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HUNTER PYLE, SBN 191125
FIESTER, SBN 301316
HUNTER PYLE LAW, PC
Street, Suite
Oakland, California 94612
Telephone: (510) 4400
Facsimile: (510) 4410
Email: hunter@ hunterpylelaw.com
kfiester@ hunterpylelaw.com
Attorneys for Plaintiff and the Putative Class
INTHE SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF SANTA CLARA
CORAL ROPER, on behalf of herself and all Case No.: 21CV 386281
others similarly situated;
CLASS ACTION
Plaintiffs,
SUPPLEMENTAL DECLARATION OF
KATIE FIESTERIN SUPPORT OF
PLAINTIFF’S MOTION FOR
GOLDEN STATE URGENT CARE PRELIMINARY APPROVAL OF CLASS
PROVIDERS, A MEDICAL AND REPRESENTATIVE ACTION
CORPORATION, a Califomia corporation dba SETTLEMENT
CareNow Urgent Care; HCA CALIFORNIA
URGENT CARE HOLDINGS, LLC, a Date: May 23, 2024
Delaware limited liability company dba 1:30 p.m.
CareNow Urgent Care; HCA HEALTHCARE, Location: Dept.
INC., a Delaware corporation dba CareNow Judge: Charles F. Adams
Urgent Care; and DOES 1 through 20,
inclusive, Complaint Filed:
Trial Date:
Defendants.
SUPPLEMENTAL DECLARATION OF KATIE FIESTER IN SUPPORT OF PLAINTIFF’S MOTION FOR
PRELIMINARY APPROVAL OF CLASS AND REPRESENTATIVE ACTION SETTLEMENT
SUPPLEMENTAL DECLARATION
OF KATIE FIESTER
I, Katie Fiester, declare as follows:
1 I am a member in good standing of the Bar of the State of California and the
principal at Hunter Pyle Law, in Oakland, California. I submit this supplemental declaration in
support of plaintiff's Coral Roper, (“Plaintiff”) Motion for Preliminary Approval of a Class and
PAGA Representative A ction Settlement A greement agreed to by Plaintiff and Defendants Golden
State Urgent Care Providers, a Medical Corporation, a Califomia Corporation dba CareNow
Urgent Care; and HCA Califomia Urgent Care Holdings, LLC, a Delaware Limited Liability
Company dba CareNow Urgent Care (collectively “CareNow”). Plaintiff and CareNow are
10 collectively referred to herein as the “Parties”.
11 2 I currently work as an attorney at Hunter Pyle Law, which is counsel for Plaintiff
12 and the putative class in this matter. I have personal knowledge of the facts set forth in this
13 declaration and could and would testify competently to them.
14 3 Attached as Exhibit
2 is the Stipulation of Settlement (the “Settlement” or
15 “Settlement Agreement”) executed by all Parties.
16 I declare under penalty of perjury under the laws of the State of California that the
17 foregoing is true and correct and that this declaration was executed on March 28, 2024, in Oakland,
18 California.
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21 Bio | ot
Bao uate
we
Katie Fiester
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SUPPLEMENTAL DECLARATION OF KATIE FIESTER IN SUPPORT OF PLAINTIFF’S MOTION FOR
PRELIMINARY APPROVAL OF CLASS AND REPRESENTATIVE ACTION SETTLEMENT
EXHIBIT 2
DocuSign Envelope ID: F1CBB64C-75AF-4675-8F56-AB79BFAFA3BB
CLASS AND PAGA REPRESENTATIVE ACTION
SETTLEMENT AGREEMENT AND CLASS NOTICE
This Class and PAGA Representative Action Settlement Agreement (“Agreement”) is made by
and between Plaintiff Coral Roper (‘Plaintiff’) and Defendants Golden State Urgent Care
Providers, a Medical Corporation, a California Corporation dba CareNow Urgent Care; and HCA-
California Urgent Care Holdings, LLC, a Delaware Limited Liability Company dba CareNow
Urgent Care (collectively “CareNow”). The Agreement refers to Plaintiff and CareNow
collectively as “Parties,” or individually as “Party.”
1. DEFINITIONS.
1.1. “Action” means Plaintiff's lawsuit alleging wage and hour violations against
CareNow and HCA Healthcare, Inc., a Delaware corporation dba CareNow Urgent Care
(collectively “Defendants”) captioned Coral Roper v. Golden State Urgent Providers dba
CareNow Urgent Care, et al., Santa Clara County Superior Court Case No. 21CV386281,
filed on August 27, 2021.
1.2 “Administrator” means Phoenix Class Action Administration Solutions the neutral
entity the Parties have agreed to appoint to administer the Settlement.
1.3 “Administration Expenses Payment” means the amount the Administrator will be
paid from the Gross Settlement Amount to reimburse its reasonable fees and expenses in
accordance with the Administrator's “not to exceed” bid submitted to the Court in
connection with Preliminary Approval of the Settlement, estimated to be $6,500.
1.4, “Class Counsel” means Hunter Pyle and Katie Fiester of Hunter Pyle Law.
1.5 “Class Counsel Fees Payment” and “Class Counsel Litigation Expenses Payment”
mean the amounts allocated to Class Counsel for reimbursement of reasonable attorneys’
fees and expenses, respectively, incurred to prosecute the Action.
1.6 “Class Data” means Wage Statement Settlement Class Members’ and Nurse
Practitioner Subclass Members’ identifying information in Defendants’ possession that is
needed to administer the Settlement, including the name, last-known mailing address,
Social Security number, and number of relevant Pay Periods and PAGA Pay Periods
worked. The Class Data will also indicate whether an individual is a Wage Statement
Settlement Class Member and/or Nurse Practitioner Subclass Member.
17. “Class Member Address Search” means the Administrator’s investigation and
search for current Wage Statement Settlement Class Members’ and Nurse Practitioner
Subclass Members’ mailing addresses using all reasonably available sources, methods and
means including, but not limited to, the National Change of Address database, skip traces,
and direct contact by the Administrator.
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1.8. “Class Notice” means the Court Approved Notice of Class Action Settlement, to be
mailed to Wage Statement Settlement Class Members and Nurse Practitioner Subclass
Members in the form, without material variation, attached as Exhibit A and incorporated
by reference into this Agreement.
1.9. “Class Representative” means the named Plaintiff in the operative complaint in the
Action seeking Court approval to serve as a Class Representative, Coral Roper.
1.10. “Class Representative Service Payment” means, in exchange for the general release
of all claims, the payment to the Class Representative for initiating the Action and
providing services in support of the Action.
1.11. “Court” means the Superior Court of California, County of Santa Clara.
1.12. “Defendants” means named Defendants Golden State Urgent Care Providers, a
Medical Corporation, a California Corporation dba CareNow Urgent Care; HCA-
California Urgent Care Holdings, LLC, a Delaware Limited Liability Company dba
CareNow Urgent Care; and HCA Healthcare, Inc. a Delaware corporation dba CareNow
Urgent Care.
1.13. “Defense Counsel” means Richard J. Simmons, Jason W. Kearnaghan, Hilary A.
Habib, and Melanie M. Hamilton of Sheppard, Mullin, Richter, and Hampton LLP.
1.14. “Effective Date” means the date on which the Final Award becomes final. For
purposes of this Section, the Final Award “becomes final” only after the Court grants the
Motion for Final Approval and upon service of the Notice of Entry of Order and/or
Judgment, and upon the latter of: (i) if no appeal, or other challenge is filed, the seventieth
(70") day following Notice of Entry of the Court’s Order and/or Judgment; (ii) the date of
affirmance of an appeal of the Order Granting Final Approval and/or Judgment becomes
final under the California Rules of Court; or (iii) the date of final dismissal of any appeal
from the Order Granting Final Approval and/or Judgment or the final dismissal of any
proceeding on review of any court of appeal decision relating to the Order Granting Final
Approval and/or Judgment, and issuance of remittitur.
1.15. “Final Approval Order” or “Final Award” means the Court’s order granting final
approval of the Settlement.
1.16. “Final Approval Hearing” means the Court’s hearing on the Motion for Final
Approval of the Settlement.
