Galeener v. Source Refrigeration & HVAC, Inc.

Filing 131

Order by Hon. Vince Chhabria granting 130 Revised Order 1) Conditionally Certifying Settlement Class Action, 2) Granting Preliminary Approval to Proposed Class Action Settlement and Plan of Allocation, 3) Directing Dissemination of Notice to the Class, and 4) Setting Date for Fairness Hearing and Related Dates.(knm, COURT STAFF) (Filed on 3/13/2015)

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Galvin B. Kennedy, Pro Hac Vice
[e-mail]
Gabriel Assaad, Pro Hac Vice
[e-mail]
KENNEDY HODGES, L.L.P.
711 W. Alabama Street
Houston, TX 77006
Telephone: [phone]
713-523-1116
John M. Padilla (Cal. Bar No. 279815)
[e-mail]
PADILLA & RODRIGUEZ, L.L.P.
601 South Figueroa Street, Suite 4050
Los Angeles, CA 90017
Telephone: [phone]
Facsimile: [phone]

Christopher McNerney, Pro Hac Vice
[e-mail]
OUTTEN & GOLDEN LLP
3 Park Ave
New York, NY 10016
Telephone: [phone]
Facsimile: [phone]

Attorneys for Plaintiffs and Proposed Class

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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN FRANCISCO DIVISION

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Jahan C. Sagafi (Cal. Bar No. 224887)
OUTTEN & GOLDEN LLP
One Embarcadero Center, 38th Floor
San Francisco, CA 94111
[e-mail]
Telephone: [phone]
Facsimile: [phone]

LYLE E. GALEENER, Individually and
On Behalf of All Others Similarly Situated,

Case No. 3:13-cv-04690-VC

Plaintiffs,

REVISED [PROPOSED] ORDER
(1) CONDITIONALLY CERTIFYING
SETTLEMENT CLASS ACTION,
(2) GRANTING PRELIMINARY
APPROVAL TO PROPOSED CLASS
ACTION SETTLEMENT AND PLAN
OF ALLOCATION, (3) DIRECTING
DISSEMINATION OF NOTICE TO
THE CLASS; AND (4) SETTING DATE
FOR FAIRNESS HEARING AND
RELATED DATES.

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v.
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SOURCE REFRIGERATION & HVAC,
INC.,

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Defendant.

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REVISED [PROPOSED] ORDER RE
PRELIM. APPROVAL OF CLASS ACTION SETTLEMENT
CASE NO 3:13-CV-04960-VC

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On March 9, 2015, a hearing was held on the motion of Plaintiff Lyle Galeener,
Individually and on Behalf of All Others Similarly Situated (“Plaintiffs”) for an order (1)
conditionally certifying the proposed settlement Classes as opt-out Classes under Federal Rule of
Civil Procedure 23; (2) appointing Plaintiffs as Class Representatives; (3) appointing Plaintiffs’
counsel as Class Counsel; (4) granting preliminary approval to the parties’ Stipulation of Class
Settlement and Settlement Agreement (the “Settlement,” attached as Exhibit A to the declaration
of Galvin Kennedy); (5) approving the mailing of the proposed Class Notice; (6) appointing CPT
as the Settlement Administrator; and (7) scheduling a final approval hearing and related dates (the
“Preliminary Approval Motion”). Jahan C. Sagafi, Galvin Kennedy, Gabriel Assaad, and John
Padilla appeared for Plaintiffs. Margaret Keane, Michael Sheehan, and Ben Gipson appeared for
Defendant Source Refrigeration & HVAC, Inc. (“Source”).

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Having considered the papers on the motion, the arguments of counsel, and the law, the
Court now enters this Preliminary Approval Order and FINDS, CONCLUDES, and ORDERS as
follows:

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I.
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Plaintiffs allege that Source violated wage and hour laws by failing to pay class members
for all hours worked, miscalculating the overtime rate and, with respect to the California class
members, violating meal and rest period laws.

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NATURE OF ACTION

Source disputes and denies all of Plaintiffs’ claims. Source contends that it has fully
complied will all applicable laws at issue in this matter.

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II.
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A.

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CONDITIONAL CERTIFICATION OF SETTLEMENT CLASS UNDER RULE 23
Settlement Classes

For settlement purposes only, the Parties have proposed conditional certification of the
following state law settlement classes under Federal Rule of Civil Procedure 23 (the “Class”):
(1) an Arizona state-law class consisting of all current and former Source employees who are or
were employed in Covered Positions1 in Arizona at any time during the Covered Period; (2) a

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The Covered Positions are Source HVAC and refrigeration technicians, as defined in the
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REVISED [PROPOSED] ORDER RE
PRELIM. APPROVAL OF CLASS ACTION SETTLEMENT
CASE NO 3:13-CV-04960-VC

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California state-law class consisting of all current and former Source employees who are or were
employed in Covered Positions in California at any time during the Covered Period; (3) a
Colorado state-law class consisting of all current and former Source employees who are or were
employed in Covered Positions in Colorado at any time during the Covered Period; (4) a Florida
state-law class consisting of all current and former Source employees who are or were employed
in Covered Positions in Florida at any time during the Covered Period; (5) a Georgia state-law
class consisting of all current and former Source employees who are or were employed in
Covered Positions in Georgia at any time during the Covered Period; (6) a Idaho state-law class
consisting of all current and former Source employees who are or were employed in Covered
Positions in Idaho at any time during the Covered Period; (7) a Nevada state-law class consisting
of all current and former Source employees who are or were employed in Covered Positions in
Nevada at any time during the Covered Period; (8) a New Mexico state-law class consisting of all
current and former Source employees who are or were employed in Covered Positions in New
Mexico at any time during the Covered Period; (9) an Oregon state-law class consisting of all
current and former Source employees who are or were employed in Covered Positions in Oregon
at any time during the Covered Period; (10) a quantum meruit state-law class consisting of all
current and former Source employees who are or were employed in Covered Positions in Texas,
Alabama, Minnesota, Montana, Nebraska, Oklahoma, North Carolina, South Carolina, Tennessee,
Utah, and Wyoming at any time during the Covered Period; and (11) a Washington state-law
class consisting of all current and former Source employees who are or were employed in
Covered Positions in Washington at any time during the Covered Period.
The term “Covered Position” means the nonexempt hourly service technician position at
Source in the United States. The term “Covered Period” means October 24, 2009 through entry
of this Court’s final approval order in California, and October 24, 2010 through entry of this
Court’s final approval order elsewhere.

