for the Class Member, substantially in the form

attached hereto as Exhibit 2.

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18. “Labor Contractor” means an individual or entity that supplies, either with or

without a contract, PLG with workers to perform labor within PLG’s Usual Course of Business,

as defined in Labor Code § 2810.3(a).

19. “LWDA” means the California Labor and Workforce Development Agency.

20. “Maximum Settlement Amount” means the maximum amount (including the

Employer’s Share of Payroll Taxes) PLG shall have to pay in connection with this Settlement,

by way of a common fund, which shall be inclusive of all Individual Settlement Payments to

Participating Class Members, the Class Counsel Award, the Settlement Administration Costs (as

defined in Paragraph 33 hereinbelow), the Class Representative Service Awards, and the PAGA

(as defined in Paragraph 23 hereinbelow) payments to Participating Class Members and the

LWDA. Subject to Court approval and the terms of this Stipulation, the Maximum Settlement

Amount PLG shall be required to pay is Four Million Five Hundred Seventy-Five Thousand

Dollars ($4,575,000.00).

21. “Net Settlement Amount” means the Maximum Settlement Amount, less the

Class Counsel Award, the PAGA payment to the LWDA, the Settlement Administration Costs,

and the Class Representative Service Awards.

22. “Notice Packet” means the packet of documents which shall be mailed to all

Class Members by the Settlement Administrator, including the Class Notice, the Request for

Exclusion, and the Information Sheet.

23. “PAGA” means the Labor Code Private Attorneys General Act of 2004,

California Labor Code sections 2698, et seq.

24. “Participating Class Members” means Plaintiffs and all other Class Members

who do not submit a valid and timely Request for Exclusion.

25. “Parties” means Plaintiffs and PLG.

26. “Plaintiffs” shall mean the following plaintiffs in the Actions: Juana Madero,

Alicia Lopez, Margarita Gonzalez a/k/a Ana Hernandez, and Angela Cruz.

27. “Preliminary Approval Order” means the order to be issued by the Court

approving and authorizing the mailing of the Notice Packet by the Settlement Administrator,

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setting the date of the Final Approval Hearing and granting preliminary approval of the

Settlement set forth in this Stipulation, among other things.

28. “Released Claims” with respect to the Participating Class Members (other than

Plaintiffs) means any and all claims, demands, rights, liabilities, and/or causes of action that

were pleaded or could have been pleaded based upon the factual allegations set forth in the

operative complaints filed in the Actions and arising at any time during the Class Period,

including claims for (1) Failure to Provide Required Meal Periods; (2) Failure to Provide

Required Rest Periods; (3) Failure to Provide Overtime Wages; (4) Failure to Pay Minimum

Wage; (5) Failure to Pay All Wages Due to Discharged and Quitting Employees; (6) Failure to

Maintain Required Records; (7) Failure to Furnish Accurate Itemized Statements; (8) Failure to


and Unlawful Business Practices; (10) Failure to Timely Pay All Earned Wages; (11) Failure to

Pay All Accrued Vacation Benefits; (12) Conversion; (13) Violation of California Wage Theft

Prevention Act; and (14) Penalties under PAGA.

“Released Claims” with respect to Plaintiffs only means any and all claims, demands,

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

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

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

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

to the Effective Date. The General Release includes any unknown claims Plaintiffs do not know

or suspect to exist in Plaintiffs’ favor at the time of the release, which, if known by Plaintiffs,

might have affected Plaintiffs’ settlement with, and release of, the Released Parties or might

have affected Plaintiffs’ decision not to object to this Settlement. Plaintiffs stipulate and agree

that, upon the Effective Date, Plaintiffs shall be deemed to have, and by operation of the Final

Approval Order and Judgment shall have, expressly waived and relinquished, to the fullest

extent permitted by law, the provisions, rights, and benefits of Section 1542 of the California

Civil Code, or any other similar provision under federal or state law, which provides:

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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER

FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF

KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS

OR HER SETTLEMENT WITH THE DEBTOR.

Plaintiffs may hereafter discover facts in addition to or different from those Plaintiffs

now know or believe to be true with respect to the subject matter of the Actions and Released

Claims, but Plaintiffs, upon the Effective Date, shall be deemed to have, and by operation of the

Final Approval Order and Judgment shall have, fully, finally, and forever settled and released

any and all Released Claims, whether known or unknown, suspected or unsuspected, contingent

or non-contingent, which now exist, or heretofore have existed upon any theory of law or equity

now existing or coming into existence in the future.

29. “Released Parties” means Defendants DSJ West, Inc. dba Port Logistics Group,

Port Logistics Group, Inc., TPE Acquisition Group, Inc. d/b/a Port Logistics Group, Transport

Express, Inc. d/b/a Port Logistics Group, their respective present or former parent companies,

subsidiary companies and affiliates, and officers, directors, employees, partners, shareholders,

attorneys, agents, and any other successors, assigns, or legal representatives.

30. “Request for Exclusion” means the form, substantially in the form attached

hereto as Exhibit 3, which shall be sent by the Settlement Administrator to each Class Member

and by which Class Members shall elect, if at all, to be excluded from the Actions and the

Settlement.

31. “Response Deadline” means the date forty-five (45) days after the Settlement

Administrator mails the Notice Packets to Class Members and the last date on which Class

Members may submit a Request for Exclusion or objection to the Settlement.

32. “Settlement” means the final and complete disposition of the Actions pursuant to

this Stipulation.