1.17. “Gross Settlement Amount” means $250,000.00 (Two Hundred and Fifty
Thousand Dollars and No Cents) which is the total gross amount CareNow agrees to pay
under the Settlement. The Gross Settlement Amount will be used to pay Individual Class
Payments, Individual PAGA Payments, the LWDA PAGA Payment, Class Counsel Fees,
Class Counsel Litigation Expenses, Class Representative Service Payment and the
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Administration Expenses. CareNow will separately pay any and all employer payroll taxes
required by law on the wage portions of the Individual Class Payments.
1.18. “Individual Class Payment” means the Participating Class Member’s share of the
Net Settlement Amount, calculated in accordance with Paragraph 3.2.4 below.
1.19. “Individual PAGA Payment” means the Wage Statement or Nurse Practitioner
Aggrieved Employee’s share of 25% of the PAGA Payment, calculated in accordance with
Paragraph 3.2.5 below.
1.20. “Judgment” means the judgment entered by the Court based upon the Final
Approval.
1.21. “LWDA” means the California Labor and Workforce Development Agency, the
agency entitled, under Labor Code section 2699, subd. (i).
1.22. “LWDA PAGA Payment” means the 75% of the PAGA Payment paid to the
LWDA under Labor Code section 2699, subd. (i).
1.23. “Net Settlement Amount” means the Gross Settlement Amount, less the following
payments in the amounts approved by the Court: Individual PAGA Payments, the LWDA
PAGA Payment, Class Representative Service Payment, Class Counsel Fees Payment,
Class Counsel Litigation Expenses Payment, and the Administration Expenses Payment.
The remainder is to be paid to Wage Statement Settlement Class Members and Nurse
Practitioner Subclass Members as Individual Class Payments.
1.24, “Non-Participating Class Member” means any Wage Statement Settlement Class
Member or Nurse Practitioner Subclass Member who opts out of the Settlement by
sending the Administrator a valid and timely Request for Exclusion.
1.25. “Nurse Practitioner Subclass Period” means the period beginning August 27, 2017
to the date of preliminary approval of the settlement.
1.26. “Nurse Practitioner Subclass” or “Nurse Practitioner Subclass Member(s)” means
all current and former employees whom Defendants employed to work as a Nurse
Practitioner at CareNow Urgent Care clinics in California during the Nurse Practitioner
Subclass Period. There are nine Nurse Practitioner Subclass Members.
1.27. “Nurse Practitioner Aggrieved Employee(s)” means all current and former
employees whom Defendants employed to work as a Nurse Practitioner at CareNow
Urgent Care clinics in California during the PAGA Period.
1.28. “PAGA” means the Private Attorneys General Act (Labor Code §§ 2698. et seq.).
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1.29. “PAGA Notice” means Plaintiff's September 1, 2021 letter to Defendants and the
LWDA providing notice pursuant to Labor Code section 2699.3, subd.(a), Case No.
LWDA-CM-843 187-21.
1.30. “PAGA Pay Period” means any Pay Period during which any Wage Statement
Aggrieved Employee or Nurse Practitioner Aggrieved Employee worked for Defendants
for at least one day during the PAGA Period.
1.31. “PAGA Period” means the period from August 27, 2020 to the date of preliminary
approval.
1.32. “PAGA Payment” means the total amount of PAGA civil penalties to be paid from
the Gross Settlement Amount, amounting to $10,500.00 in total, with 25% allocated to the
Wage Statement and Nurse Practitioner Aggrieved Employees ($2,625.00) and 75% to the
LWDA ($7,875.00) in settlement of PAGA claims.
1.33. “Participating Class Member” means a Wage Statement Settlement Class Member
and/or Nurse Practitioner Subclass Member who does not submit a valid and timely
Request for Exclusion from the Settlement.
1.34. “Pay Period” means any pay period during which a Wage Statement Settlement
Class Member worked for Defendants, for at least one day, during the Wage Statement
Class Period, and/or any pay period during which a Nurse Practitioner Subclass Member
worked for Defendants, for at least one day, during the Nurse Practitioner Subclass Period.
1.35. “Plaintiff”? means Coral Roper, the named plaintiff in the Action.
1.36. “Preliminary Approval” means the Court’s Order Granting Preliminary Approval
of the Settlement.
1.37. "Preliminary Approval Order" means the proposed Order Granting Preliminary
Approval and Approval of PAGA Settlement.
1.38. “Released Class Claims” means the claims being released as described in Paragraph
6.2 below.
1.39. “Released PAGA Claims” means the claims being released as described in
Paragraph 6.3 below.
1.40. “Released Parties” means Defendants, and each of their past, present and future
agents, employees, servants, officers, directors, managing agents, members, owners
(whether direct or indirect), partners, trustees, representatives, shareholders, stockholders,
attorneys, parents, subsidiaries, equity sponsors, related companies/corporations and/or
partnerships, divisions, assigns, predecessors, successors, insurers, reinsurers, consultants,
joint venturers, joint employers, potential and alleged joint employers, temporary staffing
agencies and employees thereof, common law employers, potential and alleged common
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law employers, dual employers, potential and alleged dual employers, co-employers,
potential and alleged co-employers, contractors, affiliates, service providers, alter-egos,
potential and alleged alter-egos, vendors, affiliated companies/organizations, any person
and/or entity with potential or alleged to have joint liability, and all of their respective
past, present and future employees, directors, officers, members, owners, agents,
representatives, payroll agencies, attorneys, stockholders, fiduciaries, parents,
subsidiaries, other service providers, clients and assigns and any and all persons and/or
entities acting under, by, through or in concert with any of them.
1.41. "Response Deadline" means 60 calendar days after the Administrator mails Notice
to the Wage Statement Settlement Class Members, Nurse Practitioner Subclass Members
and Wage Statement and Nurse Practitioner Aggrieved Employees, and shall be the last
date on which Wage Statement Settlement Class Members and Nurse Practitioner
Subclass Members may: (a) fax, email, or mail Requests for Exclusion from the
Settlement, or (b) fax, email, or mail his or her Objection to the Settlement. Wage
Statement Settlement Class Members and Nurse Practitioner Subclass Members to whom.
Notice Packets are resent after having been returned undeliverable to the Administrator
shall have an additional 14 calendar days beyond the Response Deadline has expired.
1.42. “Settlement” means the disposition of the Action effected by this Agreement and
the Judgment.
1.43. “Wage Statement Class Period” means the period beginning August 27, 2020 to the
date of Preliminary Approval of the Settlement.
1.44, “Wage Statement Settlement Class” and “Wage Statement Settlement Class
Members” means all current and former employees who were employed by Defendants at
CareNow Urgent Care clinics throughout the state of California during the Wage
Statement Class Period.
1.45. “Wage Statement Aggrieved Employee” means all current and former employees
who were employed by Defendants at CareNow Urgent Care clinics throughout the state
of California during the PAGA Period.
RECITALS.
2.1. Plaintiff is a former employee of Defendants at some point during the Nurse
Practitioner and Wage Statement Class Periods.
2.2. On August 27, 2021, Plaintiff filed a proposed class action alleging causes of action
against Defendants for: (1) failure to pay overtime; (2) breach of contract; (3) failure to
provide off-duty meal periods; (4) failure to authorize and permit rest periods; (5) failure
to reimburse business expenses; (6) failure to furnish adequate wage statements; (7)
waiting time penalties; and (8) unlawful business practices. On November 10, 2021,
Plaintiff filed an amended complaint, adding a ninth cause of action for PAGA penalties.
Defendants deny the allegations in the Action, deny any failure to comply with the laws
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identified in the Action, and deny any and all liability for the causes of action alleged in
the Action.
2.3 Pursuant to Labor Code section 2699.3, subd.(a), Plaintiff gave timely written
notice to Defendants and the LWDA by sending the PAGA Notice on September 1, 2021.
2.4 On July 19, 2023, the Parties participated in an all-day mediation presided over
by mediator Jeffrey Krivis, Esq., which led to this Agreement to settle the Action.
2.5 Prior to mediation and finalizing the Agreement, Plaintiff obtained, through
informal discovery, relevant information from Defendants, including but not limited to an
adequate sampling of employee time and payroll records, records relating to Plaintiff,
Defendants policy documents, and the exchange of relevant data points pertaining to the
Class and PAGA claims. Plaintiff's investigation was sufficient to satisfy the criteria for
court approval set forth in Dunk v. Foot Locker Retail, Inc., 48 Cal.App.4th 1794, 1801
(1996) and Kullar v. Foot Locker Retail, Inc., 168 Cal.App.4th 116, 129-30 (2008)
(“Dunk/Kullar”).