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Settlement, § I.K.
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REVISED [PROPOSED] ORDER RE
PRELIM. APPROVAL OF CLASS ACTION SETTLEMENT
CASE NO 3:13-CV-04960-VC

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B.

Conditional Rule 23 Certification

The Court hereby finds and concludes that for purposes of the Settlement only, the Classes
satisfy all of the requirements for certification under Rule 23(a) and (b)(3) of the Federal Rules of
Civil Procedure.
1.

Each Class is sufficiently numerous that joinder is impracticable.

2.

The members of each Class share common issues of fact and law regarding

(i) whether Source’s practice of excluding shift-differential pay from the technicians’ regular rate
for purposes of overtime calculation violates the FLSA and state wage laws; (ii) whether standby
time constitutes compensable work time, and whether Source’s policy and practice of not
compensating technicians for this time runs afoul of the FLSA and state wage laws; (iii) whether
Source’s policies and lack thereof violate the California meal period or rest break laws; and (iv)
the proper method of calculating damages if the above violations are proven.
3.

Each Class Representative’s claims are typical of those of the Class he proposes to

represent, because they arise out of the same policies and practices and course of conduct
complained of by all Class Members.
4.

Each Class Representative is an adequate representative of the Class he proposes

to represent, because his interests are co-extensive with those of the Class Members, and he has
retained experienced counsel to represent him and the Class Members.
5.

Questions of law or fact common to each Class predominate over individualized

issues, and a class action is superior to other available methods for the fair and efficient
adjudication of this controversy.
6.

Because certification of each Class is proposed in the context of a settlement, the

Court need not inquire whether the case, if tried as a class action, would present intractable
management problems.
Accordingly, the Court hereby certifies the Class under Rule 23(a) and (b)(3).

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REVISED [PROPOSED] ORDER RE
PRELIM. APPROVAL OF CLASS ACTION SETTLEMENT
CASE NO 3:13-CV-04960-VC

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III.

APPOINTMENT OF CLASS REPRESENTATIVES AND CLASS COUNSEL

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A.

Class Representatives

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The Court finds and concludes that each Class Representative has claims typical of the

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Members of the Class he proposes to represent, and he is an adequate representative of the Class

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he seeks to represent. The Court hereby appoints Plaintiffs to serve as Class Representatives of

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the Classes they propose to represent.

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B.

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The Court finds and concludes that Kennedy Hodges, LLP, Padilla & Rodriguez, LLP,

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Class Counsel

and Outten & Golden LLP have, separately and collectively, extensive experience and expertise

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in prosecuting wage-and-hour class actions and collective actions. The Court appoints these

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firms as Class Counsel.

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IV.

PRELIMINARY APPROVAL OF SETTLEMENT
The Court has reviewed the terms of the Settlement, including the plan of allocation and

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the release of claims. The Court has also read and considered the declaration of Galvin B.

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Kennedy in support of preliminary approval. Based on review of those papers, and the Court’s

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familiarity with this case, the Court finds and concludes that the Settlement is the result of arms-

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length negotiations between the Parties conducted after Class Counsel had adequately

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investigated Plaintiffs’ claims and become familiar with their strengths and weaknesses. The

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assistance of an experienced mediator in the settlement process confirms that the Settlement is

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non-collusive. Based on all of these factors, the Court concludes that the proposed Settlement

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meets the criteria for preliminary settlement approval. The Settlement has no obvious defects and

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falls within the range of possible approval as fair adequate, and reasonable, such that notice to the

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Class Members is appropriate. Accordingly, the Settlement is hereby preliminarily approved.

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V.

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APPROVAL OF THE NOTICE PLAN
The Parties have also submitted for this Court’s approval a proposed class notice

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(evidenced by Exhibit 1 to the Settlement). After carefully reviewing these documents, the Court

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finds and concludes as follows:

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REVISED [PROPOSED] ORDER RE
PRELIM. APPROVAL OF CLASS ACTION SETTLEMENT
CASE NO 3:13-CV-04960-VC

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A.

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The Class Notice is the best notice practicable under the circumstances and allows Class

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Best Notice Practicable

Members a full and fair opportunity to consider the Settlement.
The Class Notice fairly, plainly, accurately, and reasonably informs Class Members of:

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(1) appropriate information about the nature of this action, the definition of the Classes, the

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identity of Class Counsel, and the essential terms of the Settlement, including the plan of

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allocation; (2) appropriate information about Plaintiffs’ forthcoming application for the Class

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Representative Payments and the Class Counsel Attorneys’ Fees and Costs Award; (3)

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appropriate information about how Class Members’ settlement shares will be calculated;

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(4) appropriate information about this Court’s procedures for final approval of the Settlement, and

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about Class Members’ right to appear through counsel if they desire; (5) appropriate information

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about how to comment on or opt out of the Settlement, if a Class Member wishes to do so; and (6)

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appropriate instructions as to how to obtain additional information regarding this action and the

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Settlement.

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The proposed plan for distributing the Class Notice likewise is a reasonable method

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calculated to reach all individuals who would be bound by the Settlement. Under this plan, the

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Settlement Administrator will distribute the Class Notice to all Class Members by first-class mail

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and e-mail to their last known addresses. There is no additional method of distribution that is

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cost-effective and would be reasonably likely to notify Class Members who may not receive

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notice pursuant to the proposed distribution plan.

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B.

CAFA Notice of Proposed Settlement

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Not later than ten days after Plaintiffs’ Preliminary Approval Motion was filed, notice of

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the Settlement was mailed to the Attorney General of the United States of America and the

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appropriate state official in each state in which, based on Source’s records of last known mailing

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address, Class Members reside; and the notice contains the documents required by 28 U.S.C.

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section 1715(b)(1)-(8). On this basis, the notice of the Settlement is approved and the Court finds

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that Source has discharged its obligations under CAFA to provide notice to the appropriate

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federal and state officials.
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REVISED [PROPOSED] ORDER RE
PRELIM. APPROVAL OF CLASS ACTION SETTLEMENT
CASE NO 3:13-CV-04960-VC

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C.

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Accordingly, the Court finds and concludes that the proposed plan for distributing the

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Class Notice will provide the best notice practicable, satisfies the notice requirements of Rule

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23(e), and satisfies all other legal and due process requirements. Accordingly, the Court hereby

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orders as follows:

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1.

The Class Notice is approved.

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2.

The CAFA Notice of Proposed Settlement is approved.

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3.

