EXHIBIT A

Case 2:16-cv-00299-DGC Document 18-1 Filed 06/13/16 Page 1 of 7
SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS

This Settlement Agreement and Release of All Claims (hereinafter “Agreement”) is made 

in the state of Arizona by and between Jeff Chandler (hereinafter “Plaintiff”) and Pro-Tech 

Transmissions, LLC, an Arizona limited liability corporation, Ray Razack and Bibi Razack, 

husband and wife; (hereinafter “Defendants”) (Plaintiff and Defendants hereinafter collectively 

referred to as “the Parties”).

RECITALS

WHEREAS, Plaintiff filed a lawsuit against Defendants in the United States District 

Court for the District of Arizona, Case No. 2:16-cv-00299-DGC, seeking to recover unpaid 

overtime, including interest thereon, statutory penalties, attorneys’ fees and costs pursuant to the 

Fair Labor Standards Act (“FLSA”), 29 U.S.C. § 201 et seq. (the “Litigation”); 

WHEREAS, Defendants denied liability, specifically claiming that Plaintiff’s FLSA 

claims were barred by the applicable statute of limitations, that Plaintiff was properly classified 

as exempt from overtime pay requirements, to the extent Plaintiff performed overtime work, if 

any, and further denied that they had engaged in any failure to pay Plaintiff in derogation of their 

obligation under the Act or any related laws, whether knowingly or unknowingly, or had 

engaged in any improper or unlawful conduct;

WHEREAS, the Parties also dispute the amount of back wages, if any, Plaintiff would be 

entitled to recover had his claim of violation of the FLSA withstood judicial review;

WHEREAS, the Parties desire to resolve the claims rather than engage in protracted and 

expensive litigation; and

WHEREAS, the Parties have agreed to a full settlement of all claims;

NOW THEREFORE, in exchange for and in consideration of the acts, promises, and 

mutual agreements, covenants and provisions contained in this Agreement, the Parties declare 

and agree as follows:

1. Settlement Amount.

(a) Within seven (7) days of execution of this Agreement (after approval therefor has 

been received by the Court overseeing the Litigation), Defendants agree to pay 

Plaintiff five hundred dollars ($500.00). The checks shall be made payable as 

follows: To the order of Jeff Chandler, care of “Phillips Dayes National Employment 

Law Firm PC”, in the amount of $500, designated as payment for alleged wagerelated damages, minus normal payroll taxes and other withholdings as required by 

law. 

(b) The payments described above shall constitute the totality of consideration paid by 

Defendants, their affiliated companies, divisions, directors, officers, shareholders, 

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members, employees, insurers, agents, predecessors, successors and assigns, 

inclusive of any fees, costs, interest, liquidated damages or other form of damages, 

claimed or unclaimed, and Defendants, their affiliated companies, divisions, 

directors, officers, shareholders, members, employees, insurers, agents, predecessors, 

successors and assigns shall make no other payment or transfer to Plaintiff or on their 

behalf for any of the claims released in this Agreement. Further, Defendants, their 

affiliated companies, divisions, directors, officers, shareholders, members, 

employees, insurers, agents, predecessors, successors and assigns will not be 

responsible for making any deductions, withholdings or additional payments (other 

than employer payroll tax), including without limitation, medical or other insurance 

payments or premiums, employee 401(k) contributions or matching employer 

contributions, wage garnishments, or charity withholdings, from the Settlement 

Amount. Any amount paid to Plaintiff shall not create any credit or otherwise affect 

the calculation of any deferred compensation, benefit, pension or other compensation 

or benefit plan provided by Defendants.

(c) In the event Plaintiff is currently a debtor within the jurisdiction of the United States 

Bankruptcy Court or in any other insolvency proceeding, Plaintiff agrees to obtain 

the approval and signature of the Bankruptcy Trustee for the purpose of ratifying this 

Agreement in his official capacity.

(d) Plaintiff represents and warrants that no other person or entity has or has had any lien 

or interest in the claims, demands, obligations or causes of action referred to in this 

Agreement and that he has the sole right and exclusive authority to execute this 

Agreement.

2. Dismissal of Litigation. Upon execution of this Agreement, the Parties will execute a 

stipulation for dismissal with prejudice of the Litigation and deliver their respective signatures to 

Defendants. Within ten (10) business days after Defendants’ timely receipt of the executed 

Stipulation for Dismissal, Defendants, by and through their attorneys, will (i) cause the 

Stipulation for Dismissal to be filed with the Court and (ii) file with the Court an order of 

dismissal with prejudice. 

3. Release by Plaintiff of All Claims Against Defendants and Acknowledgements.

(a) Plaintiff hereby waives, releases, discharges, gives up and settles all claims, rights 

and actions, of whatever nature and kind, known and unknown, which he has or may 

have against Defendants. 

(b) Plaintiff acknowledges that, beyond the above-described Settlement Amount, he has 

received all reimbursements, compensation and emoluments of any kind to which he 

was entitled during the course and as a result of his employment with Defendants, 

has no claim, request or entitlement of any kind to any unpaid time off, and has 

sustained no workplace injury, reported or unreported, during the course of said 

employment.

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(c) As a further and necessary condition to the Parties’ agreements, Plaintiff represents 

and warrants that he has not initiated nor has pending any legal or other proceedings 

of any kind, including, by way of example only, bankruptcy proceedings, affecting 

Plaintiff’s ability to enter into this Agreement with or against Defendants in any 

federal, state, local or other forum, other than in Case No. 2:16-cv-00299-DGC, 

which they hereby agree to release, withdraw and dismiss. Plaintiff hereby covenants 

on behalf of himself, his heirs, executors, personal representatives, trustees, 

administrators and assigns not to sue Defendants as to any allegation or claim 

released in this Agreement. Plaintiff agrees that this Agreement may be pled as a 

complete bar to any action or suit before any court asserting any allegation or claim 

released or withdrawn in this Agreement.