2.6. The Court has not granted class certification.
MONETARY TERMS.
3.1. Gross Settlement Amount. CareNow promises to pay $250,000.00 and no more as
the Gross Settlement Amount and to separately pay any and all employer payroll taxes
required by law on the wage portions of the Individual Class Payments. CareNow has no
obligation to pay the Gross Settlement Amount (or any payroll taxes) prior to the deadline
stated in this Agreement. The Administrator will disburse the entire Gross Settlement
Amount without asking or requiring Wage Statement Settlement Class Members, Nurse
Practitioner Subclass Members, or Wage Statement or Nurse Practitioner Aggrieved
Employees to submit any claim as a condition of payment. None of the Gross Settlement
Amount will revert to CareNow.
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3 2. Payments from the Gross Settlement Amount. The Administrator will make and
deduct the following payments from the Gross Settlement Amount, in the amounts
specified by the Court in the Final Approval:
3.2.1. To Plaintiff: Class Representative Service Payment to the Class
Representative of not more than $10,000.00 (in addition to any Individual Class
Payment and any Individual PAGA Payment the Class Representative is entitled to
receive as a Participating Class Member). Defendants will not oppose Plaintiff's
request for a Class Representative Service Payment that does not exceed this amount.
As part of the motion for Class Counsel Fees Payment and Class Counsel Litigation
Expenses Payment, Plaintiff will seek Court approval for any Class Representative
Service Payment no later than 16 court days prior to the Final Approval Hearing. If
the Court approves a Class Representative Service Payment less than the amount
requested, the Administrator will retain the remainder in the Net Settlement Amount.
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A reduction by the Court of the Class Representative Service Payment shall not be
grounds to nullify this Agreement. The Administrator will pay the Class
Representative Service Payment using IRS Form 1099. Plaintiff assumes full
responsibility and liability for employee taxes owed on the Class Representative
Service Payment. The Class Representative Service Payment will be in addition to
the Plaintiff's Individual Class Payment paid pursuant to the Settlement.
3.2.2. To Class Counsel: A Class Counsel Fees Payment of not more than 33
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1/3%, which is currently estimated to be $8 3,333.33, and a Class Counsel Litigation
Expenses Payment of not more than $20,000.00. Defendants will not oppose requests
for these payments provided they do not exceed these amounts. Plaintiff and/or Class
Counsel will file a motion for Class Counsel Fees Payment and Class Litigation
Expenses Payment no later than 16 court days prior to the Final Approval Hearing. If
the Court approves a Class Counsel Fees Payment and/or a Class Counsel Litigation
Expenses Payment less than the amounts requested, the Administrator will allocate
the remainder to the Net Settlement Amount. Released Parties shall have no liability
to Class Counsel or any other Plaintiffs Counsel arising from any claim to any portion
any Class Counsel Fee Payment and/or Class Counsel Litigation Expenses Payment.
A reduction by the Court of either the Class Counsel Fee Payment(s) and/or Class
Counsel Litigation Expenses Payment(s) shall not be grounds to nullify this
Agreement. The Administrator will pay the Class Counsel Fees Payment and Class
Counsel Expenses Payment using one or more IRS 1099 Forms. Class Counsel
assumes full responsibility and liability for taxes owed on the Class Counsel Fees
Payment and the Class Counsel Litigation Expenses Payment and holds Defendants
harmless, and indemnifies Defendants, from any dispute or controversy regarding any
division or sharing of any of these Payments.
3.2.3. To the Administrator: A reasonable Administration Expenses Payment, as
approved by the Court.
3.2.4. To Each Participating Class Member:
3.2.4.1. For each Participating Class Member, an Individual Class Payment
calculated as follows:
3.2.4.1.1. Of the Net Settlement Amount, $20,000 will be allocated to Wage
Statement Settlement Class Members on a pro-rata basis as follows: (i) the
number of Pay Periods they worked during the Wage Statement Class
Period divided by (ii) the total number of Pay Periods worked by all Wage
Statement Settlement Class Members during the Wage Statement Class
Period.
3.2.4.1.2. Of the remaining Net Settlement Amount, a payment of $500 will
be paid to any Nurse Practitioner Subclass Member who received a
severance payment, meal period and/or rest period premium lump sum
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retroactive payment, or signed a release of liability (specifically employee
IDs 10964778, 133010524, 112885113, and 21565844).
3.2.4.1.3. Of the remaining Net Settlement Amount, settlement payments will
be allocated to Nurse Practitioner Subclass Members who did not receive
a severance payment, meal period and/or rest period premium lump sum
retroactive payment, or sign a release of liability (specifically employee
IDs 41545879, 48925387, 51687280, 61186691, and 109665396) on a pro-
rata basis as follows: (i) the number of Pay Periods worked during the
Nurse Practitioner Subclass Period divided by (ii) the total number of Pay
Periods worked by all Nurse Practitioner Subclass Members during the
Nurse Practitioner Subclass Period.
3.2.4.2. Tax Allocation of Individual Class Payments. 33% of each Individual Class
Payment will be allocated to settlement of wage claims (the “Wage Portion’).
The Wage Portions are subject to tax withholding and will be reported on an IRS
W-2 Form. 67% of each Individual Class Payment will be allocated to settlement
of claims for interest and penalties (the “Non-Wage Portion”). The Non-Wage
Portions are not subject to wage withholdings and will be reported on IRS 1099
Forms. Wage Statement Settlement Class Members and Nurse Practitioner
Subclass Members assume full responsibility and liability for any employee
taxes owed on their Individual Class Payment.
3.2.4.3. Effect of Non-Participating Class Members on Calculation of Individual
Class Payments. Non-Participating Class Members will not receive any
Individual Class Payments. The Administrator will retain amounts equal to their
Individual Class Payments in the Net Settlement Amount for distribution to
Participating Class Members as set forth in 3.2.4 above. Non-Participating Class
Members shall still receive an Individual PAGA Payment.
3.2.5. To the LWDA and Wage Statement and Nurse Practitioner Aggrieved
Employees: A PAGA Payment in the amount of $10,500.00 to be paid from the Gross
Settlement Amount, with 75% ($7,875.00) allocated to the LWDA PAGA Payment
and 25% ($2,625.00) allocated to the Individual PAGA Payments as a satisfaction
and release of the Released PAGA claims.
3.2.5.1. The Administrator will calculate each Individual PAGA Payment by
(a) dividing the amount of the Wage Statement and Nurse Practitioner
Aggrieved Employees’ 25% share of the PAGA Payment $2,625.00 by the total
number of PAGA Period Pay Periods worked by all Wage Statement and Nurse
Practitioner Aggrieved Employees during the PAGA Period and (b) multiplying
the result by each Wage Statement and/or Nurse Practitioner Aggrieved
Employee’s PAGA Period Pay Periods. Wage Statement and Nurse Practitioner
Aggrieved Employees assume full responsibility and liability for any taxes owed
on their Individual PAGA Payment.
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3.2.5.2. If the Court approves the PAGA Payment of less than the amount
requested, the Administrator will allocate the remainder to the Net Settlement
Amount. The Administrator will report the Individual PAGA Payments on IRS
1099 Forms.
4. SETTLEMENT FUNDING AND PAYMENTS.
4.1. Class_Data. Not later than thirty (30) calendar days after the Court grants
Preliminary Approval of the Settlement, Defendants will simultaneously deliver the Class
Data to the Administrator, in the form of a Microsoft Excel spreadsheet. To protect
employee privacy rights, the Administrator must maintain the Class Data in confidence,
use the Class Data only for purposes of this Settlement and for no other purpose, and
restrict access to the Class Data to Administrator employees who need access to the Class
Data to effect and perform under this Agreement. Defendants have a continuing duty to
immediately notify Class Counsel if it discovers that the Class Data omitted class member
identifying information and to provide corrected or updated Class Data as soon as
reasonably feasible. Without any extension of the deadline by which Defendants must
send the Class Data to the Administrator, the Parties and their counsel will expeditiously
use best efforts, in good faith, to reconstruct or otherwise resolve any issues related to
missing or omitted Class Data.