The manner of distributing the Class Notice to the Class Members is approved.

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4.

Promptly following the entry of this order, the Settlement Administrator will

Approval

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prepare final versions of the Class Notice, incorporating into them the relevant dates and

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deadlines set forth in this order.

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5.

Within twenty-eight (28) days following entry of this order, Source will provide

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the Settlement Administrator with a database in a format acceptable to the Settlement

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Administrator, that lists, for each Class Member, the Class Member’s name, Social Security

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number, Source employee ID number, last known mailing address, all known personal e-mail

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addresses, and information adequate to calculate Class Members’ award allocations, including but

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not limited to: time records and pay records applicable to each week within the Covered Period

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during which the Class Member worked in a Covered Position, as well as their location (including

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state) of work.

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6.

Before the mailing of the Class Notice, the Settlement Administrator will update

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any new address information for Class Members as may be available through the National

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Change of Address (“NCOA”) database or equivalent system.

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7.

Within forty-eight (48) days following entry of this order, the Settlement

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Administrator will mail, via first-class mail and e-mail, the Class Notice to all Class Members at

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their last known address or at the most recent address that may have been obtained through the

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NCOA.

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8.

The Settlement Administrator will take all reasonable steps to obtain the correct

address of any Class Members for whom the Class Notice is returned by the U.S. Postal Service
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REVISED [PROPOSED] ORDER RE
PRELIM. APPROVAL OF CLASS ACTION SETTLEMENT
CASE NO 3:13-CV-04960-VC

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as undeliverable and otherwise to provide the Class Notice. The Settlement Administrator will
trace all returned undeliverable Class Notices and re-mail them to the most recent address
available. The Settlement Administrator will promptly notify Class Counsel and counsel for
Source of any mail sent to Class Members that is returned as undeliverable after the first mailing
as well as any such mail returned as undeliverable after any subsequent mailing(s).

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9.

Settlement Administrator of due diligence and proof of mailing with regard to the mailing of the
Notice, and will file prior to the hearing on the motion a supplemental declaration from the
Settlement Administrator as applicable.

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10.

Before the deadline for cashing Settlement Share checks, the Settlement

Administrator will contact all Participating Class Members who have not cashed their Settlement
checks to remind them to do so before the deadline.

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Plaintiffs will file with their motion for final approval a declaration from the

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The Settlement Administrator will take all other actions in furtherance of

settlement administration as are specified in the Settlement Agreement.

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VI.

PROCEDURES FOR FINAL APPROVAL OF THE SETTLEMENT

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A.
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Final Approval Hearing

The Court hereby schedules a hearing to determine whether to grant final approval of the
Settlement (the “Final Approval Hearing”) for Thursday, August 20, 2015, at 10:00 a.m. The
date of the hearing may be changed without further notice to the Class.

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B.

Deadline to Opt Out of the Settlement

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1.
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Form of Opt-Out Request.

Any Class Member may opt out of participating in the Settlement by submitting a signed
letter to the Settlement Administrator stating that he or she wishes to be excluded from the
Settlement. The letter must include (1) the Class Member’s name, address, telephone number,
and signature, (2) the reasons for his or her comment on the settlement, (3) whether he or she
intends to appear at the Fairness Hearing, and (4) if he or she will appear through an attorney, the
attorney’s name, address, and telephone number.

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REVISED [PROPOSED] ORDER RE
PRELIM. APPROVAL OF CLASS ACTION SETTLEMENT
CASE NO 3:13-CV-04960-VC

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2.

Deadline for Submitting Opt-Out Request.

A completed opt-out request will be deemed timely submitted to the Settlement

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Administrator if it is (i) mailed to the Settlement Administrator by first-class mail and postmarked

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by not later than sixty (60) days after the Settlement Administrator first mails the Class Notice to

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Class Members, or (ii) it is delivered to the Settlement Administrator by the deadline for

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submission stated above, whether by mail, e-mail, facsimile transmission, professional delivery,

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or personal delivery. Only those Class Members who submit their opt-out request within the time

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and by the manner set forth in this Order will be excluded from the Settlement. Pursuant to

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Federal Rule of Civil Procedure 23(b)(3) and (c)(2), the Settlement will have no binding effect on

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any Class Member who properly opts out of the Settlement in the manner required by this Order.
Source’s Right to Rescind Agreement

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C.

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If three and a half percent (3.5%) or more of the eligible Class Members validly opt out

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pursuant to the process set forth herein, Source will have the right to rescind the Settlement, and

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the Settlement and all actions taken in its furtherance will be null and void. Source must exercise

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this right by notifying Class Counsel of its decision in writing by email and by telephone within

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one hundred and forty (140) days after the Court enters its Preliminary Approval Order.

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If Source exercises this option, all of Source’s obligations under the Settlement will cease

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to be of any force and effect, and the Settlement and any order entered in connection with it,

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including this order, will be vacated, rescinded, canceled, and annulled, and the Parties will return

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to the status quo in the action as if the Parties had never entered into the Settlement in the first

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place. In addition, in such event, the Settlement and all negotiations, court orders, and

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proceedings related to the Settlement will be without prejudice to the rights of the Parties, and

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evidence relating to the Settlement and all negotiations will not be admissible or discoverable in

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the action or otherwise.

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D.

Deadline for Filing Comments on or Objections to Settlement

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Any Class Member who wishes to comment on or object to the fairness, reasonableness,

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or adequacy of the Settlement must do so in writing. Class Members who have timely

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commented on or objected to the Settlement in writing may also appear at the Final Approval
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REVISED [PROPOSED] ORDER RE
PRELIM. APPROVAL OF CLASS ACTION SETTLEMENT
CASE NO 3:13-CV-04960-VC

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Hearing, in person or through counsel, but only if they (a) have given written notice of their intent
to appear at the hearing as provided in the Class Notice or (b) can show good cause why they
could not provide such notice. To be considered, any comment on or objection to the final
approval of the Settlement must state the basis for the comment or objection and be mailed to the
Settlement Administrator, Class Counsel, and counsel for Source, at the addresses provided in the
Class Notice, via first-class mail, received within one hundred twenty-five (125) days after the
Preliminary Approval Order. Any Class Member who does not timely submit such a written
comment or objection will not be permitted to raise such comment or objection or appear at the
Final Approval Hearing, except for good cause shown, and any Class Member who fails to object
in the manner prescribed by this order will be deemed to have waived, and will be foreclosed
from raising, any such comment or objection, except for good cause shown.

