THE BENDAU LAW FIRM, PLLC

Exhibit A

Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 1 of 17
uocuDtgn Envelope tu: rc4urvru-cuutt-4zJr-o4zt -oFooA6 tJrucv

AGREEMENT AND GENERAL RELEASE

This Agreement and General Release ("Agreement") is made by, betweer!

and among Edmond Olloni, Fitor Rizvanolli, Bradley Voris, Terence Nowak,

William Lyne, and David Zaknoun (collectively, the "Plaintiffs") and Sydney

Rose, Inc., Maureen Brown, and Garry Horowitz (collectively, the "Defendants").

The Plaintiffs and Defendants are referred to here collectively as the "Parties" to

this Agreement.

RECITALS

WHEREA$ Plaintiffs filed a lawsuit against the Defendants captioned

Voris et aL a. Sydney Rose,lnc., et aI., in the United States District Court in and for

the District of Arizona bearing the Case Number CV-15-02054-PHX-SMM, and

the Court later determined that all Plaintiffs were misjoined and Plaintiffs Olloni

and Rizvanolli filed a lawsuit against Defendants captioned Olloni et aL a. Sydney

Rose, lnc., et aI,. in the United States District Court in and for the District of

Arizona bearing the Case Number CV-L6-02654-PHX-SMM (collectively, the

"Action") alleging that the Defendants are liable for, among other things, unpaid

minimum wage, overtime premium pay, liquidated damages, penalties,

attorneys' fees andlor interest under the Fair Labor Standards Act ("FLSA"), 29

U.S.C. S 201 et seq., and Arizona law and its implementing regulations, all of

which Defendants have from the outset denied and continue to deny; and

WHEREAS, the Parties have considered that the interests of all concerned

are best served by compromise, settlement, and the dismissal of the Action with

prejudice, and have concluded that the terms of this Agreement are fafu,

reasonable, adequate, and in their mutual best interes| and

WHEREAS, to the extent there may be monies owed to Plaintiffs under the

FLSA and/or Arizona law, the Parties acknowledge there is a genuine good faith

dispute over, among other things, the number of hours worked by the Plaintiffs;

and

Page 1 of 10

9l 5088. l

Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 2 of 17
uocuDrgn trnverope ru: lc4urvFU-cuutt-z+zJr-o4zu-oFodAo lJFUcv

WHEREAS, the Parties have engaged in settlement negotiations and as a

result have agreed to settle the issues, matters, and things in dispute among them

in the Action pursuant to the terms of this Agreemenf and

NOW, THEREFORE, in consideration of the mutual terms, conditions, and

covenants set forth, the Parties hereto agree as follows:

1. Settlement: The Parties acknowledge and agree that this Agreement

and the consideration provided have been and are made and received solely on

the basis of a compromise of disputed claims, and that this Agreement is not, and

should not be construed as,, an admission by the Defendants of any liability or

wrongdoing whatsoever, nor is it, nor shall it be construed as, an admission of

any act or fact whatsoever, including but not limited to any violation of federal,

state, local or common law, stafute, ordinance, directive, regulation or other

(including executive orders).

2. Payment to the Plaintiffs: In return for the good and sufficient

consideration set forth hereiry the Parties agree to the following:

A. The Defendants, through Sydney Rose, Inc., shall puy the Plaintiffs

and their counsel a total gross sum of fifty-four thousand dollars ($54,000.00) in

the manner set forth below:

B. Each individual Plaintiff will be issued two checks by the Defendant

Sydney Rose, Inc. in the amounts itemized in Paragraphs B(t) (6) and

Defendant Sydney Rose, Inc. will issue Internal Revenue Service forms W-2 and

L099 to each Plaintiff for the payments issued to him as follows:

1,. Two checks shall be made payable to Edmond Olloni. The

first check shall be made payable to Edmond Olloni for payment of unpaid

wages owed to him, shall be in the amount of $3,000.00 less applicable

withholdings and taxes, and that payment shall be reflected on aW-2IRS form

provided to Edmond Olloni by Defendant Sydney Rose, Inc. The second check

shall be made payable to Edmond Olloni for liquidated damages owed to him,

shall be in the amount of $3,000.00, and shall be reflected on a 1099 IRS form

Page 2 of 10

9 I 5088.1

Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 3 of 17
uocu Jrgn trnverope r u: r c.+UFYF u-cvv6-4 zJr -o4 zu-oFoo/\o I JFtrcv

"other income [box 3]" provided to Edmond Olloni by Defendant Sydney Rose,

Inc.