33. “Settlement Administration Costs” means the reasonable costs and fees of

administration of this Settlement to be paid to the Settlement Administrator from the Maximum

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Settlement Amount, including, but not limited to the duties enumerated in Paragraph 62

hereinbelow: (i) translating Notice Packets into Spanish; (ii) printing and mailing (and re-

mailing, if necessary) of Notice Packets to Class Members; (iii) establishing and maintaining a

website for the administration of the settlement; (iv) preparing and submitting to Participating

Class Members and government entities all appropriate tax filings and forms; (v) computing the

amount of and distributing Individual Settlement Payments and resolving any disputes as to the

calculation thereof, Class Representative Service Awards and Class Counsel Award; (vi)

processing and validating Requests for Exclusion; (vii) establishing a Qualified Settlement

Fund, as defined by the Internal Revenue Code; (viii) calculating and remitting to the

appropriate government agencies all employer and employee payroll tax obligations arising

from the Settlement and preparing and submitting filings required by law in connection with the

payments required by the Settlement; (ix) conducting a skip trace to identify the current address

of any and all Participating Class Members whose Notice Packet is returned to the Settlement

Administrator as undeliverable; and (x) establishing and maintaining a toll free number to

address any inquiries by Class Members regarding administration of the Settlement.

34. “Settlement Administrator” means Rust Consulting, Inc.

35. “PLG” means Defendants DSJ West, Inc. dba Port Logistics Group, Port

Logistics Group, Inc., TPE Acquisition Group, Inc. d/b/a Port Logistics Group, and Transport

Express, Inc. d/b/a Port Logistics Group.

36. “Usual Course of Business” means the regular and customary work of a business,

performed within or upon the premises or worksite of PLG in the State of California, as defined

in Labor Code § 2810.3(a).

RECITALS

37. Procedural History. On March 5, 2014, Plaintiff Fabian Hernandez filed a

complaint in the Superior Court of the State of California, County of Los Angeles, entitled,

“Fabian Hernandez, an individual, and Class Representative on Behalf of Himself and All Other

Similarly Situated Non-Exempt Former and Current Employees v. DSJ West, Inc. dba Port

Logistics Group, Consolidated Staffing Solutions, Inc., and Does 1 through 100,” Case No.

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BC538435. The complaint asserted ten causes of action for: (1) Failure to Pay Overtime

Wages; (2) Failure to Provide Meal Breaks; (3) Failure to Provide Rest Breaks; (4) Waiting

Time Penalties; (5) Failure to Pay All Hours Worked; (6) Failure to Provide Accurate Wage

Statements; (7) Private Attorney General Act; (8) Violation of Cal. Bus. & Prof. Code § 17200

et seq.; (9) Unlawful Retaliation [Cal. Labor Code § 1102.5]; and (10) Unlawful Retaliation

[Cal. Labor Code § 98.6].

38. On November 7, 2014, Plaintiffs Juana Madero (“Plaintiff Madero”) and Alicia

Lopez (“Plaintiff Lopez”) filed a First Amended Complaint entitled, “Juana Madero, an

individual and Class Representative on Behalf of Herself and All Other Similarly Situated Non-

Exempt Former and Current Employees; Alicia Lopez, an individual and Class Representative

on Behalf of Herself and All Other Similarly Situated Non-Exempt Former and Current

Employees v. DSJ West, Inc. dba Port Logistics Group, a Delaware Corporation; Consolidated

Staffing Solutions, Inc., a California corporation; and Does 1 through 100, inclusive,” Case No.

BC538435. The First Amended Complaint asserted eight causes of action for: (1) Failure to Pay

Overtime Wages; (2) Failure to Provide Meal Breaks; (3) Failure to Provide Rest Breaks; (4)

Waiting Time Penalties; (5) Failure to Pay All Hours Worked; (6) Failure to Provide Accurate

Wage Statements; (7) Private Attorney General Act; and (8) Violation of Cal. Bus. & Prof.

Code § 17200 et seq.

39. On November 26, 2014, Plaintiff Margarita Gonzalez, a/k/a Ana Hernandez

(“Plaintiff Gonzalez”) filed a complaint in the Superior Court of the State of California, County

of Los Angeles, entitled, “Margarita Gonzalez, a.k.a. Ana Hernandez, an individual, on behalf

of herself and all others similarly situated v. Port Logistics Group, Inc., Temp Staff, Inc., New

Century HR, Inc., Allstar HR, and Does 1 through 100, inclusive,” Case No. BC565104. The

complaint asserted ten causes of action for: (1) Failure to Provide Required Meal Periods; (2)

Failure to Provide Required Rest Periods; (3) Failure to Pay Overtime Wages; (4) Failure to Pay

Minimum Wage; (5) Failure to Timely Pay Wages; (6) Failure to Pay All Wages Due to

Discharged and Quitting Employees; (7) Failure to Maintain Required Records; (8) Failure to

Furnish Accurate Itemized Statements; (9) Failure to Indemnify Employees for Necessary

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Expenditures Incurred in Discharge of Duties; and (10) Unfair and Unlawful Business Practices.

40. On January 30, 2015, Plaintiff Gonzalez filed an Amendment to Complaint

substituting the true name of Defendant TPE Acquisition Group, Inc., a corporation, d/b/a Port

Logistics Group for the fictitious name of “Doe 1,” and an Amendment to Complaint

substituting the true name of Defendant Transport Express, Inc., a California corporation, d/b/a

Port Logistics Group for the fictitious name of “Doe 2.”

41. On April 20, 2015, the Honorable Jane L. Johnson issued an order finding Case

Nos. BC538435 and BC565104 related within the meaning of Local Rule 3.3(f) and rule 3.300

of the California Rules of Court, and designating Case No. BC538435 as the lead case.

42. On August 4, 2015, the Honorable Jane L. Johnson ordered that Case Nos.

BC538435 and BC 565104 shall be consolidated for all purposes.

43. On August 18, 2015, Plaintiff Madero, Plaintiff Lopez, and Plaintiff Gonzalez

filed a consolidated complaint in Case Nos. BC538435 and BC565104. The consolidated class

and representative action complaint asserted eleven causes of action for: (1) Failure to Provide

Required Meal Periods; (2) Failure to Provide Required Rest Periods; (3) Failure to Pay

Overtime Wages; (4) Failure to Pay Minimum Wage; (5) Failure to Timely Pay Wages; (6)

Failure to Pay All Wages Due to Discharged and Quitting Employees; (7) Failure to Maintain

Required Records; (8) Failure to Furnish Accurate Itemized Statements; (9) Failure to


and Unlawful Business Practices; and (11) Representative Action for Civil Penalties Under the

Private Attorneys General Act.