42 Funding of Gross Settlement Amount. CareNow shall fully fund the Gross
Settlement Amount, and also fund the amounts necessary to fully pay Defendants’ share
of payroll taxes by transmitting the funds to the Administrator no later than 14 days after
the Effective Date. If CareNow fails to fully fund the Gross Settlement Amount, this
Agreement shall become null and void ab initio, the Releases of Claims as set forth below
in paragraph 6 shall not have any effect, and the Judgment shall be vacated.
43 Payments from the Gross Settlement Amount. Within 15 days after CareNow funds
the Gross Settlement Amount, the Administrator will mail checks for all Individual Class
Payments, all Individual PAGA Payments, the LWDA PAGA Payment, the
Administration Expenses Payment, the Class Counsel Fees Payment, the Class Counsel
Litigation Expenses Payment, and the Class Representative Service Payment.
Disbursement of the Class Counsel Fees Payment, the Class Counsel Litigation Expenses
Payment and the Class Representative Service Payment shall not precede disbursement of
Individual Class Payments and Individual PAGA Payments.
4.3.1. The Administrator will issue checks for the Individual Class Payments
and/or Individual PAGA Payments and send them to the Wage Statement Settlement
Class Members, Nurse Practitioner Subclass Members, and or Wage Statement and
Nurse Practitioner Aggrieved Employees via First Class U.S. Mail, postage prepaid.
The face of each check shall prominently state the date (not less than 180 days after
the date of mailing) when the check will be voided. The Administrator will cancel all
checks not cashed by the void date. The Administrator will send checks for Individual
Class Payments to all Participating Class Members (including those for whom Class
Notice was returned undelivered). The Administrator will send checks for Individual
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PAGA Payments to all Wage Statement and Nurse Practitioner Aggrieved Employees
including Non-Participating Class Members who qualify as Wage Statement and
Nurse Practitioner Aggrieved Employees (including those for whom Class Notice was
returned undelivered). The Administrator may send Participating Class Members a
single check combining the Individual Class Payment and the Individual PAGA
Payment. Before mailing any checks, the Administrator must update the recipients’
mailing addresses using the National Change of Address Database.
4.3.2. The Administrator must conduct a Class Member Address Search for all
other Wage Statement Settlement Class Members and Nurse Practitioner Subclass
Members and Wage Statement and Nurse Practitioner Aggrieved Employees whose
checks are returned undelivered without USPS forwarding address. Within 7 days of
receiving a returned check the Administrator must re-mail checks to the USPS
forwarding address provided or to an address ascertained through the Class Member
Address Search. The Administrator need not take further steps to deliver checks to
Wage Statement Settlement Class Members, Nurse Practitioner Subclass Members
and Wage Statement and Nurse Practitioner Aggrieved Employees whose re-mailed
checks are returned as undelivered. The Administrator shall promptly send a
replacement check to any Wage Statement Settlement Class Member, Nurse
Practitioner Subclass Member and/or Wage Statement and Nurse Practitioner
Aggrieved Employees whose original check was lost or misplaced, requested by the
Wage Statement Settlement Class Member or Nurse Practitioner Subclass Member
prior to the void date.
4.3.3. For any Wage Statement Settlement Class Member and Nurse Practitioner
Subclass Member whose Individual Class Payment check or Individual PAGA
Payment check is uncashed and cancelled after the void date, the Administrator shall
transmit the funds represented by such checks to the California Controller's
Unclaimed Property Fund in the name of the Wage Statement Settlement Class
Member or Nurse Practitioner Subclass Member, thereby leaving no "unpaid residue"
subject to the requirements of California Code of Civil Procedure Section 384, subd.
(b).
4.3.4, The payment of Individual Class Payments and Individual PAGA Payments
shall not obligate Defendants to confer any additional benefits or make any additional
payments to Wage Statement Settlement Class Members or Nurse Practitioner
Subclass Members (such as 401(k) contributions or bonuses) beyond those specified
in this Agreement.
6 RELEASES OF CLAIMS. As of the date of Judgment, Plaintiff, Wage Statement
Settlement Class Members, Nurse Practitioner Subclass Members, and Class Counsel will
telease claims against all Released Parties as follows:
6.1 Plaintiff's Release. As a condition of receiving any portion of the Class
Representative Service Payment, Plaintiff and each of her respective former and present
spouses, representatives, agents, attorneys, heirs, administrators, successors, and assigns
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generally, release and discharge Released Parties, and each and all of them, from any and
all claims, liabilities, causes of actions, charges, complaints, obligations, costs, losses,
damages, injuries, attorneys’ fees, and other legal responsibilities, of any form whatsoever,
whether known or unknown, unforeseen, unanticipated, unsuspected, or latent, which
Plaintiffor her heirs, administrators, executors, successors in interest, and/or assigns have
incurred or expect to incur, or now own or hold, or have at any time heretofore owned or
held, or may at any time own, hold, or claim to hold by reason of any matter or thing
arising from conduct at CareNow Urgent Care clinics prior to Plaintiff's execution of this
Agreement.
Plaintiff's released claims include, but are not limited to, claims she has or suspects she
has, and include failure to pay minimum wages, straight time compensation, overtime
compensation, double-time compensation, bonuses, tips or commissions, payment for all
hours worked, payment for off-the-clock work, payment for donning and doffing time, on
call pay, time rounding claims, allowances, failure to timely pay wages,
missed/short/late/interrupted meal period, rest period, and/or recovery period
wages/premiums, failure to provide meal periods, failure to authorize and permit rest
periods and/or recovery periods, the calculation of meal period, rest period, and/or
recovery period premiums, reporting time pay, sick pay, severance pay, final pay, paid
leave benefits, vacation, holiday or paid time off, unauthorized deductions or
garnishments, reimbursement of business expenses, regular rate claims, failure to provide
accurate itemized wage statements, failure to maintain records, failure to provide suitable
seating, failure to maintain temperature providing reasonable comfort, and interest,
damages, and promises on any and all of the above. The Released Parties dispute such
claims and have a good faith basis for believing those claims are invalid (a bona fide
dispute exists), and as detailed in this Agreement, Plaintiff accepts the Service Payment,
and any consideration she is entitled to as a Class Member via this Agreement, as
consideration for the release of any and all undisputed claims and as a compromise and
release for any and all disputed claims. Plaintiff acknowledges the payment of this
compensation constitutes ample consideration, the sufficiency of which is hereby
acknowledged, for Plaintiff's promises in this Agreement.
Without limiting the generality of the foregoing, and by way of example only, Plaintiff
fully releases and discharges each and all of the Released Parties from any and all claims,
disputes, rights, and causes of action that have been or could have been alleged against
any of said Released Parties (a) in connection with Plaintiff's employment with
Defendants; and (b) in connection with any and all matters pertaining to Plaintiff's alleged
employment by any of the Released Parties arising from conduct at CareNow Urgent Care
clinics including, but not limited to, any and all compensation, salaries, wages, meal and
rest period premiums, bonuses, commissions, overtime, monies, pay, allowances,
expenses, benefits, sick pay, severance pay, retention pay, or benefits, paid leave benefits,
vacation, penalties, interest, damages, and promises on any and all of the above.