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E.
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Deadline for Mailing and Cashing Settlement Share Checks

Every Class Member who does not opt out of the Settlement will be eligible to receive his
or her share of the Net Settlement Payment. The Settlement Administrator will disperse the
Settlement Share checks to the Class Members via U.S. mail within forty-nine (49) days after
entry of the Final Approval Order, as defined in the Settlement Agreement. Class Members will
have one hundred eighty (180) days from the date of issuance written on the check to cash their
Settlement Share checks, after which time the checks will expire. Before that deadline, the
Settlement Administrator will contact all Class Members who have not cashed their checks to
remind them to do so.

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F.
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Deadline for Submitting Motion Seeking Final Approval

Not later than thirty-five (35) days before the Final Approval Hearing, Plaintiffs will file a
motion for final approval of the Settlement.

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G.
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Deadline for Motion for Approval of Class Representative Payment

Not later than fourteen (14) days before the expiration of the 60-day opt-out and objection
period, Class Counsel may file a motion for approval of Class Representative Payments. Not
later than seven (7) days before the Final Approval Hearing, Class Counsel may file a reply brief

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REVISED [PROPOSED] ORDER RE
PRELIM. APPROVAL OF CLASS ACTION SETTLEMENT
CASE NO 3:13-CV-04960-VC

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providing additional information and argument and/or responding to any opposition to the
motion.

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H.
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Deadline for Motion for Class Counsel Attorneys’ Fees and Costs Award

Not later than fourteen (14) days before the expiration of the 60-day opt-out and objection
period, Class Counsel may file a motion for approval of their Class Counsel Attorneys’ Fees and
Costs Payment. Not later than seven (7) days before the Final Approval Hearing, Class Counsel
may file a reply brief providing additional information and argument and/or responding to any
opposition to the motion.

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VII.

PLAINTIFFS’ AND CLASS MEMBERS’ RELEASE
If, at the Final Approval Hearing, this Court grants final approval to the Settlement,

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Plaintiffs and every Class Member who does not opt out will, pursuant to the Settlement, be
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adjudicated to have granted the release of Covered Claims as set forth in the Settlement. Each
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Participating Class Member, by cashing his or her Settlement Check, opts into the Action and will
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also release all Covered Claims under the Fair Labor Standards Act as set forth in the Settlement.
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VIII. APPOINTMENT OF SETTLEMENT ADMINISTRATOR
CPT is hereby appointed Settlement Administrator to carry out the duties set forth in this
Preliminary Approval Order and the Settlement.
VIV. SCHEDULING ORDER
The following schedule sets for the sequence for the relevant dates and deadlines based on
the preliminary approval of the Settlement on March 9, 2015.

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REVISED [PROPOSED] ORDER RE
PRELIM. APPROVAL OF CLASS ACTION SETTLEMENT
CASE NO 3:13-CV-04960-VC

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Event

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Date
Friday, April 10, 20152

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Source sends class list data to
Settlement Administrator

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SA sends out Class Notice

Monday, April 27, 2015

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SA send out remailings

Monday, May 18, 2015

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Class Counsel file final approval
motion

Monday, June 29, 2015

Class Counsel file fee application

Monday, June 29, 2015

Deadline to opt out, object, and/or
challenge data

Monday, July 13, 2015

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SA submits report to parties

Friday, July 17, 2015

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Source decides whether to rescind the Monday, July 27, 2015
settlement

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Class Counsel reply brief(s) in support Thursday, August 6, 2015
of final approval motion and/or fee
application

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Fairness Hearing

Thursday, August 20, 2015,
10:00 a.m.

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Settlement is final

Monday, September 21, 20153

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Source sends new data to SA

Monday, October 19, 2015

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SA calculates settlement shares

Thursday, November 5, 2015

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Source fund QSF

Tuesday, November 10, 2015

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SA distributes checks to Class
Members

Tuesday, November 17, 2015

Deadline for SA to send out reissued
checks

Wednesday, March 16, 2016

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This date is four days later than that initially proposed by the Parties, to allow for the fact that
the Court is entering the Order up to four days after the Preliminary Approval Hearing (i.e., by
Friday, March 13, 2015). The Court recognizes that this change in dates shortens the amount of
time the Settlement Administrator has to compile the notice documents, but has been assured by
Plaintiffs’ counsel that the Settlement Administrator believes that it can compile the notice
documents in this slightly shortened time period (17 days).
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This date assumes that the Final Approval Order is entered on the date of the Final Fairness
Hearing and no appeal is filed.
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REVISED [PROPOSED] ORDER RE
PRELIM. APPROVAL OF CLASS ACTION SETTLEMENT
CASE NO 3:13-CV-04960-VC

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Settlement Checks become stale

Monday, May 16, 2016

SA provides report on status of
uncashed checks

Monday, July 24, 2016

SA reverts uncashed settlement funds
and unearned attorneys’ fees to
Defendant and sends final earned
attorneys’ fees to Class Counsel

Monday, July 31, 2016

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IT IS SO ORDERED.

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Dated: March ___, 2015
The Honorable Vince Chhabria
United States District Judge

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REVISED [PROPOSED] ORDER RE
PRELIM. APPROVAL OF CLASS ACTION SETTLEMENT
CASE NO 3:13-CV-04960-VC

Exhibit A

United States District Court for the Northern District of California

If you worked as a Service Technician
at Source Refrigeration & HVAC,
you could get a payment
from this class action settlement.
A federal court authorized this notice. This is not a solicitation from a lawyer.


The settlement will provide $10,000,000 to pay claims for those who do not opt out.



The settlement affects the rights of all current and former non-exempt, hourly paid, service
technicians for Source Refrigeration & HVAC, Inc. in the United States who worked at least one
week from October 29, 2009 through August 20, 2015.



Your legal rights may be affected whether you act or don’t act. Read this notice carefully.

Your legal rights and options in this Settlement:
Submit Confirmation Form
(optional)

If there are errors on your Confirmation Form, please correct them.
You do not need to submit this Form to receive a payment.

Do Nothing

Get a payment. Give up your right to bring a separate claim against
Source.

Comment (including Object) Write to the Court concerning what you think about the settlement.
You do not need to do this to receive a payment.
Go to the hearing

If you comment (see the option above), you may also ask to speak in
court about the fairness of the settlement. You do not need to do this
to receive a payment.

Exclude yourself

Get no payment. Opting out is the only way that you can ever be part
of any other lawsuit against Source Refrigeration regarding the legal
claims covered by this settlement.