44. On August 28, 2015, Plaintiff Angela Cruz (“Plaintiff Cruz”) filed a complaint in

the Superior Court of California, County of Los Angeles, entitled, “Angela Cruz, and Moes 1

through 1,000, individually, and on behalf of all other similarly situated employees v. Transport

Express, Inc., a California corporation; Payroll Staffing Solutions, Inc., a California

corporation; and Does 1 through 25, inclusive,” Case No. BC592528.



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a California corporation; Platinum Staffing, a California corporation; and Does 1 through 25,





a California corporation; Temp Staff, Inc., a California corporation; and Does 1 through 25,



No. BC592528 asserting thirteen causes of action: (1) Failure to Pay All Earned Wages; (2)






Practices; (12) Private Attorney General Act; and (13) Violation of Labor Code § 2810.3 Shared

Liability for Unpaid Wages.












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50. On March 2, 2016, this Court issued an order deeming Case Nos. BC592528,

BC592538, and BC592542 related to the consolidated cases of BC538435 and BC565104, with

Case No. BC538435 continuing as the lead case. This Court further ordered that the related

cases are deemed consolidated for administrative convenience.

51. On April 20, 2016, Plaintiff Cruz filed a Second Amended Complaint in Case

No. 592528 removing her thirteenth cause of action for Violation of Labor Code § 2810.3

Shared Liability for Unpaid Wages and naming TPE Acquisition Group, Inc. as a defendant.


No. BC592538, substituting the true name of Defendant Lorena Padilla for the fictitious name

of “Doe 15.”


No. BC592528, substituting the true name of Defendant Carlos Padilla for the fictitious name of

“Doe 15,” and an Amendment to Complaint in Case No. BC592528, substituting the true name

of Defendant Lorena Padilla for the fictitious name of “Doe 16.”

54. On December 12, 2016, the Parties participated in a full-day, private mediation

with an experienced mediator, Gig Kyriacou, Esq. In anticipation of the mediation, PLG

undertook substantial time, energy and resources in providing Class Counsel with an extensive

representative sampling of class-wide data and other documents to facilitate a productive

mediation. Despite the parties’ efforts at mediation, theywere unable to reach an agreement.

Thereafter, the Parties continued to engage in settlement discussions with the assistance of Mr.

Kyriacou. On December 21, 2016, Mr. Kyriacou made a mediator’s proposal, which outlined

the material terms of a proposed class action settlement that would fully resolve the Actions.

On December 28, 2016, the Parties accepted the mediator’s proposal, subject to the Parties

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entering into a more comprehensive written settlement agreement.

55. Benefits of Settlement to Plaintiffs and the Class Members. Plaintiffs and Class

Counsel recognize the expense and length of continued proceedings necessary to litigate

Plaintiffs’ disputes in the Actions through trial and through any possible appeals. Plaintiffs also

have taken into account the uncertainty and risks of the outcome of further litigation, and the

difficulties and delays inherent in such litigation. Plaintiffs and Class Counsel are also aware of

the burdens of proof necessary to establish liability for the claims asserted in the Actions, both

generally and in response to PLG’s defenses thereto, and the difficulties in establishing

damages, penalties, restitution and other relief sought in the Actions. Plaintiffs and Class

Counsel also have taken into account PLG’s agreement to enter into a settlement that confers

substantial benefits upon the Class Members. Based upon the foregoing, Plaintiffs and Class

Counsel have determined that the Settlement set forth in this Stipulation is fair, adequate, and

reasonable, and is in the best interests of all Class Members.

56. PLG’s Reasons for Settlement. PLG has concluded that any further defense of

the Actions would be protracted and expensive for all Parties. Substantial amounts of PLG’s

time, energy, and resources have been, and unless this Settlement is completed, shall continue to

be, devoted to the defense of the claims asserted by Plaintiffs. PLG also has taken into account

the risks of further litigation in reaching its decision to enter into this Settlement. Even though

PLG continues to contend that it is not liable for any of the claims alleged by Plaintiffs in the

Actions, PLG has agreed, nonetheless, to settle in the manner and upon the terms set forth in

this Stipulation and to put to rest the claims alleged in the Actions. PLG has asserted and

continues to assert that the claims alleged by Plaintiffs have no merit and do not give rise to any

liability, damages, restitution, penalties or other payments. This Stipulation is a compromise of

disputed claims. Nothing contained in this Stipulation, no documents referred to herein, and no

action taken to carry out this Stipulation, shall be construed or used as an admission by or

against PLG as to the merits or lack thereof of the claims asserted in the Actions. PLG contends

that it has complied with all applicable state, federal and local laws.

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TERMS OF SETTLEMENT

NOW THEREFORE, in consideration of the mutual covenants, promises, and

agreements set forth herein, the Parties agree, subject to the Court’s approval, as follows:

57. Binding Settlement. This Settlement shall bind the Parties, all Participating Class

Members, Class Counsel and Defense Counsel, subject to the terms and conditions hereof and

the Court’s approval.

58. Tax Liability. The Parties make no representations as to the tax treatment or

legal effect of the payments specified herein, and Class Members are not relying on any

statement or representation by the Parties, Class Counsel or Defense Counsel in this regard.

The Parties understand and agree that they shall be responsible for the payment of their

respective share of all taxes and penalties assessed on the payments specified herein, and shall

hold each other, Class Counsel and Defense Counsel free and harmless from and against any

claims resulting from treatment of such payments as non-taxable, including the treatment of

such payments as not subject to withholding or deduction for payroll and employment taxes.