This Release extends to any and all claims including, but not limited to, any alleged (a)
violation of the National Labor Relations Act, Title VII of the Civil Rights Act, the
California Fair Employment and Housing Act, the Americans With Disabilities Act of
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DocuSign Envelope ID: F1CBB64C-75AF-4675-8F56-AB79BFAFA3BB
1990, the Federal Age Discrimination in Employment Act, as amended by the Older
Workers Benefit Protection Act of 1990, the Fair Labor Standards Act, the California
Labor Code, any applicable California Wage Order, the California Private Attorneys
General Act (“PAGA”) (to include, but not limited to, acting as a PAGA representative),
the California Equal Pay Act, the California Fair Pay Act, the Occupational Safety and
Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the California
Family Rights Act, the Employee Retirement Income Security Act (excluding vested
benefits), the California Unfair Business Practices Act/Unfair Competition Law, the
Family and Medical Leave Act,
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HUNTER PYLE, SBN 191125 FIESTER, SBN 301316 HUNTER PYLE LAW, PC Street, Suite Oakland, California 94612 Telephone: (510) 4400 Facsimile: (510) 4410 Email: hunter@ hunterpylelaw.com kfiester@ hunterpylelaw.com Attorneys for Plaintiff and the Putative Class INTHE SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SANTA CLARA CORAL ROPER, on behalf of herself and all Case No.: 21CV 386281 others similarly situated; CLASS ACTION Plaintiffs, SUPPLEMENTAL DECLARATION OF KATIE FIESTERIN SUPPORT OF PLAINTIFF’S MOTION FOR GOLDEN STATE URGENT CARE PRELIMINARY APPROVAL OF CLASS PROVIDERS, A MEDICAL AND REPRESENTATIVE ACTION CORPORATION, a Califomia corporation dba SETTLEMENT CareNow Urgent Care; HCA CALIFORNIA URGENT CARE HOLDINGS, LLC, a Date: May 23, 2024 Delaware limited liability company dba 1:30 p.m. CareNow Urgent Care; HCA HEALTHCARE, Location: Dept. INC., a Delaware corporation dba CareNow Judge: Charles F. Adams Urgent Care; and DOES 1 through 20, inclusive, Complaint Filed: Trial Date: Defendants. SUPPLEMENTAL DECLARATION OF KATIE FIESTER IN SUPPORT OF PLAINTIFF’S MOTION FOR PRELIMINARY APPROVAL OF CLASS AND REPRESENTATIVE ACTION SETTLEMENT SUPPLEMENTAL DECLARATION OF KATIE FIESTER I, Katie Fiester, declare as follows: 1 I am a member in good standing of the Bar of the State of California and the principal at Hunter Pyle Law, in Oakland, California. I submit this supplemental declaration in support of plaintiff's Coral Roper, (“Plaintiff”) Motion for Preliminary Approval of a Class and PAGA Representative A ction Settlement A greement agreed to by Plaintiff and Defendants Golden State Urgent Care Providers, a Medical Corporation, a Califomia Corporation dba CareNow Urgent Care; and HCA Califomia Urgent Care Holdings, LLC, a Delaware Limited Liability Company dba CareNow Urgent Care (collectively “CareNow”). Plaintiff and CareNow are 10 collectively referred to herein as the “Parties”. 11 2 I currently work as an attorney at Hunter Pyle Law, which is counsel for Plaintiff 12 and the putative class in this matter. I have personal knowledge of the facts set forth in this 13 declaration and could and would testify competently to them. 14 3 Attached as Exhibit 2 is the Stipulation of Settlement (the “Settlement” or 15 “Settlement Agreement”) executed by all Parties. 16 I declare under penalty of perjury under the laws of the State of California that the 17 foregoing is true and correct and that this declaration was executed on March 28, 2024, in Oakland, 18 California. 19 20 21 Bio | ot Bao uate we Katie Fiester 22 23 24 25 26 27 28 1 SUPPLEMENTAL DECLARATION OF KATIE FIESTER IN SUPPORT OF PLAINTIFF’S MOTION FOR PRELIMINARY APPROVAL OF CLASS AND REPRESENTATIVE ACTION SETTLEMENT EXHIBIT 2 DocuSign Envelope ID: F1CBB64C-75AF-4675-8F56-AB79BFAFA3BB CLASS AND PAGA REPRESENTATIVE ACTION SETTLEMENT AGREEMENT AND CLASS NOTICE This Class and PAGA Representative Action Settlement Agreement (“Agreement”) is made by and between Plaintiff Coral Roper (‘Plaintiff’) and Defendants Golden State Urgent Care Providers, a Medical Corporation, a California Corporation dba CareNow Urgent Care; and HCA- California Urgent Care Holdings, LLC, a Delaware Limited Liability Company dba CareNow Urgent Care (collectively “CareNow”). The Agreement refers to Plaintiff and CareNow collectively as “Parties,” or individually as “Party.” 1. DEFINITIONS. 1.1. “Action” means Plaintiff's lawsuit alleging wage and hour violations against CareNow and HCA Healthcare, Inc., a Delaware corporation dba CareNow Urgent Care (collectively “Defendants”) captioned Coral Roper v. Golden State Urgent Providers dba CareNow Urgent Care, et al., Santa Clara County Superior Court Case No. 21CV386281, filed on August 27, 2021. 1.2 “Administrator” means Phoenix Class Action Administration Solutions the neutral entity the Parties have agreed to appoint to administer the Settlement. 1.3 “Administration Expenses Payment” means the amount the Administrator will be paid from the Gross Settlement Amount to reimburse its reasonable fees and expenses in accordance with the Administrator's “not to exceed” bid submitted to the Court in connection with Preliminary Approval of the Settlement, estimated to be $6,500. 1.4, “Class Counsel” means Hunter Pyle and Katie Fiester of Hunter Pyle Law. 1.5 “Class Counsel Fees Payment” and “Class Counsel Litigation Expenses Payment” mean the amounts allocated to Class Counsel for reimbursement of reasonable attorneys’ fees and expenses, respectively, incurred to prosecute the Action. 1.6 “Class Data” means Wage Statement Settlement Class Members’ and Nurse Practitioner Subclass Members’ identifying information in Defendants’ possession that is needed to administer the Settlement, including the name, last-known mailing address, Social Security number, and number of relevant Pay Periods and PAGA Pay Periods worked. The Class Data will also indicate whether an individual is a Wage Statement Settlement Class Member and/or Nurse Practitioner Subclass Member. 17. “Class Member Address Search” means the Administrator’s investigation and search for current Wage Statement Settlement Class Members’ and Nurse Practitioner Subclass Members’ mailing addresses using all reasonably available sources, methods and means including, but not limited to, the National Change of Address database, skip traces, and direct contact by the Administrator. -1- DocuSign Envelope ID: F1CBB64C-75AF-4675-8F56-AB79BFAFA3BB 1.8. “Class Notice” means the Court Approved Notice of Class Action Settlement, to be mailed to Wage Statement Settlement Class Members and Nurse Practitioner Subclass Members in the form, without material variation, attached as Exhibit A and incorporated by reference into this Agreement. 1.9. “Class Representative” means the named Plaintiff in the operative complaint in the Action seeking Court approval to serve as a Class Representative, Coral Roper. 1.10. “Class Representative Service Payment” means, in exchange for the general release of all claims, the payment to the Class Representative for initiating the Action and providing services in support of the Action. 1.11. “Court” means the Superior Court of California, County of Santa Clara. 1.12. “Defendants” means named Defendants Golden State Urgent Care Providers, a Medical Corporation, a California Corporation dba CareNow Urgent Care; HCA- California Urgent Care Holdings, LLC, a Delaware Limited Liability Company dba CareNow Urgent Care; and HCA Healthcare, Inc. a Delaware corporation dba CareNow Urgent Care. 1.13. “Defense Counsel” means Richard J. Simmons, Jason W. Kearnaghan, Hilary A. Habib, and Melanie M. Hamilton of Sheppard, Mullin, Richter, and Hampton LLP. 1.14. “Effective Date” means the date on which the Final Award becomes final. For purposes of this Section, the Final Award “becomes final” only after the Court grants the Motion for Final Approval and upon service of the Notice of Entry of Order and/or Judgment, and upon the latter of: (i) if no appeal, or other challenge is filed, the seventieth (70") day following Notice of Entry of the Court’s Order and/or Judgment; (ii) the date of affirmance of an appeal of the Order Granting Final Approval and/or Judgment becomes final under the California Rules of Court; or (iii) the date of final dismissal of any appeal from the Order Granting Final Approval and/or Judgment or the final dismissal of any proceeding on review of any court of appeal decision relating to the Order Granting Final Approval and/or Judgment, and issuance of remittitur. 1.15. “Final Approval Order” or “Final Award” means the Court’s order granting final approval of the Settlement. 1.16. “Final Approval Hearing” means the Court’s hearing on the Motion for Final Approval of the Settlement. 