Koon et al v. OneAZ Credit Union
Court Docket Sheet

District of Arizona

2:2016-cv-03939 (azd)

COMPLAINT. Filing fee received: $ 400.00, receipt number 0970-13604949 filed by Steven J Ross and Thomas H Koon. (submitted by Jeffrey Finley)

Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 1 of 19 1 Jeffrey R. Finley, AZ Bar No. 009683 Patrick J. Van Zanen, AZ Bar No. 021371 2 SCHNEIDER WALLACE COTTRELL 3 KONECKY WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 4 Scottsdale, Arizona 85253 Telephone: (480) 428-0143 5 Facsimile: (866) 505-8036 6 jfinley@schneiderwallace.com pvanzanen@schneiderwallace.com 7 Carolyn H. Cottrell (Pro Hac Vice to be filed) 8 Nicole N. Coon (Pro Hac Vice to be filed) 9 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 10 2000 Powell Street, Suite 1400 San Francisco, California 94608 11 Telephone: (415) 421-7100 12 Facsimile: (415) 421-7105 ccottrell@schneiderwallace.com 13 ncoon@schneiderwallace.com 14 Attorneys for Plaintiffs, the FLSA Class and Putative Class 15 Additional Counsel on Signature Page 16 17 IN THE UNITED STATES DISTRICT COURT 18 FOR THE DISTRICT OF ARIZONA 19 THOMAS H. KOON and STEVEN J. Case No. 20 ROSS, on behalf of themselves and all others similarly situated, CLASS AND COLLECTIVE 21 ACTION COMPLAINT Plaintiffs, 22 DEMAND FOR JURY TRIAL vs. 23 ONEAZ CREDIT UNION, F/K/A 24 ARIZONA STATE CREDIT UNION, a state-chartered credit union, 25 Defendants. 26 27 28 Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 2 of 19 1 CLASS ACTION AND COLLECTIVE ACTION COMPLAINT 2 Plaintiffs Thomas H. Koon and Steven J. Ross, by and through undersigned 3 counsel, on behalf of themselves and other similarly situated individuals ("Plaintiffs") 4 5 either currently or formerly employed in Arizona by Defendant OneAZ Credit Union, 6 f/k/a Arizona State Credit Union ("Defendant" or "OneAZ"), as mortgage loan officers, 7 for their Class and Collective Action Complaint against Defendant, allege upon 8 information and belief, except as to the allegations that pertain to named Plaintiffs and 9 10 their counsel, which are based upon personal knowledge, as follows: 11 INTRODUCTION 12 1. This is a class action brought pursuant to Federal Rule of Civil Procedure 23 13 by Plaintiffs on behalf of themselves and all other similarly situated current and former 14 15 mortgage loan officers employed by Defendant in Arizona for the purpose of obtaining 16 relief under Arizona wage laws for among other things, unpaid wages pursuant to Arizona 17 Revised Statutes ("A.R.S.") §§ 23-350, et seq. and unjust enrichment. 18 2. The named Plaintiffs also bring a collective action against Defendant under 19 20 federal law pursuant to the Fair Labor Standards Act ("FLSA"), 29 U.S.C. §§ 201, et seq., 21 on behalf of themselves and all other similarly situated current and former mortgage loan 22 officers employed by Defendant in Arizona for unpaid overtime wages, liquidated 23 damages, and attorneys’ fees and costs. 24 25 3. This is a collective and class action complaint against OneAZ to challenge 26 its policies and practices of failing to pay its mortgage loan officers at the proper overtime 27 rate for all overtime hours worked. During the class period in this case, Defendant failed 28-2-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 3 of 19 1 to pay all overtime wages owing to Plaintiffs and similarly situated employees, a failure 2 exacerbated by Defendant’s payment system of commissions because such commissions 3 are not included in the calculation of Plaintiffs and Class and Collective Members’ regular 4 5 rate and fail to account for overtime and premium pay owing to such employees as 6 required by federal and state law. 7 4. The unpaid overtime on commissions that Defendant OneAZ failed to pay 8 its loan officers over the period of time addressed by the Complaint is substantial. 9 10 5. As a result of these violations, Defendant is liable under the FLSA and 11 Arizona law. 12 6. Plaintiffs seek full compensation for all unpaid wages, including unpaid 13 overtime. Plaintiffs also seek declaratory and injunctive relief, including restitution. 14 15 Finally, Plaintiffs seek reasonable attorneys’ fees and costs. 16 JURISDICTION AND VENUE 17 7. This Court has original jurisdiction over Plaintiffs’ claims pursuant to 28 18 U.S.C. § 1331 as the claims present a federal question under the FLSA. 19 20 8. This Court has supplemental jurisdiction over Plaintiffs’ state law class 21 claims pursuant to 28 U.S.C. § 1367 because those claims derive from a common nucleus 22 of operative facts. 23 9. Venue is proper in this federal judicial district pursuant to 28 U.S.C. § 1391 24 25 (a) and (c), because a substantial part of the events giving rise to these claims occurred 26 within this judicial district, Defendant’s corporate headquarters are located within this 27 judicial district, and Defendant regularly conducts business within this judicial district. 28-3-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 4 of 19 1 PARTIES 2 10. Plaintiffs and Class Members in this action are current and former mortgage 3 loan officers employed by Defendant in Arizona. 4 5 11. Thomas H. Koon resides in Maricopa County, Arizona. Koon worked for 6 OneAZ as a mortgage loan officer from approximately March 21, 2012 until April 14, 7 2015. Pursuant to 29 U.S.C. § 216(b), he has consented in writing to being a Plaintiff in 8 this action. His FLSA Opt-in Consent Form is submitted herewith as Exhibit 1. 9 10 12. Steven J. Ross resides in Yavapai County, Arizona. Ross worked for OneAZ 11 as a mortgage loan officer from June 9, 2014 until January 26, 2016. Pursuant to 29 12 U.S.C. § 216(b), he has consented in writing to being a Plaintiff in this action. His FLSA 13 Opt-in Consent Form is submitted herewith as Exhibit 2. 14 15 13. Defendant OneAZ, established in 1972, is a state-chartered credit union 16 owned by its 138,000 members. It provides banking, loan and credit card services to its 17 members who enjoy more favorable interest rates and lower fees based upon Defendant’s 18 profitability. 19 20 14. On or about February 29, 2016, Defendant finalized its name change from 21 Arizona State Credit Union to OneAZ Credit Union. 22 15. Defendant operates twenty branch offices solely within Arizona, and 23 employs approximately 424 full-time employees and 46 part-time employees. 24 25 16. Defendant has assets of approximately $1.8 billion and liabilities of $164 26 million, and its annual gross business volume exceeds $500,000. 27 17. Furthermore, Defendant’s employees regularly engage in work that involves 28-4-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 5 of 19 1 them in interstate commerce. 2 18. Of the 424 full-time employees, approximately 25 to 30 are employed as 3 mortgage loan officers at any given time, none of whom have any duties related to the 4 5 internal management or general business operations of OneAZ. During the period of time 6 relevant to the Complaint, OneAZ employed in excess of forty mortgage loan officers. 7 19. At all relevant times, Defendant was Plaintiffs’ "employer" within the 8 meaning of the FLSA and Arizona law. 9 10 CLASS DEFINITIONS 11 20. Plaintiffs bring this lawsuit pursuant to 29 U.S.C. § 216(b) as an FLSA 12 collective action on behalf of the following class of potential opt-in litigants: all current 13 and former mortgage loan officer employees of OneAZ Credit Union who performed 14 15 work for Defendant in Arizona during the time period three years prior to the filing of the 16 complaint, November 9, 2013, to the present (the "FLSA Class"). 17 21. Plaintiffs bring this lawsuit for Counts II and III as a class action pursuant to 18 Federal Rule of Civil Procedure 23 on behalf of themselves and the following class: all 19 20 current and former mortgage loan officer employees of OneAZ Credit Union who 21 performed work for Defendant in Arizona during the time period three years prior to the 22 filing of the complaint, November 9, 2013, to the present (the "Arizona Class"). 23 22. The FLSA Class and the Arizona Class are together referred to as the 24 25 "Classes." 26 27 28-5-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 6 of 19 1 FACTUAL ALLEGATIONS 2 23. Plaintiffs and Class Members worked or work for Defendant as mortgage 3 loan officers, and all shared similar job titles, pay and incentive plans, job descriptions, 4 5 job duties and hours of work. Plaintiffs and Class members are full-time employees 6 worked or work forty hours per week, and their job duties included or include, but are not 7 limited to the following: originate loan applications; pull credit reports and determine 8 which loan programs applicants qualify for; assist with loan servicing questions; refer 9 10 business to appropriate business partners; marketing, and assist with loan closing and 11 closing on borrowers’ real property purchases and refinance loans. 12 24. Defendants classified Plaintiffs and Class Members as non-exempt under 13 the FLSA and Arizona state law, and paid Plaintiffs and Class Members at an hourly rate. 14 15 25. As mortgage loan officers, Plaintiffs and Class Members are assigned to a 16 specific branch office, while other loan officers "float" among multiple branches or are 17 assigned to service incoming phone calls from potential borrowers. 18 26. Defendant pays Plaintiffs and Class Members an hourly rate of 19 20 approximately $17.50 per hour, with no eligibility for annual merit increases. 21 27. In addition, Defendant pays Plaintiffs and Class Members commissions. The 22 details of Defendant’s commission payment structure is set forth in a written policy 23 entitled "Home Loan Originator Performance and Incentive Plan" ("PIP"). As set forth in 24 25 the PIP, commissions are calculated as basis points ("BPS") on the total amount of loan 26 volume closed by Plaintiffs and Class Members above a monthly base volume 27 requirement. The BPS used to calculate commissions are stepped-up at various increased 28-6-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 7 of 19 1 levels of monthly closed loan volume. Further, commissions are paid at higher rates for 2 new business originated by a loan officer ("Outside Volume") versus company-referred 3 business ("Closed Volume"). 4 5 28. Plaintiffs’ and Class Members’ commissions comprise a significant portion 6 of their total monthly earnings. Indeed, their monthly commissions often exceed their 7 total hourly income by multiples of two or three. 8 29. Further, as mortgage loan officers employed by Defendant, Plaintiffs and 9 10 Class Members routinely worked or work overtime. Plaintiffs and Class Members worked 11 or work upwards of forty hours of overtime per month. In that regard, Plaintiffs and Class 12 Members typically worked or work five to six days per week, and sometimes seven. 13 Plaintiffs and Class Members typically worked or work eight to eleven hours per day on 14 15 weekdays, but something less than that if working a weekend day. This equated or 16 equates to approximately, on average, one to ten hours of overtime per week. Plaintiffs’ 17 and Class Members’ job tasks during overtime hours worked are no different than their 18 job tasks while working straight time hours. 19 20 30. Specifically, Defendant suffered and permitted Plaintiffs and Class 21 Members to regularly work more than 40 hours per week without full overtime 22 compensation as required by law. 23 31. Although Defendant compensates Plaintiffs and Class Members for 24 25 overtime at a rate of one-and-a-half times their hourly rate, Defendant does not pay 26 Plaintiffs and Class Members an overtime rate calculated based on the commissions they 27 earn. 28-7-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 8 of 19 1 32. Defendant fails to properly pay overtime compensation calculated based on 2 the commissions earned by Plaintiffs and Class Members. 3 33. As a consequence of the compensation system established and maintained 4 5 by Defendant, Plaintiffs and the Classes are not fully and properly compensated for the 6 overtime they work. 7 34. Defendant’s practice and policy is accordingly in violation of the FLSA and 8 Arizona law. 9 10 35. Despite its knowledge that commission-based earnings must be included in 11 a mortgage loan officer’s overtime earnings calculation, Defendant has refused to fully 12 compensate its mortgage loan officers. 13 COLLECTIVE ACTION ALLEGATIONS 14 15 36. Plaintiffs bring the First Count (the FLSA claim) as an opt-in collective 16 action pursuant to Section 16(b) of the FLSA, 29 U.S.C. § 216(b) on behalf of the FLSA 17 Class, as defined above. 18 37. Plaintiffs, individually and on behalf of other similarly situated persons 19 20 defined above, seek relief on a collective basis challenging Defendant’s policies and 21 practices of failing to properly pay Plaintiffs and FLSA Class Members overtime 22 compensation. The number and identity of other similarly situated persons yet to opt-in 23 and consent to be party-plaintiffs may be determined from Defendant’s records, and 24 25 potential opt-ins may be easily and quickly notified of the pendency of this action. 26 38. Plaintiffs’ claims for violations of the FLSA may be brought and maintained 27 as an "opt-in" collective action pursuant to Section 16(b) of the FLSA, for all claims 28-8-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 9 of 19 1 asserted by Plaintiffs for the Classes, because Plaintiffs’ claims are similar to the claims of 2 Class Members. 3 39. Class Members are similarly situated, as they have substantially similar job 4 5 requirements and provisions and are subject to a common practice, policy or plan that 6 requires or permits them to perform work, in the form of spending time or conducting 7 activities for the benefit of Defendant, which is not fully compensated. In particular, the 8 FLSA Class Members are similarly situated in that they were paid commissions via the 9 10 same corporate system that failed to account for such commissions when calculating the 11 overtime rate owed to them. 12 40. Plaintiffs are representative of the FLSA Class Members and are acting on 13 behalf of their interests as well as Plaintiffs’ own interests in bringing this action. 14 15 41. Plaintiffs will fairly and adequately represent and protect the interests of the 16 FLSA Class Members. Plaintiffs have retained counsel competent and experienced in 17 employment and wage and hour class action and collective action litigation. 18 42. Defendant’s failure to pay Plaintiffs and Class Members their lawful wages 19 20 was and is willful. Defendant knew or should have known that its conduct was unlawful 21 and/or showed reckless disregard for the matter of whether its above-described conduct 22 was prohibited by law. Despite its knowledge that Plaintiffs’ and Class Members’ 23 overtime compensation must be calculated to include overtime on earned commissions, 24 25 Defendant has refused to fully compensate its mortgage loan officers in that regard. 26 Plaintiffs contemplate providing a notice or notices to all of the employees, as approved 27 by the Court, to be delivered through the United States mail. The notice or notices shall, 28-9-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 10 of 19 1 among other things, advise each of the FLSA employees that they shall be entitled to "opt 2 in" to the FLSA Action if they so request by the date specified within the notice, and that 3 any judgment on the FLSA Action, whether favorable or not, entered in this case will bind 4 5 all FLSA collective members who timely request inclusion in the class. 6 CLASS ACTION ALLEGATIONS 7 43. Plaintiffs bring the Second through Third Counts (the Arizona state law 8 claims) as an opt-out class action pursuant to Federal Rule of Civil Procedure 23on behalf 9 10 of themselves and the members of the Arizona Class, as defined above. 11 44. Numerosity. The members of the Arizona Class are so numerous that 12 joinder of all members is impracticable. Plaintiffs believe that the Class exceeds 40 Class 13 Members, both current and former mortgage loan officers. 14 15 45. Typicality. The claims of Plaintiffs Koon and Ross are typical of the claims 16 of the Arizona Class in the following ways: 1) Plaintiffs are members of the Class; 2) 17 Plaintiffs’ claims arise out of the same policies, practices and course of conduct that forms 18 the basis of the Class; 3) Plaintiffs’ claims are based upon the same legal and remedial 19 20 theories as those of the Class and involve similar factual circumstances; 4) there are no 21 conflicts between the interests of the named Plaintiffs and the putative Class Members; 5) 22 the injuries suffered by the named Plaintiffs are similar to the injuries suffered by the 23 putative Class Members. Plaintiffs’ claims are thereby representative of and co-extensive 24 25 with the claims of the Class. 26 46. Adequacy. The named Plaintiffs will adequately and fairly represent the 27 Class because there is no conflict between the claims of the Plaintiffs and those of the 28-10-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 11 of 19 1 Class, Plaintiffs’ claims are typical of the claims of the Class Members, and Plaintiffs 2 have retained counsel who are skilled and experienced in wage and hour cases and class 3 actions, and who will vigorously prosecute this litigation. 4 5 47. Existence and Predominance of Common Questions. Common questions 6 of law and fact exist as to Plaintiffs and the Class and predominate over any questions that 7 affect only individual class members. Defendant’s illegal conduct affected all current and 8 former class members. Common questions include the following without limitation: 9 10 a. Whether the work performed by Plaintiffs and the Class is included in the 11 type of work Defendant employed Plaintiffs and the Class to perform; 12 b. Whether Defendant maintains a common policy and practice of unlawfully 13 failing to pay Plaintiffs and the Class all overtime compensation owing to 14 15 them; 16 c. Whether Defendant has fully compensated Plaintiffs and the Class for all of 17 the overtime work they performed for the benefit of Defendant; 18 d. Whether Defendant has violated the Arizona Wage Act, A.R.S. §§ 23-350, 19 20 et seq., through its policy and practice of not paying employees overtime 21 calculated on earned commissions; 22 e. Whether Defendant has been unjustly enriched by its failure to pay Plaintiffs 23 and the Class for all hours worked; and 24 25 f. The proper formula for calculating restitution, damages, and penalties owed 26 to Plaintiffs and the Class Members as alleged herein. 27 48. Superiority. Class action treatment is superior to the alternatives for the fair 28-11-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 12 of 19 1 and efficient adjudication of the controversy alleged herein. Such treatment will permit a 2 large number of similarly situated persons to prosecute their common claims in a single 3 forum simultaneously, efficiently, and without the duplication of effort and expense that 4 5 numerous individual actions would entail. No difficulties are likely to be encountered in 6 the management of this class action that would preclude its maintenance as a class action, 7 and no superior alternative exists for the fair and efficient adjudication of this controversy. 8 The Class is readily identifiable from Defendant’s own employment records. Prosecution 9 10 of separate actions by individual members of the Class would create the risk of 11 inconsistent or varying adjudications with respect to individual members of the Class that 12 would establish incompatible standards of conduct for Defendant. 13 49. A class action is superior to other available methods for adjudication of this 14 15 controversy because joinder of all members is impractical. Furthermore, the amounts at 16 stake for many of the class members, while substantial, are not great enough to enable 17 them to maintain separate suits against Defendant. 18 50. Without a class action, Defendant will likely retain the benefit of its 19 20 wrongdoing and will continue an illegal course of action, which will result in further 21 damages to Plaintiffs and the Class. Plaintiffs envision no difficulty in the management of 22 this action as a class action. 23 51. Plaintiffs know of no difficulty that would be encountered in the 24 25 management of this litigation that would preclude its maintenance as a class action. 26 52. Plaintiffs intend to send notice to all Class Members to the extent required 27 under applicable class action procedures. Plaintiffs contemplate providing a notice or 28-12-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 13 of 19 1 notices to the Arizona Class, as approved by the Court, to be delivered through the United 2 State mail. The notice or notices shall, among other things, advise the Arizona Class that 3 they shall be entitled to "opt out" of the class certified for the Arizona Action if they so 4 5 request by a date specified within the notice, and that any judgment on the Arizona 6 Action, whether favorable or not, entered in this case will bind all Class Members except 7 those who affirmatively exclude themselves by timely opting out. 8 CAUSES OF ACTION 9 10 FIRST CAUSE OF ACTION 11 Violation of the Fair Labor Standards Act 29 U.S.C. §§ 201 et seq. 12 (By Plaintiffs and the FLSA Class) 13 53. Plaintiffs re-allege and incorporate the preceding paragraphs as if fully set 14 forth herein. 15 16 54. Pursuant to the Fair Labor Standards Act, 29 U.S.C. § 207, Defendant was 17 and is obligated to pay employees at a rate equal to one and one-half times their Regular 18 Rate of pay, which as a matter of law includes commission earnings, for all time spent 19 performing compensable work in excess of 40 hours per week. 20 21 55. At all times material herein, Plaintiffs and the FLSA Class Members are 22 covered employees entitled to the rights, protections, and benefits provided under the 23 FLSA. 24 56. Defendant is a covered employer required to comply with the FLSA’s 25 26 mandates. 27 57. Defendant has violated the FLSA by failing to pay employees the required 28-13-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 14 of 19 1 amount of overtime at the statutory rate. Defendant has also violated the FLSA by failing 2 to keep required, accurate records of all hours worked by Plaintiffs and the FLSA Class 3 Members. 29 U.S.C. § 211(c). 4 5 58. Plaintiffs and the FLSA Class Members are victims of a uniform and 6 company-wide compensation policy. This uniform policy, in violation of the FLSA, has 7 been applied to current and former non-exempt, hourly employees of Defendant, working 8 in as mortgage loan officers throughout Arizona. 9 10 59. Plaintiffs and the FLSA Class Members are entitled to damages equal to the 11 mandated pay, including overtime premium pay, within the three years preceding the 12 filing of the original complaint, plus periods of equitable tolling, because Defendant has 13 acted willfully and knew or showed reckless disregard for whether the alleged conduct 14 15 was prohibited by the FLSA. 16 60. Defendant has acted neither in good faith nor with reasonable grounds to 17 believe that its actions and omissions were not a violation of the FLSA, and as a result 18 thereof, Plaintiffs and the FLSA Class Members are entitled to recover an award of 19 20 liquidated damages in an amount equal to the amount of unpaid overtime pay and/or 21 prejudgment interest at the applicable rate. 29 U.S.C. § 216(b). 22 61. As a result of the aforesaid violations of the FLSA’s provisions, pay, 23 including overtime compensation, has been unlawfully withheld by Defendant from 24 25 Plaintiffs and the FLSA Class Members. Accordingly, Defendant is liable for unpaid 26 overtime wages, together with an amount equal as liquidated damages, attorneys’ fees, 27 and costs of this action. 28-14-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 15 of 19 1 SECOND CAUSE OF ACTION 2 Violation of the Arizona Wage Act A.R.S. §§ 23-350, et seq. 3 (By Plaintiffs and the Arizona Class) 4 62. Plaintiffs re-allege and incorporate the preceding paragraphs as if fully set 5 forth herein. 6 7 63. The foregoing conduct, as alleged, violated the Arizona Wage Act, A.R.S. § 8 23-350., et seq. 9 64. At all relevant times, Defendant has been, and continues to be, an 10 "employer" within the meaning of A.R.S. § 23-350(3). Plaintiffs and members of the 11 12 Class are "employees" within the meaning of A.R.S. § 23-350(2). 13 65. "Wages," as defined by A.R.S. § 23-350(6), means "nondiscretionary 14 compensation due an employee in return for labor or services rendered by an employee for 15 which the employee has a reasonable expectation to be paid whether determined by a 16 17 time, task, piece, commission or other method of calculation." 18 66. Section 23-351(A) of The Arizona Wage Act, A.R.S. § 23-351(A), 19 provides: 20 Each employer in this state shall designate two or more days in each 21 month, not more than sixteen days apart, as fixed paydays for payment of wages to the employees. 22 67. Section 23-351(C) of The Arizona Wage Act, A.R.S. § 23-351(C), provides, 23 24 in pertinent part: 25 Each employer shall, on each of the regular paydays, pay to the employees all wages due the employees up to such date, except… 26 [o]vertime or exception pay shall be paid no later than sixteen days after the end of the most recent pay period. 27 68. Section 23-352 of The Arizona Wage Act, A.R.S. § 23-352, prohibits 28-15-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 16 of 19 1 employers from "withhold[ing] or divert[ing] any portion of an employee’s wages," 2 unless certain circumstances apply. 3 69. Section 23-353(A) and (B) of The Arizona Wage Act, A.R.S. § 23-353(A) 4 5 and (B), provide, in pertinent part: 6 (A) When an employee is discharged from the service of an employer, 7 he shall be paid wages due him within seven working days or the end of the next regular pay period, whichever is sooner. 8 (B) When an employee quits the service of an employer he shall be 9 paid in the usual manner all wages due him no later than the regular payday for the pay period during which the termination 10 occurred. 11 70. As a result of Defendant’s policy and practice of unlawfully failing to 12 include commission earnings in the calculation of Plaintiffs’ and Class Members’ 13 overtime compensation, Defendant failed to timely pay all overtime wages owed to 14 15 Plaintiffs and the Class in violation of A.R.S. §§ 23-351(C) and 23-252. For this same 16 reason, Defendant failed to timely pay all overtime wages owed to Plaintiffs and members 17 of the Class who were discharged from or quit their employment with Defendant during 18 the statutory period in violation of A.R.S. § 23-353(A) and (B). 19 20 71. By intentionally failing to include commission earnings in the calculation of 21 Plaintiffs’ and Class Members’ overtime compensation, Defendant willfully failed and 22 refused to timely pay all overtime compensation due to Plaintiffs and the Classes in 23 violation of A.R.S. §§ 23-351-23-353. 24 25 72. As a result of Defendant’s unlawful acts, Plaintiffs and the Class are 26 entitled to the statutory remedies provided by A.R.S. § 23-355(A), including treble 27 damages. 28-16-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 17 of 19 1 THIRD CAUSE OF ACTION 2 Unjust Enrichment in Violation of Arizona State Law 3 (By Plaintiffs and the Arizona Class) 4 73. Plaintiff re-alleges and incorporates the above paragraphs as though fully set 5 forth herein. 6 74. The allegations of this Third Cause of Action are made to the extent and/or 7 8 in the event the Court finds that Plaintiffs have failed to otherwise state a valid claim for 9 relief. 10 75. Through their employment with Defendant, Plaintiffs and the Class 11 conferred upon Defendant the benefit of their services. 12 13 76. At all relevant times hereto, Defendant devised, implemented and 14 maintained a plan to increase their earnings and profits by fostering a scheme of securing 15 uncompensated work from Plaintiffs and Class Members. In particular, Defendant 16 intentionally failed to include commission earnings in the calculation of Plaintiffs’ and 17 18 Class Members’ overtime compensation, thereby willfully failing and refusing to pay to 19 Plaintiffs and Class Members the full value of those services. 20 77. By reason of having secured the work and efforts of Plaintiff and Class 21 Members without full compensation, Defendant realized reduced overhead and operation 22 23 costs, and therefore realized additional earnings and profits to its own benefit and to the 24 detriment of Plaintiffs and Class Members. 25 78. Defendant retained and continues to retain such benefits contrary to the 26 fundamental principles of justice, equity, and good conscience. 27 28-17-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 18 of 19 1 79. Therefore, Defendant’s acceptance of this benefit without paying Plaintiffs 2 and the Class for the full value of their services is inequitable under the circumstances 3 detailed herein. 4 5 80. Plaintiffs and the Class are entitled to recover the reasonable value of their 6 services, including all wages owed, and all other damages arising out Defendant’s failure 7 to pay Plaintiff and the Class for the full value of their services. 8 PRAYER FOR RELIEF 9 10 WHEREFORE, Plaintiffs request that this Court: 11 a. Enter a declaratory judgment that Defendant violated Plaintiffs’, the FLSA 12 Class’s and the Arizona Class’s rights under the FLSA and Arizona’s state wage laws; 13 b. Enjoin Defendant to comply with all applicable federal and state wage laws; 14 15 c. Award to Plaintiffs and Class Members their respective unpaid wages, 16 including overtime wages, plus liquidated damages or treble damages, in accordance with 17 the FLSA and Arizona state wage laws; 18 d. Award damages corresponding to the reasonable value of the services 19 20 rendered by Plaintiffs and Class Members to Defendant, whereby Defendant was unjustly 21 enriched; 22 e. Award to Plaintiffs their costs and attorneys’ fees incurred in this action, as 23 provided by 29 U.S.C. § 216(b) and state law; and 24 25 f. Grant such other and further relief as the Court may deem just and proper. 26//27//28-18-Case 2:16-cv-03939-JWS Document 1 Filed 11/14/16 Page 19 of 19 1 JURY DEMAND 2 Plaintiffs demand a trial by jury of all issues triable. 3 4 5 Date: November 14, 2016 Respectfully submitted, 6/s/Jeffrey R. Finley Patrick J. Van Zanen, AZ Bar No. 021371 7 Jeffrey R. Finley, AZ Bar No. 009683 8 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 9 8501 North Scottsdale Road, Suite 270 Scottsdale, Arizona 85253 10 Telephone: (480) 428-0143 11 Facsimile: (866) 505-8036 pvanzanen@schneiderwallace.com 12 jfinley@schneiderwallace.com 13 Carolyn H. Cottrell (Pro Hac Vice to be filed) 14 Nicole N. Coon (Pro Hac Vice to be filed) SCHNEIDER WALLACE COTTRELL 15 KONECKY WOTKYNS LLP 2000 Powell Street, Suite 1400 16 San Francisco, California 94608 17 Telephone: (415) 421-7100 Facsimile: (415) 421-7105 18 ccottrell@schneiderwallace.com ncoon@schneiderwallace.com 19 20 Stephen F. Banta ANDERSON BANTA CLARKSON PLLC 21 48 North MacDonald Mesa, Arizona 85201 22 Telephone: (480) 707-2835 23 Facsimile: (480) 522-3649 sbanta@abclawgroup.com 24 Attorneys for Plaintiffs, the FLSA Class and 25 Putative Class 26 27 28-19-