59. Circular 230 Disclaimer. The Parties acknowledge and agree that (1) no

provision of this Stipulation, and no written communication or disclosure between or among the

Parties, Class Counsel or Defense Counsel and other advisers, is or was intended to be, nor shall

any such communication or disclosure constitute or be construed or be relied upon as, tax advice

within the meaning of United States Treasury Department Circular 230 (31 CFR Part 10, as

amended); (2) the acknowledging party (a) has relied exclusively upon his, her, or its own,

independent legal and tax counsel for advice (including tax advice) in connection with this

Stipulation, (b) has not entered into this Stipulation based upon the recommendation of any

other party or any attorney or advisor to any other party, and (c) is not entitled to rely upon any

communication or disclosure by any attorney or adviser to any other party to avoid any tax

penalty that may be imposed on the acknowledging party; and (3) no attorney or adviser to any

other party has imposed any limitation that protects the confidentiality of any such attorney’s or

adviser’s tax strategies (regardless of whether such limitation is legally binding) upon disclosure

by the acknowledging party of the tax treatment or tax structure of any transaction, including

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any transaction contemplated by this Stipulation.

60. Preliminary Approval of Settlement. By April 10, 2017, Plaintiffs shall move the

Court to enter the Preliminary Approval Order, thereby conditionally certifying the Class for

settlement purposes only and setting a Final Approval Hearing date. The Parties agree to work

diligently and cooperatively to present this Settlement to the Court for preliminary approval.

The Preliminary Approval Order shall provide for, among other things, the Notice Packet to be

sent to Class Members as specified herein. The Parties agree that the conditional certification of

the Class is for settlement purposes only and is in no way an admission by PLG in the Actions

or in any other proceeding that class certification is proper.

61. Release by Plaintiffs and Other Participating Class Members: Upon the Effective

Date, Plaintiffs and all other Participating Class Members shall be deemed to have released their

respective Released Claims against the Released Parties.

62. Settlement Administration.

a. Within thirty (30) days after entry of the Preliminary Approval Order,

PLG shall provide the Settlement Administrator with the Class Information for purposes of

mailing the Notice Packets to Class Members.

i. Notice by First Class U.S. Mail. Upon receipt of the Class

Information, the Settlement Administrator shall perform a search based on the National Change

of Address Database maintained by the United States Postal Service to update and correct any

known or identifiable address changes. Within fifteen (15) days after receiving the Class

Information from PLG as provided herein, the Settlement Administrator shall mail copies of the

Notice Packet to all Class Members via regular First Class U.S. Mail. The Settlement

Administrator shall exercise its best judgment to determine the current mailing address for each

Class Member. The address identified by the Settlement Administrator as the current mailing

address shall be presumed to be the most current mailing address for each Class Member. The

Parties agree that this procedure for notice provides the best practical notice to Class Members

and fully complies with due process.

ii. Undeliverable Notice Packets. Any Notice Packet returned to the

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Settlement Administrator as non-delivered on or before the Response Deadline shall be re-

mailed to the forwarding address affixed thereto. If no forwarding address is provided, the

Settlement Administrator shall promptly attempt to determine a correct address by the use of

skip-tracing, or other type of automated search, using the name, address and/or Social Security

number of the Class Member involved, and shall then perform a re-mailing to the Class Member

whose Notice Packet was returned as non-delivered, assuming another mailing address is

identified by the Settlement Administrator. Class Members who are sent a re-mailed Notice

Packet shall have their Response Deadline extended by fifteen (15) days from the date the

Settlement Administrator re-mails the Notice Packet. If these procedures are followed, notice to

Class Members shall be deemed to have been fully satisfied, and if the intended recipient of the

Notice Packet does not receive the Notice Packet, the intended recipient shall nevertheless

remain a Class Member and shall be bound by all terms of the Settlement and the Final Order

and Judgment.

iii. Determination of Individual Settlement Payments. The

Settlement Administrator shall determine the eligibility for, and the amounts of, each Individual

Settlement Payment under the terms of this Stipulation. The Settlement Administrator’s

determination of the eligibility for and amount of each Individual Settlement Payment shall be

binding upon the Class Member and the Parties, yet subject to review by Class Counsel,

Defense Counsel and the Court. In the absence of fraud or gross negligence, PLG’s records

shall be given the presumption of accuracy.

iv. Disputes Regarding Administration of Settlement. Any dispute

not resolved by the Settlement Administrator concerning the administration of the Settlement

shall be resolved by the Court. Prior to any such involvement of the Court, counsel for the

Parties shall confer in good faith to resolve the dispute without the necessity of involving the

Court.

b. Exclusions. The Class Notice shall explain that Class Members who wish

to exclude themselves from the Class and Settlement must submit a Request for Exclusion to the

Settlement Administrator by the Response Deadline. The Request for Exclusion: (1) must

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contain the name, address, and telephone number of the person requesting exclusion; (2) must

be signed by the Class Member; and (3) must be postmarked by the Response Deadline and

returned to the Settlement Administrator at the specified address. Subject to review by Class

Counsel, Defense Counsel and the Court, the date of the postmark on the return mailing

envelope on the Request for Exclusion shall be the exclusive means used by the Settlement

Administrator to determine whether a Class Member has timely requested exclusion from the

Class and Settlement. Any Class Member who timely and properly requests to be excluded

from the Class and Settlement shall not be entitled to any benefits under the Settlement and shall

not be bound by the terms of the Settlement, nor shall the Class Member have any right to object

to the Settlement or appeal from the entry of the Final Order and Judgment. Class Members

who do not submit a valid and timely Request for Exclusion on or before the Response Deadline

shall be bound by all terms of the Settlement and the Final Order and Judgment entered in this

Action if the Settlement is finally approved by the Court. No later than ten (10) days after the

Response Deadline, the Settlement Administrator shall provide counsel for the Parties with a

complete list of all Class Members who submitted a timely and valid Request for Exclusion.

c. Objections. The Class Notice shall state that Class Members who wish to

object to the Settlement shall submit to the Settlement Administrator a written brief or statement

of objection (“Notice of Objection”) by the Response Deadline. The Notice of Objection must

(1) state the full name of the Class Member; (2) be signed by the Class Member; (3) state the

grounds for the objection; and (4) be postmarked by the Response Deadline and returned to the

Settlement Administrator at the specified addresses. The Settlement Administrator shall

promptly forward all Notices of Objection to Class Counsel and to Defense Counsel. Subject to

review by Class Counsel, Defense Counsel and the Court, the date of the postmark on the return

mailing envelope on the Notice of Objection shall be the exclusive means used by the

Settlement Administrator to determine whether a Class Member has timely objected to the

Settlement. Class Members who fail to timely make objections in the manner specified herein

shall be deemed to have waived any objections and shall be foreclosed from making any

objections (whether by appeal or otherwise) to the Settlement. At no time shall any of the

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Parties, Class Counsel or Defense Counsel seek to solicit or otherwise encourage Class

Members to file and serve a Notice of Objection or appeal from the Final Order and Judgment.