These rights and options—and the deadlines to exercise them—are explained in this notice.



The Court in charge of this case still has to decide whether to approve the settlement. Payments
will be made if the Court approves the settlement and after appeals, if any, are resolved. Please be
patient.

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

This is not a lawsuit against you. Plus, your choice of options -- including the choice to accept
money from the settlement -- will not affect your employment status.

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What This Notice Contains
BASIC INFORMATION ........................................................................................................................ 4
1. Why did I get this notice package? ..................................................................................... 4
2. What is this lawsuit about? ................................................................................................. 4
3. Why is this a class action? .................................................................................................. 4
4. Why is there a settlement? .................................................................................................. 5
WHO IS IN THE SETTLEMENT............................................................................................................. 5
5. How do I know if I am part of the settlement? ................................................................... 5
THE SETTLEMENT BENEFITS—WHAT YOU GET ............................................................................... 5
6. What does the settlement provide? ..................................................................................... 5
7. What can I get from the settlement? ................................................................................... 6
8. Does Source want me to take this money? ......................................................................... 6
9. Will there be taxes? ............................................................................................................ 6
HOW YOU GET A PAYMENT .............................................................................................................. 6
10. How can I get a payment? .................................................................................................. 6
11. When would I get my payment? ......................................................................................... 7
12. What am I giving up to get a payment or stay in the Class? .............................................. 7
EXCLUDING YOURSELF FROM THE SETTLEMENT .............................................................................. 8
13. How do I get out of the settlement? .................................................................................... 8
14. If I exclude myself, can I get money from this settlement? ................................................ 8
YOUR PRIVACY ................................................................................................................................. 9
15. Will my manager know whether or how I responded to this Notice? ................................ 9
THE LAWYERS REPRESENTING YOU ................................................................................................. 9
16. Do I have a lawyer in this case? ......................................................................................... 9
17. Who Are the Attorneys for the Parties ............................................................................... 9
18. How will Class Counsel and the Named Plaintiffs be paid? ............................................ 10
COMMENTING ON (INCLUDING OBJECTING TO) THE SETTLEMENT ................................................... 10
19. How do I tell the Court that I like or don’t like the settlement? ....................................... 10
20. What’s the difference between objecting and excluding? ................................................ 11
THE COURT’S FAIRNESS HEARING .................................................................................................. 11
21. When and where will the Court decide whether to approve the settlement?.................... 11
22. Do I have to come to the hearing? .................................................................................... 11
23. May I speak at the hearing? .............................................................................................. 11
IF YOU DO NOTHING ...................................................................................................................... 12
24. What happens if I do nothing at all? ................................................................................. 12
GETTING MORE INFORMATION ....................................................................................................... 12
25. Are there more details about the settlement? .................................................................... 12
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Basic Information
1.

Why did I get this notice package?

You have received this Notice, and the attached Confirmation Form, because Source
Refrigeration’s records show that you have worked there at least one week as a service technician since
October 29, 2009.
The Court sent you this notice because you have a right to know about a proposed settlement of
a class action lawsuit, and about your options, before the Court decides whether to approve the
settlement. If the Court approves it and after any objections and appeals are resolved, an administrator
appointed by the Court will make the payments that the settlement allows.
This notice explains the lawsuit, the settlement, your legal rights, what benefits are available,
who is eligible for them, and how to get them. More information is available at www.xxx.com [CPT
website], which has important court documents, including the Settlement Stipulation. If you wish to
comment upon (including objecting to), or exclude yourself from, the settlement, you must follow the
procedures described below. If you do nothing, you will be bound by any final judgment approving
this settlement.
The Court in charge of the case is the United States District Court for the Northern District of
California, and the case is known as Galeener v. Source Refrigeration & HVAC, Inc., Case No. C1304960-VC. The people who sued are called Plaintiffs, and the company they sued, Source
Refrigeration & HVAC, Inc., is called the Defendant. Pursuant to this settlement, two similar cases are
being joined with this case: Hamer v. Source Refrigeration & HVAC, Inc., Case No. 1:14-CV-570-55
(W.D. Tex.) and Vargas v. Source Refrigeration & HVAC, Inc., Case No. 2013-CV-32936-00712145CU-OE-CXC (Denver County).
2.

What is this lawsuit about?

In the lawsuit, Plaintiffs argued that Source Refrigeration violated state and federal law by
failing to compensate Class Members for standby time and by miscalculating their rate of overtime
pay. The lawsuit asks the Court to require Source Refrigeration to pay money for (1) overtime pay that
was allegedly undercalculated, (2) unpaid time during which service technicians were allegedly on
standby between assignments, (3) amounts that Source Refrigeration was allegedly unjustly enriched
by these action, (4) meal and rest breaks that were allegedly not provided in California, and (5)
penalties, interest, and other amounts. Source denies that it did anything wrong, and believes its
policies and practices were lawful and benefited its employees. Plaintiffs and Source view this
settlement as a compromise, which they have agreed to in order to avoid the uncertainty of litigation.
3.

Why is this a class action?

In a class action, one or more people, called Plaintiffs, also called Class Representatives (here,
Lyle Galeener, Sean Hamer, Matthew Vargas, Erik Brown, Keith Brown, Jesse Howell, and Joseph
Metko), sue on behalf of themselves and other people who have similar claims. All these people with
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similar claims are called Class Members. One court resolves the issues for all Class Members (except
those who opt out) in one proceeding. U.S. District Judge Vince Chhabria is in charge of this class
action.
4.

Why is there a settlement?

The Court did not decide in favor of Plaintiffs or Source. Instead, both sides agreed to a
settlement, which, if approved, brings the litigation to an end. That way, Plaintiffs and Source avoid
the cost, delay, and uncertainty of moving forward in litigation to trial and possible appeals, and the
people affected will get compensation. The Class Representatives and the attorneys for both sides
think that the settlement is best for everyone who was allegedly harmed.

Who is in the Settlement
To see if you are eligible to get money from this settlement, you first have to determine if you
are a Class Member.
5.

How do I know if I am part of the settlement?

Judge Chhabria determined that everyone who fits this description is a Class Member: All
current and former non-exempt hourly paid service technicians who worked at least one week for
Source Refrigeration & HVAC, Inc. in California during the period from October 29, 2009 through
August 20, 2015, and all current and former non-exempt hourly paid service technicians who worked
at least one week for Source Refrigeration & HVAC, Inc. anywhere else in the United States during the
period from October 29, 2010 through August 20, 2015.
If you are not sure whether you are included, you can ask for free help by visiting
www.______.com [CPT website] or calling the Court-appointed Settlement Administrator at 1-800xxx-xxxx.