Exhibit 1

Case 2: 16-CV-03939-Jws Document 1-1 Filed 11/14/16 Page 1 of 2 EXHIBIT 1 Case 2: 16-cv-03939-Jws Document 1-1 Filed 11/14/16 Page 2 of 2 OPT-IN CONSENT FORM Thomas H. Koon, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union United States District Court, District of Arizona Complete And Submit To: Carolyn Hunt Cottrell, Esq. Nicole N. Coon, Esq. SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 2000 Powell Street, Suite 1400 Emeryville, California 94608 OR Jeffery R. Finley, Esq. Patrick J. Van Zanen, Esq. SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 2000 Powell Street, Suite 1400 Emeryville, California 94608 Date of Birth: Name: Thomas H. Koon T " lavina _ H KOOVAL (Please Print) Address: Phone No. 1: Phone No. 2: E-mail Address: CONSENT TO JOIN COLLECTIVE ACTION Pursuant to the Fair Labor Standards Act, 29 U. S. C. SS 201, et seq. I. I consent and agree to pursue my claims relating to and arising from Defendant (OneAZ Credit Union, f/k/a Arizona State Credit Union) alleged violations of the Fair Labor Standards Act, 29 U. S. C. SS 201, et seg. in connection with the above-referenced litigation. ei m I have worked as a mortgage loan officer for Defendant in Maricopa County, Arizona from approximately on or about March 21, 2012 to approximately on or about April 14, 2015. I understand that this litigation has been filed as a proposed collective action under the Fair Labor Standards Act of 1938, as amended, 29 U. S. C. SS 201, et seq. I hereby consent, agree, and opt-in to become a Plaintiff herein and be bound by any judgment of the Court or any settlement of this action. 4. I specifically authorize my attorneys, Schneider Wallace Cottrell Konecky Wotkyns to prosecute this lawsuit on my behalf and to negotiate a settlement of any and all claims I have against the Defendant in this litigation. If-OF-AOI (Date Signed) _ (Signature) * * IMPORTANT NOTE * * Statute of Limitations concerns mandate that you return this form as soon as possible to preserve your rights. MENYATAwoko qommwappacarnyamprogramme

Exhibit 2

Case 2: 16-су-03939-Јws Document 1-2 Filed 11/14/16 Page 1 of 2 посматогаш галактозатаскиваласкарска аксакаатараанааттайстеклапаказалаш за канаттайгаалалтынькійтетітинамагістологототокстотелослоголовината на папатышаннотаттіптіпешахстаттото место EXHIBIT 2 на нее. Case 2: 16-CV-03939-Jws Document 1-2 Filed 11/14/16 Page 2 of 2 OPT-IN CONSENT FORM Thomas H. Koon, et al, v. OneAZ Credit Union, f/k/a Arizona State Credit Union United States District Court, District of Arizona I I LUI Complete And Submit To: Carolyn Hunt Cottrell, Esq. Nicole N. Coon, Esq. SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 2000 Powell Street, Suite 1400 Emeryville, California 94608 wwwwwwwwwww.www MwrtoverIRMARIMARKYTTERWALDKREIXILINXIRRETTIIN OR Jeffery R. Finley, Esq. Patrick J. Van Zanen, Esq. SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 2000 Powell Street, Suite 1400 Emeryville, California 94608 Name: Steven J. Ross Date of Birth; (Please Print) Address: Phone No. 1: Phone No. 2: E-mail address: CONSENT TO JOIN COLLECTIVE ACTION Pursuant to the Fair Labor Standards Act, 29 U. S. C. SS 201, et seq. BARWAMIHHAAHAHAHAHAHAHAT NATITIRre. Tektweeslissendene. C................ 1. I consent and agree to pursue my claims relating to and arising from Defendant (OneAZ Credit Union, f/kla Arizona State Credit Union) alleged violations of the Fair Labor Standards Act, 29 U. S. C. SS 201, et seq. in connection with the above-referenced litigation. 2. I have worked as a mortgage loan officer for Defendant in Yavapai County, Arizona from approximately on or about June 9, 2014 to approximately on or about January 26, 2016. 2 ከ ዕr 3. I understand that this litigation has been filed as a proposed collective action under the Fair Labor Standards Act of 1938, as amended, 29 U. S. C. SS 201, et seq. I hereby consent, agree, and opt-in to become a Plaintiff herein and be bound by any judgment of the Court or any settlement of this action. 4. I specifically authorize my attorneys, Schneider Wallace Cottrell Konecky Wotkyns to prosecute this lawsuit on my behalf and to negotiate a settlement of any and all claims I have against the Defendant in this litigation, iniumRNYnni AmernMHAIWAN TERNAMA Balt......... 11/08/16 (Date Signed) (Signature) * * IMPORTANT NOTE * * Statute of Limitations concerus mandate that you return this form as soon as possible to preserve your rights. RITSAREupatogenie

Civil Cover Sheet) (ATD

11/14/2016 www.azd.uscourts.gov/cgi­bin/generate_civil_js44.pl Case 2:16-cv-03939-JWS Document 1-3 Filed 11/14/16 Page 1 of 2 UNITED STATES DISTRICT COURT DISTRICT OF ARIZONA Civil Cover Sheet This automated JS­44 conforms generally to the manual JS­44 approved by the Judicial Conference of the United States in September 1974. The data is required for the use of the Clerk of Court for the purpose of initiating the civil docket sheet. The information contained herein neither replaces nor supplements the filing and service of pleadings or other papers as required by law. This form is authorized for use only in the District of Arizona. The completed cover sheet must be printed directly to PDF and filed as an attachment to the Complaint or Notice of Removal. Thomas H. Koon ; Steven J. Ross, on OneAZ Credit Union, f/k/a Arizona Plaintiff(s): behalf of themselves and all others Defendant(s): State Credit Union, a state chartered similarly situated credit union County of Residence: Maricopa County of Residence: Maricopa County Where Claim For Relief Arose: Maricopa Plaintiff's Atty(s): Defendant's Atty(s): Jeffrey R. Finley Schneider Wallace Cottrell Konecky Wotkyns LLP 8501 N Scottsdale Rd., Ste 270 Scottsdale, Arizona 85253 480­315­3840 II. Basis of Jurisdiction: 3. Federal Question (U.S. not a party) III. Citizenship of Principal Parties (Diversity Cases Only) Plaintiff:­ N/A Defendant:­ N/A IV. Origin: 1. Original Proceeding V. Nature of Suit: 710 Fair Labor Standards Act VI.Cause of Action: 29 U.S.C. Section 201 et. seq.; Failure to pay proper overtime compensation VII. Requested in Complaint Class Action: Yes Dollar Demand: Jury Demand: Yes VIII. This case is not related to another case. http://www.azd.uscourts.gov/cgi­bin/generate_civil_js44.pl 1/2 11/14/2016 www.azd.uscourts.gov/cgi­bin/generate_civil_js44.pl Case 2:16-cv-03939-JWS Document 1-3 Filed 11/14/16 Page 2 of 2 Signature: Jeffrey R. Finley Date: 11/14/2016 If any of this information is incorrect, please go back to the Civil Cover Sheet Input form using the Back button in your browser and change it. Once correct, save this form as a PDF and include it as an attachment to your case opening documents. Revised: 01/2014 http://www.azd.uscourts.gov/cgi­bin/generate_civil_js44.pl 2/2

SUMMONS Submitted by Thomas H Koon and Steven J Ross. (submitted by Jeffrey Finley)

Case 2:16-cv-03939-JWS Document 2 Filed 11/14/16 Page 1 of 2 AO 440 (Rev. 06/12) Summons in a Civil Action UNITED STATES DISTRICT COURT for the District __________ of Arizona District of __________ THOMAS H. KOON and STEVEN J. ROSS, on behalf) of themselves and all others similarly situated,))) Plaintiff(s))) v. Civil Action No.) ONEAZ CREDIT UNION, F/K/A ARIZONA STATE) CREDIT UNION, a state-chartered credit union,))) Defendant(s)) SUMMONS IN A CIVIL ACTION To: (Defendant’s name and address) OneAZ Credit Union, f/k/a Arizona State Credit Union C/o David E. Doss, Agent for Service 2355 W. Pinnacle Peak Road Phoenix, Arizona 85027 A lawsuit has been filed against you. Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ. P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney, whose name and address are: Jeffrey R. Finley Patrick Van Zanen Schneider Wallace Cottrell Konecky Wotkyns, LLP 8501 North Scottsdale Road, Suite 270 Scottsdale, Arizona 85253 If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint. You also must file your answer or motion with the court. CLERK OF COURT Date: Signature of Clerk or Deputy Clerk Case 2:16-cv-03939-JWS Document 2 Filed 11/14/16 Page 2 of 2 AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2) Civil Action No. PROOF OF SERVICE (This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l)) This summons for (name of individual and title, if any) was received by me on (date).' I personally served the summons on the individual at (place) on (date); or' I left the summons at the individual’s residence or usual place of abode with (name), a person of suitable age and discretion who resides there, on (date), and mailed a copy to the individual’s last known address; or' I served the summons on (name of individual), who is designated by law to accept service of process on behalf of (name of organization) on (date); or' I returned the summons unexecuted because; or' Other (specify):. My fees are $ for travel and $ for services, for a total of $ 0.00. I declare under penalty of perjury that this information is true. Date: Server’s signature Printed name and title Server’s address Additional information regarding attempted service, etc: Print Save As... Reset

Filing fee paid, receipt number 0970-13604949. This case has been assigned to the Honorable John W Sedwick. All future pleadings or documents should bear the correct case number: CV-16-03939-PHX-JWS. Notice of Availability of Magistrate Judge to Exercise Jurisdiction form attached.

Case 2:16-cv-03939-JWS Document 3 Filed 11/14/16 Page 1 of 1 AO 85 (Rev. 8/97) Notice, Consent, and Order of Reference-Exercise of Jurisdiction by a United States Magistrate Judge (For Use In Civil Cases With District Judge as Presider) UNITED STATES DISTRICT COURT _______________________________ District of __________________________________________________ NOTICE, CONSENT, AND ORDER OF REFERENCE-Plaintiff EXERCISE OF JURISDICTION BY A UNITED STATES MAGISTRATE JUDGE v. Case Number: Defendant NOTICE OF AVAILABILITY OF A UNITED STATES MAGISTRATE JUDGE TO EXERCISE JURISDICTION In accordance with the provisions of 28 U.S.C. 636(c) and Fed.R.Civ.P.73, you are hereby notified that a United States magistrate judge of this district court is available to conduct any or all proceedings in this case including a jury or nonjury trial, and to order the entry of a final judgment. Exercise of this jurisdiction by a magistrate judge is, however, permitted only if all parties voluntarily consent. You may, without adverse substantive consequences, withhold your consent, but this will prevent the court’s jurisdiction from being exercised by a magistrate judge. If any party withholds consent, the identity of the parties consenting or withholding consent will not be communicated to any magistrate judge or to the district judge to whom the case has been assigned. An appeal from a judgment entered by a magistrate judge shall be taken directly to the United States court of appeals for this judicial circuit in the same manner as an appeal from any other judgment of a district court. CONSENT TO THE EXERCISE OF JURISDICTION BY A UNITED STATES MAGISTRATE JUDGE In accordance with the provisions of 28 U.S.C. 636(c) and Fed.R.Civ.P. 73, the parties in this case hereby voluntarily consent to have a United States magistrate judge conduct any and all further proceedings in the case, including the trial, order the entry of a final judgment, and conduct all post-judgment proceedings. Signatures Party Represented Date _____________________________________ __________________________________ ____________________ _____________________________________ __________________________________ ____________________ _____________________________________ __________________________________ ____________________ _____________________________________ __________________________________ ____________________ ORDER OF ASSIGNMENT IT IS HEREBY ORDERED that this case be assigned to ______________________________________________________ United States Magistrate Judge, for all further proceedings and the entry of judgment in accordance with 28 U.S.C. 636(c), Fed.R.Civ.P. 73 and the foregoing consent of the parties. All further documents filed with the court are to carry the following case number ________________________________________. ________________ _____________________________________________________________________________________ Date United States District Judge NOTE: RETURN THIS FORM TO THE CLERK OF THE COURT ONLY IF ALL PARTIES HAVE CONSENTED ON THIS FORM TO THE EXERCISE OF JURISDICTION BY A UNITED STATES MAGISTRATE JUDGE.

Summons Issued as to OneAZ Credit Union. (ATD) *** IMPORTANT: When printing the summons, select "Document and stamps" or "Document and comments" for the seal to appear on the document.

Case 2:16-cv-03939-JWS Document 4 Filed 11/14/16 Page 1 of 2 AO 440 (Rev. 06/12) Summons in a Civil Action UNITED STATES DISTRICT COURT for the District __________ of Arizona District of __________ THOMAS H. KOON and STEVEN J. ROSS, on behalf) of themselves and all others similarly situated,))) Plaintiff(s))) v. Civil Action No.) ONEAZ CREDIT UNION, F/K/A ARIZONA STATE) CREDIT UNION, a state-chartered credit union,))) Defendant(s)) SUMMONS IN A CIVIL ACTION To: (Defendant’s name and address) OneAZ Credit Union, f/k/a Arizona State Credit Union C/o David E. Doss, Agent for Service 2355 W. Pinnacle Peak Road Phoenix, Arizona 85027 A lawsuit has been filed against you. Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ. P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney, whose name and address are: Jeffrey R. Finley Patrick Van Zanen Schneider Wallace Cottrell Konecky Wotkyns, LLP 8501 North Scottsdale Road, Suite 270 Scottsdale, Arizona 85253 If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint. You also must file your answer or motion with the court. CLERK OF COURT Date: Signature of Clerk or Deputy Clerk ISSUED ON 3:17 pm, Nov 14, 2016 s/Brian D. Karth, Clerk Case 2:16-cv-03939-JWS Document 4 Filed 11/14/16 Page 2 of 2 AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2) Civil Action No. PROOF OF SERVICE (This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l)) This summons for (name of individual and title, if any) was received by me on (date).' I personally served the summons on the individual at (place) on (date); or' I left the summons at the individual’s residence or usual place of abode with (name), a person of suitable age and discretion who resides there, on (date), and mailed a copy to the individual’s last known address; or' I served the summons on (name of individual), who is designated by law to accept service of process on behalf of (name of organization) on (date); or' I returned the summons unexecuted because; or' Other (specify):. My fees are $ for travel and $ for services, for a total of $ 0.00. I declare under penalty of perjury that this information is true. Date: Server’s signature Printed name and title Server’s address Additional information regarding attempted service, etc: Print Save As... Reset

STIPULATION FOR EXTENSION OF TIME TO ANSWER COMPLAINT re: {{1}} Complaint by OneAZ Credit Union.