The Parties shall file responses to any Notices of Objection at the time the motion for final

approval is filed.

d. Monitoring and Reviewing Settlement Administration. The Parties and

their respective Counsel have the right to monitor and review the administration of the

Settlement to verify that the monies allocated under the Settlement are distributed in a correct

amount, as provided for in this Stipulation.

e. Best Efforts. The Parties agree to use their best efforts to carry out the

terms of this Settlement.

63. Funding and Allocation of Maximum Settlement Amount. Class Members shall

not be required to submit a claim in order to receive a share of the Net Settlement Amount, and

no portion of the Maximum Settlement Amount shall revert to PLG or result in an unpaid

residue. No later than ten (10) days after the Effective Date, PLG shall provide to the

Settlement Administrator in any feasible manner, including, but not limited to, by way of a wire

transfer, the Maximum Settlement Amount. In no event shall there be any distribution from the

Maximum Settlement Amount until after the Effective Date and all conditions precedent

specified in this Stipulation have been completely satisfied. If this Settlement is not finally

approved by the Court in full, or is terminated, rescinded, canceled or fails to become effective

for any reason, or if the Effective Date does not occur, then no Maximum Settlement Amount

shall be paid.

a. Individual Settlement Payments. Individual Settlement Payments shall be

paid by the Settlement Administrator from the Net Settlement Amount and shall be paid

pursuant to the formula set forth herein. Individual Settlement Payments shall be mailed by the

Settlement Administrator by regular First Class U.S. Mail to each Participating Class Member’s

last known mailing address within fourteen (14) days after PLG provides the Settlement

Administrator with the Maximum Settlement Amount. Individual Settlement Payments shall be

allocated as follows: 1/3 as wages subject to all applicable tax withholdings, 1/3 as non-wage

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penalties not subject to payroll tax withholdings, and 1/3 as non-wage interest not subject to

payroll tax withholdings. The Settlement Administrator shall issue an IRS Form W-2 to each

Participating Class Member for the portion of the Individual Settlement Payment allocated as

wages and subject to all applicable tax withholdings. The Settlement Administrator shall issue

an IRS Form 1099 to each Participating Class Member for the portion of the Individual

Settlement Payment allocated as non-wage penalties and interest and not subject to payroll tax

withholdings.

i. Each Participating Class Member’s Individual Settlement

Payment shall be calculated solely by the Settlement Administrator according to the following

formula: PLG shall provide the Settlement Administrator with the Compensable Workweeks for

each Participating Class Member to the extent possible; the Settlement Administrator shall then

(1) divide the Compensable Workweeks worked by each Participating Class Member by the

total Compensable Workweeks worked by all Participating Class Members, and (2) multiply the

result in (1) by the Net Settlement Amount. The Individual Settlement Payment will be reduced

by any required legal deductions for each Participating Class Member.

ii. Individual Settlement Payments shall be made by check and shall

be made payable to each Participating Class Member as set forth in this Stipulation.

iii. The back of each check issued to Participating Class Members

shall state as follows: “My signature hereon constitutes my declaration, under penalty of

perjury, that I am the individual to whom this check was made payable and serves as my full

and complete release of all ‘Released Claims’ as described more fully in this Stipulation and the

Notice of Class Action Settlement.”

iv. All checks for Individual Settlement Payments paid to

Participating Class Members shall advise that the checks will remain valid and negotiable for

ninety (90) days from the date of the checks’ issuance and shall thereafter automatically be void

if not cashed by a Participating Class Member within that time. Any Individual Settlement

Payment that is not cashed by a Participating Class Member within ninety (90) days of issuance

shall be paid, on a pro rata basis according to the formula set forth in Section 63(a)(i) of this

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Agreement, to the Participating Class Members who cashed their Individual Settlement Payment

within ninety (90) days of the mailing. The payment of the reapportioned funds to Participating

Class Members who cashed their Individual Settlement Payments shall be referred to as the

“Reapportioned Settlement Payments.” The Settlement Administrator shall mail the

Reapportioned Settlement Payments within ten (10) days after the expiration of the ninety (90)

day period for cashing the Individual Settlement Payments. The Reapportioned Settlement

Payments shall be treated exclusively as payment for penalties and interest and will not be

subject to payroll tax withholdings. The Settlement Administrator shall issue an IRS Form 1099

to each Participating Class Member who is issued a Reapportioned Settlement Payment. All

checks for Reapportioned Settlement Payments paid to Participating Class Members shall advise

that the checks will remain valid and negotiable for ninety (90) days from the date of the

checks’ issuance.

v. If a Reapportioned Settlement Payment check remains uncashed

after ninety (90) days from issuance, the Settlement Administrator shall pay over the amount

represented by the check, without the need to include interest, to the California Department of

Industrial Relations Unpaid Wage Fund with the identity of the Participating Class Member to

whom the funds belong. In such event, the Participating Class Member shall nevertheless

remain bound by the Settlement.

b. Individual Settlement Payments Do Not Trigger Employment

Relationship or Additional Benefits. All monies received by Participating Class Members under

the Settlement which are attributable to wages shall constitute income to such Participating

Class Members solely in the year in which such monies actually are received by the

Participating Class Members. It is expressly understood and agreed that the receipt of

Individual Settlement Payments shall not entitle any Participating Class Member to additional

compensation or benefits under any collective bargaining agreement or under any bonus, contest

or other compensation or benefit plan or agreement in place during the period covered by the

Settlement, nor shall it entitle any Participating Class Member to any increased pension and/or

retirement, or other deferred compensation benefits. It is the intent of the Parties that Individual