The Settlement Benefits—What You Get
6.

What does the settlement provide?

Source Refrigeration has agreed to pay up to $10,000,000 to cover the claims of Class
Members who do not opt out of the Settlement. Each participating Class Member will receive an
initial share of that amount. If there is some money left over after checks have been sent to all Class
Members who do not opt out, that remainder will be returned to Source. Therefore, it is very important
that you tell us your new address and other contact information if your address or other contact
information changes between now and the time when your check is mailed to you. Please provide us
updates at www.XXX.com [CPT website].

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7.

What can I get from the settlement?

If you are a Class Member who does not opt out of the settlement, and if the settlement receives
final approval from the Court, then you will be mailed a check for your share of it. Under the current
schedule, you should receive your check before the end of 2015
Attached is a Confirmation Form with your information pre-printed on it. If any information
there is incorrect, please submit the completed Form, postmarked (or received by the Settlement
Administrator by fax or e-mail) by Monday, July 13, 2015.
Your individual share of the settlement money will depend on your particular work
circumstances relative to other participating Class Members. The relevant circumstances are: (a) the
number of weeks worked during the time period covered by the settlement, (b) the state where you
each worked , (c) your most recent hourly wage; and (d) your average hours worked per week during
the relevant time period. This information is listed on your customized Confirmation Form, which is
attached to this Notice. If you believe that the information listed for you on the Confirmation Form is
incorrect, you should correct it in the space provided there, provide information supporting your
correction, and submit the Form to the Settlement Administrator.
Your actual settlement share will be calculated by multiplying each of the four numbers above
(work weeks, average hours worked, hourly rate of pay, and any state multiplier) to determine your
adjusted week value. All Class Members’ adjusted week values will be added together to create the
aggregate adjusted week total. Your adjusted week value will be divided by the aggregate adjusted
week total to determine your percentage share. That percentage will be multiplied by the net
settlement fund (the $10,000,000 minus attorneys’ fees, costs, and Class Representative service
payments) to determine your actual settlement share.
8.

Does Source want me to take this money?

Source wants you to cash the settlement check you will receive. Source chose to shut down
this litigation and settle the lawsuit so that proceeds would largely benefit its current and past
employees, rather than go toward paying for litigation over a period of years. Source wants all Class
Members to participate fully and receive payment under the terms of the settlement.
9.

Will there be taxes?

Your settlement payment may be taxable income -- 50% as unpaid wages (so payroll tax
deductions will be taken out of this amount) and 50% as interest, liquidated damages, and penalties (so
no payroll taxes will be taken out). You will get a W-2 for the wage portion, and a Form 1099 for the
payment of interest, liquidated damages, and penalties.

How You Get a Payment
10.

How can I get a payment?

You need not need to do anything in order to receive money from the settlement. If you do
nothing and the settlement is approved by the Court, the Settlement Administrator will automatically
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mail you a check for your share of the settlement, based on the information listed on your customized
Confirmation Form, sent to the address listed on that form.
If the information listed on your customized Confirmation Form is incorrect, please correct it in
the space provided there, provide information supporting that correction, and submit the corrected
Confirmation Form to the Settlement Administrator, whose contact information appears on the Form.
Any corrections must be received by the Settlement Administrator by mail, fax or e-mail by Monday,
July 13, 2015.
If you have lost your customized Confirmation Form, you can request a new copy from the
Settlement Administrator by contacting them at www.______.com [CPT website] or 1-800-xxx-xxxx.
11.

When would I get my payment?

The Court will hold a hearing on August 20, 2015, to decide whether to grant final approval to
the settlement. If Judge Chhabria approves the settlement, and there are no appeals, it is estimated that
checks will be mailed by the end of 2015. An appeal or unexpected delay is always possible. An
appeal could delay payments by a year or more, or result in the settlement being denied and no
payments being made. Please be patient. Updates of the status of the settlement will be provided at
www._____.com [CPT website] and by email.
If your contact information changes at any time, please notify the Settlement Administrator
immediately, so that it can reach you with updates and your share of the settlement money.
12.

What am I giving up to get a payment or stay in the Class?

If you stay in the Class (i.e., you do not opt out), then you are staying in the Class, and that
means that you give up your right to sue (begin a new lawsuit or continue with an existing one) against
Source Refrigeration over the legal issues covered by the settlement in this case. It also means that all
of the Court’s orders will apply to you and legally bind you. In other words, unless you exclude
yourself following the procedure in section 13 below, you agree to the “Release of Claims” below,
which describes the legal claims that you give up.
As of the date the Final Approval Order, each Plaintiff and each Participating Class Member
releases all claims – both known or unknown – (a) for worked but unpaid time; (b) for unpaid or
underpaid overtime; (c) concerning rest breaks or meal breaks; and (d) concerning payroll
requirements or pay practices arising out of those matters during the Covered Period arising under
state statutory law or common law.
Upon cashing his or her Settlement Check, each Plaintiff and each Endorsing Class Member
releases all claims – both known or unknown – (a) for worked but unpaid time; (b) for unpaid or
underpaid overtime; (c) concerning rest breaks or meal breaks; and (d) concerning payroll
requirements or pay practices arising out of those matters during the Covered Period arising under
the Fair Labor Standards Act. Further, each Plaintiff and each Endorsing Class Member, by cashing
his or her Settlement Check, opts into the Action within the meaning of the Fair Labor Standards Act.
In addition, each Plaintiff and each Participating Class Member who worked in California
acknowledges that claims may hereafter be discovered that are in addition to or different from those
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that are now known or believed to exist with respect to the subject matter of this Settlement Agreement
and which, if known or suspected at the time of executing this Settlement Agreement, may have
materially affected the decision to become bound by this Settlement Agreement. Each Plaintiff and
each Participating Class Member who worked in California understand that they are waiving as to all
claims – both known or unknown – (a) for worked but unpaid time; (b) for unpaid or underpaid
overtime; (c) concerning rest breaks or meal breaks; and (d) concerning payroll requirements or pay
practices arising out of those matters during the Covered Period all rights and benefits afforded by
Section 1542 of the California Civil Code, which provides:
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.