Case 2:16-cv-03939-JWS Document 7 Filed 12/06/16 Page 1 of 3 1 Joshua R. Woodard (#015592) Jennifer R. Yee (#029651) 2 SNELL & WILMER L.L.P. One Arizona Center 3 400 E. Van Buren, Suite 1900 Phoenix, Arizona 85004-2202 4 Telephone: 602.382.6000 Facsimile: 602.382.6070 5 E-Mail: jwoodard@swlaw.com jryee@swlaw.com 6 Attorneys for Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union 7 8 IN THE UNITED STATES DISTRICT COURT 9 FOR THE DISTRICT OF ARIZONA 10 11 Thomas H. Koon and Steven J. Ross, on One Arizona Center, 400 E. Van Buren, Suite 1900 12 behalf of themselves and all others similarly No. 2:16-cv-03939-JWS situated, Snell & Wilmer Phoenix, Arizona 85004-2202 13 STIPULATION TO EXTEND TIME Plaintiffs, TO RESPOND TO COMPLAINT LAW OFFICES 602.382.6000 14 L.L.P. v. 15 OneAZ Credit Union, f/k/a Arizona State 16 Credit Union, a state-chartered credit union, 17 Defendant. 18 19 Plaintiffs, Thomas H. Koon and Steven J. Ross, on behalf of themselves and all 20 others similarly situated, and Defendant OneAZ Credit Union, f/k/a Arizona State Credit 21 Union ("OneAZ Credit Union") through undersigned counsel hereby stipulate and request 22 that the Court extend the deadline for OneAZ Credit Union to answer, or otherwise 23 respond to the Complaint, to December 20, 2016. This brief, two-week extension is to 24 facilitate discussions between the parties’ counsel. A proposed order is submitted 25 herewith. 26 27 28 25328109 Case 2:16-cv-03939-JWS Document 7 Filed 12/06/16 Page 2 of 3 1 DATED this 6th day of December, 2016. 2 SNELL & WILMER L.L.P. 3 4 By: s/Jennifer R. Yee Joshua R. Woodard 5 Jennifer R. Yee One Arizona Center 6 400 E. Van Buren, Suite 1900 Phoenix, Arizona 85004-2202 7 Attorneys for Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union 8 9 SCHNEIDER WALLACE 10 COTTRELL KONECKY WOTKYNS LLP 11 One Arizona Center, 400 E. Van Buren, Suite 1900 12 By: s/Jennifer R. Yee w/permission for Snell & Wilmer Phoenix, Arizona 85004-2202 13 Jeffrey R. Finley Patrick J. Van Zanen LAW OFFICES 602.382.6000 14 8501 North Scottsdale Road, Suite 270 L.L.P. Scottsdale, Arizona 85253 15 Carolyn H. Cottrell 16 Nicole N. Coon Schneider Wallace Cottrell Konecky 17 Wotkyns LLP 2000 Powell Street, Suite 1400 18 San Francisco, California 94608 Attorneys for Plaintiffs 19 20 21 22 23 24 25 26 27 28 25328109-2-Case 2:16-cv-03939-JWS Document 7 Filed 12/06/16 Page 3 of 3 1 CERTIFICATE OF SERVICE 2 I hereby certify that, on December 6, 2016, I electronically transmitted the attached 3 document to the Clerk’s Office using the CM/ECF System for filing and transmittal of a 4 Notice of Electronic Filing to the following CM/ECF registrants: 5 Jeffrey R. Finley Patrick J. Van Zanen 6 Schneider Wallace Cottrell Konecky Wotkyns LLP 8501 North Scottsdale Road, Suite 270 7 Scottsdale, Arizona 85253 8 Carolyn H. Cottrell (Pro Hac Vice to be filed) Nicole N. Coon (Pro Hac Vice to be filed) 9 Schneider Wallace Cottrell Konecky Wotkyns LLP 2000 Powell Street, Suite 1400 10 San Francisco, California 94608 11 One Arizona Center, 400 E. Van Buren, Suite 1900 12/s/Jennifer R. Yee Snell & Wilmer Phoenix, Arizona 85004-2202 13 LAW OFFICES 602.382.6000 14 L.L.P. 15 16 17 18 19 20 21 22 23 24 25 26 27 28 25328109-3-

Text of Proposed Order

Case 2:16-cv-03939-JWS Document 7-1 Filed 12/06/16 Page 1 of 1 1 2 3 4 5 6 7 IN THE UNITED STATES DISTRICT COURT 8 FOR THE DISTRICT OF ARIZONA 9 10 Thomas H. Koon and Steven J. Ross, on 11 behalf of themselves and all others similarly No. 2:16-cv-03939-JWS situated, 12 ORDER TO EXTEND TIME TO Plaintiffs, RESPOND TO COMPLAINT 13 v. 14 OneAZ Credit Union, f/k/a Arizona State 15 Credit Union, a state-chartered credit union, 16 Defendant. 17 18 Pursuant to the parties’ Stipulation to Extend the Time for Defendant OneAZ Credit 19 Union f/k/a Arizona State Credit Union to respond to the Complaint, and good cause appearing 20 therefore, 21 IT IS HEREBY ORDERED Defendant shall have up to and including December 22 20, 2016 to respond to Plaintiffs’ Complaint. 23 24 25 26 27 28

Corporate Disclosure Statement by OneAZ Credit Union.

Case 2:16-cv-03939-JWS Document 8 Filed 12/06/16 Page 1 of 3 1 Joshua R. Woodard (#015592) Jennifer R. Yee (#029651) 2 SNELL & WILMER L.L.P. One Arizona Center 3 400 E. Van Buren, Suite 1900 Phoenix, Arizona 85004-2202 4 Telephone: 602.382.6000 Facsimile: 602.382.6070 5 E-Mail: jwoodard@swlaw.com jryee@swlaw.com 6 Attorneys for Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union 7 8 IN THE UNITED STATES DISTRICT COURT 9 FOR THE DISTRICT OF ARIZONA 10 11 Thomas H. Koon and Steven J. Ross, on One Arizona Center, 400 E. Van Buren, Suite 1900 12 behalf of themselves and all others similarly No. 2:16-cv-03939-JWS situated, Snell & Wilmer Phoenix, Arizona 85004-2202 13 DEFENDANT ONEAZ CREDIT Plaintiffs, UNION’S CORPORATE LAW OFFICES 602.382.6000 14 DISCLOSURE STATEMENT L.L.P. v. 15 OneAZ Credit Union, f/k/a Arizona State 16 Credit Union, a state-chartered credit union, 17 Defendant. 18 19 This Corporate Disclosure Statement is filed on behalf of Defendant OneAZ Credit 20 Union, f/k/a Arizona State Credit Union in compliance with the provisions of: (check one) 21 __X Rule 7.1, Federal Rules of Civil Procedure, a nongovernmental 22 corporate party to an action in a district court must file a statement that identifies any 23 parent corporation and any publicly held corporation that owns 10% or more of its stock 24 or states that there is no such corporation. 25 Rule 12.4(a)(1), Federal Rule of Criminal Procedure, any 26 nongovernmental corporate party to a proceeding in a district court must file a statement 27 28 25331854 Case 2:16-cv-03939-JWS Document 8 Filed 12/06/16 Page 2 of 3 1 that identifies any parent corporation and any publicly held corporation that owns 10% or 2 more of its stock or states that there is no such corporation. 3 Rule 12.4(a)(2), Federal Rule of Criminal Procedure, if an 4 organizational victim of alleged criminal activity is a corporation the government must 5 file a statement identifying the victim and the statement must also disclose the information 6 required by Rule 12.4(a)(1). 7 The filing party hereby declares as follows: 8 __X__ No such corporation. 9 _____ Party is a parent, subsidiary or other affiliate of a publicly owned 10 corporation as listed below. (Attach additional pages if needed.) 11 Relationship One Arizona Center, 400 E. Van Buren, Suite 1900 12 Publicly held corporation, not a party to the case, with a financial Snell & Wilmer Phoenix, Arizona 85004-2202 13 interest in the outcome. List identity of corporation and the nature of financial interest. LAW OFFICES 602.382.6000 14 (Attach additional pages if needed.) L.L.P. 15 Relationship 16 Other (please explain) 17 18 A supplemental disclosure statement will be filed upon any change in the 19 information provided herein. 20 DATED this 6th day of December, 2016. 21 SNELL & WILMER L.L.P. 22 23 By: s/Jennifer R. Yee Joshua R. Woodard 24 Jennifer R. Yee One Arizona Center 25 400 E. Van Buren, Suite 1900 Phoenix, Arizona 85004-2202 26 Attorneys for Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union 27 28 25331854-2-Case 2:16-cv-03939-JWS Document 8 Filed 12/06/16 Page 3 of 3 1 2 CERTIFICATE OF SERVICE 3 I hereby certify that, on December 6, 2016, I electronically transmitted the attached 4 document to the Clerk’s Office using the CM/ECF System for filing and transmittal of a 5 Notice of Electronic Filing to the following CM/ECF registrants: 6 Jeffrey R. Finley 7 Patrick J. Van Zanen Schneider Wallace Cottrell Konecky Wotkyns LLP 8 8501 North Scottsdale Road, Suite 270 Scottsdale, Arizona 85253 9 Carolyn H. Cottrell (Pro Hac Vice to be filed) 10 Nicole N. Coon (Pro Hac Vice to be filed) Schneider Wallace Cottrell Konecky Wotkyns LLP 11 2000 Powell Street, Suite 1400 San Francisco, California 94608 One Arizona Center, 400 E. Van Buren, Suite 1900 12 Snell & Wilmer Phoenix, Arizona 85004-2202 13/s/Jennifer R. Yee LAW OFFICES 602.382.6000 14 L.L.P. 15 16 17 18 19 20 21 22 23 24 25 26 27 28 25331854-3-

*NOTICE of Change of Address by Thomas H Koon, Steven J Ross. (Van Zanen, Patrick) *Modified to correct event type on 12/7/2016

Case 2:16-cv-03939-JWS Document 9 Filed 12/07/16 Page 1 of 3 1 Jeffery R. Finley, AZ Bar No. 009683 Patrick J. Van Zanen, AZ Bar No. 021371 2 SCHNEIDER WALLACE COTTRELL 3 KONECKY WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 4 Scottsdale, Arizona 85253 Telephone: (480) 428-0143 5 Facsimile: (866) 505-8036 6 jfinley@schneiderwallace.com pvanzanzen@schneiderwallace.com 7 Carolyn H. Cottrell (Pro Hac Vice to be filed) 8 Nicole N. Coon (Pro Hac Vice to be filed) 9 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 10 2000 Powell Street, Suite 1400 Emeryville, California 94608 11 Telephone: (415) 421-7100 12 Facsimile: (415) 421-7105 ccottrell@schneiderwallace.com 13 ncoon@schneiderwallace.com 14 Attorneys for Plaintiffs, the FLSA Class and Putative Class 15 Additional Counsel on Signature Page 16 17 IN THE UNITED STATES DISTRICT COURT 18 FOR THE DISTRICT OF ARIZONA 19 THOMAS H. KOON and STEVEN J. Case No. 2:16-cv-03939-JWS 20 ROSS, on behalf of themselves and all others similarly situated, NOTICE OF ADDRESS 21 CORRECTION Plaintiffs, 22 vs. 23 ONEAZ CREDIT UNION, F/K/A 24 ARIZONA STATE CREDIT UNION, a state-chartered credit union, 25 Defendant. 26 27 28 Case 2:16-cv-03939-JWS Document 9 Filed 12/07/16 Page 2 of 3 1 PLEASE TAKE NOTICE that pursuant to LRCivP 83.3(d), Patrick Van Zanen 2 hereby notices the Court of the address correction for Carolyn H. Cottrell and Nicole N. 3 Coon of Schneider Wallace Cottrell Konecky Wotkyns LLP in California. The correct 4 5 address is as follows: 6 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 7 2000 Powell Street, Suite 1400 Emeryville, California 94608 8 9 Carolyn H. Cottrell and Nicole N. Coon’s Pro Hac Vice Applications are 10 forthcoming. 11 Counsel requests that the Court’s records and any applicable mailing certificates be 12 modified to reflect this correction. 13 14 Date: December 7, 2016 Respectfully submitted, 15/s/Patrick J. Van Zanen 16 Patrick J. Van Zanen, AZ Bar No. 021371 Jeffery R. Finley, AZ Bar No. 009683 17 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 18 8501 North Scottsdale Road, Suite 270 Scottsdale, Arizona 85253 19 Telephone: (480) 428-0143 20 Facsimile: (866) 505-8036 pvanzanen@schneiderwallace.com 21 jfinley@schneiderwallace.com 22 Carolyn H. Cottrell (Pro Hac Vice to be filed) 23 Nicole N. Coon (Pro Hac Vice to be filed) SCHNEIDER WALLACE COTTRELL 24 KONECKY WOTKYNS LLP 2000 Powell Street, Suite 1400 25 Emeryville, California 94608 26 Telephone: (415) 421-7100 Facsimile: (415) 421-7105 27 ccottrell@schneiderwallace.com 28 ncoon@schneiderwallace.com-2-Case 2:16-cv-03939-JWS Document 9 Filed 12/07/16 Page 3 of 3 1 2 Stephen F. Banta 3 ANDERSON BANTA CLARKSON PLLC 48 North MacDonald 4 Mesa, Arizona 85201 Telephone: (480) 707-2835 5 Facsimile: (480) 522-3649 6 sbanta@abclawgroup.com 7 Attorneys for Plaintiffs, the FLSA Class and Putative Class 8 9 10 Certificate of Service 11 I hereby certify that on this 7th day of December, 2016, I electronically transmitted 12 13 the foregoing document to the Office of the Clerk of the United States District Court, 14 District of Arizona, using the CM/ECF System for filing, with a transmittal of a Notice of 15 Electronic Filing to all CM/ECF registrants. 16 17 18 By:/s/Kelle J. Winter Kelle J. Winter 19 20 21 22 23 24 25 26 27 28-3-

ORDER pursuant to {{7}} Stipulation For Extension of Time To Answer Complaint: OneAZ Credit Union's answer due 12/20/2016. Signed by Judge John W Sedwick on 12/8/16.

Case 2:16-cv-03939-JWS Document 10 Filed 12/08/16 Page 1 of 1 1 2 3 4 5 6 7 IN THE UNITED STATES DISTRICT COURT 8 FOR THE DISTRICT OF ARIZONA 9 10 Thomas H. Koon and Steven J. Ross, on 11 behalf of themselves and all others No. 2:16-cv-03939-JWS similarly situated, 12 ORDER TO EXTEND TIME TO Plaintiffs, RESPOND TO COMPLAINT 13 v. 14 OneAZ Credit Union, f/k/a Arizona State 15 Credit Union, a state-chartered credit union, 16 Defendant. 17 18 Pursuant to the parties’ Stipulation to Extend the Time for Defendant OneAZ Credit Union 19 f/k/a Arizona State Credit Union to respond to the Complaint, and good cause appearing therefore, 20 IT IS HEREBY ORDERED Defendant shall have up to and including December 20, 21 2016 to respond to Plaintiffs’ Complaint. 22 DATED this 8th day of December 2016. 23 24/s/JOHN W. SEDWICK SENIOR JUDGE, UNITED STATES DISTRICT COURT 25 26 27 28

STIPULATION FOR EXTENSION OF TIME TO ANSWER COMPLAINT re: {{1}} Complaint by OneAZ Credit Union.

Case 2:16-cv-03939-JWS Document 11 Filed 12/19/16 Page 1 of 3 1 Joshua R. Woodard (#015592) Jennifer R. Yee (#029651) 2 SNELL & WILMER L.L.P. One Arizona Center 3 400 E. Van Buren, Suite 1900 Phoenix, Arizona 85004-2202 4 Telephone: 602.382.6000 Facsimile: 602.382.6070 5 E-Mail: jwoodard@swlaw.com jryee@swlaw.com 6 Attorneys for Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union 7 8 IN THE UNITED STATES DISTRICT COURT 9 FOR THE DISTRICT OF ARIZONA 10 11 Thomas H. Koon and Steven J. Ross, on One Arizona Center, 400 E. Van Buren, Suite 1900 12 behalf of themselves and all others similarly No. 2:16-cv-03939-JWS situated, Snell & Wilmer Phoenix, Arizona 85004-2202 13 SECOND STIPULATION TO Plaintiffs, EXTEND TIME TO RESPOND TO LAW OFFICES 602.382.6000 14 COMPLAINT L.L.P. v. 15 OneAZ Credit Union, f/k/a Arizona State 16 Credit Union, a state-chartered credit union, 17 Defendant. 18 19 Plaintiffs, Thomas H. Koon and Steven J. Ross, on behalf of themselves and all 20 others similarly situated, and Defendant OneAZ Credit Union, f/k/a Arizona State Credit 21 Union ("OneAZ Credit Union") through undersigned counsel hereby stipulate and request 22 that the Court extend the deadline for OneAZ Credit Union to answer, or otherwise 23 respond to the Complaint, to January 4, 2017. A second two-week extension is to 24 facilitate the ongoing discussions between the parties’ counsel, which includes the 25 anticipated exchange of certain documentation from OneAZ Credit Union regarding 26 calculations of payments to Plaintiffs and others similarly situated. A proposed order is 27 submitted herewith. 28 25403767 Case 2:16-cv-03939-JWS Document 11 Filed 12/19/16 Page 2 of 3 1 DATED this 19th day of December, 2016. 2 SNELL & WILMER L.L.P. 3 4 By: s/Jennifer R. Yee Joshua R. Woodard 5 Jennifer R. Yee One Arizona Center 6 400 E. Van Buren, Suite 1900 Phoenix, Arizona 85004-2202 7 Attorneys for Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union 8 9 SCHNEIDER WALLACE 10 COTTRELL KONECKY WOTKYNS LLP 11 One Arizona Center, 400 E. Van Buren, Suite 1900 12 By: s/Jennifer R. Yee w/permission for Snell & Wilmer Phoenix, Arizona 85004-2202 13 Jeffrey R. Finley Patrick J. Van Zanen LAW OFFICES 602.382.6000 14 8501 North Scottsdale Road, Suite 270 L.L.P. Scottsdale, Arizona 85253 15 Carolyn H. Cottrell 16 Nicole N. Coon Schneider Wallace Cottrell Konecky 17 Wotkyns LLP 2000 Powell Street, Suite 1400 18 Emeryville, California 94608 19 Stephen F. Banta Anderson Banta Clarkson PLLC 20 48 North MacDonald Mesa, Arizona 85201 21 Attorneys for Plaintiffs 22 23 24 25 26 27 28 25403767-2-Case 2:16-cv-03939-JWS Document 11 Filed 12/19/16 Page 3 of 3 1 CERTIFICATE OF SERVICE 2 I hereby certify that, on December 19, 2016, I electronically transmitted the 3 attached document to the Clerk’s Office using the CM/ECF System for filing and 4 transmittal of a Notice of Electronic Filing to the following CM/ECF registrants: 5 Jeffrey R. Finley Patrick J. Van Zanen 6 Schneider Wallace Cottrell Konecky Wotkyns LLP 8501 North Scottsdale Road, Suite 270 7 Scottsdale, Arizona 85253 8 Carolyn H. Cottrell (Pro Hac Vice to be filed) Nicole N. Coon (Pro Hac Vice to be filed) 9 Schneider Wallace Cottrell Konecky Wotkyns LLP 2000 Powell Street, Suite 1400 10 Emeryville, California 94608 11 Stephen F. Banta Anderson Banta Clarkson PLLC One Arizona Center, 400 E. Van Buren, Suite 1900 12 48 North MacDonald Mesa, Arizona 85201 Snell & Wilmer Phoenix, Arizona 85004-2202 13 LAW OFFICES 602.382.6000 14 s/Jennifer R. Yee L.L.P. 15 16 17 18 19 20 21 22 23 24 25 26 27 28 25403767-3-

Text of Proposed Order

Case 2:16-cv-03939-JWS Document 11-1 Filed 12/19/16 Page 1 of 1 1 2 3 4 5 6 7 IN THE UNITED STATES DISTRICT COURT 8 FOR THE DISTRICT OF ARIZONA 9 10 Thomas H. Koon and Steven J. Ross, on 11 behalf of themselves and all others similarly No. 2:16-cv-03939-JWS situated, 12 ORDER TO EXTEND TIME TO Plaintiffs, RESPOND TO COMPLAINT 13 v. 14 OneAZ Credit Union, f/k/a Arizona State 15 Credit Union, a state-chartered credit union, 16 Defendant. 17 18 Pursuant to the parties’ Second Stipulation to Extend the Time for Defendant 19 OneAZ Credit Union f/k/a Arizona State Credit Union to respond to the Complaint, and 20 good cause appearing therefore, 21 IT IS HEREBY ORDERED Defendant shall have up to and including January 4, 22 2017 to respond to Plaintiffs’ Complaint. 23 24 25 26 27 28

ORDER pursuant to {{11}} Stipulation For Extension of Time To Answer Complaint: OneAZ Credit Union's answer due 1/4/2017. Signed by Judge John W Sedwick on 12/22/16.