2. Two checks shall be made payable to Fitor Rizvanolli. The

first check shall be made payable to Fitor Rizvanolli for payment of unpaid

wages owed to him, shall be in the amount of $3,000.00 less applicable

withholdings and taxes, and that payment shall be reflected on aW-2IRS form

provided to Fitor Rizvanolli by Defendant Sydney Rose, Inc. The second check

shall be made payable to Fitor Rizvanolli for liquidated damages owed to him,

shall be in the amount of $3,000.00, and shall be reflected on a'1.099 IRS form

"other income [box 3]" provided to Fitor Rizvanolli by Defendant Sydney Rose,

Inc.

3. Two checks shall be made payable to Bradley Voris. The first

check shall be made payable to Bradley Voris for payment of unpaid wages

owed to him, shall be in the amount of $3,000.00 less applicable withholdings

and taxes, and that payment shall be reflected on a W-2IRS form provided to

Bradley Voris by Defendant Sydney Rose, Inc. The second check shall be made

payable to Bradley Voris for liquidated damages owed to him, shall be in the

amount of $3,000.00, and shall be reflected on a L099 IRS form "other income

[box 3]" provided to Bradley Voris by Defendant Sydney Rose, Inc.

4. Two checks shall be made payable to Terence Nowak. The

first check shall be made payable to Terence Nowak for payment of unpaid

wages owed to him, shall be in the amount of $3,000.00 less applicable

withholdings and taxes, and that payment shall be reflected on aW-2IRS form

provided to Terence Nowak by Defendant Sydney Rose, Inc. The second check

shall be made payable to Terence Nowak for liquidated damages owed to him,

shall be in the amount of $3,000.00, and shall be reflected on a 1,099 IRS form

"other income [box 3]" provided to Terence Nowak by Defendant Sydney Rose,

Inc.

Page 3 of 10

9 l 5088. I

Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 4 of 17
uocuDtgn trnvetope I u: I c4uFvFu-cwt5-1 zJr -64 ztr-oFooAd I JF UCV

5. Two checks shall be made payable to William Lyne. The first

check shall be made payable to William Lyne for payment of unpaid wages

owed to him, shall be in the amount of $3,000.00 less applicable withholdings

and taxes, and that payment shall be reflected on a W-2IRS form provided to

William Lyne by Defendant Sydney Rose, Inc. The second check shall be made

payable to William Lyne for liquidated damages owed to him, shall be in the

amount of $3,000.00, and shall be reflected on a 1.099 IRS form "other income

[box 3]" provided to William Lyne by Defendant Sydney Rose, Inc.

6. Two checks shall be made payable to David Zaknoun. The

first check shall be made payable to David Zaknoun for payment of unpaid

wages owed to him, shall be in the amount of $3,000.00 less applicable

withholdings and taxes, and that payment shall be reflected on aW-2IRS form

provided to David Zaknoun by Defendant Sydney Rose, Inc. The second check

shall be made payable to David Zaknoun for liquidated damages owed to him,

shall be in the amount of $3,000.00, and shall be reflected on a 1099 IRS form

"other income [box 3]" provided to David Zaknoun by Defendant Sydney Rose,

Inc.

C. The thirteenth check shall be made payable to "Bendau & Bendau

PLLC," Plaintiffs' counsel, as and for attorneys' fees and costs and shall be in the

amount of $18,000.00. Defendant Sydney Rose, Inc. shall issue to Plaintiffs'

counsel an appropriate IRS form 1,099 in relation to this payment "gross

proceeds paid to attorney lbox 14f." Plaintiffs' counsel agrees to provide a fully

executed IRS form W-9 prior to and in relation to this payment. Plaintiffs

acknowledge that they have expressly authorized and directed Defendants to

make this payment as described to Bendau & Bendau PLLC. No monies shall be

withheld from this payment to Bendau & Bendau PLLC.

D. The Parties agreement that the thirteen checks identified in

Paragraph 2(A)-(C) will be sent by mail to Bendau & Bendau PLLC, P.O. Box

97066, Phoenix, AZ 85060 within fourteen (14) days of the execution of this

Page 4 of 10

9 r 5088. I

Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 5 of 17
uocuDlgn Envetope r u; r c/+uFvr u-Jvu6-+ zJr -tJ4 z\,-oFooAo I JruSv

Agreement. Plaintiffs' counsel will not distribute any of the thirteen checks

identified in 2(A)-(C) until the Court's approval of this Agreement.