Excluding Yourself From the Settlement
If you don’t want a payment from this settlement or don’t want to give up your right to sue
Source, then you may need to take steps to get out. This is called excluding yourself from – or opting
out of – the settlement Class. Also, if you have a pending lawsuit against Source, speak to your
lawyer in that lawsuit immediately because you may have to exclude yourself from this Class to
continue your own lawsuit.
13.

How do I get out of the settlement?

To exclude yourself from (opt out of) the settlement, you must submit an Opt-Out Request.
This is a letter from you to the Settlement Administrator. The Opt-Out Request must (1) say that you
want to be excluded from Galeener v. Source Refrigeration & HVAC, Inc., (2) say that you understand
that you will not receive money from the Settlement, (3) include your name, address, telephone
number, signature, and either your Source employee ID number or the last four digits of your Social
Security number, (4) be received by the Settlement Administrator by mail, email, or fax by Monday,
July 13, 2015, at the contact information below.
[name]
Galeener v. Source Refrigeration Settlement
[address]
[fax]
[email]
You cannot exclude yourself (opt out) by phone. If you opt out, you will not get any settlement
payment and cannot object to the settlement. You will not be legally bound by anything that happens
in this lawsuit. You may be able to sue (or continue to sue) Source in the future.
14.

If I exclude myself, can I get money from this settlement?

No. If you exclude yourself, you cannot receive a share of the settlement. But you may sue,
continue to sue, or be part of a different lawsuit against Source.
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Your privacy
15.

Will my manager know whether or how I responded to this Notice?

Source Refrigeration has agreed to maintain confidentiality regarding whether and how you
respond to this Notice. First of all, Confirmation Forms and settlement checks are being handled by an
independent, experienced, Court-appointed Settlement Administrator.
Information about which Class Members submit Confirmation Forms, cash Settlement checks,
opt out, and/or comment on the Settlement will be shared with Source only as necessary to implement
the settlement, including but not limited to evaluating disputes from Class Members regarding
information provided to them in the Confirmation Form.

The Lawyers Representing You
16.

Do I have a lawyer in this case?

The Court appointed the following attorneys to represent you and the other Class Members:
Galvin B. Kennedy and Gabriel Assaad of Kennedy Hodges, LLP; Jahan C. Sagafi and Christopher M.
McNerney of Outten & Golden LLP; and John M. Padilla of Padilla & Rodriguez, LLP. Together, the
lawyers are called Class Counsel or Plaintiffs’ Counsel. You will not be charged for these lawyers’
work in securing the settlement benefits for you and the other Class Members. These lawyers receive a
percentage of the total amount Source is paying to settle this case. If you want to be represented by
your own lawyer, you may hire one at your own expense.
17.

Who Are the Attorneys for the Parties

Your lawyers (“Class Counsel”)

Defendant Source’s lawyers

Galvin B. Kennedy
Gabriel Assaad
KENNEDY HODGES, L.L.P.
711 W. Alabama Street
Houston, Texas 77007
Telephone: [phone]
Facsimile: [phone]

Benjamin M. Gipson (SBN 222830)
[e-mail]
Katharine J. Liao (SBN 255157)
[e-mail]
DLA PIPER LLP (US)
2000 Avenue of the Stars
Suite 400 North Tower
Los Angeles, CA 90067
Tel.: [phone]
Fax: [phone]

Jahan C. Sagafi
OUTTEN & GOLDEN LLP
One Embarcadero Center, 38th Floor
San Francisco, CA 94111
Telephone: [phone]
Facsimile: [phone]

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Christopher McNerney
OUTTEN & GOLDEN LLP
3 Park Avenue, 29th Floor
New York, NY 10016
Telephone: [phone]
Facsimile: [phone]

John M. Padilla
PADILLA & RODRIGUEZ, L.L.P.
601 South Figueroa Street, Suite 4050
Los Angeles, California 90017
Telephone: [phone]
Facsimile: [phone]

18.

How will Class Counsel and the Named Plaintiffs be paid?

Class Counsel will ask the Court for attorneys’ fees of 30% of the total settlement amount, up
to $3,000,000 and out-of-pocket costs of up to $195,000, according to the terms of the Settlement
Agreement. The fees will pay Class Counsel for investigating the facts, litigating the case, and
negotiating the settlement. The costs will reimburse Class Counsel for expenses they have paid during
the litigation. The attorneys’ fees and costs, as awarded by the Court, shall be paid from the
$10,000,000 fund created by the settlement. In addition, Class Counsel will apply to the Court for
service awards of $27,000, $25,000, $15,000, and $2,000 for Class Representatives Matthew Vargas,
Lyle Galeener, Sean Hamer, Erik Brown, Keith Brown, Jesse Howell, and Joseph Metko, respectively,
for a total of $75,000. These service awards are being requested to compensate the Class
Representatives for the time, effort, and risk they incurred in asserting claims on behalf of you and the
other Class Members. These service awards, as determined by the Court, will also be paid from the
$10,000,000 fund created by the settlement.
Class Counsel’s fees are being paid by Source based partly on how many Class Members
deposit their Settlement checks. If some Class Members do not deposit their Settlement checks, then
Class Counsel will not receive the full fee awarded by the Court.

Commenting on (including objecting to) the settlement
You can tell the Court what you think about the settlement.
19.

How do I tell the Court that I like or don’t like the settlement?

If you are a Class Member, you can comment on (including object to) the settlement. You can
give reasons why you think the Court should or should not approve it. The Court will consider your
views. To comment, you must send a letter with your comment to the Settlement Administrator at the
address listed in section 12; it must be received by the Settlement Administrator by fax, mail, or e-mail
by Monday, July 13, 2015. You must include (1) your name, address, telephone number, and
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signature, (2) the reasons for your comment on the settlement, (3) whether you intend to appear at the
Fairness Hearing (which is described in section 18, below), either in person or through counsel, and (4)
if you will appear through an attorney, your attorney’s name, address, and telephone number. If you
want to speak at the Fairness Hearing without having followed these procedures, you may do so if you
demonstrate good cause to the Court.
20.

What’s the difference between objecting and excluding?

Objecting is telling the Court that you don’t like something about the settlement. You can
object only if you stay in the Class.
Excluding yourself is telling the Court that you don’t want to be part of the Class (in order to
preserve your right to sue Source in another lawsuit). If you exclude yourself, you have no basis to
object because the case no longer affects you.

The Court’s Fairness Hearing
The Court will hold a Fairness Hearing to decide whether to approve the settlement. You may
attend and you may ask to speak, but you don’t have to do either.
21.

When and where will the Court decide whether to approve the settlement?