Case 2:16-cv-03939-JWS Document 12 Filed 12/22/16 Page 1 of 1 1 2 3 4 5 6 7 IN THE UNITED STATES DISTRICT COURT 8 FOR THE DISTRICT OF ARIZONA 9 10 Thomas H. Koon and Steven J. Ross, on 11 behalf of themselves and all others No. 2:16-cv-03939-JWS similarly situated, 12 ORDER TO EXTEND TIME TO Plaintiffs, RESPOND TO COMPLAINT 13 v. 14 OneAZ Credit Union, f/k/a Arizona State 15 Credit Union, a state-chartered credit union, 16 Defendant. 17 18 Pursuant to the parties’ Second Stipulation to Extend the Time for Defendant OneAZ 19 Credit Union f/k/a Arizona State Credit Union to respond to the Complaint, and good cause 20 appearing therefore, 21 IT IS HEREBY ORDERED Defendant shall have up to and including January 4, 22 2017, to respond to Plaintiffs’ Complaint. 23 DATED this 22nd day of December 2016, 24 25/s/JOHN W. SEDWICK SENIOR JUDGE, UNITED STATES DISTRICT COURT 26 27 28

MOTION for Admission Pro Hac Vice as to attorney Carolyn H. Cottrell by Thomas H Koon, Steven J Ross.

Case 2: 16-CV-03939-Jws Document 13 Filed 12/22/16 Page 1 of 2 *. IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA Thomas H. Koon, et al. Plaintiff(s)/Petitioner(s), CASE NO: 2: 16-cv-03939-JWS........................... VS. OneAZ Credit Union, f/kla Arizona State Credit Union, a Application of Attorney For Admission To Practice Pro Hac state-chartered credit union Vice Pursuant to LRCiv 83. 1 (b) (2) Defendant(s)/Respondent(s) NOTICE: $ 35. 00 APPLICATION FEE REQUIRED! I Carolyn H. Cottrell, hereby apply to the Court under LRCiv 83. 1 (b) (2) for pro hac vice Plaintiffs---.....-----------... "-... admission to appear and practice in this action on behalf of 1400 Suite: City and State of Principal Residence: Emeryville, California Firm Name: Schneider Wallace Cottrell Konecky Wotkyns LLP Address: 2000 Powell Street City: Emeryville Firm/Business Phone: (415 421-7100 Firm Fax Phone: 415 421-7105 State: CA Zip: 94608 E-mail address: ccottrell@schneiderwallace. cc I am admitted to practice before the following courts. (attach additional sheets if necessary) TITLE OF COURT DATE OF ADMISSION U. S. District Court, Northern District of California 07/06/1994 U. S. District Court, Eastern District of California 03/16/1994 U. S. District Court, Central District of California 01/20/2009 IN GOOD STANDING? No * D] Yes, Ono Yes INo * VYes INo * * Explain: (An Original Certificate of Good Standing froma FEDERAL BAR in which an applicant has been admitted dated no more than 45 days prior to submission of this application is required.) I have concurrently, or within 1 year of this application, made pro hac vice applications to this Court in the following actions (attach additional sheets if necessary): Case Number Title of Action Date Granted or Denied *--.-.-.-.-................... ". ": "..-".:............-* Explain: ALL APPLICANTS ARE REQUIRED TO ANSWER THE FOLLOWING QUESTIONS. If you answer YES to either of the following questions, please explain all circumstances on a separate page. Are you currently the subject of a disciplinary investigation or proceeding by any Bar or Court? Yes Have you ever been disbarred from practice in any Court? O No I declare under penalty of perjury that the foregoing is trueand correct; that I am not a resident of, nor and regularly employed, engaged in business, professional or other activities in the State of Arizona; and that I am not currently suspended, disbarred or subject to disciplinary proceedings in any court. I certify that I have read and will ascribe to the Standards for Professional Conduct, will comply with the Rules of Practice af the United States District Court for the District of Arizona (" Local Rules "), and will subscribe to receive court notices as required by LRCiy 83. 1 (c).-...----------No Yes Signature of Applicant Date Fee Receipt # (Rev. 04/12) Case 2: 16-cv-03939-JWs Document 13 Filed 12/22/16 Page 2 of 2 Thomas H. Koon, et al. V. Case No. 2: 16-cy-03939-JWS OneAZ Credit Union ADDENDDUM TO APPLICATION OF ATTORNEY FOR ADMISSION TO PRACTICE PRO HAC VICE PURSUANT TO LRCiv 83. 1 (b) (2) I am admitted to practice before the following courts: Court: Admission Date: U. S. District Court, Southern District of California 11/24/2008 United States Supreme Court 11/09/2009 United States Court of Ap eals for the Eighth C he Eighth Circuit 05/09/2013

MOTION for Admission Pro Hac Vice as to attorney Nicole N Coon on behalf of Thomas H Koon and Steven J Ross.

Case 2: 16-CV-03939-JWs Document 14 Filed 12/28/16 Page 1 of 3 COFIANT FILED RECEIVED LODGED COFY اتج من بيته IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA Thomas H. Koon, et al. DEC 2 8 2016V tutkusuaruusopravvivenIERVAatamakuva vukyvaus romanti.-LA, LA CAR " PE * Famohuesiran..... urt inn.-. * * * * * Plaintiff ($)/Petitioner(s), CLERK US DISTRICT COURT CASE NO: 2: 16-cv-03939-JWS vs. DISTRICT OF AFWZONA IBY. DEPUTY OneAZ Credit Union, f/k/a Arizona State Credit Union, a Application of Attorney For Admission To Practice Pro Hac state-chartered credit union Vice Pursuant to LRCiv 83. 1 (b) (2) Defendant(s)/Respondent(s) NOTICE: $ 35. 00 APPLICATION FEE REQUIRED! Nicole N. Coon, hereby apply to the Court under LRCiv 83. 1 (b) (2) for pro hac vice admission to appear and practice in this action on behalf of Plaintiffs SS; Suite: 1400 City and State of Principal Residence: Emeryville, California Firm Name; Schneider Wallace Cottrell Konecky Wotkyns LLP Address: 2000 Powell Street City: Emeryville Firm/Business Phone: 421-7100 Firm Fax Phone: 421-7105 State: CA Zip: 94608 (415 E-mail address: ncoon@schneiderwallace. c! I am admitted to practice before the following courts. (attach additional sheets if necessary) TITLE OF COURT DATE OF ADMISSION U. S. District Court, Northern District of California 04/22/2015 U. S. District Court, Eastern District of California 06/01/2015 U. S. District Court, Central District of California 06/15/2015 IN GOOD STANDING?] Yes D No * Yes INo * D] Yes] No * * Explain: (An Original Certificate of Good Standing froma FEDERAL BAR in which an applicant has been admitted dated no more than 45 days prior to submission of this application is required.) I have concurrently, or within 1 year of this application, made pro hac vice applications to this Court in the following actions (attach additional sheets if necessary); Case Number Title of Action Date Granted or Denied * Yes O No * Explain: ALL APPLICANTS ARE REQUIRED TO ANSWER THE FOLLOWING QUESTIONS. If you answer YES to either of the following questions, please explain all circumstances on a separate page. Are you currently the subject of a disciplinary investigation or proceeding by any Bar or Court? Have you ever been disbarred from practice in any Count? I Yes E No I declare under penalty of perjury that the foregoing is trueand correct; that I am not a resident of, nor and regularly employed, engaged in business, professional or other activities in the State of Arizona; and that I am not currently suspended, disbarral or subject to disciplinary proceedings in any court. I certify that I have read and will ascribe to the Standards for Professional Conduct, will comply with the Rules of Practice of the United States District Court for the District of Arizona (" Locat Ruks "), and will subscribe to receive court notices as required by LRCiv 83. 1 (c). zrelle Date Signature of Applicant Fee Receipt # EKSTERA * estus (Rev, 04/12) Case 2: 16-cv-03939-JWs Document 14 Filed 12/28/16 Page 2 of 3 Thomas H. Koon, et al. Case No. 2: 16-cy-03939-JWS OneAZ Credit Union ADDENDDUM TO APPLICATION OF ATTORNEY FOR ADMISSION TO PRACTICE PRO HAC VICE PURSUANT TO LRCiv 83. 1 (b) (2) I am admitted to practice before the following courts: Since 09/23/2010, applicant has been and presently is a member in good standing of the bar of the highest court of the State of Wisconsin. Applicant is currently inactive. Applicant's bar license number is 1081414. Since 05/05/2011, applicant has been and presently is a member in good standing of the bar of the highest court of the State of Illinois. Applicant is currently inactive. Applicant's bar license number is 6304957. Since 09/07/2016, applicant has been and presently is admitted to the bar of the highest court of the State of Massachusetts, where applicant's registration is pending upon receipt of bar number. Certificate of Good Standing United States District Court.:: Northern District of California... '.. *? " "-". 1, Susan Y. Soong, Clerk of the United States District Court for the Northern District of California, do hereby certify that '-.. Case 2: 16. v. 03030. IWS Document 14 Eiled 1212816 Page 3 of 3 Nicole Nellessen Coon Bar No. 286283 was duly admitted to practice in said Court on April 22, 2015, and is in good standing as a member of the bar of said court. S DISTA Dated in San Francisco on December 16, 2016 pref * * Sito FRATELEesti SENO OSMAn q. Sumg Clerk. Ods tik 4 Seizoen-se States SSSR itoriaus KISSTRÍZANSE * * * SA PAG

ANSWER to {{1}} Complaint by OneAZ Credit Union.