1.17. “Gross Settlement Amount” means $250,000.00 (Two Hundred and Fifty Thousand Dollars and No Cents) which is the total gross amount CareNow agrees to pay under the Settlement. The Gross Settlement Amount will be used to pay Individual Class Payments, Individual PAGA Payments, the LWDA PAGA Payment, Class Counsel Fees, Class Counsel Litigation Expenses, Class Representative Service Payment and the -2- DocuSign Envelope ID: F1CBB64C-75AF-4675-8F56-AB79BFAFA3BB Administration Expenses. CareNow will separately pay any and all employer payroll taxes required by law on the wage portions of the Individual Class Payments. 1.18. “Individual Class Payment” means the Participating Class Member’s share of the Net Settlement Amount, calculated in accordance with Paragraph 3.2.4 below. 1.19. “Individual PAGA Payment” means the Wage Statement or Nurse Practitioner Aggrieved Employee’s share of 25% of the PAGA Payment, calculated in accordance with Paragraph 3.2.5 below. 1.20. “Judgment” means the judgment entered by the Court based upon the Final Approval. 1.21. “LWDA” means the California Labor and Workforce Development Agency, the agency entitled, under Labor Code section 2699, subd. (i). 1.22. “LWDA PAGA Payment” means the 75% of the PAGA Payment paid to the LWDA under Labor Code section 2699, subd. (i). 1.23. “Net Settlement Amount” means the Gross Settlement Amount, less the following payments in the amounts approved by the Court: Individual PAGA Payments, the LWDA PAGA Payment, Class Representative Service Payment, Class Counsel Fees Payment, Class Counsel Litigation Expenses Payment, and the Administration Expenses Payment. The remainder is to be paid to Wage Statement Settlement Class Members and Nurse Practitioner Subclass Members as Individual Class Payments. 1.24, “Non-Participating Class Member” means any Wage Statement Settlement Class Member or Nurse Practitioner Subclass Member who opts out of the Settlement by sending the Administrator a valid and timely Request for Exclusion. 1.25. “Nurse Practitioner Subclass Period” means the period beginning August 27, 2017 to the date of preliminary approval of the settlement. 1.26. “Nurse Practitioner Subclass” or “Nurse Practitioner Subclass Member(s)” means all current and former employees whom Defendants employed to work as a Nurse Practitioner at CareNow Urgent Care clinics in California during the Nurse Practitioner Subclass Period. There are nine Nurse Practitioner Subclass Members. 1.27. “Nurse Practitioner Aggrieved Employee(s)” means all current and former employees whom Defendants employed to work as a Nurse Practitioner at CareNow Urgent Care clinics in California during the PAGA Period. 1.28. “PAGA” means the Private Attorneys General Act (Labor Code §§ 2698. et seq.). -3- DocuSign Envelope ID: F1CBB64C-75AF-4675-8F56-AB79BFAFA3BB 1.29. “PAGA Notice” means Plaintiff's September 1, 2021 letter to Defendants and the LWDA providing notice pursuant to Labor Code section 2699.3, subd.(a), Case No. LWDA-CM-843 187-21. 1.30. “PAGA Pay Period” means any Pay Period during which any Wage Statement Aggrieved Employee or Nurse Practitioner Aggrieved Employee worked for Defendants for at least one day during the PAGA Period. 1.31. “PAGA Period” means the period from August 27, 2020 to the date of preliminary approval. 1.32. “PAGA Payment” means the total amount of PAGA civil penalties to be paid from the Gross Settlement Amount, amounting to $10,500.00 in total, with 25% allocated to the Wage Statement and Nurse Practitioner Aggrieved Employees ($2,625.00) and 75% to the LWDA ($7,875.00) in settlement of PAGA claims. 1.33. “Participating Class Member” means a Wage Statement Settlement Class Member and/or Nurse Practitioner Subclass Member who does not submit a valid and timely Request for Exclusion from the Settlement. 1.34. “Pay Period” means any pay period during which a Wage Statement Settlement Class Member worked for Defendants, for at least one day, during the Wage Statement Class Period, and/or any pay period during which a Nurse Practitioner Subclass Member worked for Defendants, for at least one day, during the Nurse Practitioner Subclass Period. 1.35. “Plaintiff”? means Coral Roper, the named plaintiff in the Action. 1.36. “Preliminary Approval” means the Court’s Order Granting Preliminary Approval of the Settlement. 1.37. "Preliminary Approval Order" means the proposed Order Granting Preliminary Approval and Approval of PAGA Settlement. 1.38. “Released Class Claims” means the claims being released as described in Paragraph 6.2 below. 1.39. “Released PAGA Claims” means the claims being released as described in Paragraph 6.3 below. 1.40. “Released Parties” means Defendants, and each of their past, present and future agents, employees, servants, officers, directors, managing agents, members, owners (whether direct or indirect), partners, trustees, representatives, shareholders, stockholders, attorneys, parents, subsidiaries, equity sponsors, related companies/corporations and/or partnerships, divisions, assigns, predecessors, successors, insurers, reinsurers, consultants, joint venturers, joint employers, potential and alleged joint employers, temporary staffing agencies and employees thereof, common law employers, potential and alleged common -4- DocuSign Envelope ID: F1CBB64C-75AF-4675-8F56-AB79BFAFA3BB law employers, dual employers, potential and alleged dual employers, co-employers, potential and alleged co-employers, contractors, affiliates, service providers, alter-egos, potential and alleged alter-egos, vendors, affiliated companies/organizations, any person and/or entity with potential or alleged to have joint liability, and all of their respective past, present and future employees, directors, officers, members, owners, agents, representatives, payroll agencies, attorneys, stockholders, fiduciaries, parents, subsidiaries, other service providers, clients and assigns and any and all persons and/or entities acting under, by, through or in concert with any of them. 1.41. "Response Deadline" means 60 calendar days after the Administrator mails Notice to the Wage Statement Settlement Class Members, Nurse Practitioner Subclass Members and Wage Statement and Nurse Practitioner Aggrieved Employees, and shall be the last date on which Wage Statement Settlement Class Members and Nurse Practitioner Subclass Members may: (a) fax, email, or mail Requests for Exclusion from the Settlement, or (b) fax, email, or mail his or her Objection to the Settlement. Wage Statement Settlement Class Members and Nurse Practitioner Subclass Members to whom. Notice Packets are resent after having been returned undeliverable to the Administrator shall have an additional 14 calendar days beyond the Response Deadline has expired. 1.42. “Settlement” means the disposition of the Action effected by this Agreement and the Judgment. 1.43. “Wage Statement Class Period” means the period beginning August 27, 2020 to the date of Preliminary Approval of the Settlement. 1.44, “Wage Statement Settlement Class” and “Wage Statement Settlement Class Members” means all current and former employees who were employed by Defendants at CareNow Urgent Care clinics throughout the state of California during the Wage Statement Class Period. 1.45. “Wage Statement Aggrieved Employee” means all current and former employees who were employed by Defendants at CareNow Urgent Care clinics throughout the state of California during the PAGA Period. RECITALS. 2.1. Plaintiff is a former employee of Defendants at some point during the Nurse Practitioner and Wage Statement Class Periods. 2.2. On August 27, 2021, Plaintiff filed a proposed class action alleging causes of action against Defendants for: (1) failure to pay overtime; (2) breach of contract; (3) failure to provide off-duty meal periods; (4) failure to authorize and permit rest periods; (5) failure to reimburse business expenses; (6) failure to furnish adequate wage statements; (7) waiting time penalties; and (8) unlawful business practices. On November 10, 2021, Plaintiff filed an amended complaint, adding a ninth cause of action for PAGA penalties. Defendants deny the allegations in the Action, deny any failure to comply with the laws -5- DocuSign Envelope ID: F1CBB64C-75AF-4675-8F56-AB79BFAFA3BB identified in the Action, and deny any and all liability for the causes of action alleged in the Action. 2.3 Pursuant to Labor Code section 2699.3, subd.(a), Plaintiff gave timely written notice to Defendants and the LWDA by sending the PAGA Notice on September 1, 2021. 2.4 On July 19, 2023, the Parties participated in an all-day mediation presided over by mediator Jeffrey Krivis, Esq., which led to this Agreement to settle the Action. 2.5 Prior to mediation and finalizing the Agreement, Plaintiff obtained, through informal discovery, relevant information from Defendants, including but not limited to an adequate sampling of employee time and payroll records, records relating to Plaintiff, Defendants policy documents, and the exchange of relevant data points pertaining to the Class and PAGA claims. Plaintiff's investigation was sufficient to satisfy the criteria for court approval set forth in Dunk v. Foot Locker Retail, Inc., 48 Cal.App.4th 1794, 1801 (1996) and Kullar v. Foot Locker Retail, Inc., 168 Cal.App.4th 116, 129-30 (2008) (“Dunk/Kullar”). 