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Settlement Payments provided for in this Stipulation are the sole payments to be made by PLG

to Participating Class Members in connection with this Settlement, with the exception of

Plaintiffs, and that the Participating Class Members are not entitled to any new or additional

compensation or benefits as a result of having received the Individual Settlement Payments

(notwithstanding any contrary language or agreement in any collective bargaining agreement or

in any benefit or compensation plan document that might have been in effect during the period

covered by this Settlement). Furthermore, the receipt of Individual Settlement Payments by

Participating Class Members shall not, and does not, by itself establish any general, special, or

joint employment relationship between and among the Participating Class Member(s) and PLG.

c. Class Representative Service Awards. Subject to Court approval, each

Plaintiff shall be paid a Class Representative Service Award not to exceed Ten Thousand

Dollars ($10,000.00), or any lesser amount as awarded by the Court, for their time and effort in

bringing and presenting the Actions and for releasing their Released Claims. PLG agrees not to

oppose or object to this request. The Class Representative Service Awards shall be paid to

Plaintiffs from the Maximum Settlement Amount no later than fourteen (14) days after PLG

provides the Settlement Administrator with the Maximum Settlement Amount. The Settlement

Administrator shall issue an IRS Form 1099 to each Plaintiff for his or her respective Class

Representative Service Award. Plaintiffs shall be solely and legally responsible to pay any and

all applicable taxes on their respective Class Representative Service Awards and shall hold

harmless PLG, Class Counsel and Defense Counsel from any claim or liability for taxes,

penalties, or interest arising as a result of payment of the Class Representative Service Awards.

The Class Representative Service Awards shall be made in addition to the Plaintiffs’ Individual

Settlement Payments. Any amount requested by Plaintiffs for the Class Representative Service

Awards and not awarded by the Court shall become part of the Net Settlement Amount and shall

be distributed to Participating Class Members as part of their Individual Settlement Payments.

d. Class Counsel Award. Subject to Court approval, Class Counsel shall be

entitled to receive reasonable attorneys’ fees in an amount not to exceed thirty three and one-

third percent (33 1/3%) of the Maximum Settlement Amount.. In addition, subject to Court

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approval, Class Counsel shall be entitled to an award of reasonable costs associated with Class

Counsel’s prosecution of the Actions in an amount not to exceed Seventy Thousand Dollars

($70,000.00). Class Counsel shall provide the Settlement Administrator with a properly

completed and signed IRS Form W-9 in order for the Settlement Administrator to process the

Class Counsel Award approved by the Court. PLG agrees not to oppose or object to such

requests. In the event the Court awards Class Counsel less than thirty-three and one-third

percent (33 1/3%) of the Maximum Settlement Amount in attorneys’ fees and/or less than

Seventy Thousand Dollars ($70,000.00) in costs, the difference shall become part of the Net

Settlement Amount and shall be distributed to Participating Class Members as part of their

Individual Settlement Payments. Class Counsel shall be paid any Court-approved attorneys’

fees and costs no later than fourteen (14) days after PLG provides the Settlement Administrator

with the Maximum Settlement Amount. Class Counsel shall be solely and legally responsible to

pay all applicable taxes on the Class Counsel Award. The Settlement Administrator shall issue

an IRS Form 1099 to Class Counsel for the Class Counsel Award. This Settlement is not

conditioned upon the Court awarding Class Counsel any particular amount of attorneys’ fees or

costs. Class Counsel agrees that each respective firm shall submit itemized reports of

reasonable litigation costs to the Court for reimbursement, with the total not to exceed Seventy

Thousand Dollars ($70,000.00). Class Counsel agrees that any attorneys’ fees awarded by the

Court pursuant to this Stipulation, including any multiplier (i.e., premium above the lodestar),

shall be divided as follows: thirty-four percent (34%) to Matern Law Group, PC; seventeen

percent (17%) to Wilson Trial Group; seventeen percent (17%) to the Sweeney Law Firm, APC;

17% to Solouki & Savoy, LLP; and fifteen percent (15%) to Law Office of Robert W. Skripko,

APLC and Denis & Rasi, PC together (as to this 15% share of attorneys’ fees, they shall be split

ten percent (10%) to Law Office of Robert W. Skripko, APLC; and 90% to Denis & Rasi, PC).

Class Counsel agrees to direct the Settlement Administrator to pay the award of attorneys’ fees

in a manner consistent with the terms of this Stipulation. This agreement concerning the

division of attorneys’ fees shall not operate to increase the total fee charged by Class Counsel to

their respective clients. This agreement constitutes the entire agreement between Class Counsel

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regarding the division of attorneys’ fees in the Actions and it supersedes all prior agreements,

negotiations, and understandings with respect to the division of attorneys’ fees between Class

Counsel. The signatures of Plaintiffs below shall signify their agreement and consent to this

division of attorneys’ fees in accordance with Rule 2-200 of the California Rules of Professional

Conduct.

e. Settlement Administration Costs. The Settlement Administrator shall be

paid from the Maximum Settlement Amount for the Settlement Administration Costs, which are

estimated not to exceed Forty Thousand Dollars ($40,000.00). To the extent actual Settlement

Administration Costs are greater than $40,000.00, such excess amount shall be taken out of the

Maximum Settlement Amount. Any portion of the estimated or designated Settlement

Administration Costs that are not in fact required to fulfill the total settlement administration

costs shall become part of the Net Settlement Amount and shall be distributed to Participating

Class Members as part of their Individual Settlement Payments. Prior to Plaintiffs filing a

motion for final approval of this Settlement, the Settlement Administrator shall provide the

Parties with a statement detailing the Settlement Administration Costs to date. The Parties agree

to cooperate in the Settlement administration process and to make all reasonable efforts to

control and to minimize Settlement Administration Costs.

i. The Parties each represent they do not have any financial interest

in the Settlement Administrator or otherwise have a relationship with the Settlement

Administrator that could create a conflict of interest.

ii. The Settlement Administrator shall keep the Parties timely

apprised of the performance of all Settlement Administrator responsibilities required by the

Settlement. The Settlement Administrator shall be authorized to establish a Qualified