Case 2:16-cv-03939-JWS Document 16 Filed 01/04/17 Page 1 of 14 1 Joshua R. Woodard (#015592) Jennifer R. Yee (#029651) 2 SNELL & WILMER L.L.P. One Arizona Center 3 400 E. Van Buren, Suite 1900 Phoenix, Arizona 85004-2202 4 Telephone: 602.382.6000 Facsimile: 602.382.6070 5 E-Mail: jwoodard@swlaw.com jryee@swlaw.com 6 Attorneys for Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union 7 8 IN THE UNITED STATES DISTRICT COURT 9 FOR THE DISTRICT OF ARIZONA 10 11 Thomas H. Koon and Steven J. Ross, on One Arizona Center, 400 E. Van Buren, Suite 1900 12 behalf of themselves and all others similarly No. 2:16-cv-03939-JWS situated, Snell & Wilmer Phoenix, Arizona 85004-2202 13 DEFENDANT’S ANSWER Plaintiffs, LAW OFFICES 602.382.6000 14 L.L.P. v. 15 OneAZ Credit Union, f/k/a Arizona State 16 Credit Union, a state-chartered credit union, 17 Defendant. 18 Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union ("Defendant" or 19 "Credit Union") by and through undersigned counsel, and in answer to Plaintiffs’ 20 Complaint, admits, denies and alleges as follows: 21 INTRODUCTION 22 1. Answering paragraph 1 of the Complaint, Defendant admits Plaintiffs Koon 23 and Ross brought this action as a class action under Federal Rule of Civil Procedure 23 to 24 recover under the Arizona Wage Statute, but denies it engaged in the wrongful conduct 25 alleged, or otherwise. 26 2. Answering paragraph 2 of the Complaint, Defendant admits Plaintiffs Koon 27 and Ross brought this action as a collective action under the Fair Labor Standards Act, but 28 25470849 Case 2:16-cv-03939-JWS Document 16 Filed 01/04/17 Page 2 of 14 1 denies it engaged in the wrongful conduct alleged, or otherwise. 2 3. Answering the first sentence of paragraph 3 of the Complaint, Defendant 3 admits that Plaintiffs Koon and Ross bring this action as a class and collective action 4 challenging Defendant’s past overtime payments to mortgage loan officers ("MLOs"). 5 Answering the second sentence of paragraph 3 of the Complaint, Defendant admits that 6 during the class period in this case, certain prior incentive payments to MLOs were not 7 included in their regular rate for purposes of calculating additional overtime 8 compensation. Defendant affirmatively alleges that since long before Plaintiffs Koon and 9 Ross filed the Complaint, Defendant has been recalculating the regular rate of MLOs 10 during the class period in this case for the purpose of effectuating an overtime true-up 11 payment to MLOs for certain prior incentives paid, and Defendant has already begun to One Arizona Center, 400 E. Van Buren, Suite 1900 12 make these overtime true-up payments to MLOs. Except as admitted, Defendant denies Snell & Wilmer Phoenix, Arizona 85004-2202 13 the remaining allegations in paragraph 3. LAW OFFICES 602.382.6000 14 4. Answering paragraph 4 of the Complaint, Defendant admits that during the L.L.P. 15 class period in this case, certain prior incentive payments to MLOs were not included in 16 their regular rate for purposes of calculating additional overtime compensation. Defendant 17 affirmatively alleges that since long before Plaintiffs Koon and Ross filed the Complaint, 18 Defendant has been recalculating the regular rate of MLOs during the class period in this 19 case for the purpose of effectuating an overtime true-up payment to MLOs for certain 20 prior incentives paid, and Defendant has already begun to make these overtime true-up 21 payments to MLOs. Except as admitted, Defendant denies the remaining allegations in 22 paragraph 4. 23 5. Answering paragraph 5 of the Complaint, Plaintiffs attempt to state a legal 24 conclusion to which Defendant is not required to respond. 25 6. Answering paragraph 6 of the Complaint, Defendant admits that Plaintiffs 26 seek the relief stated, but denies that Plaintiffs are entitled to the relief stated. 27 JURISDICTION AND VENUE 28 7. Answering paragraph 7 of the Complaint, Defendant admits that the Court’s 25470849-2-Case 2:16-cv-03939-JWS Document 16 Filed 01/04/17 Page 3 of 14 1 jurisdiction over Plaintiffs’ FLSA claims is proper pursuant to 28 U.S.C. § 1331. 2 8. Answering paragraph 8 of the Complaint, Defendant admits that the Court’s 3 jurisdiction over Plaintiffs’ state law claims is proper pursuant to 28 U.S.C. § 1367. 4 9. Answering paragraph 9 of the Complaint, Defendant admits that venue in 5 this Court is proper. 6 PARTIES 7 10. Answering paragraph 10 of the Complaint, Defendant admits that Plaintiffs 8 Koon and Ross and the purported Class Members are current and former mortgage loan 9 officers employed by Defendant in Arizona. 10 11. Answering the first sentence of paragraph 11 of the Complaint, Defendant 11 lacks knowledge or information sufficient to form a belief as to Thomas H. Koon’s One Arizona Center, 400 E. Van Buren, Suite 1900 12 current residence, and therefore denies the same. Answering the second sentence of Snell & Wilmer Phoenix, Arizona 85004-2202 13 paragraph 11 of the Complaint, Defendant admits. Answering the third sentence of LAW OFFICES 602.382.6000 14 paragraph 11 of the Complaint, Plaintiffs attempt to state a legal conclusion to which L.L.P. 15 Defendant is not required to respond. Furthermore, Exhibit 1 speaks for itself. 16 12. Answering the first sentence of paragraph 12 of the Complaint, Defendant 17 lacks knowledge or information sufficient to form a belief as to Steven J. Ross’ current 18 residence, and therefore denies the same. Answering the second sentence of paragraph 12 19 of the Complaint, Defendant admits. Answering the third sentence of paragraph 12 of the 20 Complaint, Plaintiffs attempt to state a legal conclusion to which Defendant is not 21 required to respond. Furthermore, Exhibit 2 speaks for itself. 22 13. Answering the first sentence of paragraph 13 of the Complaint, Defendant 23 denies that it was established in 1972, and admits that it is owned by its members, who 24 number approximately 138,000. Answering the second sentence of paragraph 13 of the 25 Complaint, Defendant admits that it provides banking, loan and credit card services to its 26 members who enjoy more favorable interest rates and lower fees, but denies that such 27 benefits are solely tied to Defendant’s profitability. 28 14. Answering paragraph 14 of the Complaint, Defendant denies. 25470849-3-Case 2:16-cv-03939-JWS Document 16 Filed 01/04/17 Page 4 of 14 1 15. Answering paragraph 15 of the Complaint, Defendant admits. 2 16. Answering paragraph 16 of the Complaint, the allegation does not provide 3 Defendant sufficient information to admit or deny, so Defendant denies the same. 4 17. Answering paragraph 17 of the Complaint, Defendant denies that all its 5 employees regularly engage in work that involves them in interstate commerce. 6 18. Answering paragraph 18 of the Complaint, Defendant denies. 7 19. Answering paragraph 19 of the Complaint, Defendant admits that it was 8 Thomas H. Koon and Steven J. Ross’ employer. Except as admitted, Defendant denies. 9 CLASS DEFINITIONS 10 20. Answering paragraph 20 of the Complaint, Plaintiffs attempt to state a legal 11 conclusion to which Defendant is not required to respond. One Arizona Center, 400 E. Van Buren, Suite 1900 12 21. Answering paragraph 21 of the Complaint, Plaintiffs attempt to state a legal Snell & Wilmer Phoenix, Arizona 85004-2202 13 conclusion to which Defendant is not required to respond. LAW OFFICES 602.382.6000 14 22. Answering paragraph 22 of the Complaint, Plaintiffs attempt to state a legal L.L.P. 15 conclusion to which Defendant is not required to respond. 16 FACTUAL ALLEGATIONS 17 23. Answering the first sentence of paragraph 23 of the Complaint, Defendant 18 denies. Answering the second sentence of paragraph 23 of the Complaint, Defendant 19 admits that Plaintiffs Koon and Ross and other MLOs performed, among other things, the 20 job duties listed. Except as admitted, Defendant denies. 21 24. Answering paragraph 24 of the Complaint, Defendant admits that Plaintiffs 22 Koon and Ross and other MLOs are or were non-exempt employees of Defendant and are 23 or were paid, among other things, a wage at an hourly rate. Except as admitted, Defendant 24 denies. 25 25. Answering paragraph 25 of the Complaint, Defendant admits that Plaintiffs 26 Koon and Ross and other MLOs either are or were assigned to a specific branch or are or 27 were assigned to multiple branches to "float." Except as admitted, Defendant denies. 28 26. Answering paragraph 26 of the Complaint, Defendant admits that it paid 25470849-4-Case 2:16-cv-03939-JWS Document 16 Filed 01/04/17 Page 5 of 14 1 Plaintiffs Koon and Ross and other MLOs $17.50 per hour, and they were not eligible for 2 annual merit increases in their hourly wage. Except as admitted, Defendant denies. 3 27. Answering the first sentence of paragraph 27 of the Complaint, Defendant 4 admits that it pays or paid Plaintiffs Koon and Ross and other MLOs commissions, also 5 known as incentive compensation. Answering the second sentence of paragraph 27 of the 6 Complaint, Defendants deny, and affirmatively allege that different incentive plans apply 7 to Plaintiffs’ Koon and Ross and other MLOs, depending on the year in question. 8 Answering the third through fifth sentences of paragraph 27 of the Complaint, the 9 allegation does not provide Defendant sufficient information to admit or deny, so 10 Defendant denies the same. 11 28. Answering paragraph 28 of the Complaint, Defendant denies. One Arizona Center, 400 E. Van Buren, Suite 1900 12 29. Answering paragraph 29 of the Complaint, Defendant denies. Snell & Wilmer Phoenix, Arizona 85004-2202 13 30. Answering paragraph 30 of the Complaint, Defendant admits that during the LAW OFFICES 602.382.6000 14 class period in this case, certain prior incentive payments to MLOs were not included in L.L.P. 15 their regular rate for purposes of calculating additional overtime compensation. Defendant 16 affirmatively alleges that since long before Plaintiffs Koon and Ross filed the Complaint, 17 Defendant has been recalculating the regular rate of MLOs during the class period in this 18 case for the purpose of effectuating an overtime true-up payment to MLOs for certain 19 prior incentives paid, and Defendant has already begun to make these overtime true-up 20 payments to MLOs. Except as admitted, Defendant denies. 21 31. Answering paragraph 31 of the Complaint, Defendant admits that it 22 compensated Plaintiffs Koon and Ross and other MLOs at a rate of one-and-a-half times 23 their hourly rate. Defendant admits that during the class period in this case, certain prior 24 incentive payments to MLOs were not included in their regular rate for purposes of 25 calculating additional overtime compensation. Defendant affirmatively alleges that since 26 long before Plaintiffs Koon and Ross filed the Complaint, Defendant has been 27 recalculating the regular rate of MLOs during the class period in this case for the purpose 28 of effectuating an overtime true-up payment to MLOs for certain prior incentives paid, 25470849-5-Case 2:16-cv-03939-JWS Document 16 Filed 01/04/17 Page 6 of 14 1 and Defendant has already begun to make these overtime true-up payments to MLOs. 2 Except as admitted, Defendant denies. 3 32. Answering paragraph 32 of the Complaint, Defendant admits that during the 4 class period in this case, certain prior incentive payments to MLOs were not included in 5 their regular rate for purposes of calculating additional overtime compensation. Defendant 6 affirmatively alleges that since long before Plaintiffs Koon and Ross filed the Complaint, 7 Defendant has been recalculating the regular rate of MLOs during the class period in this 8 case for the purpose of effectuating an overtime true-up payment to MLOs for certain 9 prior incentives paid, and Defendant has already begun to make these overtime true-up 10 payments to MLOs. Except as admitted, Defendant denies. 11 33. Answering paragraph 33 of the Complaint, Defendant denies. One Arizona Center, 400 E. Van Buren, Suite 1900 12 34. Answering paragraph 34 of the Complaint, Defendant denies. Snell & Wilmer Phoenix, Arizona 85004-2202 13 35. Answering paragraph 35 of the Complaint, Defendant denies. LAW OFFICES 602.382.6000 14 COLLECTIVE ACTION ALLEGATIONS L.L.P. 15 36. Answering paragraph 36 of the Complaint, Plaintiffs attempt to state a legal 16 conclusion to which Defendant is not required to respond. 17 37. Answering the first sentence of paragraph 37 of the Complaint, Defendant 18 admits that Plaintiffs brought this action seeking relief on a collective basis under the 19 FLSA, but otherwise Defendant denies. Answering the second sentence of paragraph 37 20 of the Complaint, Defendant denies. 21 38. Answering paragraph 38 of the Complaint, Plaintiffs attempt to state a legal 22 conclusion to which Defendant is not required to respond. 23 39. Answering paragraph 39 of the Complaint, Defendant denies. 24 40. Answering paragraph 40 of the Complaint, Defendant lacks knowledge or 25 information sufficient to form a belief as to the truth of the allegation, and therefore denies 26 the same. 27 41. Answering the first sentence of paragraph 41 of the Complaint, Defendant 28 denies. Answering the second sentence of paragraph 41 of the Complaint, Defendant lacks 25470849-6-Case 2:16-cv-03939-JWS Document 16 Filed 01/04/17 Page 7 of 14 1 knowledge or information sufficient to form a belief as to the truth of the allegation, and 2 therefore denies the same. 3 42. Answering the first through third sentences of paragraph 42 of the 4 Complaint, Defendant denies. Answering the fourth through fifth sentences of paragraph 5 42 of the Complaint, Defendant lacks knowledge or information sufficient to form a belief 6 as to the truth of the allegation, and therefore denies the same. 7 CLASS ACTION ALLEGATIONS 8 43. Answering paragraph 43 of the Complaint, Defendant admits that Plaintiff’s 9 brought this action as an opt-out class action pursuant to Federal Rule of Civil Procedure 10 23, but otherwise denies. 11 44. Answering the first sentence of paragraph 44 of the Complaint, Defendant One Arizona Center, 400 E. Van Buren, Suite 1900 12 denies. Answering the second sentence of paragraph 44 of the Complaint, Defendant lacks Snell & Wilmer Phoenix, Arizona 85004-2202 13 knowledge or information sufficient to form a belief as to the truth of the allegation, and LAW OFFICES 602.382.6000 14 therefore denies the same. L.L.P. 15 45. Answering paragraph 45 of the Complaint, Defendant denies. 16 46. Answering paragraph 46 of the Complaint, Defendant lacks knowledge or 17 information sufficient to form a belief as to the truth of the allegations and therefore 18 denies the same. 19 47. Answering paragraph 47 of the Complaint, Defendant denies. 20 48. Answering paragraph 48 of the Complaint, Defendant denies. 21 49. Answering the first sentence of paragraph 49 of the Complaint, Defendant 22 denies. Answering the second sentence of paragraph 49 of the Complaint, Defendant lacks 23 knowledge or information sufficient to form a belief as to the truth of the allegations and 24 therefore denies the same. 25 50. Answering the first sentence of paragraph 50 of the Complaint, Defendant 26 denies. Answering the second sentence of paragraph 50 of the Complaint, Defendant lacks 27 knowledge or information sufficient to form a belief as to the truth of the allegations and 28 therefore denies the same. 25470849-7-Case 2:16-cv-03939-JWS Document 16 Filed 01/04/17 Page 8 of 14 1 51. Answering paragraph 51 of the Complaint, Defendant lacks knowledge or 2 information sufficient to form a belief as to the truth of the allegation and therefore denies 3 the same. 4 52. Answering paragraph 52 of the Complaint, Defendant lacks knowledge or 5 information sufficient to form a belief as to the truth of the allegations and therefore 6 denies the same. 7 FIRST CAUSE OF ACTION 8 53. Answering paragraph 53 of the Complaint, Defendant incorporates its 9 responses to the prior paragraphs of the Complaint as if fully set forth herein. 10 54. Answering paragraph 54 of the Complaint, Plaintiffs attempt to state a legal 11 conclusion to which Defendant is not required to respond. One Arizona Center, 400 E. Van Buren, Suite 1900 12 55. Answering paragraph 55 of the Complaint, Defendant admits that Plaintiffs Snell & Wilmer Phoenix, Arizona 85004-2202 13 Koon and Ross and other MLOs are covered employees under the FLSA. LAW OFFICES 602.382.6000 14 56. Answering paragraph 56 of the Complaint, Defendant admits that it is a L.L.P. 15 covered employer under the FLSA. 16 57. Answering paragraph 57 of the Complaint, Defendant admits that during the 17 class period in this case, certain prior incentive payments to MLOs were not included in 18 their regular rate for purposes of calculating additional overtime compensation. Defendant 19 affirmatively alleges that since long before Plaintiffs Koon and Ross filed the Complaint, 20 Defendant has been recalculating the regular rate of MLOs during the class period in this 21 case for the purpose of effectuating an overtime true-up payment to MLOs for certain 22 prior incentives paid, and Defendant has already begun to make these overtime true-up 23 payments to MLOs. Except as admitted, Defendant denies the remaining allegations in 24 paragraph 57. 25 58. Answering paragraph 58 of the Complaint, Defendant denies. 26 59. Answering paragraph 59 of the Complaint, Defendant denies. 27 60. Answering paragraph 60 of the Complaint, Defendant denies. 28 61. Answering paragraph 61 of the Complaint, Defendant denies. 25470849-8-Case 2:16-cv-03939-JWS Document 16 Filed 01/04/17 Page 9 of 14 1 SECOND CAUSE OF ACTION 2 62. Answering paragraph 62 of the Complaint, Defendant incorporates its 3 responses to the prior paragraphs of the Complaint as if fully set forth herein. 4 63. Answering paragraph 63 of the Complaint, Defendant denies. 5 64. Answering paragraph 64 of the Complaint, Defendant admits that it is an 6 employer under the Arizona Wage Act, and that Plaintiffs Koon and Ross and other 7 MLOs are or were employees under the Arizona Wage Act. 8 65. Answering paragraph 65 of the Complaint, Plaintiffs attempt to state a legal 9 conclusion to which Defendant is not required to respond. 10 66. Answering paragraph 66 of the Complaint, Plaintiffs attempt to state a legal 11 conclusion to which Defendant is not required to respond. One Arizona Center, 400 E. Van Buren, Suite 1900 12 67. Answering paragraph 67 of the Complaint, Plaintiffs attempt to state a legal Snell & Wilmer Phoenix, Arizona 85004-2202 13 conclusion to which Defendant is not required to respond. LAW OFFICES 602.382.6000 14 68. Answering paragraph 68 of the Complaint, Plaintiffs attempt to state a legal L.L.P. 15 conclusion to which Defendant is not required to respond. 16 69. Answering paragraph 69 of the Complaint, Plaintiffs attempt to state a legal 17 conclusion to which Defendant is not required to respond. 18 70. Answering paragraph 70 of the Complaint, Defendant admits that during the 19 class period in this case, certain prior incentive payments to MLOs were not included in 20 their regular rate for purposes of calculating additional overtime compensation. Defendant 21 affirmatively alleges that since long before Plaintiffs Koon and Ross filed the Complaint, 22 Defendant has been recalculating the regular rate of MLOs during the class period in this 23 case for the purpose of effectuating an overtime true-up payment to MLOs for certain 24 prior incentives paid, and Defendant has already begun to make these overtime true-up 25 payments to MLOs. Except as admitted, Defendant denies the remaining allegations in 26 paragraph 70. 27 71. Answering paragraph 71 of the Complaint, Defendant denies. 28 72. Answering paragraph 72 of the Complaint, Defendant denies. 25470849-9-Case 2:16-cv-03939-JWS Document 16 Filed 01/04/17 Page 10 of 14 1 THIRD CAUSE OF ACTION 2 73. Answering paragraph 73 of the Complaint, Defendant incorporates its 3 responses to the prior paragraphs of the Complaint as if fully set forth herein. 4 74. Answering paragraph 74 of the Complaint, Plaintiffs attempt to state a legal 5 conclusion to which Defendant is not required to respond. 6 75. Answering paragraph 75 of the Complaint, Defendant admits that Plaintiffs 7 Koon and Ross and other MLOs provided services to Defendant through their 8 employment. 9 76. Answering paragraph 76 of the Complaint, Defendant denies. 10 77. Answering paragraph 77 of the Complaint, Defendant denies. 11 78. Answering paragraph 78 of the Complaint, Defendant denies. One Arizona Center, 400 E. Van Buren, Suite 1900 12 79. Answering paragraph 79 of the Complaint, Defendant denies. Snell & Wilmer Phoenix, Arizona 85004-2202 13 80. Answering paragraph 80 of the Complaint, Defendant denies. LAW OFFICES 602.382.6000 14 81. Defendant denies all allegations not expressly admitted herein. L.L.P. 15 82. Defendant denies that Plaintiffs are entitled to the relief sought in the prayer 16 for relief, or any relief whatsoever. 17 DEFENSES 18 Having answered the allegations, Defendant further pleads the following defenses, 19 some of which are affirmative defenses. 20 1. Plaintiffs’ Complaint, in whole or in part, fails to state a claim upon which 21 relief can be granted as a matter of fact and/or law. 22 2. Plaintiffs’ claims and/or the claims of some or all of the putative members 23 of the purported class or collective, in whole or in part, are barred by the applicable 24 limitations period and/or jurisdictional or procedural prerequisites. 25 3. Some or all of the claims asserted in Plaintiffs’ Complaint are barred 26 by the equitable doctrines of laches, waiver, estoppel, and/or unclean hands. 27 4. Plaintiffs do not state facts sufficient to certify a class or collective 28 pursuant to Rule 23 of the Federal Rules of Civil Procedure or 29 U.S.C. § 216. 25470849-10-Case 2:16-cv-03939-JWS Document 16 Filed 01/04/17 Page 11 of 14 1 5. There is a lack of common issues of fact or law and, accordingly, this action 2 is not properly brought as a class or collective action. 3 6. Plaintiffs are not proper representatives of the class or collective they 4 purport to represent. Accordingly, this action is not properly brought as a class or 5 collective action. 6 7. Plaintiffs’ claims are not typical of the class or collective they purport to 7 represent and, accordingly, this action is not properly brought as a class or collective 8 action. 9 8. Some or all of Plaintiffs’ claims are barred by the doctrine of accord and 10 satisfaction. 11 9. Pursuant to 29 U.S.C. § 259 and other applicable law, all actions by One Arizona Center, 400 E. Van Buren, Suite 1900 12 Defendant with regard to Plaintiffs and any of the putative members of the purported class Snell & Wilmer Phoenix, Arizona 85004-2202 13 or collective were lawful and in good faith compliance with and in reliance on an LAW OFFICES 602.382.6000 14 administrative regulation, order, ruling, approval, interpretation, administrative practice, L.L.P. 15 and/or enforcement policy of the United States Department of Labor and/or the Industrial 16 Commission of Arizona. 17 10. All actions by Defendant were done in good faith and with reasonable 18 grounds to believe that Defendant was in compliance with applicable wage laws. 19 11. Plaintiffs and/or some or all of the members of the alleged group of 20 individuals which Plaintiffs purports to represent, the existence of which is expressly 21 denied, have failed to comply with their legal duty to mitigate their claimed damages, their 22 entitlement to which is expressly denied. 23 12. To the extent Plaintiffs and those they purport to represent claim any 24 untimely or non-payment of wages, or any applicable penalty, all in alleged violation of the 25 Arizona Wage Statute, there exists a reasonable good faith dispute as to the amount of 26 wages due. 27 13. Plaintiffs and the putative members of the purposed class or collective are 28 improperly joined under the Federal Rules of Civil Procedure because their claims do not 25470849-11-Case 2:16-cv-03939-JWS Document 16 Filed 01/04/17 Page 12 of 14 1 arise out of the same transaction or occurrence or series of transactions or occurrences. 2 14. Plaintiffs lack standing to assert any purported cause of action and lack 3 standing to represent the interests of some or all of the putative class or collective 4 members. 5 15. The types of claims alleged by Plaintiffs on behalf of themselves and the 6 group of individuals which they purport to represent, the existence of which are expressly 7 denied, are matters in which individual questions predominate and, accordingly, are not 8 appropriate for collective treatment. 9 16. Some or all of the claims asserted in the Complaint are unsuitable for 10 collective treatment because the prosecution of separate actions by members of the group 11 of individuals Plaintiffs purport to represent, the existence of which are expressly denied, One Arizona Center, 400 E. Van Buren, Suite 1900 12 would not create a risk of adjudications with respect to proposed collective action members Snell & Wilmer Phoenix, Arizona 85004-2202 13 which would as a practical matter be dispositive of the interests of the other proposed LAW OFFICES 602.382.6000 14 collective action members not parties to the adjudications, or substantially impair or L.L.P. 15 impede their ability to protect their interests. 16 17. Some or all of the claims asserted in the Complaint are barred because a 17 collective action is not superior to other available methods for the fair and efficient 18 adjudication of this controversy. 19 18. Plaintiffs and/or the putative members of the purported class or collective are 20 not entitled to recover any civil penalties because, under the circumstances of this case, any 21 such recovery would be unjust or arbitrary. 22 19. The damages claimed by Plaintiffs and/or the members of the alleged group 23 which they purport to represent, the existence of which is expressly denied, are barred to 24 the extent they are speculative in nature. 25 20. Defendant did not commit any oppressive, willful, wanton, fraudulent 26 or malicious act or authorize or ratify any such act with respect to Plaintiffs or any 27 alleged group member, at all times acted in good faith and with reasonable grounds for 28 believing it had complied with the FLSA, and Plaintiffs have failed to plead facts sufficient 25470849-12-Case 2:16-cv-03939-JWS Document 16 Filed 01/04/17 Page 13 of 14 1 to support recovery of such damages. 2 21. Defendant reserves the right to plead, assert and rely on all proper 3 affirmative defenses lawfully available, including those which may be disclosed or 4 discovered through further assertions by Plaintiffs or persons Plaintiffs purport to represent 5 or otherwise through discovery. 6 DEFENDANT’S PRAYER FOR RELIEF 7 WHEREFORE, Defendant prays for judgment against Plaintiffs as follows: 8 a) Denying all relief sought by Plaintiffs and dismissing the Complaint in its 9 entirety with prejudice; 10 b) Awarding Defendant its costs and disbursements associated with this action, 11 including reasonable attorneys’ fees, to the maximum extent allowing by law; and One Arizona Center, 400 E. Van Buren, Suite 1900 12 c) Granting Defendant such other relief this Court deems just and proper. Snell & Wilmer Phoenix, Arizona 85004-2202 13 DATED this 4th day of January, 2017. LAW OFFICES 602.382.6000 14 L.L.P. SNELL & WILMER L.L.P. 15 16 By: s/Jennifer R. Yee 17 Joshua R. Woodard Jennifer R. Yee 18 One Arizona Center 400 E. Van Buren, Suite 1900 19 Phoenix, Arizona 85004-2202 Attorneys for Defendant OneAZ Credit 20 Union, f/k/a Arizona State Credit Union 21 22 23 24 25 26 27 28 25470849-13-Case 2:16-cv-03939-JWS Document 16 Filed 01/04/17 Page 14 of 14 1 CERTIFICATE OF SERVICE 2 I hereby certify that, on January 4, 2017, I electronically transmitted the attached 3 document to the Clerk’s Office using the CM/ECF System for filing and transmittal of a 4 Notice of Electronic Filing to the following CM/ECF registrants: 5 Jeffrey R. Finley Patrick J. Van Zanen 6 Schneider Wallace Cottrell Konecky Wotkyns LLP 8501 North Scottsdale Road, Suite 270 7 Scottsdale, Arizona 85253 8 Carolyn H. Cottrell (Pro Hac Vice to be filed) Nicole N. Coon (Pro Hac Vice to be filed) 9 Schneider Wallace Cottrell Konecky Wotkyns LLP 2000 Powell Street, Suite 1400 10 Emeryville, California 94608 11 Stephen F. Banta Anderson Banta Clarkson PLLC One Arizona Center, 400 E. Van Buren, Suite 1900 12 48 North MacDonald Mesa, Arizona 85201 Snell & Wilmer Phoenix, Arizona 85004-2202 13 LAW OFFICES 602.382.6000 14 L.L.P. s/Jennifer R. Yee 15 16 17 18 19 20 21 22 23 24 25 26 27 28 25470849-14-

INITIAL CASE STATUS REPORT / CASE SCHEDULING & PLANNINGSTATUS REPORT ORDER. Counsel for all parties must meet within 21 days from service of this order for purposes of jointly completing a scheduling and planning report. Within 28 days from service of this order, counsel for plaintiff shall serve and file the parties' report with the court. In the event the parties to this case are already actively engaged in settlement negotiations, counsel for plaintiff shall so advise the court within 7 days following the entry of this order, and shall specify the date by which the parties expect to conclude their settlement negotiations.

Case 2:16-cv-03939-JWS Document 17 Filed 01/11/17 Page 1 of 5 THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA THOMAS H KOON, et al. v. ONEAZ CREDIT UNION Honorable John W. Sedwick 2:16-cv-03939-JWS ORDER FROM CHAMBERS January 11, 2017 INITIAL CASE STATUS REPORT/CASE SCHEDULING & PLANNING Pursuant to Rules 16(b) and 26(f), Federal Rules of Civil Procedure, counsel for all parties must meet within 21 days from service of this order for purposes of jointly completing a scheduling and planning report. The report must conform to the attached form, which is available on the court's public website in Microsoft Word format (see "Judges Information" tab, then "Orders, Forms & Procedures"): http://www.azd.uscourts.gov/judges/judges-orders Within 28 days from service of this order, counsel for plaintiff shall serve and file the parties’ report with the court. In the event the parties to this case are already actively engaged in settlement negotiations, counsel for plaintiff shall so advise the court within 7 days following the entry of this order, and shall specify the date by which the parties expect to conclude their settlement negotiations. Case 2:16-cv-03939-JWS Document 17 Filed 01/11/17 Page 2 of 5 (Attorney’s name) (Firm name) (Street address) (City, State, zip code) (Telephone) (Facsimile) (e-mail address) Attorney for (Party’s name) UNITED STATES DISTRICT COURT DISTRICT OF ARIZONA Plaintiff, No. vs. SCHEDULING AND PLANNING CONFERENCE REPORT Defendant. I. Meeting. In accordance with Rule 26(f), Federal Rules of Civil Procedure, a meeting was held on (date) and was attended by: (Insert attorney’s names and parties represented). As a result of that meeting, the parties recommend the following: II. Disclosures. The information required by Fed. R. Civ. P. 26(a)(1): A. Has been exchanged by the parties. B. Will be exchanged by the parties on or before (Date). C. Preliminary witness lists: 1. Have been exchanged by the parties. 2. Will be exchanged by the parties on or before (Date). III. Contested Issues of Fact and Law. Preliminarily, the parties expect the following issues of fact and/or law to be presented to the court: (insert issues) IV. Discovery Plan. The parties jointly propose to the court the following discovery plan. A. The parties expect that discovery will be needed on the following issues: (insert discovery issues) B. Are there issues about preserving discovery information? Yes No C. Disclosure or discovery of electronically stored information should be handled as follows: (Description of parties’ proposal) Case 2:16-cv-03939-JWS Document 17 Filed 01/11/17 Page 3 of 5 D. Claims of privilege or of protection of trial preparation materials. 1. There is no indication that this will be an issue. 2. The parties have entered into a confidentiality agreement. 3. The parties will submit their proposed confidentiality agreement on or before: (date) E. Expert witnesses shall be identified by each party on or before ________________. Expert disclosures in accordance with Rule 26(a)(2) shall be made: 1. By all parties on or before: (date) 2. By plaintiff(s) on or before: (date) 3. By defendant(s) on or before: (date) 4. Rebuttal reports on or before: (date) F. Supplementation of disclosures and discovery responses under Fed. R. Civ. P. 26(e): 1. _ At intervals of (Number) days; and final supplements will be served and filed 60 days before the close of fact discovery. 2. _ As new information is acquired, but not later than 60 days before the close of fact discovery. G. A final witness list disclosing all lay and expert witnesses whom a party may wish to call at trial will be served and filed: (Date).1 H. Time for completing discovery: 1. _ Fact discovery will be completed on or before: (Date); 2. _ Expert discovery will be completed on or before: (Date); 3. _ All discovery will be completed on or before: (Date). I. Limitations on discovery. 1. The limitations contained in Fed. R. Civ. P. 26(b), 30, and 33 will apply except as indicated below. 2. The maximum number of depositions by each party will not exceed (number). (a) Depositions will not exceed (Number) hours as to any deponent. (b) Depositions will not exceed (Number) hours as to non-party deponents. (c) Depositions will not exceed (Number) hours as to party deponents.2 3. The maximum number of interrogatories posed by each party will not exceed (Number) 1 This date may be more than but not less than 45 days prior to the close of discovery. Only those witnesses disclosed at this time will be permitted to testify at trial. 2 Unless otherwise specified, the court will consider corporate officer, Rule 30(b)(6) witness, and expert witness depositions to be subject to the time limitation applicable to party depositions. Case 2:16-cv-03939-JWS Document 17 Filed 01/11/17 Page 4 of 5 4. The maximum number of requests for admissions posed by each party will not exceed (Number) 5. Other limitations: (insert other limitations) V. Pretrial Motions. A. Are there preliminary motions as to jurisdiction, venue, arbitration, and/or statutes of limitation that should be filed within 60 days. Yes No (If yes, explain) (Explanation) B. Motions subject to Fed. R. Civ. P. 56(b): 1. Will be served and filed within the times specified in the applicable rules. 2. Motions to amend pleadings or add parties will be filed not later than (Date). 3. Motions under the discovery rules will be filed not later than (Date). 4. Motions in limine will be filed not later than (Date). 5. Dispositive motions (including motions for summary judgment) will be filed not later than (Date). VI. Other Provisions: A. The parties do do not request a conference with the court before the entry of a scheduling order. (If the parties do request a conference prior to entry of the order, please explain): (Explanation) B. The parties do do not consent to trial before a magistrate judge. C. The disclosure requirements of Fed. R. Civ. P. 7.1, if applicable: 1. Have been complied with. 2. Compliance will be accomplished on or before (Date) D. Early settlement/alternative dispute resolution. 1. Do the parties request immediate assistance by way of a settlement conference or alternative dispute resolution? Yes No If Yes, explain (Explanation). 2. Do the parties wish to consider private mediation or settlement conference with a judicial officer of this court at a later date? Yes No. E. The scheduling order will make provision for pretrial conferences, certification of the case as ready for trial, and a final pretrial order. VII. Trial. A. The case is expected to take (Number) days to try. B. 1. A jury trial has been demanded. Yes No 2. The right to a jury trial is is not disputed. Case 2:16-cv-03939-JWS Document 17 Filed 01/11/17 Page 5 of 5 VIII. Report Form. A. Have counsel experienced any problem(s) in using this form? Yes No. If yes, explain (Explanation). B. Are there subjects that counsel would like to see added to this form? Yes No. If yes explain (Explanation). Dated: (Signature block(s) for plaintiff’s attorney) (Signature block(s) for defendant’s attorney)