The Court will hold a Fairness Hearing at 10:00 a.m. on Thursday, August 20, 2015, at the
United States District Court for the Northern District of California, 450 Golden Gate Avenue, San
Francisco, California 94102, before Judge Vince Chhabria. At this hearing, the Court will consider
whether the settlement is fair, reasonable, and adequate. If there are objections, the Court will consider
them. Judge Chhabria will listen to people who have asked to speak at the hearing, if any. The Court
may also decide how much the Class Representatives should receive in service awards, and how much
Class Counsel should receive in attorneys’ fees and costs. After the hearing, the Court will decide
whether to approve the settlement. We do not know how long these decisions will take. The Fairness
Hearing may be postponed without further notice to the Class.
22.

Do I have to come to the hearing?

No. Class Counsel represents you and will answer questions Judge Chhabria may have. But
you are welcome to come at your own expense. If you send a comment (or an objection), you don’t
have to come to court to talk about it. As long as you submit it properly (according to the requirements
in section 19, above), the Court will consider it. You may also pay your own lawyer to attend, but it’s
not necessary.
23.

May I speak at the hearing?

You may ask the Court for permission to speak at the Fairness Hearing. To do so, you must
follow the procedure described in section 16, above. You will not be allowed to speak at the hearing if
you have excluded yourself because the case will no longer affect you.

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If You Do Nothing
24.

What happens if I do nothing at all?

If you do nothing, you will (1) receive a settlement payment, (2) remain a Class Member, and
(3) give up your right to pursue legal claims covered by the release described in section 10.

Getting More Information
25.

Are there more details about the settlement?

This Notice is intended to be a summary of the terms of the Settlement. The Settlement
Agreement and other important documents in this lawsuit are all available at www.____.com [CPT
website] and can be requested by contacting the Settlement Administrator at ____________.

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Exhibit B

CONFIRMATION FORM
Galeener v. Source Refrigeration & HVAC, Inc. Class Action Settlement
INSTRUCTIONS:
 This Confirmation Form includes your contact information, work information, and
estimated Settlement payment amount. If you do nothing, we expect that a
check will be sent to you at the address below by the end of 2015.
 Please correct all incorrect information below by completing this Confirmation
Form and submitting it to the Settlement Administrator.
 Please read the attached Notice before completing this Confirmation Form. This
Confirmation Form is being sent by the Court-appointed Settlement Administrator.
If the information below is correct, please do not submit this Form; if you believe
the information below concerning your employment is incorrect, this Form must
be returned in time to be received by Monday, July 13, 2015.
CALCULATION OF YOUR EXPECTED SETTLEMENT PAYMENT:
 This Settlement provides for $10,000,000 to be paid to approximately 1,246
Source service technicians across the United States, after payment of Plaintiffs’
counsel’s attorneys’ fees and costs, administration costs, and enhancement awards
to the Plaintiffs. It is estimated that $6,700,000 will remain for Class Members to
share after these expenses and costs are taken out. If the Settlement is approved as
presented to the Court, your Settlement payment will be based on the strength of
your individual claim as measured by (1) the number of weeks you worked, (2)
your most recent rate of pay, (3) a state specific multiplier based on where you
worked, and (4) the average number of hours you worked.
 If the Court approves the Settlement, and money is to be distributed, the
Settlement Administrator will precisely calculate each participating Class
Member’s Settlement payment.
 Your Settlement payment will be subject to income taxes. The Settlement
Administrator will send you a W-2 form and a 1099 form confirming the amount
of your Settlement payment and the taxes withheld. From those forms, you will be
able to determine any additional taxes owed on those payments. Please consult a
tax expert to determine the exact taxes owed.

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1.

Your Contact Information
Please correct all errors below. The address listed below is where we will send
your Settlement check if the Settlement is approved. Please provide as much
information as possible, so that we can update you with news and get your
Settlement check to you.
<<Name>>
<<Address>>
<<City>>, <<State>> <<Zip Code>>
<<Email>>
Source Employee ID #: << Employee ID #>>

_______________________
_______________________
_______________________
_______________________
_______________________

The following additional information will help us reach you if we have questions
or difficulty sending you your settlement check.
Last four digits of Social Security number: <<SSN>>
_______________________
Telephone number (cell):
_______________________
Telephone number (home):
_______________________
Personal E-mail:

_______________________

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2.

Your Dates of Employment, Work Location, and Most Recent Hourly Wage
Source Refrigeration’s records show that it employed you as a service technician
since October 29, 2009 in California, or since October 29, 2010 anywhere else in
the United States, as follows:
Start Date

End Date

State(s)

<<start>>

<<end>>

<<state>>

Most Recent
Hourly Wage
<<wage>>

Average Hours
Worked

A. Time period covered. This chart only shows the time covered by this
Settlement, and excludes all time before October 29, 2009 and any time worked
outside the service technician position.
B. Correcting errors. If you believe that any of the information listed above is
incorrect, please (i) correct that information in the space below (using additional
paper if necessary), and (ii) enclose documentary evidence supporting your
correction(s).
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Note: If you do not submit a correction, you waive your right to challenge the
above pre-printed information. By submitting a correction, you are authorizing
the Settlement Administrator to review Source’s records and make a determination
based on Source’s records and the records you submit. This determination may
increase or decrease the value of your share of the settlement. All such
determinations by the Settlement Administrator are final and binding with no
opportunity for further appeal.

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3.

Postmark Deadline
If you are correcting information, this Form must be received by Monday, July 13,
2015. Late Confirmation Forms will not be accepted absent good cause shown.
This Confirmation Form must be mailed or delivered to the Settlement
Administrator at:
Galeener v. Source Refrigeration Class Action Settlement
[name of Settlement Administrator]
[address]
Tel.: [phone] Fax: [fax]
[email]

4.

Questions?
If you have questions regarding this Confirmation Form or the Settlement, please
contact the Settlement Administrator at the number above or the attorneys for
either party:
Your lawyers (“Class Counsel”):

Source’s lawyers:

Jahan C. Sagafi
OUTTEN & GOLDEN LLP
One Embarcadero Center, 38th Floor
San Francisco, CA 94111
[phone]

Benjamin M. Gipson
DLA PIPER LLP (US)
2000 Avenue of the Stars
Suite 400 North Tower
Los Angeles, CA 90067
[phone]

.

5.

Signature
I declare that the information set forth (including any corrections I have made), is
true and correct, to the best of my knowledge.
Dated: _________________, 2015

Signed: ________________________

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