Settlement Fund (“QSF”) pursuant to IRS rules and regulations in which the Maximum

Settlement Amount shall be placed and from which payments required by the Settlement shall

be made.

iii. The Settlement Administrator shall be entitled to withdraw from

the QSF its Settlement Administration Costs no earlier than fourteen (14) days after PLG

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provides the Settlement Administrator with the Maximum Settlement Amount.

f. Payment to the LWDA. Twenty Five Thousand Dollars ($25,000.00)

from the Maximum Settlement Amount shall be allocated to penalties under PAGA, of which

Eighteen Thousand Seven Hundred Fifty Dollars ($18,750.00) shall be paid by the Settlement

Administrator directly to the LWDA. The remaining Six Thousand Two Hundred Fifty Dollars

($6,250.00) shall be part of the Net Settlement Amount and shall be distributed to Participating

Class Members as part of their Individual Settlement Payments.

64. Final Settlement Approval Hearing and Entry of Final Order and Judgment.

Upon expiration of the Response Deadline, a Final Approval Hearing shall be conducted to

determine whether to grant final approval of the Settlement, including determining the amounts

properly payable for: (i) the Class Counsel Award; (ii) the Class Representative Service

Awards; (iii) Settlement Administration Costs; and (iv) the payment to the LWDA. Prior to the

Final Approval Hearing, the Settlement Administrator shall provide a written report or

declaration to the Parties describing the process and results of the administration of the

Settlement to date, which report or declaration shall be filed by Plaintiffs with the Court prior to

the Final Approval Hearing. If the Court grants final approval of the Settlement, the Settlement

Administrator shall post notice of final judgment on its website within seven (7) calendar days

of entry of the Final Order and Judgment.

65. Nullification of Settlement. In the event: (i) the Court does not enter the

Preliminary Approval Order; (ii) the Court does not grant final approval the Settlement; (iii) the

Court does not enter the Final Order and Judgment; or (iv) the Settlement does not become final

for any other reason, this Stipulation shall be rendered null and void, any order or judgment

entered by the Court in furtherance of this Settlement shall be treated as void from the

beginning, this Stipulation and any documents related to it shall not be used by any Class

Member or Class Counsel to support any claim or request for class certification in the Actions,

and shall not be used in any other civil, criminal or administrative action against PLG or any of

the other Released Parties, the Parties shall be returned to their respective statuses as of the date

and time immediately prior to the execution of this Stipulation, and the Parties shall proceed in

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all respects as if this Stipulation had not been executed, except that any Settlement

Administration Costs already incurred by the Settlement Administrator shall be equally paid to

the Settlement Administrator by the Parties. In the event an appeal is filed from the Court’s

Final Order and Judgment, or any other appellate review is sought, administration of the

Settlement shall be stayed pending final resolution of the appeal or other appellate review. Any

fees incurred by the Settlement Administrator prior to it being notified of the filing of an appeal

from the Court’s Final Order and Judgment, or any other appellate review, shall be equally paid

by the Parties to the Settlement Administrator.

66. No Admission by PLG. PLG denies all claims alleged in the Actions and denies

all wrongdoing whatsoever. Neither this Stipulation, nor any of its terms and conditions, nor

any of the negotiations connected with it, is a concession or admission, and none shall be used

against PLG as an admission or indication with respect to any claim of any fault, concession, or

omission by PLG or that class certification is proper under the standard applied to contested

certification motions. The Parties stipulate and agree to the certification of the proposed class

for settlement purposes only. As part of this Settlement, PLG shall not be required to enter into

any consent decree nor shall PLG be required to agree to any provision for injunctive or

prospective relief. The Parties further agree that this Stipulation will not be admissible in this or

any other proceeding as evidence that either (i) a class action should be certified or (ii) PLG is

liable to Plaintiffs or any Class Member, other than according to the terms of this Stipulation.

67. Exhibits and Headings. The terms of this Stipulation include the terms set forth

in any attached Exhibits, which are incorporated by this reference as though fully set forth

herein. The Exhibits to this Stipulation are an integral part of the Settlement. The descriptive

headings of any paragraphs or sections of this Stipulation are inserted for convenience of

reference only.

68. Interim Stay of Action. The Parties agree to stay and to request that the Court

stay all proceedings in the Action, except such proceedings necessary to implement and

complete the Settlement and enter the Final Order and Judgment.

69. Amendment or Modification. This Stipulation may be amended or modified only

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by a written instrument signed by counsel for all Parties or their successors-in-interest.

70. Entire Agreement. This Stipulation and any attached Exhibits constitute the

entire agreement between the Parties, and no oral or written representations, warranties, or

inducements have been made to Plaintiffs or PLG concerning this Stipulation or its Exhibits

other than the representations, warranties, and covenants contained and memorialized in this

Stipulation and its Exhibits. No other prior or contemporaneous written or oral agreements may

be deemed binding on the Parties.

71. Authorization to Enter Into Settlement Agreement. Class Counsel and Defense

Counsel warrant and represent they are expressly authorized by the Parties whom they represent

to negotiate this Stipulation and to take all appropriate actions required or permitted to be taken

by such Parties pursuant to this Stipulation to effectuate its terms, and to execute any other

documents required to effectuate the terms of this Stipulation. The Parties, Class Counsel and

Defense Counsel shall cooperate with each other and use their best efforts to effect the

implementation of the Settlement. In the event the Parties are unable to reach agreement on the

form or content of any document needed to implement the Settlement, or on any supplemental

provisions that may become necessary to effectuate the terms of this Settlement, the Parties may

seek the assistance of the Court and/or mediator Gig Kyriacou to resolve such disagreement.

The person signing this Stipulation on behalf of PLG represents and warrants that he/she is

authorized to sign this Stipulation on behalf of PLG. Plaintiffs represent and warrant that they

are authorized to sign this Stipulation and that they have not assigned any claim, or part of a

claim, covered by this Settlement to a third party. The Parties have cooperated in the drafting

and preparation of this Stipulation Agreement. Hence, in any construction made of this

Stipulation, the same shall not be construed against any of the Parties.