*REPORT of Rule 26(f) Planning Meeting by Thomas H Koon, Steven J Ross. *Modified to correct event on 2/9/2017

Case 2:16-cv-03939-JWS Document 19 Filed 02/08/17 Page 1 of 12 1 Jeffery R. Finley, AZ Bar No. 009683 Patrick J. Van Zanen, AZ Bar No. 021371 2 SCHNEIDER WALLACE COTTRELL 3 KONECKY WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 4 Scottsdale, Arizona 85253 Telephone: (480) 428-0143 5 Facsimile: (866) 505-8036 6 jfinley@schneiderwallace.com pvanzen@schneiderwallace.com 7 Carolyn H. Cottrell Admitted Pro Hac Vice 8 Nicole N. Coon Admitted Pro Hac Vice 9 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 10 2000 Powell Street, Suite 1400 San Francisco, California 94608 11 Telephone: (415) 421-7100 12 Facsimile: (415) 421-7105 ccottrell@schneiderwallace.com 13 ncoon@schneiderwallace.com 14 Attorneys for Plaintiffs, the FLSA Class and Putative Class 15 Additional Counsel on Signature Page 16 17 IN THE UNITED STATES DISTRICT COURT 18 FOR THE DISTRICT OF ARIZONA 19 THOMAS H. KOON and STEVEN J. Case No. 2:16-cv-03939-JWS 20 ROSS, on behalf of themselves and all others similarly situated, SCHEDULING AND PLANNING 21 CONFERENCE REPORT Plaintiffs, 22 vs. 23 ONEAZ CREDIT UNION, F/K/A 24 ARIZONA STATE CREDIT UNION, a state-chartered credit union, 25 Defendants. 26 27 28-1-Case 2:16-cv-03939-JWS Document 19 Filed 02/08/17 Page 2 of 12 1 I. Meeting. In accordance with Rule 26(f), Federal Rules of Civil Procedure, a 2 meeting was held on January 26, 2017 and was attended by: 3  For Plaintiffs, the FLSA Class and Putative Class: Carolyn Hunt Cottrell and 4 Nicole N. Coon 5  For Defendant: Joshua R. Woodard and Jennifer R. Yee 6 As a result of that meeting, the parties recommend the following: 7 II. Disclosures. The information required by Fed. R. Civ. P. 26(a)(1): 8 A. __ Has been exchanged by the parties. 9 B. X Will be exchanged by the parties on or before February 17, 2017. 10 C. Preliminary witness lists: 11 1. __ Have been exchanged by the parties. 12 2. X Will be exchanged by the parties on or before February 17, 2017. 13 III. Contested Issues of Fact and Law. Preliminarily, the parties expect the following 14 issues of fact and/or law to be presented to the court: 15 Plaintiffs’ Position 16 Plaintiffs Thomas H. Koon and Steven J. Ross, on behalf of themselves and other 17 similarly situated mortgage loan officers ("Plaintiffs") bring this lawsuit against 18 Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union ("Defendant" or 19 "OneAZ"), seeking to recover for Defendant’s violations of the Fair Labor Standards Act 20 ("FLSA"), 29 U.S.C. §§ 201, et seq. and Arizona wage and hour laws. Specifically, this is 21 a class action against Defendant to challenge its policies and practices of failing to pay its 22 mortgage loan officers at the proper overtime rate for all overtime hours worked. 23 Plaintiffs and proposed Class members are current and former non-exempt hourly 24 mortgage loan officers of Defendant, who work at Defendant’s branch officers and whose 25 job duties include, but are not limited to the following: originate loan applications; pull 26 credit reports and determine which loan programs applicants qualify for; assist with loan 27 servicing questions; refer business to appropriate business partners; marketing, and assist 28 with loan closing and closing on borrowers’ real property purchases and refinance loans.-2-Case 2:16-cv-03939-JWS Document 19 Filed 02/08/17 Page 3 of 12 1 Plaintiffs bring this lawsuit pursuant to 29 U.S.C. § 216(b) as an FLSA collective action 2 on behalf of the following class of potential opt-in litigants: all current and former 3 mortgage loan officer employees of OneAZ Credit Union who performed work for 4 Defendant in Arizona during the time period three years prior to the filing of the 5 complaint, November 9, 2013, to the present (the "FLSA Class"). Plaintiffs bring this 6 lawsuit for Counts II and III as a class action pursuant to Federal Rule of Civil Procedure 7 23 on behalf of themselves and the following class: all current and former mortgage loan 8 officer employees of OneAZ Credit Union who performed work for Defendant in Arizona 9 during the time period three years prior to the filing of the complaint, November 9, 2013, 10 to the present (the "Arizona Class"). 11 Defendant pays Plaintiffs and proposed Class members an hourly rate as well as 12 commission pay. Plaintiffs’ and Class Members’ commissions comprise a significant 13 portion of their total monthly earnings. Although Plaintiffs and proposed Class Members 14 are scheduled to work 40-hour workweeks, Plaintiffs and Class Members routinely 15 worked or work overtime. However, Defendant suffered and permitted Plaintiffs and 16 Class Members to regularly work more than 40 hours per week without full overtime 17 compensation as required by law. In particular, although Defendant compensates 18 Plaintiffs and Class Members for overtime at a rate of one-and-a-half times their hourly 19 rate, Defendant does not pay Plaintiffs and Class Members an overtime rate calculated 20 based on the commissions they earn. As a consequence of the compensation system 21 established and maintained by Defendant, Plaintiffs and the Class Members are not fully 22 and properly compensated for the overtime they work. Defendant’s practice and policy is 23 accordingly in violation of the FLSA and Arizona law. 24 Defendant’s Position 25 OneAZ Credit Union is a local financial cooperative owned jointly by its members, 26 with profits and benefits shared among them. The Company serves over 130,000 27 members across the state of Arizona, proving financial services such as auto and home 28-3-Case 2:16-cv-03939-JWS Document 19 Filed 02/08/17 Page 4 of 12 1 loans, savings and checking accounts, business lines of credit, and other banking-related 2 services. 3 Plaintiffs Koon and Ross were formerly employed as mortgage loan officers 4 ("MLO"). They were tasked with, among things: 1) developing mortgage loan business 5 through member seminars and calls on realtors, contractors, and other potential sources; 2) 6 interviewing applicants and requesting documents and information for applicants’ loan 7 applications; 3) analyzing applicants’ financial statuses, credit, and property to determine 8 the feasibility of granting a loan; and 4) promoting and cross-selling other OneAZ Credit 9 Union products and services as appropriate to members’ needs. 10 In addition to being paid an hourly wage, Plaintiffs Koon and Ross received 11 commissions, otherwise known as known as incentive compensation. Different incentive 12 plans apply to Plaintiffs Koon and Ross and other MLOs, depending on the year in 13 question. Plaintiffs Koon and Ross were compensated for any overtime worked at a rate of 14 one-and-a-half times their hourly rate. During the class period in this case, certain prior 15 incentive payments to MLOs were not included in their regular rate for purposes of 16 calculating additional overtime compensation. However, since long before Plaintiffs Koon 17 and Ross filed the Complaint, OneAZ Credit Union has been recalculating the regular rate 18 of MLOs during the class period in this case for the purpose of effectuating an overtime 19 true-up payment to MLOs for certain prior incentives paid, and OneAZ Credit Union 20 already began to make these overtime true-up payments to MLOs, plus an equal amount 21 as liquidated damages. 29 U.S.C. § 216(b). OneAZ Credit Union’s conduct was not 22 willful, and thus the applicable limitations period is two years. 29 U.S.C. § 255(a). OneAZ 23 Credit Union has already provided this information, and spreadsheets showing its 24 calculation of overtime true-up payments to MLOs, to Plaintiffs’ counsel. OneAZ Credit 25 Union denies that this action is properly brought as a class or collective action pursuant to 26 Rule 23 of the Federal Rules of Civil Procedure or 29 U.S.C. § 216. 27 IV. Discovery Plan. The parties jointly propose to the court the following discovery 28 plan.-4-Case 2:16-cv-03939-JWS Document 19 Filed 02/08/17 Page 5 of 12 1 A. The parties expect that discovery will be needed on the following issues: 2 Plaintiffs’ Position 3 Plaintiffs intend to propound written discovery and to take the depositions of 4 witnesses who have knowledge regarding the issues implicated in this lawsuit. Plaintiffs 5 assert that class-wide discovery, including, without limitation, a class list and discovery 6 regarding class-wide policies and practices (Defendant’s overtime policies and 7 procedures, Defendant’s compensation, wage payment, wage statement, and timekeeping 8 policies and procedures), and class data and/or documentation including timekeeping and 9 payroll information, is necessary and appropriate not only to prepare for certification but 10 also for establishing liability. Plaintiffs intend to focus their initial discovery on facts to 11 establish the criteria for class certification. Plaintiffs do not believe that there is any need 12 to bifurcate discovery between class certification and merits issues. The Ninth Circuit has 13 held that it is reversible error to deny discovery prior to class certification. Doninger v. 14 Pac. Nw. Bell, Inc., 564 F.2d 1304, 1312 (9th Cir. 1977). Further, it is well-settled that 15 merits-based issues inevitably overlap with class certification issues in discovery. See, 16 e.g., Gray v. First Winthrop Corp., 133 F.R.D. 39, 41 (N.D. Cal. 1990) ("Discovery 17 relating to class certification is closely enmeshed with merits discovery, and in fact cannot 18 be meaningfully developed without inquiry into basic issues of the litigation"). 19 Defendant’s Position 20 In the interest of facilitating settlement discussions, OneAZ Credit Union has 21 already provided Plaintiffs’ counsel with detailed spreadsheets with the names of current 22 and former MLOs during the applicable class period, their hours worked, amounts paid to 23 date (regular and overtime), incentives paid to date, and the Credit Union’s calculations 24 and amounts of the overtime true-up payments. The parties are engaged in a dialogue 25 regarding the spreadsheets and calculations of the Credit Union’s overtime true-up 26 payments. Any further discovery should be limited to verifying OneAZ Credit Union’s 27 overtime true-up calculations and payment amounts. 28-5-Case 2:16-cv-03939-JWS Document 19 Filed 02/08/17 Page 6 of 12 1 In the event that the parties cannot agree on OneAZ Credit Union’s overtime true-2 up calculations and payment amounts, further discovery should be limited to focus only 3 on the discovery needed for Plaintiffs to establish class certification, before discovery on 4 issues pertaining to liability. 5 B. Are the issues about preserving discovery information? __ Yes X No 6 C. Disclosure or discovery of electronically stored information should be 7 handled as follows: At this time, the Parties are not aware of any issues concerning the 8 disclosure and discovery of electronically-stored information. 9 D. Claims of privilege or of protection of trial preparation materials. 10 1. X There is no indication that this will be an issue 11 2. __ The parties have entered into a confidentiality agreement. 12 3. __ The parties will submit their proposed confidentiality agreement 13 on or before: (Date) 14 E. Expert witnesses shall be identified by each party on or before ______. 15 Expert disclosures in accordance with Rule 26(a)(2) shall be made: 16 1. __ By all parties on or before: (Date) 17 2. __ By plaintiff(s) on or before: (Date) 18 3. __ By defendant(s) on or before: (Date) 19 4. __ Rebuttal reports on or before: (Date) 20 Plaintiffs’ Position 21 Plaintiffs do not believe a date for the disclosure of expert witnesses is necessary at 22 this time. The scope of expert witness testimony needed at a trial in this matter will be 23 determined largely by the Court’s ruling on class certification. Once this ruling is made, 24 the Parties will be in a better position to enumerate a timeline for disclosure of expert 25 witnesses. 26 Should the Parties find expert witness testimony and/or reports necessary to 27 support or oppose the motion for class certification, the Parties will mutually agree upon a 28-6-Case 2:16-cv-03939-JWS Document 19 Filed 02/08/17 Page 7 of 12 1 date by which such designation of expert witnesses and exchange of expert reports will be 2 completed. 3 For certification purposes, Plaintiff proposes that Expert witnesses shall be 4 identified by each party on or before June 9, 2017. Expert disclosures in accordance with 5 Rule 26(a)(2) shall be made: 6 1. __ By all parties on or before: (Date) 7 2. X By plaintiff(s) on or before: July 21, 2017 8 3. X By defendant(s) on or before: August 18, 2017 9 4. X Rebuttal reports on or before: September 8, 2017 10 Defendant’s Position 11 Defendant agrees with Plaintiff’s proposed expert deadlines above. 12 F. Supplementation of disclosures and discovery responses under Fed. R. Civ. 13 P. 26(e): 14 1. __ At intervals of (Number) days; and final supplements will be 15 served and filed 60 days before the close of fact discovery. 16 2. X As new information is acquired, but not later than 60 days before 17 the close of fact discovery. 18 G. A final witness list disclosing all lay and expert witnesses whom a party 19 may wish to call at trial will be served and filed: 45 days prior to the close of discovery.1 20 H. Time for completing discovery: 21 Plaintiffs propose September 15, 2017 as the last date for a hearing on certification. 22 Based on this deadline, Plaintiffs proposes the following discovery deadline: 23 1. X Fact discovery will be completed on or before: January 16, 2018; 24 2. X Expert discovery will be completed on or before: February 16, 25 2018; 26 3. X All discovery will be completed on or before: February 16, 2018. 27 1 28 This date may be more than but not less than 45 days prior to the close of discovery. Only those witnesses disclosed at this time will be permitted to testify at trial.-7-Case 2:16-cv-03939-JWS Document 19 Filed 02/08/17 Page 8 of 12 1 Defendant agrees with Plaintiffs’ proposed deadlines in this section. 2 I. Limitations on discovery. 3 1. X The limitations contained in Fed. R. Civ. P. 26(b), 30, and 33 will 4 apply except as indicated below. 5 2. __ The maximum number of depositions by each party will not 6 exceed N/A. Plaintiff may require more than ten depositions. 7 (a) Depositions will not exceed 7 hours as to any deponent, with 8 the exception of 30(b)(6) deponents addressing more than five topics. 9 (b) Depositions will not exceed 7 hours as to non-party deponents. 10 (c) Depositions will not exceed 7 hours as to party deponents.2 11 3. X The maximum number of interrogatories posed by each party will 12 not exceed 25 including subparts for each side. 13 4. X The maximum number of requests for admissions posed by each 14 party will not exceed 25 including subparts for each side. 15 5. __ Other limitations: N/A. 16 V. Pretrial Motions. 17 A. __ Are there preliminary motions as to jurisdiction, venue, arbitration, 18 and/or statutes of limitation that should be filed within 60 days. X Yes 19 ___ No (If yes, explain) Plaintiffs intend to file a motion for conditional certification 20 pursuant to § 216(b) of the Fair Labor Standards Act. 21 B. X Motions subject to Fed. R. Civ. P. 56(b); 22 1. X Will be served and filed within the times specified in the 23 applicable rules. 24 2. X Motions to amend pleadings or add parties will be filed not later 25 than March 17, 2017 (Defendant has confirmed that the proper defendant is 26 named). 27 2 28 Unless otherwise specified, the court will consider corporate officer, Rule 30(b)(6) witness, and expert witness depositions to be subject to the time limitation applicable to party depositions.-8-Case 2:16-cv-03939-JWS Document 19 Filed 02/08/17 Page 9 of 12 1 3. __ Motions under the discovery rules will be filed not later than 2 February 16, 2018. 3 4. X Motions in limine will be filed not later than 5 days before Joint 4 Pretrial Order is due. 5 5. __ Dispositive motions (including motions for summary judgment) 6 will be filed not later than March 20, 2018 (30 days after the close of discovery). 7 VI. Other Provisions. 8 A. The parties __ do X do not request a conference with the court before the 9 entry of a scheduling order. (If the parties do request a conference prior to entry of 10 the order, please explain): 11 (Explanation) 12 B. The parties __ do X do not consent to trial before a magistrate judge. 13 C. The disclosure requirements of Fed. R. Civ. P. 7.1, if applicable: 14 1. X Have complied with. 15 2. __ Compliance will be accomplished on or before (Date). 16 D. Early settlement/alternative dispute resolution. 17 1. __ Do the parties request immediate assistance by way of a 18 settlement conference or alternative dispute resolution? X Yes __ No. The Parties 19 would like to be referred to a Magistrate Judge for settlement conference with the 20 settlement conference to be conducted by February 24, 2017. 21 2. __ Do the parties wish to consider private mediation or settlement 22 conference with a judicial officer of this court at a later date? __ Yes X No. 23 E. The scheduling order will make provision of pretrial conferences, 24 certification of the case as ready for trial, and a final pretrial order. 25 VII. Trial. 26 A. The case is expected to take (Number) 5-10 days to try. 27 B. 1. A jury trial has been demanded? X Yes __ No. 28 2. The right to a jury trial __ is X is not disputed.-9-Case 2:16-cv-03939-JWS Document 19 Filed 02/08/17 Page 10 of 12 1 VIII. Report Form. 2 A. __Have counsel experienced any problem(s) in using this form?_Yes X No. 3 If yes, explain (Explanation). 4 B. __ Are there subjects that counsel would like to see added to this form? 5 __ Yes X No. If Yes, explain (Explanation). 6 Dated: February 8, 2017 Respectfully Submitted, 7 8/s/Nicole N. Coon 9 Carolyn H. Cottrell Admitted Pro Hac Vice 10 Nicole N. Coon Admitted Pro Hac Vice SCHNEIDER WALLACE COTTRELL 11 KONECKY WOTKYNS LLP 2000 Powell Street, Suite 1400 12 San Francisco, California 94608 Telephone: (415) 421-7100 13 Facsimile: (415) 421-7105 14 ccottrell@schneiderwallace.com ncoon@schneiderwallace.com 15 16 Patrick J. Van Zanen, AZ Bar No. 021371 Jeffery R. Finley, AZ Bar No. 009683 17 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 18 8501 North Scottsdale Road, Suite 270 Scottsdale, Arizona 85253 19 Telephone: (480) 428-0143 20 Facsimile: (866) 505-8036 pvanzanen@schneiderwallace.com 21 jfinley@schneiderwallace.com 22 Stephen F. Banta 23 ANDERSON BANTA CLARKSON PLLC 48 North MacDonald 24 Mesa, Arizona 85201 Telephone: (480) 707-2835 25 Facsimile: (480) 522-3649 26 sbanta@abclawgroup.com 27 Attorneys for Plaintiffs, the FLSA Class and Putative Class 28-10-Case 2:16-cv-03939-JWS Document 19 Filed 02/08/17 Page 11 of 12 1 Dated: February 8, 2017 2 3 By: s/Jennifer R. Yee Joshua R. Woodard 4 Jennifer R. Yee SNELL & WILMER L.L.P. 5 One Arizona Center 400 E. Van Buren, Suite 1900 6 Phoenix, Arizona 85004-2202 Attorneys for Defendant OneAZ Credit 7 Union, f/k/a Arizona State Credit Union 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28-11-Case 2:16-cv-03939-JWS Document 19 Filed 02/08/17 Page 12 of 12 SIGNATURE ATTESTATION 1 2 The e-filing attorney hereby attests that concurrence in the content of the document and 3 authorization to file the document has been obtained from each of the other signatories 4 indicated by a conformed signature (/s/) within this e-filed document 5 Dated: February 8, 2017/s/Nicole N. Coon 6 Nicole N. Coon 7 8 9 CERTIFICATE OF SERVICE 10 I hereby certify that I electronically filed the foregoing document(s) with the Clerk of 11 the Court for the United States District Court, District of Arizona by using the Court’s 12 CM/ECF system on February 8, 2017. 13 I certify that all participants in the case are registered CM/ECF users and that service 14 will be accomplished by the Court’s CM/ECF system. 15 16/s/Nicole N. Coon___________ 17 Nicole N. Coon 18 19 20 21 22 23 24 25 26 27 28 Certificate of Service Koon and Ross v. OneAZ Credit Union. – Case No. 2:16-cv-03939-JWS 12

NOTICE of Service of Discovery filed by OneAZ Credit Union.