2.6. The Court has not granted class certification. MONETARY TERMS. 3.1. Gross Settlement Amount. CareNow promises to pay $250,000.00 and no more as the Gross Settlement Amount and to separately pay any and all employer payroll taxes required by law on the wage portions of the Individual Class Payments. CareNow has no obligation to pay the Gross Settlement Amount (or any payroll taxes) prior to the deadline stated in this Agreement. The Administrator will disburse the entire Gross Settlement Amount without asking or requiring Wage Statement Settlement Class Members, Nurse Practitioner Subclass Members, or Wage Statement or Nurse Practitioner Aggrieved Employees to submit any claim as a condition of payment. None of the Gross Settlement Amount will revert to CareNow. 2 3 2. Payments from the Gross Settlement Amount. The Administrator will make and deduct the following payments from the Gross Settlement Amount, in the amounts specified by the Court in the Final Approval: 3.2.1. To Plaintiff: Class Representative Service Payment to the Class Representative of not more than $10,000.00 (in addition to any Individual Class Payment and any Individual PAGA Payment the Class Representative is entitled to receive as a Participating Class Member). Defendants will not oppose Plaintiff's request for a Class Representative Service Payment that does not exceed this amount. As part of the motion for Class Counsel Fees Payment and Class Counsel Litigation Expenses Payment, Plaintiff will seek Court approval for any Class Representative Service Payment no later than 16 court days prior to the Final Approval Hearing. If the Court approves a Class Representative Service Payment less than the amount requested, the Administrator will retain the remainder in the Net Settlement Amount. -6- DocuSign Envelope ID: F1CBB64C-75AF-4675-8F56-AB79BFAFA3BB A reduction by the Court of the Class Representative Service Payment shall not be grounds to nullify this Agreement. The Administrator will pay the Class Representative Service Payment using IRS Form 1099. Plaintiff assumes full responsibility and liability for employee taxes owed on the Class Representative Service Payment. The Class Representative Service Payment will be in addition to the Plaintiff's Individual Class Payment paid pursuant to the Settlement. 3.2.2. To Class Counsel: A Class Counsel Fees Payment of not more than 33 2332223 1/3%, which is currently estimated to be $8 3,333.33, and a Class Counsel Litigation Expenses Payment of not more than $20,000.00. Defendants will not oppose requests for these payments provided they do not exceed these amounts. Plaintiff and/or Class Counsel will file a motion for Class Counsel Fees Payment and Class Litigation Expenses Payment no later than 16 court days prior to the Final Approval Hearing. If the Court approves a Class Counsel Fees Payment and/or a Class Counsel Litigation Expenses Payment less than the amounts requested, the Administrator will allocate the remainder to the Net Settlement Amount. Released Parties shall have no liability to Class Counsel or any other Plaintiffs Counsel arising from any claim to any portion any Class Counsel Fee Payment and/or Class Counsel Litigation Expenses Payment. A reduction by the Court of either the Class Counsel Fee Payment(s) and/or Class Counsel Litigation Expenses Payment(s) shall not be grounds to nullify this Agreement. The Administrator will pay the Class Counsel Fees Payment and Class Counsel Expenses Payment using one or more IRS 1099 Forms. Class Counsel assumes full responsibility and liability for taxes owed on the Class Counsel Fees Payment and the Class Counsel Litigation Expenses Payment and holds Defendants harmless, and indemnifies Defendants, from any dispute or controversy regarding any division or sharing of any of these Payments. 3.2.3. To the Administrator: A reasonable Administration Expenses Payment, as approved by the Court. 3.2.4. To Each Participating Class Member: 3.2.4.1. For each Participating Class Member, an Individual Class Payment calculated as follows: 3.2.4.1.1. Of the Net Settlement Amount, $20,000 will be allocated to Wage Statement Settlement Class Members on a pro-rata basis as follows: (i) the number of Pay Periods they worked during the Wage Statement Class Period divided by (ii) the total number of Pay Periods worked by all Wage Statement Settlement Class Members during the Wage Statement Class Period. 3.2.4.1.2. Of the remaining Net Settlement Amount, a payment of $500 will be paid to any Nurse Practitioner Subclass Member who received a severance payment, meal period and/or rest period premium lump sum -7- DocuSign Envelope ID: F1CBB64C-75AF-4675-8F56-AB79BFAFA3BB retroactive payment, or signed a release of liability (specifically employee IDs 10964778, 133010524, 112885113, and 21565844). 3.2.4.1.3. Of the remaining Net Settlement Amount, settlement payments will be allocated to Nurse Practitioner Subclass Members who did not receive a severance payment, meal period and/or rest period premium lump sum retroactive payment, or sign a release of liability (specifically employee IDs 41545879, 48925387, 51687280, 61186691, and 109665396) on a pro- rata basis as follows: (i) the number of Pay Periods worked during the Nurse Practitioner Subclass Period divided by (ii) the total number of Pay Periods worked by all Nurse Practitioner Subclass Members during the Nurse Practitioner Subclass Period. 3.2.4.2. Tax Allocation of Individual Class Payments. 33% of each Individual Class Payment will be allocated to settlement of wage claims (the “Wage Portion’). The Wage Portions are subject to tax withholding and will be reported on an IRS W-2 Form. 67% of each Individual Class Payment will be allocated to settlement of claims for interest and penalties (the “Non-Wage Portion”). The Non-Wage Portions are not subject to wage withholdings and will be reported on IRS 1099 Forms. Wage Statement Settlement Class Members and Nurse Practitioner Subclass Members assume full responsibility and liability for any employee taxes owed on their Individual Class Payment. 3.2.4.3. Effect of Non-Participating Class Members on Calculation of Individual Class Payments. Non-Participating Class Members will not receive any Individual Class Payments. The Administrator will retain amounts equal to their Individual Class Payments in the Net Settlement Amount for distribution to Participating Class Members as set forth in 3.2.4 above. Non-Participating Class Members shall still receive an Individual PAGA Payment. 3.2.5. To the LWDA and Wage Statement and Nurse Practitioner Aggrieved Employees: A PAGA Payment in the amount of $10,500.00 to be paid from the Gross Settlement Amount, with 75% ($7,875.00) allocated to the LWDA PAGA Payment and 25% ($2,625.00) allocated to the Individual PAGA Payments as a satisfaction and release of the Released PAGA claims. 3.2.5.1. The Administrator will calculate each Individual PAGA Payment by (a) dividing the amount of the Wage Statement and Nurse Practitioner Aggrieved Employees’ 25% share of the PAGA Payment $2,625.00 by the total number of PAGA Period Pay Periods worked by all Wage Statement and Nurse Practitioner Aggrieved Employees during the PAGA Period and (b) multiplying the result by each Wage Statement and/or Nurse Practitioner Aggrieved Employee’s PAGA Period Pay Periods. Wage Statement and Nurse Practitioner Aggrieved Employees assume full responsibility and liability for any taxes owed on their Individual PAGA Payment. -8- DocuSign Envelope ID: F1CBB64C-75AF-4675-8F56-AB79BFAFA3BB 3.2.5.2. If the Court approves the PAGA Payment of less than the amount requested, the Administrator will allocate the remainder to the Net Settlement Amount. The Administrator will report the Individual PAGA Payments on IRS 1099 Forms. 4. SETTLEMENT FUNDING AND PAYMENTS. 4.1. Class_Data. Not later than thirty (30) calendar days after the Court grants Preliminary Approval of the Settlement, Defendants will simultaneously deliver the Class Data to the Administrator, in the form of a Microsoft Excel spreadsheet. To protect employee privacy rights, the Administrator must maintain the Class Data in confidence, use the Class Data only for purposes of this Settlement and for no other purpose, and restrict access to the Class Data to Administrator employees who need access to the Class Data to effect and perform under this Agreement. Defendants have a continuing duty to immediately notify Class Counsel if it discovers that the Class Data omitted class member identifying information and to provide corrected or updated Class Data as soon as reasonably feasible. Without any extension of the deadline by which Defendants must send the Class Data to the Administrator, the Parties and their counsel will expeditiously use best efforts, in good faith, to reconstruct or otherwise resolve any issues related to missing or omitted Class Data. 42 Funding of Gross Settlement Amount. CareNow shall fully fund the Gross Settlement Amount, and also fund the amounts necessary to fully pay Defendants’ share of payroll taxes by transmitting the funds to the Administrator no later than 14 days after the Effective Date. If CareNow fails to fully fund the Gross Settlement Amount, this Agreement shall become null and void ab initio, the Releases of Claims as set forth below in paragraph 6 shall not have any effect, and the Judgment shall be vacated. 