4. Reliance. Plaintiff agrees, acknowledges, warrants and represents that in deciding to 

sign this Agreement (i) he has relied upon his own judgment and that of any persons of his own 

choosing who has provided advice or counsel to him regarding this Agreement; (ii) he has had a 

sufficient period of time to consider whether to enter into this Agreement and to consider the 

terms and provisions of this Agreement; (iii) no statement, communication or other 

representation made by Defendants or their agents has in any way unduly influenced or coerced 

them to sign this Agreement; (iv) this Agreement is written in a manner that is understandable to 

them; and (v) that he has read and understood all of the terms and conditions of this Agreement.

5. Full Authority. The Parties represent and warrant to each other that they have full 

power, authority, and legal right to execute this Agreement, on their own behalf as well as on 

behalf of the corporate or other entities, estates, and individuals referred to herein. Moreover, 

each Party represents to each other Party that it has not executed this Agreement, nor any 

document required to be executed pursuant to this Agreement, under any duress, under pressure, 

or fraud and that each Party is legally and equitably bound by the express terms, or 

representations, warranties, covenants, and conditions contained herein.

6. Payment of Taxes. The payment made under this Agreement is in recognition of the 

settlement of the claims, and not as salary continuation, severance pay, vacation pay, or any 

other form of wages. Defendants do not make any representation or warranty to Plaintiff 

regarding the tax treatment or consequences of any payment under this Agreement. Plaintiff will 

be solely responsible for the payment of all taxes of whatever kind that may be or become due or 

payable in connection with such payment, and will indemnify and hold Defendants harmless 

from all liens, actions or claims on the part of the Internal Revenue Service or any other tax 

authority in connection with such payment. This indemnity and hold harmless agreement will 

apply as to the full amount of all such liens, actions or claims, and all expenses incurred 

therewith.

7. No Admission of Liability. This Agreement constitutes the settlement and compromise 

of a disputed claim. Nothing contained in this Agreement shall be construed as an admission by 

any party that it has violated any statute, law or regulation, breached any contract or agreement, 

or that it has engaged in any of the conduct or practices alleged by either party. All parties 

expressly deny that they have engaged in any of unlawful practice.

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8. Attorney Fees. In the event that any lawsuit or other action is brought by either party to 

this Agreement to enforce or interpret its terms, the prevailing party in such lawsuit or action 

shall be entitled to recover from the other all costs incurred therein, including any reasonable 

attorneys’ fees.

9. Modifications. This Agreement may not be amended, canceled, revoked, or otherwise 

modified except by written agreement subscribed by all of the Parties to be charged with such 

modification.

10. Severability. In the event any provision of this Agreement is held to be void, voidable, 

or unenforceable, the remaining provisions remain in full force and effect.

11. Governing Law. This Agreement is construed in accordance with and is governed by 

the laws of the State of Arizona.

12. Entire Agreement. This Agreement contains the entire agreement and understanding 

between the Parties and supersedes all prior negotiations, agreements and understandings, oral or 

written, concerning the matters covered by this Agreement.

13. Counterparts. This Agreement may be executed in one or more counterparts, each of 

which when executed and delivered is an original, and all of which when executed constitute one 

and the same instrument and can be executed using electronic means. Any Party may deliver its 

signed counterpart of this Agreement to the other Party by facsimile or e-mail transmission and 

such delivery is deemed made upon receipt of such transmission by the other Party (with proof of 

facsimile or e-mail transmission).

14. Neutral Job Reference. Defendants will provide any future prospective employer of 

Plaintiff with a neutral job reference which simply confirms the dates in which Plaintiff was in 

Defendants’ employ. No information regarding the nature in which the employment relationship 

ended can be disclosed by Defendants. 

15. Notice. In the event any notice is required to be provided pursuant to the terms of this 

Agreement, and unless otherwise specified herein, such notice must be delivered by U.S. Mail, 

facsimile and e-mail (with proof of facsimile and e-mail transmission). The notice will be 

deemed delivered as of the date the notice is sent by the Party delivering the notice. The Parties 

will advise each other in writing of any modification to the place designated by this section for 

notice. Unless modified as provided under this Section, all notices must be sent to the following 

addresses:

(a) If to Defendants, then to:

Laurent R.G. Badoux

GREENBERG TRAURIG, LLP

2375 E. Camelback Road, Suite 700

Phoenix, Arizona 85016

F: (602) 445-8000

badouxl@gtlaw.com

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(b) If to Plaintiff, then to:

Sean Davis, Esq.

Phillips Dayes National Employment Law Firm PC

3101 North Central Avenue, Suite 1500

Phoenix, Arizona 85012

F: (602) 258-8900

treyd@phillipslaw.com

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THE PARTIES UNDERSTAND THAT UPON SIGNING BELOW, THIS 

DOCUMENT WILL BECOME A LEGALLY ENFORCEABLE AGREEMENT 

UNDER WHICH THEY WILL BE GIVING UP RIGHTS AND CLAIMS THEY

MAY HAVE ON THE TERMS STATED IN THIS AGREEMENT.

DATE: ___________________________ ____________________________________

Jeff Chandler, an individual

DATE: ____________________________ ____________________________________

Pro-Tech Transmissions, LLC, an Arizona 

limited liability corporation

DATE: ____________________________ ____________________________________

Ray Razack

DATE: ____________________________ ____________________________________

Bibi Razack

PHX 331720274v3

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