Case 2:16-cv-03939-JWS Document 20 Filed 02/17/17 Page 1 of 3 1 Joshua R. Woodard (#015592) Jennifer R. Yee (#029651) 2 SNELL & WILMER L.L.P. One Arizona Center 3 400 E. Van Buren, Suite 1900 Phoenix, Arizona 85004-2202 4 Telephone: 602.382.6000 Facsimile: 602.382.6070 5 E-Mail: jwoodard@swlaw.com jryee@swlaw.com 6 Attorneys for Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union 7 8 IN THE UNITED STATES DISTRICT COURT 9 FOR THE DISTRICT OF ARIZONA 10 11 Thomas H. Koon and Steven J. Ross, on One Arizona Center, 400 E. Van Buren, Suite 1900 12 behalf of themselves and all others similarly No. 2:16-cv-03939-JWS situated, Snell & Wilmer Phoenix, Arizona 85004-2202 13 DEFENDANT’S NOTICE OF Plaintiffs, SERVICE OF ITS INITIAL LAW OFFICES 602.382.6000 14 DISCLOSURE STATEMENT L.L.P. v. 15 OneAZ Credit Union, f/k/a Arizona State 16 Credit Union, a state-chartered credit union, 17 Defendant. 18 19 Defendant OneAZ Credit Union f/k/a Arizona State Credit Union hereby gives 20 notice that on February 17, 2017, a true and correct copy of OneAZ Credit Union’s Rule 21 26(a)(1) Initial Disclosures were served upon Plaintiffs’ counsel of record via First Class 22 U.S. Mail. 23///24///25 26 27 28 25802853 Case 2:16-cv-03939-JWS Document 20 Filed 02/17/17 Page 2 of 3 1 DATED this 17th day of February, 2017. 2 SNELL & WILMER L.L.P. 3 4 By: s/Jennifer R. Yee Joshua R. Woodard 5 Jennifer R. Yee One Arizona Center 6 400 E. Van Buren, Suite 1900 Phoenix, Arizona 85004-2202 7 Attorneys for Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union 8 9 10 11 One Arizona Center, 400 E. Van Buren, Suite 1900 12 Snell & Wilmer Phoenix, Arizona 85004-2202 13 LAW OFFICES 602.382.6000 14 L.L.P. 15 16 17 18 19 20 21 22 23 24 25 26 27 28 25802853-2-Case 2:16-cv-03939-JWS Document 20 Filed 02/17/17 Page 3 of 3 1 CERTIFICATE OF SERVICE 2 I hereby certify that, on February 17, 2017, I electronically transmitted the attached 3 document to the Clerk’s Office using the CM/ECF System for filing and transmittal of a 4 Notice of Electronic Filing to the following CM/ECF registrants: 5 Jeffrey R. Finley Patrick J. Van Zanen 6 Schneider Wallace Cottrell Konecky Wotkyns LLP 8501 North Scottsdale Road, Suite 270 7 Scottsdale, Arizona 85253 8 Carolyn H. Cottrell Nicole N. Coon 9 Schneider Wallace Cottrell Konecky Wotkyns LLP 2000 Powell Street, Suite 1400 10 Emeryville, California 94608 11 Stephen F. Banta Anderson Banta Clarkson PLLC One Arizona Center, 400 E. Van Buren, Suite 1900 12 48 North MacDonald Mesa, Arizona 85201 Snell & Wilmer Phoenix, Arizona 85004-2202 13 Attorneys for Plaintiffs LAW OFFICES 602.382.6000 14 L.L.P. s/Jennifer R. Yee 15 16 17 18 19 20 21 22 23 24 25 26 27 28 25802853-3-

NOTICE of Service of Discovery filed by Thomas H Koon, Steven J Ross.

Case 2: 16-cy-03939-JWS Document 21 Filed 02/20/17 Page 1 of 2 O 00 a un A w N – Jeffery R. Finley, AZ Bar No. 009683 Patrick J. Van Zanen, AZ Bar No. 021371 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 Scottsdale, Arizona 85253 Telephone: (480) 428-0143 Facsimile: (866) 505-8036 jfinley@schneiderwallace.com pvanzen@schneiderwallace.com Carolyn H. Cottrell Admitted Pro Hac Vice Nicole N. Coon Admitted Pro Hac Vice SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 2000 Powell Street, Suite 1400 San Francisco, California 94608 Telephone: (415) 421-7100 Facsimile: (415) 421-7105 ccottrell@schneiderwallace.com ncoon@schneiderwallace.com 12 13 14 15 Attorneys for Plaintiffs, the FLSA Class and Putative Člass Additional Counsel on Signature Page 16 17 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA 18 Case No. 2: 16-cv-03939-Jws 20 THOMAS H. KOON and STEVEN J. ROSS, on behalf of themselves and all others similarly situated, 21 Plaintiffs, NOTICE OF SERVICE OF PLAINTIFFS' INITIAL DISCLOSURES PURSUANT TO FED. R. CIV. P. 26 (a) (1) AND PRELIMINARY WITNESS LIST vs. ONEAZ CREDIT UNION, F/KA ARIZONA STATE CREDIT UNION, a state-chartered credit union, Defendants. Judge: John W. Sedwick Filed: November 14, 2016 26 28 NOTICE OF SERVICE OF PLAINTIFFS' INITIAL DISCLOSURES PURSUANT TO FED. R. CIV. P. 26 (A) (1) AND PRELIMINARY WITNESS LIST Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2: 16-cv-03939-JWS Case 2: 16-cy-03939-JWS Document 21 Filed 02/20/17 Page 2 of 2 O 60 N a u A w N – NOTICE OF SERVICE I, Scott Gordon, declare the following: I am over the age of eighteen years and not a party to the within entitled action. I am employed at Schneider Wallace Cottrell Konecky Wotkyns LLP located at 2000 Powell Street, Suite 1400, Emeryville, Calilfornia. On February 20, 2017, I served the following document described as PLAINTIFFS' INITIAL DISCLOSURES PURSUANT TO FED. R. CIV. P. 26 (a) (1) AND PRELIMINARY WITNESS LIST On: 1, Joshua R. Woodard Jennifer R. Yee SNELL & WILMER L. L. P. One Arizona Center 400 E. Van Buren, Suite 1900 Phoenix, Arizona 85004-2202 Stephen F. Banta ANDERSON BANTA CLARKSON PLLC 48 North MacDonald Mesa, Arizona 85201 Attorneys for Plaintiffs, the FLSA Class and Putative Člass 12 A W Attorneys for Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union 15 16 11 18 I BY OVERNIGHT DELIVERY: I placed a true copies thereof enclosed in sealed envelopes. I deposited such envelopes for collection and delivery by FedEx overnight delivery service with delivery fees paid or provided for in accordance with ordinary business practices. I am " readily familiar with the firm's practice of collection and processing packages for overnight delivery by FedEx. They are deposited with a facility regularly maintained by FedEx for receipt on the same day in the ordinary course of business. 19 I declare under penalty of perjury under the laws of the United States that the foregoing s true and correct. Executed on February 20, 2017, at South San Francisco, CA. 24 En H 26 Scott Gordon 27 NOTICE OF SERVICE OF PLAINTIFFS' INITIAL DISCLOSURES PURSUANT TO FED. R. CIV. P. 26 (A) (1) AND PRELIMINARY WITNESS LIST Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2: 16-cv-03939-JWS

SCHEDULING AND PLANNING ORDER: Discovery due by 2/16/2018. Dispositive motions due by 3/20/2018. See PDF document for all other deadlines. Signed by Judge John W Sedwick on 3/2/17.

Case 2:16-cv-03939-JWS Document 22 Filed 03/02/17 Page 1 of 9 UNITED STATES DISTRICT COURT DISTRICT OF ARIZONA THOMAS H. KOON, et al.,)) Plaintiffs,)) vs.) 2:16-cv-03939-JWS) ONEAZ CREDIT UNION, f/k/a) ARIZONA STATE CREDIT UNION,) a state-chartered credit) UNION,))) Defendant.)) SCHEDULING AND PLANNING ORDER I. Meeting of Counsel Based upon information available to the court through a status report completed by the parties pursuant to Rules 16 and 26(f), Federal Rules of Civil Procedure, and, if one was held, the scheduling and planning conference, this order for the pretrial development of the case is entered pursuant to Rule 16(b), Federal Rules of Civil Procedure. II. Pre-Discovery Disclosures The information required by Rule 26(a)(1), Federal Rules of Civil Procedure: A. Has been exchanged by the parties. B. X Shall be exchanged by the parties on or before March 10, 2017. Case 2:16-cv-03939-JWS Document 22 Filed 03/02/17 Page 2 of 9 C. Preliminary witness lists: 1. Have been exchanged by the parties. 2. X Shall be exchanged by the parties on or before March 10, 2017. Counsel for each party must contemporaneously prepare and maintain a written record of all disclosures and supplementation of disclosures or responses made to requests for discovery under Rule 26(a) and (e), Federal Rules of Civil Procedure. Unless required in support of a motion or by order of the court, disclosures and supplemental disclosures are not to be filed with the court. III. Contested Issues of Fact and Law A. X Nothing further is required. B. The parties have either failed to submit a preliminary statement of issues or have submitted an unsatisfactory preliminary statement of issues. The parties shall meet, prepare, and file a satisfactory preliminary joint statement of issues on or before. IV. Discovery Plan Discovery shall be conducted in accordance with Rules 26 through 37 of the Federal Rules of Civil Procedure and the discovery plan contained in the status report of the parties except as otherwise provided below. Case 2:16-cv-03939-JWS Document 22 Filed 03/02/17 Page 3 of 9 A. Issues requiring discovery. 1. X Nothing further is required. 2. The parties have not submitted a statement of issues requiring discovery. The parties shall meet, prepare, and file that statement on or before. B. Preserving discovery information. 1. X There is no indication that this will be an issue. 2. [Other] C. Discovery or disclosure of electronically stored information shall be handled as follows: 1. The parties may proceed as they have proposed. 2. X There is no indication that this will be an issue. D. Claims of privilege or protection of trial preparation materials shall be handled as follows: 1. X There is no indication that this will be an issue. 2. The parties have entered into a confidentiality agreement. 3. The parties shall submit their proposed confidentiality agreement on or before. Case 2:16-cv-03939-JWS Document 22 Filed 03/02/17 Page 4 of 9 E. Plaintiffs do not believe a date for the disclosure of expert witnesses is necessary at this time. The scope of expert witness testimony needed at a trial in this matter will be determined largely by the Court’s ruling on class certification. For certification purposes, Plaintiff and defendants agree on the following schedule. Expert witnesses shall be identified by each party on or before June 9, 2017. Expert witness disclosures in accordance with Rule 26(a)(2) shall be made: 1. By all parties on or before 2. X By plaintiff on or before July 21, 2017. 3. X By defendants on or before August 18, 2017. 4. X Rebuttal reports on or before September 8, 2017. F. Disclosures and discovery responses shall be supplemented in accordance with Rule 26(e): 1. At intervals of days; and final supplementations shall be served and filed 60 days before the close of fact discovery. 2. X As new information is acquired, but not later than 60 days before the close of discovery. The disclosures required by Rule 26(a)(3), to the extent not covered by this order, will be addressed by the court in an Order Case 2:16-cv-03939-JWS Document 22 Filed 03/02/17 Page 5 of 9 for Pretrial Proceedings and Final Pretrial Conference, which the court will issue concurrent with setting this case for trial. G. A final witness list, disclosing all lay and expert witnesses whom a party may wish to call at trial, shall be served and filed not later than: November 30, 20171. Only those witnesses disclosed in a timely filed witness list will be permitted to testify at trial. H. Discovery shall be scheduled so as to be completed by: 1. X As to all fact discovery, on or before January 16, 2018. 2. X As to all expert discovery, on or before February 16, 2018. 3. X As to all discovery, on or before February 16, 2018. If discovery is not completed by the date or dates above specified, counsel may stipulate to a single continuance of no more than two months for the completion of same, provided that any such stipulation shall state precisely what discovery remains and when it will be accomplished.2 A discovery conference must be requested if more time is required to complete such discovery. 1 This date may be more than, but not less than 45 days prior to the close of discovery. Only those witnesses disclosed at this time will be permitted to testify at trial. 2 Such a stipulation does not require court approval. Case 2:16-cv-03939-JWS Document 22 Filed 03/02/17 Page 6 of 9 I. The following limitations on discovery are imposed: 1. X The limitations set forth in Federal Rules of Civil Procedure 26(b), 30, and 33 apply, except as indicated below. 2. The maximum number of depositions by each party shall not exceed. (a) X Depositions shall not exceed seven (7) hours as to any deponent. (b) X Depositions shall not exceed seven (7) hours as to non-party deponents. (c) X Depositions shall not exceed seven (7) hours as to party3 deponents. 3. X The maximum number of interrogatories posed by each party shall not exceed twenty-five (25, including subparts for each side. 4. X The maximum number of requests for admissions posed by each party shall not exceed twenty-five (25), including subparts for each side. 3 Unless otherwise specified, the court will consider corporate officer, Rule 30(b)(6) witness, and expert witness depositions to be subject to the time limitation applicable to party depositions. Case 2:16-cv-03939-JWS Document 22 Filed 03/02/17 Page 7 of 9 5. [Other limitations:] V. Pretrial Motions A. Preliminary motions as to jurisdiction, venue, arbitration, and/or statutes of limitation shall be served and filed not later than: 1. Not applicable. 2. X Plaintiffs indicate they intend to file a motion for conditional certification pursuant to § 216(b) of the Fair Labor Standards Act. If filed, such motion will be due on or before July 10, 2017. B. Motions to amend, motions under the discovery rules, motions in limine, and dispositive motions: 1. X shall be served and filed not later than the times specified by Rule 56(b), Federal Rules of Civil Procedure, except as indicated below. 2. X Motions to amend pleadings or add parties shall be served and filed not later than March 17, 2017. 3. X Motions under the discovery rules shall be served and filed not later than February 16, 2018. 4. X Motions in limine shall be served and filed not later than April 16, 2018. Case 2:16-cv-03939-JWS Document 22 Filed 03/02/17 Page 8 of 9 5. X Dispositive motions shall be served and filed not later than March 20, 2018. VI. Further Pretrial Proceedings A. X The parties have not requested a scheduling conference with the court. B. X The parties have not consented to all further proceedings in this case being before a United States magistrate judge. C. With reference to the disclosure requirements of Rule 7.1, Federal Rules of Civil Procedure: 1. X The parties are in compliance. 2. Compliance shall be accomplished on or before. D. The parties request immediate assistance for a settlement conference with a magistrate judge. E. The court will schedule a pretrial conference for purposes of considering matters set out in Rule 16(c)(2), Federal Rules of Civil Procedure, upon the request of the parties. The court will call upon the parties to certify the case ready for trial when the times specified for discovery and motion practice have expired. The court will issue an order governing final preparation for trial and scheduling a final pretrial conference when the case has been certified ready for trial. F. In the event that the parties have completed discovery before the discovery close date set in this scheduling and Case 2:16-cv-03939-JWS Document 22 Filed 03/02/17 Page 9 of 9 planning order, and if no dispositive motions are then pending or are to be filed by a party, counsel may jointly file a certificate that the case is ready for trial. When the time allowed for discovery and motion practice has passed and all pending dispositive motions have been ruled upon, the court will call upon the parties to certify the case ready for trial. VII. Trial It is estimated that this case will require seven (7) days for trial by jury. If requested, the right to a jury trial is not disputed. DATED this 2nd dy of March 2017./s/JOHN W. SEDWICK SENIOR JUDGE, UNITED STATES DISTRICT COURT

ORDER FROM CHAMBERS: In their Scheduling and Planning Conference Report at docket {{19}}, the parties requested an immediate settlement conference. The clerk will please assign a magistrate judge from this district to hold a settlement conference as soon as reasonably possible.

Case 2:16-cv-03939-JWS Document 23 Filed 03/02/17 Page 1 of 1 UNITED STATES DISTRICT COURT DISTRICT OF ARIZONA Thomas H. Koon, et al. v. Oneaz Credit Union, f/k/a Arizona State Credit Union Honorable John W. Sedwick March 2, 2017 Order from Chambers 2:16-cv-03939-JWS ____________________________________________________________________ In their Scheduling and Planning Conference Report at docket 19, the parties requested an immediate settlement conference. The clerk will please assign a magistrate judge from this district to hold a settlement conference as soon as reasonably possible. ________________

ORDER Settlement Conference set for 4/20/2017 at 09:30 AM in Courtroom 303, 401 West Washington Street, Phoenix, AZ 85003 before Magistrate Judge Michelle H Burns. See PDF for details. Signed by Magistrate Judge Michelle H Burns on 3/14/17.

Case 2:16-cv-03939-JWS Document 24 Filed 03/15/17 Page 1 of 7 1 2 3 4 5 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE DISTRICT OF ARIZONA 8 9 Thomas H. Koon, et al.,) No. CV-16-3939-PHX-JWS) 10 Plaintiffs,) SETTLEMENT CONFERENCE ORDER) 11 v.)) 12 OneAZ Credit Union, f/k/a Arizona State) Credit Union, a state-chartered credit) 13 union,)) 14 Defendants.) _________________________________) 15 16 This case has been referred to United States Magistrate Judge Michelle H. Burns for 17 a Settlement Conference. 18 ALL PARTIES MUST READ AND COMPLY WITH THE INSTRUCTIONS OF THIS ORDER 19 The purpose of the Settlement Conference is to facilitate settlement of this case, if 20 that is appropriate. It will be conducted in such a manner as not to prejudice any party in the 21 event a settlement is not reached. To that end, the offer and demand, or any communication 22 relayed to the undersigned in confidence will be kept confidential and will not be disclosed 23 to any adverse party absent express consent to do so. Rule 408, Federal Rules of Evidence, 24 applies to all aspects of the Settlement Conference. All communications and information 25 exchanged, to include settlement conference memorandum, in and during the settlement 26 process, not otherwise discoverable, will not be admissible in evidence for any purpose and 27 shall not be used for any purpose outside the Settlement Conference itself. At the conclusion 28 of the Settlement Conference, all documents submitted and exchanged by the parties shall Case 2:16-cv-03939-JWS Document 24 Filed 03/15/17 Page 2 of 7 1 be returned, destroyed, or otherwise disposed of in the manner directed by the Settlement 2 Judge upon the request of any party. Although the Court recognizes that there are exceptions 3 to the confidentiality of the communications referenced above1, a party must seek permission 4 from the Court in advance before dissemination of such confidences. 5 At the Settlement Conference and subject to modification by the Court depending on 6 the uniqueness of each case, each party, through counsel or individually if unrepresented, 7 will meet initially in the courtroom, and may be asked to respond to general and specific 8 questions by the Settlement Judge. Thereafter, separate and private caucuses will be held 9 with each party, the party’s representative and the Settlement Judge. Complete candor with 10 the Court is not only expected but is required. In the Matter of Fee, 182 Ariz. 597, 898 P.2d 11 975 (1995). 12 This Order mandating the parties’, corporate representative's and insurer’s, if any, 13 physical appearance is intended to increase the efficiency and effectiveness of the Settlement 14 Conference by reducing the time for communication of offers and expanding the ability to 15 explore the varied options for settlement, to give the adverse parties the opportunity to hear 16 the rationale and arguments regarding the likelihood of success of the claims/defenses 17 directly from the lawyers who will be trying the case, to meet the litigants themselves and 18 to hear first-hand the candid comments, if any, made by the Settlement Judge about the case 19 or the judicial process. 20 The physical presence, rather than the availability by telephone, of those individuals 21 with the authority to settle cases substantially increases the likelihood of settlement and 22 leads to more meaningful negotiations. 23 Consequently, pursuant to the authority granted to the Court in, among others, 28 24 U.S.C. §473(b)(5) and Rule 16(b), FED.R.CIV.P., the parties and representatives of the parties 25 26 27 1 See Ingram v. Oroudjian, 647 F.3d 925, 927 (9th Cir. 2011). 28-2-Case 2:16-cv-03939-JWS Document 24 Filed 03/15/17 Page 3 of 7 1 with "full and complete authority"2 to discuss settlement of the case SHALL physically 2 appear at the date and time of the Settlement Conference unless expressly excused by the 3 undersigned by timely motion and order issued prior to the subject settlement conference for 4 good cause shown. In re Novak, 932 F.2d 1397, 1407 (11th Cir. 1991) ("... we conclude 5 that the power to direct parties with full settlement authority at pretrial settlement 6 conferences is inherent in the district courts."). 7 IT IS ORDERED: 8 1. All parties and their counsel who are responsible for the case SHALL 9 physically appear before the undersigned Settlement Judge, Courtroom 303, Sandra Day 10 O'Connor U. S. Courthouse, 401 West Washington, Phoenix, Arizona on April 20, 2017 at 11 9:30 AM. The Court has allocated, at a minimum, 2 hours for the Settlement Conference; 12 however, if meaningful progress is being made the conference will continue until either the 13 case settles, or meaningful progress is no longer being made. 14 If the Defendant is an insured party, a representative of that party’s insurer with 15 full and complete authority to discuss and settle the case SHALL physically appear at the 16 aforesaid date and time. An uninsured or self-insured corporate party SHALL physically 17 appear at aforesaid Settlement Conference through its authorized representative with full and 18 complete authority to discuss and settle the case. Pitman v. Brinker Intl.,Inc., 216 F.R.D. 481 19 485-486 (D. Ariz. 2003), amended on review in part in Pitman v. Brinker Intl., Inc., 2003 20 WL 23353478, 1 (D. Ariz. 2003); Gee Gee Nick v. Morgan’s Foods, Inc., 270 F.3d 590 (8th 21 Cir. 2001) (District judge acted well within his discretion by imposing a monetary fine 22 23 2 "Full and complete authority" within this Order means that the individual appearing 24 for, or on behalf of, the Defendant(s) shall have the express authority and discretion to authorize the payment to, or accept the terms of, Plaintiff's last settlement demand. "Full and 25 complete authority" does not mean, however, that Defendant or representative is required to 26 pay such demand or any sum whatsoever. Kothe v. Smith, 771 F.2d 667, 669 (2nd Cir.1985) (Rule 16 "was not designed as a means for clubbing the parties-or one of them-into an 27 involuntary compromise."); In re Novak, 932 F.2d at 1406 n. 18. 28-3-Case 2:16-cv-03939-JWS Document 24 Filed 03/15/17 Page 4 of 7 1 payable to the Clerk of the District Court as a sanction for failing to prepare requested 2 memorandum and deciding to send a corporate representative to ADR conference with 3 limited authority.); Lockhart v. Patel, M.D., 115 F.R.D. 44 (E.D.Ky 1987) (In medical 4 malpractice action, answer stricken for failure of insurance representative with authority to 5 settle to appear at settlement conference.). 6 2. Settlement conferences are often unproductive unless the parties have 7 exchanged settlement demands and compromise offers before the conference and have made 8 a serious effort to settle the case on their own. Accordingly, before arriving at the settlement 9 conference, the parties shall negotiate and make good faith efforts to settle the case without 10 the involvement of the Court. The parties shall exchange written correspondence regarding 11 settlement. The Plaintiff's demand shall be delivered to defense counsel and the insurer’s 12 representative, if any, not less than 20 days before the Settlement Conference. Defendant’s 13 response to the demand shall be delivered to Plaintiffs’ counsel not less than 12 days before 14 the Settlement Conference. 15 3. If a third person or entity asserts a substantial lien on any settlement monies 16 for medical and hospital expenses and/or lost wages paid, such as, a worker’s compensation 17 carrier or a health insurance carrier, arrangements shall be made to notify said person or 18 entity of the Settlement Conference so that such person, entity or its authorized representative 19 may appear and participate in the Settlement Conference. Plaintiff’s counsel shall promptly 20 provide a true and complete copy of this Order to such person, entity or its authorized 21 representative. A.R.S. §23-1023(c); Stout v. State Compensation Fund, 197 Ariz. 238, 3 P.3d 22 1158 (2000). 23 4. In the absence of a prior order by the undersigned to the contrary, copies of 24 all Settlement Conference Memoranda shall be exchanged (unless otherwise ordered by the 25 Court on motion of a party) between counsel, at least, seven (7) business days before the 26 Settlement Conference. Counsel shall provide a copy of all memoranda to their client(s) 27 28-4-Case 2:16-cv-03939-JWS Document 24 Filed 03/15/17 Page 5 of 7 1 for review prior to the Settlement Conference and shall explain the settlement conference 2 procedures to their clients before the Settlement Conference. 3 Each party shall provide the Court with the original of that party’s Settlement 4 Conference Memoranda, at least, seven (7) business days before the Settlement 5 Conference. The Settlement Conference Memoranda shall NOT be filed with the Clerk. 6 The original Settlement Conference Memoranda shall be delivered directly to the chambers 7 of U. S. Magistrate Judge Michelle H. Burns or e-mailed to the undersigned's ECF mailbox 8 (burns_chambers@azd.uscourts.gov).3 If a party’s memorandum and any exhibits exceed 9 twenty-five pages, a hard copy must be delivered to chambers. Each Memorandum shall 10 address the following: 11 a. A brief statement of the facts of the case. 12 b. A brief statement of the claims and defenses, i.e., statutory or other grounds 13 upon which the claims are founded, including the citation to appropriate authorities; the 14 reasonable damages allegedly incurred by Plaintiff and, if appropriate, Counterclaimant; a 15 forthright evaluation of the parties’ likelihood of prevailing on the claims and defenses; and 16 a description of the major issues in dispute. 17 c. A brief summary of the proceedings to date including rulings on motions 18 and motions outstanding, if any. 19 d. An estimate of the costs and time to be expended for further discovery, 20 pretrial and trial, including past and future attorneys’ and experts’ fees. 21 e. A brief statement of the facts and issues upon which the parties agree and 22 disagree. 23 f. Whether there is/are any distinct or dominant issue(s) which, if resolved, 24 would likely aid in the disposition of the case. 25 26 3 This mailbox is not to be used as a general means of communication to the Court or its 27 staff. 28-5-Case 2:16-cv-03939-JWS Document 24 Filed 03/15/17 Page 6 of 7 1 g. The relief sought. 2 h. Each party’s position on settlement, including the amount that the 3 Plaintiff is currently willing to accept and Defendant(s) is/are willing to offer and the history 4 of past settlement discussions, offers and demands. 5 In the absence of any Order by the undersigned to the contrary, each party’s 6 Settlement Conference Memoranda shall not exceed seventeen (17) pages exclusive of 7 attachments and shall otherwise comply with LRCiv 7.1 and 7.2, Rules of Practice for the 8 United States District Court for the District of Arizona, as amended on December 1, 2013. 9 No responsive memorandum shall be permitted. 10 5. In the Court’s discretion, the Settlement Conference may be conducted by 11 bringing all parties together in one room, or by separate meetings (caucuses), or by a 12 combination of both. The Court will assume that the parties have agreed the Settlement 13 Conference may be conducted in whole or in part by separate caucuses with the Settlement 14 Judge. Judicial and lawyer ethical rules prohibit ex parte caucuses without such agreement. 15 By appearing at this conference, the Court will deem that the parties have consented to this 16 procedure and waived any objection thereto unless a written Objection is filed not less than 17 three (3) business days before the Settlement Conference. 18 6. Absent good cause shown, if any party, counsel or insurer’s representative 19 fails to promptly appear at the Settlement Conference, fails to comply with the terms of this 20 Order, including the failure to timely provide the settlement conference memoranda, is 21 substantially unprepared to meaningfully participate in the Settlement Conference, or fails 22 to participate in good faith in the Settlement Conference, the settlement conference may be 23 vacated and sanctions may be imposed pursuant to Rules 16(f) and 37(b)(2)(B)(C), and (D), 24 Federal Rules of Civil Procedure which may include the entry of default judgment, dismissal 25 of the Complaint and/or an award of reasonable attorney’s fees and expenses and/or a finding 26 of contempt. G. Heileman Brewing Co.,Inc. v. Joseph Oat Corporation, 871 F.2d 648 (7th 27 Cir. 1989); Lockhart v. Patel, M.D., supra.; Gee Gee Nick v. Morgan’s Foods, Inc., supra. 28-6-Case 2:16-cv-03939-JWS Document 24 Filed 03/15/17 Page 7 of 7 1 7. Counsel and any party, if unrepresented by counsel, shall notify the 2 Court in writing, at least, five (5) business days before the Settlement Conference if one 3 or more of the attorneys or unrepresented parties believes that the Settlement 4 Conference would be a futile act resulting in a waste of time and money, inconsistent 5 with Rule 1, FED.R.CIV.P., because, for example, either side has adopted an 6 unreasonable position from which that party refuses to deviate. The Court will then 7 consider whether the Settlement Conference would be helpful and, if not, whether the 8 Settlement Conference should be canceled or other forms of the alternative dispute 9 resolutions be considered. The Court will arrange a telephonic conference with counsel as 10 soon as reasonably practical. If the Court is not notified by either party that a Settlement 11 Conference would, in their party’s opinion be futile, it will be presumed that all counsel, 12 their clients and any unrepresented party believe that there is a reasonable, good faith 13 opportunity for settlement, and that the involvement of a Settlement Judge is needed to 14 accomplish it. 15 DATED this 14th day of March, 2017. 16 17 18 19 20 21 22 23 24 25 26 27 28-7-