E. Plaintiffs and Plaintiffs' counsel are solely responsible for complying

with any and all taxing obligations arising from receipt of their respective

portions of the Settlement Amount. Plaintiffs hereby indemnify Defendants

from any and all obligations with respect to taxes that may be due on the

liquidated damages and attorneys' fees and costs portion of the Settlement

Amounts.

3. General Release and Waiver of Rights and Claims by the Plaintiffs:

In return for the consideration described above, Plaintiffs unconditionally release

and forever discharge Defendants, their agents, employees, successors, and

assigns, and all affiliated business entities, both individually and in their official

capacities, from any and all claims, causes of action, suits, back-wages, benefits,

attorneys' fees, pain and suffering, debts, dues, sums of monep accounts,

reckonings, bonds, bills, specialties, covenants, contracts, controversies,

agreements, promises, variances, trespasses, damages, judgments, extents,

executions, claims, charges, complaints and demands whatsoever, in law, or

equity, of any and every kind, nature and character, known or unknown, which

against Defendants, their heirs, executors, administrators, agents, successors, and

assigns, ever had, frdy now have or hereafter can, shall or may have, arising

under any federal, state or local, wage-hour, or labor laws and/or regulations, or

contract from the beginning of time to the date this Agreement is executed by the

Parties, including, but not limited to:

A. all claims under The Fair Labor Standards Act, 29 U.S.C. $ 201, et

seq.; the Equal Pay Act, 29 U.S.C. $ 206; the Employee Retirement Income

Security Act of 1974, as amended, 29 U.S.C. S 1001 et seq.; Arizona Law; any

amendments to the stafutes referred to herein; sales commissions earned or

accrued, whether as an employee or independent contractory any costs, damages,

interesf liquidated damages or attorneys' fees relating to any such alleged

violation; alleged unpaid wages, salary, or overtime compensation; employee

Page 5 of 10

9l 5088.1

Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 6 of 17
uocuDrgn Envetope I u: r cr+uF vFu-cwr5-1 zJt -d'4 zu-or ooAo I Jrucv

classification; exempt classification; "at-will" classification; and any claims

relating to procurement of customers, sub-agents, business, finder's fees, or any

other asserted basis for additional remuneration or other rewards; and any other

federal, state or local law relating to employee wages and hours;

B. all claims alleging breach of promise, breach of contract or implied

contract; fraud; misrepresentation; fraudulent inducemenf promissory estoppel;

unjust enrichmenf quantum meruif conversion; defamation; or otherwise

arising under any common law theory or in tort, contract, or quasi-contract,

whether in law or equity;

C. all claims for fringe benefits; employee benefits; employee

contributions; supplemental benefits; allowances; reimbursemen! participation

in any benefit plan; administration or application of any benefit plan; and any

claims for non-vested benefits arising under ERISA;

D. all claims for payment of income and employment taxes.

4 Except as specifically provided in this

AgreemenU Plaintiffs agree that they are not entitled to any other payments for

salary, benefits, wages, bonuses, allowances, compensatory time, severance pay,

notice pay, vacation or holidays, accrued leave, paid leave, or any other form or

kind of payment or compensation from the Defendants for any work they

performed for Defendants during the relevant period as defined in the Action to

the date the Parties execute this Agreement.

5. Accord and Satisfaction: Should any proceeding be instituted by

Plaintiffs with respect to matters here settled, released or waived pursuant to the

Agreement, other than an action or proceeding to enforce the terms of the

Agreement, this Agreement shall be deemed full accord, satisfaction and

settlement of any such claim(s) and sufficient basis for immediate dismissal.

Page 5 of 10

9l 5088. I

Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 7 of 17
uocuotgn trnvetope ru: tc4urvru-cvv6-4zJr-olzu-oFooAo r JFUcv

6. Dismissal of The Action:

A. Plaintiffs promise and represent that they will withdraw, with

prejudice, df,y and all outstanding administrative complaints or charges alleging

improper payment of wages, filed with federal, state and local agencies/

administrative bodies and will also withdraw or discontinue with prejudice all

judicial actions concerning improper payment of wages, including without

limitatiorU the Actiory as well as any and all other lawsuits, claims,

counterclaims, demands, appeals or actions concerning improper payment of

wages pending against the parties they have released herein; and will not accept

any money from or file any other currently existing internal or external

administrative or judicial complaints, charges, lawsuits, claims, demands,

appeals or actions of any kind based on Defendants' alleged improper payment

of wages to the Plaintiffs during their employment by the Defendants through

the date this Agreement and General Release is executed by the Parties.