43 Payments from the Gross Settlement Amount. Within 15 days after CareNow funds the Gross Settlement Amount, the Administrator will mail checks for all Individual Class Payments, all Individual PAGA Payments, the LWDA PAGA Payment, the Administration Expenses Payment, the Class Counsel Fees Payment, the Class Counsel Litigation Expenses Payment, and the Class Representative Service Payment. Disbursement of the Class Counsel Fees Payment, the Class Counsel Litigation Expenses Payment and the Class Representative Service Payment shall not precede disbursement of Individual Class Payments and Individual PAGA Payments. 4.3.1. The Administrator will issue checks for the Individual Class Payments and/or Individual PAGA Payments and send them to the Wage Statement Settlement Class Members, Nurse Practitioner Subclass Members, and or Wage Statement and Nurse Practitioner Aggrieved Employees via First Class U.S. Mail, postage prepaid. The face of each check shall prominently state the date (not less than 180 days after the date of mailing) when the check will be voided. The Administrator will cancel all checks not cashed by the void date. The Administrator will send checks for Individual Class Payments to all Participating Class Members (including those for whom Class Notice was returned undelivered). The Administrator will send checks for Individual -9- DocuSign Envelope ID: F1CBB64C-75AF-4675-8F56-AB79BFAFA3BB PAGA Payments to all Wage Statement and Nurse Practitioner Aggrieved Employees including Non-Participating Class Members who qualify as Wage Statement and Nurse Practitioner Aggrieved Employees (including those for whom Class Notice was returned undelivered). The Administrator may send Participating Class Members a single check combining the Individual Class Payment and the Individual PAGA Payment. Before mailing any checks, the Administrator must update the recipients’ mailing addresses using the National Change of Address Database. 4.3.2. The Administrator must conduct a Class Member Address Search for all other Wage Statement Settlement Class Members and Nurse Practitioner Subclass Members and Wage Statement and Nurse Practitioner Aggrieved Employees whose checks are returned undelivered without USPS forwarding address. Within 7 days of receiving a returned check the Administrator must re-mail checks to the USPS forwarding address provided or to an address ascertained through the Class Member Address Search. The Administrator need not take further steps to deliver checks to Wage Statement Settlement Class Members, Nurse Practitioner Subclass Members and Wage Statement and Nurse Practitioner Aggrieved Employees whose re-mailed checks are returned as undelivered. The Administrator shall promptly send a replacement check to any Wage Statement Settlement Class Member, Nurse Practitioner Subclass Member and/or Wage Statement and Nurse Practitioner Aggrieved Employees whose original check was lost or misplaced, requested by the Wage Statement Settlement Class Member or Nurse Practitioner Subclass Member prior to the void date. 4.3.3. For any Wage Statement Settlement Class Member and Nurse Practitioner Subclass Member whose Individual Class Payment check or Individual PAGA Payment check is uncashed and cancelled after the void date, the Administrator shall transmit the funds represented by such checks to the California Controller's Unclaimed Property Fund in the name of the Wage Statement Settlement Class Member or Nurse Practitioner Subclass Member, thereby leaving no "unpaid residue" subject to the requirements of California Code of Civil Procedure Section 384, subd. (b). 4.3.4, The payment of Individual Class Payments and Individual PAGA Payments shall not obligate Defendants to confer any additional benefits or make any additional payments to Wage Statement Settlement Class Members or Nurse Practitioner Subclass Members (such as 401(k) contributions or bonuses) beyond those specified in this Agreement. 6 RELEASES OF CLAIMS. As of the date of Judgment, Plaintiff, Wage Statement Settlement Class Members, Nurse Practitioner Subclass Members, and Class Counsel will telease claims against all Released Parties as follows: 6.1 Plaintiff's Release. As a condition of receiving any portion of the Class Representative Service Payment, Plaintiff and each of her respective former and present spouses, representatives, agents, attorneys, heirs, administrators, successors, and assigns -10- DocuSign Envelope ID: F1CBB64C-75AF-4675-8F56-AB79BFAFA3BB generally, release and discharge Released Parties, and each and all of them, from any and all claims, liabilities, causes of actions, charges, complaints, obligations, costs, losses, damages, injuries, attorneys’ fees, and other legal responsibilities, of any form whatsoever, whether known or unknown, unforeseen, unanticipated, unsuspected, or latent, which Plaintiffor her heirs, administrators, executors, successors in interest, and/or assigns have incurred or expect to incur, or now own or hold, or have at any time heretofore owned or held, or may at any time own, hold, or claim to hold by reason of any matter or thing arising from conduct at CareNow Urgent Care clinics prior to Plaintiff's execution of this Agreement. Plaintiff's released claims include, but are not limited to, claims she has or suspects she has, and include failure to pay minimum wages, straight time compensation, overtime compensation, double-time compensation, bonuses, tips or commissions, payment for all hours worked, payment for off-the-clock work, payment for donning and doffing time, on call pay, time rounding claims, allowances, failure to timely pay wages, missed/short/late/interrupted meal period, rest period, and/or recovery period wages/premiums, failure to provide meal periods, failure to authorize and permit rest periods and/or recovery periods, the calculation of meal period, rest period, and/or recovery period premiums, reporting time pay, sick pay, severance pay, final pay, paid leave benefits, vacation, holiday or paid time off, unauthorized deductions or garnishments, reimbursement of business expenses, regular rate claims, failure to provide accurate itemized wage statements, failure to maintain records, failure to provide suitable seating, failure to maintain temperature providing reasonable comfort, and interest, damages, and promises on any and all of the above. The Released Parties dispute such claims and have a good faith basis for believing those claims are invalid (a bona fide dispute exists), and as detailed in this Agreement, Plaintiff accepts the Service Payment, and any consideration she is entitled to as a Class Member via this Agreement, as consideration for the release of any and all undisputed claims and as a compromise and release for any and all disputed claims. Plaintiff acknowledges the payment of this compensation constitutes ample consideration, the sufficiency of which is hereby acknowledged, for Plaintiff's promises in this Agreement. Without limiting the generality of the foregoing, and by way of example only, Plaintiff fully releases and discharges each and all of the Released Parties from any and all claims, disputes, rights, and causes of action that have been or could have been alleged against any of said Released Parties (a) in connection with Plaintiff's employment with Defendants; and (b) in connection with any and all matters pertaining to Plaintiff's alleged employment by any of the Released Parties arising from conduct at CareNow Urgent Care clinics including, but not limited to, any and all compensation, salaries, wages, meal and rest period premiums, bonuses, commissions, overtime, monies, pay, allowances, expenses, benefits, sick pay, severance pay, retention pay, or benefits, paid leave benefits, vacation, penalties, interest, damages, and promises on any and all of the above. This Release extends to any and all claims including, but not limited to, any alleged (a) violation of the National Labor Relations Act, Title VII of the Civil Rights Act, the California Fair Employment and Housing Act, the Americans With Disabilities Act of -ll- DocuSign Envelope ID: F1CBB64C-75AF-4675-8F56-AB79BFAFA3BB 1990, the Federal Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act of 1990, the Fair Labor Standards Act, the California Labor Code, any applicable California Wage Order, the California Private Attorneys General Act (“PAGA”) (to include, but not limited to, acting as a PAGA representative), the California Equal Pay Act, the California Fair Pay Act, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the California Family Rights Act, the Employee Retirement Income Security Act (excluding vested benefits), the California Unfair Business Practices Act/Unfair Competition Law, the Family and Medical Leave Act,