72. Binding on Successors and Assigns. This Stipulation shall be binding upon, and

inure to the benefit of, the successors and assigns of the Parties.

73. California Law Governs. All terms of this Stipulation and the Exhibits hereto

shall be governed by and interpreted according to the laws of the State of California, without

giving effect to any law that would cause the laws of any jurisdiction other than the State of

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California to be applied.

74. Counterparts. This Stipulation may be executed in one or more counterparts. All

executed counterparts and each of them shall be deemed to be one and the same instrument.

75. This Settlement is Fair, Adequate and Reasonable. Plaintiffs represent that this

Settlement is a fair, adequate, and reasonable settlement of the Actions and they have arrived at

this Settlement after extensive arms-length negotiations, taking into account all relevant factors,

present and potential.

76. Jurisdiction of the Court. Following entry of the Final Order and Judgment,

pursuant to California Code of Civil Procedure §664.6, the Court shall retain jurisdiction with

respect to the interpretation, implementation, and enforcement of the terms of this Stipulation

and all orders and judgments entered in connection therewith, and the Parties, Class Counsel

and Defense Counsel submit to the jurisdiction of the Court for purposes of interpreting,

implementing, and enforcing the Settlement embodied in this Stipulation and all orders and

judgments entered in connection therewith.

77. Invalidity of Any Provision. Before declaring any term or provision of this

Stipulation invalid, the Parties request that the Court first attempt to construe the terms or

provisions valid to the fullest extent possible consistent with applicable precedents so as to

define all provisions of this Stipulation as valid and enforceable. If any provision(s) or term(s)

of this Settlement Agreement is determined to be void or unenforceable except for the release

provisions provided herein, said provision(s) or term(s) shall be stricken from this Settlement

Agreement, and the remaining terms and provisions shall remain valid and enforceable.

78. Binding Nature of Notice of Class Action Settlement. It is agreed that because

the Class Members are so numerous, it is impossible or impractical to have each Class Member

execute the Stipulation. The Class Notice shall advise all Class Members of the binding nature

of the Settlement, and the release of Released Claims and shall have the same force and effect as

if this Stipulation were executed by each Participating Class Member.

79. Confidentiality. Plaintiffs and Class Counsel agree to keep the facts and terms of

this Settlement confidential until the Preliminary Approval Order is sought from the Court, and,

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thereafter, to the fullest extent possible. Plaintiffs and Class Counsel also agree not to make or

offer to make any public disclosure of the Settlement, other than what is necessary and

consistent with the need for judicial approval of the Settlement and notice to Class Members.

Class Counsel shall take all steps necessary to ensure that Plaintiffs are aware of, and will

ensure that they adhere to, the restriction against any public disclosure of the terms of the

Settlement. Class Counsel shall take all steps necessary to ensure that Plaintiffs are aware of,

and will ensure that each adheres to, the terms of this paragraph.

80. The Parties hereto 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 rights

herein released and discharged except as set forth herein.

81. In the event a party to this Settlement Agreement institutes any legal action or

other proceeding against any other party to enforce the provisions of this Settlement Agreement

or to declare rights or obligations under this Settlement Agreement, the prevailing party shall be

entitled to recover from the unsuccessful party or parties reasonable attorneys’ fees and costs,

including expert witness fees incurred in connection with any enforcement proceedings.

82. The Parties acknowledge and agree that this Settlement Agreement reflects their

good faith compromise of the claims raised in the Actions, based on their assessment of the

mutual risks and costs of further litigation and the assessments of their counsel. The Parties are

represented by competent counsel, and they have had an opportunity to consult with counsel

prior to execution of this Settlement Agreement.

83. The Parties acknowledge and agree that: (i) they have been advised of their right

to consult an attorney before signing this Agreement, and are hereby so advised; (ii) they have

consulted with their respective Counsel; (iii) they fully understand the provisions of this

Settlement Agreement and their effect; (iv) Counsel have explained all provisions of this

Settlement Agreement and their effect, and (v) they are signing this Settlement Agreement

voluntarily and free from duress.

[Signatures on next page.]

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DATED: 't - /& ,2017 rrtoro o*i,Iô,. 6 tn, -

DATED:

DATED:

DATED:

DATED

DATED

2017Plaintiff JUANA MADERO

2017Plaintiff ALICIA LOPEZ

ptaiñtiîfltaRcÄRlTA coNZALE z a/k/ aANA HERNANDEZ

20t7Plaintiff ANGELA CRUZ

2017 Defendant DSJ WEST, INC.

By:NameTitle:

2017 Defendant PORT LOGISTICS GROUP, INC.

By:NameTitle:

2017 Defendant TPE ACQUISITION, INC

ByNameTitle:

-31 -

DATED:


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DATED: April 2017 SOLOUKI & SAVOY LLP

By:SHOHAM J. SOLOUKI

GRANT J. SAVOY

Attorneys for PlaintiffsJUANA MADERO and ALICIA LOPEZ,

individually and on behalf of all others similarlysituated

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DATED: April Pt2017 DENIS & RASI, PC

DATED; April ii-2017

DATED: April 2017

PAUL J. DENIS

ETHAN E. RASI

Attorneys for Plaintiff, ANGELA CRUZ,individually and on behalf of all others similarlysituated

LAW OFFICE OF

ROBERT W. SKRIPKO, JR., PC

ROBERTJkVrSKRIPF^CLjR.Attorneys for Plaintiff, ANGELA CRUZ,individually and on behalf of all others similarlysituated

JACKSON LEWIS P.C.

By:JAMES P. CARTER

KATHY LE

Attorneys for DefendantsDSJ WEST, INC., PORT LOGISTICS GROUP,INC., TPE ACQUISITION, INC., andTRANSPORT EXPRESS, INC.

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Documents

MATERN LAW GROUP, PC - Port Logistics Group Settlement · 2017. 6. 28. · BRANDON J. SWEENEY (SBN 278532) I 5233 Ventura Boulevard, Suite 500 Sherman Oaks, ... Eon. John Shepard