B. Payment of the Settlement Amount due under this Agreement is

contingent upon the Court in the Action approving this Agreement.

C. After payment pursuant to this Agreement is received by Plaintiffs'

counsel, Plaintiffs, through counsel, shall execute a Stipulation of Dismissal with

Prejudice and provide a signed copy of such to Michelle Swann, counsel for the

Defendants.

D. Bendau & Bendau PLLC, as counsel for the plaintiffs, shall file a

fully-executed copy of the Stipulation of Dismissal with the Court.

E. The Parties agree to use their best efforts to obtain the Court's

approval of this Agreement and endorsement of the Stipulation of Dismissal.

7. Entire Agreement: The Parties represent and acknowledge that they

have carefully reviewed each and every word of this Agreement to ensure

complete understanding of the Agreement's full effect and that it contains the

entire understanding between them and that they are not relying upon any

Page 7 of 10

9l s088. I

Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 8 of 17
uocuDrgn trnverope lu: 13.+urYru-cuutt-.+zJr-oz+zu-orooAo r JFUcv

representations or statements, written or oral, made by or on behalf of any Party

not set forth herein.

8. Plaintiffs' Consultation with Legal Counsel: Plaintiffs represent that

they have been advised to consult legal counsel regarding this Agreement and

General Release and have done so.

9. Waiver and Modification: This Agreement and General Release may

not be modified, altered or changed except upon express written consent of the

Parties.

10. Counterparts: This Agreement and General Release may be executed

in counterparts, and by writter! electronic, or facsimile signature.

1.1.. Use of the Singular: Whenever used in this Agreement and General

Release, the singular word shall include the plural, the plural the singular; and

the use of any gender shall be applicable to all genders. This General Release

shall not be interpreted in favor of, or against, either party because of such party

having drafted this General Release.

12. Governing Law: This Agreement and General Release shall be

subject to and governed by the laws of the State of Arizona.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

Page 8 of 10

9l 5088. I

Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 9 of 17
uocuDtgn trnverope tu: rc.+r.JFvFu-cuuu-4zJF-o4zu-oro6Ao I JFt cv

13. Severability Clause: If any term or provision of this Agreement and

General Release, or the application thereof to any person or circumstance, shall

to any extent be found invalid or unenforceable, the remainder of the Agreement

and General Release, or the applications of such term or provisions to persons or

circumstances other than to those as to which it is invalid or unenforceable, shall

not be affected thereby, and each term and provision of this Agreement and

General Release shall be valid and be enforced to the fullest extent permitted by

law; provided, however, that upon finding by a court of competent jurisdiction

or governmental agency that any of the releases provided for in Paragraph 3

herein are illegal, void, or unenforceable, or not entered into knowingly and

voluntarily or otherwise ineffective, Plaintiffs agree to promptly execute a

release, waiver and/or covenant that is legal and enforceable to the Defendants.

IN WITNESS WHEREOF, Plaintiffs and Defendants hereunto set their

hands this the _day of October,2018.

SYDNEY ROSE, INC.

By: Garry Horowitz

Its: Owner

Maureen Brown Garry Horowitz

Page 9 of 10

91 5088. I

Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 10 of 17
3cls,ttlon of &ir Apeernut md

feram or cirrunstsne, shall to

c{the Agnernentaad

d adl fts or pnrviriom to prrson$ or

bufd&* ir brrralid rr unenforwabic. rhall

rnd prarisim d this Agreeruent and

to &e fidlet €xlurt psrmitk'd by

a ffutt €{cot}}prllrsrl juri*dic{itur ur

prolttdcd for in P*ragrapft 3 hrwin

anlrnd intu knowinsly end valuntaritrr

b pry{y sncule l rEleore" rvalvec

b*nDr'kndn*E.

*tt Dohndmr hG$nlo rtr rhc&

.1

.1

Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 11 of 17
Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 12 of 17
Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 13 of 17
Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 14 of 17
Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 15 of 17
Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 16 of 17
Case 2:15-cv-02054-SMM Document 161-1 Filed 11/02/18 Page 17 of 17