NOTICE re: Of Filing of Consent to Join Collective Action by Thomas H Koon, Steven J Ross.

Case 2:16-cv-03939-JWS Document 25 Filed 03/30/17 Page 1 of 5 1 Jeffrey Finley (SBN 009683) Patrick Van Zanen (SBN 021371) 2 SCHNEIDER WALLACE COTTRELL KONECKY 3 WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 4 Scottsdale, AZ 85253 Tel: (480) 428-0141 5 Fax: (866) 505-8036 jfinley@schneiderwallace.com 6 pvanzanen@schneiderwallace.com 7 Carolyn Hunt Cottrell (Pro Hac Vice) Nicole N. Coon (Pro Hac Vice) 8 SCHNEIDER WALLACE COTTRELL KONECKY 9 WOTKYNS LLP 10 2000 Powell Street, Suite 1400 Emeryville, California 94608 11 Telephone: (415) 421-7100 Facsimile: (415) 421-7105 12 ccottrell@schneiderwallace.com ncoon@schneiderwallace.com 13 Attorneys for Plaintiffs, the FLSA Class and 14 Putative Class 15 Additional Counsel on Signature Page 16 UNITED STATES DISTRICT COURT 17 FOR THE DISTRICT OF ARIZONA 18 THOMAS H. KOON and STEVEN J. ROSS, on Case No.: 2:16-cv-03939-JWS 19 behalf of themselves and all others similarly situated, COLLECTIVE AND CLASS ACTION 20 Plaintiffs, NOTICE OF FILING OF CONSENT TO 21 JOIN COLLECTIVE ACTION vs. 22 ONEAZ CREDIT UNION, F/K/A ARIZONA 23 STATE CREDIT UNION, a state-chartered credit union 24 Defendant. 25 26 27 28 _______________________________________________________________________________ NOTICE OF FILING OF CONSENT TO JOIN COLLECTIVE ACTION Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al.,Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 25 Filed 03/30/17 Page 2 of 5 1 NOTICE OF FILING CONSENT TO JOIN COLLECTIVE ACTION 2 Plaintiffs Thomas H. Koon and Steven J. Ross, individually and on behalf of all persons 3 similarly situated, hereby file the following Opt-In Consent Form, submitted herewith as Exhibit 1, 4 pursuant to the Fair Labor Standards, Act, 29 U.S.C. §§ 201, et seq. 5 CONSENT TO JOIN COLLECTIVE ACTION 6 3. Kimberly Dawson 7 8 Date: March 30, 2017 Respectfully submitted, 9 10/s/Nicole N. Coon Jeffery R. Finley, AZ Bar No. 009683 11 Patrick J. Van Zanen, AZ Bar No. 021371 SCHNEIDER WALLACE 12 COTTRELL KONECKY WOTKYNS LLP 13 8501 North Scottsdale Road, Suite 270 14 Scottsdale, Arizona 85253 Telephone: (480) 428-0143 15 Facsimile: (866) 505-8036 jfinley@schneiderwallace.com 16 pvanzen@schneiderwallace.com 17 Carolyn H. Cottrell, Pro Hac Vice Nicole N. Coon, Pro Hac Vice 18 SCHNEIDER WALLACE 19 COTTRELL KONECKY WOTKYNS LLP 20 2000 Powell Street, Suite 1400 San Francisco, California 94608 21 Telephone: (415) 421-7100 Facsimile: (415) 421-7105 22 ccottrell@schneiderwallace.com ncoon@schneiderwallace.com 23 24 Stephen F. Banta ANDERSON BANTA CLARKSON PLLC 25 48 North MacDonald Mesa, Arizona 85201 26 Telephone: (480) 707-2835 Facsimile: (480) 522-3649 27 sbanta@abclawgroup.com 28 _______________________________________________________________________________ 1 NOTICE OF FILING OF CONSENT TO JOIN COLLECTIVE ACTION Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al.,Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 25 Filed 03/30/17 Page 3 of 5 1 CERTIFICATE OF SERVICE 2 I hereby certify that on March 30, 2017, I electronically filed the foregoing document with 3 the Clerk of the Court using the Court's CM/ECF system, which will send a notice of electronic 4 filing to all CM/ECF participants. 5 Date: March 30, 2017 6 7 8/s/Nicole N. Coon 9 10 Carolyn H. Cottrell, Pro Hac Vice Nicole N. Coon, Pro Hac Vice 11 SCHNEIDER WALLACE COTTRELL KONECKY 12 WOTKYNS LLP 2000 Powell Street, Suite 1400 13 San Francisco, California 94608 Telephone: (415) 421-7100 14 Facsimile: (415) 421-7105 ccottrell@schneiderwallace.com 15 ncoon@schneiderwallace.com 16 17 18 19 20 21 22 23 24 25 26 27 28 _______________________________________________________________________________ 2 NOTICE OF FILING OF CONSENT TO JOIN COLLECTIVE ACTION Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al.,Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 25 Filed 03/30/17 Page 4 of 5 EXHIBIT 1

*AMENDED by Doc. {{27}} MINUTE ENTRY for proceedings held before Magistrate Judge Michelle H Burns: Settlement Conference held on 4/20/2017 and Telephonic Conference held on 4/21/2017. Settlement not reached as to attorney fees. Defendants will prepare a draft settlement agreement and tender to Plaintiffs within 14 days. The parties agree that the District Judge will retain jurisdiction over enforcement of the settlement agreement. Later on 4/21/2017 Settlement reached as to attorney fees. Parties to file motion for approval with the presiding judge within 30-days. (Recorded by COURTSMART.) Hearing held 9:30 AM to 4:03 PM.(DXD) *Modified on 4/26/2017

Case 2:16-cv-03939-JWS Document 26 Filed 04/20/17 Page 1 of 1 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA CIVIL MINUTES-GENERAL Phoenix Division CV-16-3939-PHX-JWS DATE: 4/20/2017 and 4/21/2017 Title:Koon et. al., v. OneAZ Credit Union. Plaintiffs Defendant ============================================================================== HON: MICHELLE H. BURNS Judge # 70BT Molly Frasher Recorded by: Courtsmart Deputy Clerk APPEARANCES: Carolyn H Cottrell and Patrick James Van Zanen for Plaintiffs Joshua Robert Woodard and Jennifer Rachel Yee for Defendant =============================================================================== PROCEEDINGS: X Open Court Chambers Other Settlement Conference held. Ms. Cottrell for Plaintiffs (individual and putative class Plaintiffs) places the terms of the settlement with Defendants on the record. Settlement not reached as to attorney fees. Defendants will prepare a draft settlement agreement and tender to Plaintiffs within 14 days. The parties agree that the District Judge will retain jurisdiction over enforcement of the settlement agreement. Later on 4/21/17. Court continues settlement discussions with counsel for the parties by phone. Settlement reached as to attorney fees. Parties to file motion for approval with the presiding judge within 30-days. 4/20/2017 SC: 6 hrs 3 mins Start: 9:30 am Stop: 4:03 pm (4:00 pm-4:03 pm recorded by Courtsmart) 4/21/2017 TC: 1.5 hour

AMENDED MINUTE ENTRY for proceedings held before Magistrate Judge Michelle H Burns: Amending Doc. {{26}} MINUTE ENTRY. Settlement not reached as to attorney fees. Defendants will prepare a draft settlement agreement and tender to Plaintiffs within 14 days. The parties agree that the District Judge will retain jurisdiction over enforcement of the settlement agreement. (Recorded by COURTSMART.) Hearing held 9:30 AM to 4:03 PM.

Case 2:16-cv-03939-JWS Document 27 Filed 04/20/17 Page 1 of 1 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA AMENDED CIVIL MINUTES-GENERAL Phoenix Division CV-16-3939-PHX-JWS DATE: 4/20/2017 Title:Koon et. al., v. OneAZ Credit Union. Plaintiffs Defendant ============================================================================== HON: MICHELLE H. BURNS Judge # 70BT Molly Frasher Recorded by: Courtsmart Deputy Clerk APPEARANCES: Carolyn H Cottrell and Patrick James Van Zanen for Plaintiffs Joshua Robert Woodard and Jennifer Rachel Yee for Defendant =============================================================================== PROCEEDINGS: X Open Court Chambers Other Settlement Conference held. Ms. Cottrell for Plaintiffs (individual and putative class Plaintiffs) places the terms of the settlement with Defendants on the record. Settlement not reached as to attorney fees. Defendants will prepare a draft settlement agreement and tender to Plaintiffs within 14 days. The parties agree that the District Judge will retain jurisdiction over enforcement of the settlement agreement. 4/20/2017 SC: 6 hrs 3 mins Start: 9:30 am Stop: 4:03 pm (4:00 pm-4:03 pm recorded by Courtsmart)

MINUTE ENTRY for proceedings held before Magistrate Judge Michelle H Burns: Telephonic Settlement Conference held on Later on 4/21/2017. Court continues settlement discussions with counsel for the parties by phone. Settlement reached as to attorney fees. Parties to file motion for approval with the presiding judge within 30-days. (Recorded by COURTSMART.)

Case 2:16-cv-03939-JWS Document 28 Filed 04/21/17 Page 1 of 1 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA CIVIL MINUTES-GENERAL Phoenix Division CV-16-3939-PHX-JWS DATE: 4/21/2017 Title:Koon et. al., v. OneAZ Credit Union. Plaintiffs Defendant ============================================================================== HON: MICHELLE H. BURNS Judge # 70BT Molly Frasher Recorded by: Courtsmart Deputy Clerk APPEARANCES: Carolyn H Cottrell and Patrick James Van Zanen for Plaintiffs Joshua Robert Woodard and Jennifer Rachel Yee for Defendant =============================================================================== PROCEEDINGS: X Open Court Chambers Other Settlement Conference held. Later on 4/21/17. Court continues settlement discussions with counsel for the parties by phone. Settlement reached as to attorney fees. Parties to file motion for approval with the presiding judge within 30-days. TC: 1.5 hour

STIPULATION to Extend Deadline to File Motion for Preliminary Approval of Class Action Settlement (First Request) by Thomas H Koon, Steven J Ross.

Case 2:16-cv-03939-JWS Document 29 Filed 05/19/17 Page 1 of 5 1 Jeffery R. Finley, AZ Bar No. 009683 Patrick J. Van Zanen, AZ Bar No. 021371 2 SCHNEIDER WALLACE COTTRELL 3 KONECKY WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 4 Scottsdale, Arizona 85253 Telephone: (480) 428-0143 5 Facsimile: (866) 505-8036 6 jfinley@schneiderwallace.com pvanzen@schneiderwallace.com 7 Carolyn H. Cottrell Admitted Pro Hac Vice 8 Nicole N. Coon Admitted Pro Hac Vice 9 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 10 2000 Powell Street, Suite 1400 San Francisco, California 94608 11 Telephone: (415) 421-7100 12 Facsimile: (415) 421-7105 ccottrell@schneiderwallace.com 13 ncoon@schneiderwallace.com 14 Attorneys for Plaintiffs and the Settlement Class 15 Additional Counsel on Signature Page 16 17 IN THE UNITED STATES DISTRICT COURT 18 FOR THE DISTRICT OF ARIZONA 19 THOMAS H. KOON and STEVEN J. Case No. 2:16-cv-03939-JWS 20 ROSS, on behalf of themselves and all others similarly situated, STIPULATION TO EXTEND 21 DEADLINE TO FILE MOTION Plaintiffs, FOR PRELIMINARY APPROVAL 22 OF CLASS ACTION vs. SETTLEMENT (First Request) 23 ONEAZ CREDIT UNION, F/K/A 24 ARIZONA STATE CREDIT UNION, a state-chartered credit union, 25 Defendant. 26 27 28-1-Case 2:16-cv-03939-JWS Document 29 Filed 05/19/17 Page 2 of 5 1 Plaintiffs, Thomas H. Koon and Steven J. Ross, on behalf of themselves and all 2 others similarly situated, ("Plaintiffs") and Defendant OneAZ Credit Union, f/k/a Arizona 3 State Credit Union ("Defendant") through undersigned counsel hereby stipulate and agree 4 as follows: 5 WHEREAS, on November 14, 2016, Plaintiffs filed this class and collective action 6 (ECF Doc. No. 1); 7 WHEREAS, in their Scheduling and Planning Order filed on March 2, 2017, the 8 Parties requested immediate assistance for a settlement conference with a magistrate judge 9 (ECF Doc. No. 22); 10 WHEREAS, the Court referred the case to United States Magistrate Judge Michelle 11 H. Burns for a Settlement Conference on April 20, 2017 (ECF Doc. No. 24); 12 WHEREAS, the Parties participated in a Settlement Conference on April 20, 2017 13 and ultimately reached a settlement agreement, which was set forth on the record on April 14 20, 2017 and April 21, 2017 (ECF Doc. Nos. 26-28); 15 WHEREAS, following the notice of settlement, on April 21, 2017, the Court 16 ordered the Parties to file a motion for approval of the settlement within 30 days (ECF 17 Doc. No. 28); 18 WHEREAS, the current deadline to file a motion for preliminary approval of the 19 class action settlement is Monday May 22, 2017; 20 WHEREAS, the Parties are still in the process of finalizing the settlement 21 documents and require additional time to formalize their settlement in writing; 22 WHEREAS, the Parties have met and conferred and agreed to a brief 15-day 23 extension of the filing deadline for the motion for preliminary approval of the class action 24 settlement to Tuesday June 6, 2017; 25 WHEREAS, this Stipulation is not entered for dilatory or any other improper 26 purpose, and will not result in prejudice to any Party if granted; 27 28-2-Case 2:16-cv-03939-JWS Document 29 Filed 05/19/17 Page 3 of 5 1 NOW THEREFORE, based on the foregoing, the Parties hereby stipulate as 2 follows: 3  The deadline for Plaintiffs to file their motion for preliminary approval of class 4 action settlement is continued from Monday May 22, 2017 to Tuesday June 6, 5 2017. 6 7 IT IS SO STIPULATED. 8 9 A proposed order is submitted herewith. 10 11 Dated: May 19, 2017 Respectfully Submitted, 12 13/s/Nicole N. Coon 14 Carolyn H. Cottrell Admitted Pro Hac Vice 15 Nicole N. Coon Admitted Pro Hac Vice SCHNEIDER WALLACE COTTRELL 16 KONECKY WOTKYNS LLP 2000 Powell Street, Suite 1400 17 San Francisco, California 94608 Telephone: (415) 421-7100 18 Facsimile: (415) 421-7105 19 ccottrell@schneiderwallace.com ncoon@schneiderwallace.com 20 21 Patrick J. Van Zanen, AZ Bar No. 021371 Jeffery R. Finley, AZ Bar No. 009683 22 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 23 8501 North Scottsdale Road, Suite 270 Scottsdale, Arizona 85253 24 Telephone: (480) 428-0143 25 Facsimile: (866) 505-8036 pvanzanen@schneiderwallace.com 26 jfinley@schneiderwallace.com 27 Stephen F. Banta 28-3-Case 2:16-cv-03939-JWS Document 29 Filed 05/19/17 Page 4 of 5 1 ANDERSON BANTA CLARKSON PLLC 48 North MacDonald 2 Mesa, Arizona 85201 3 Telephone: (480) 707-2835 Facsimile: (480) 522-3649 4 sbanta@abclawgroup.com 5 Attorneys for Plaintiffs and the Settlement Class 6 Dated: May 19, 2017 7 8 By: s/Jennifer R. Yee 9 Joshua R. Woodard Jennifer R. Yee 10 SNELL & WILMER L.L.P. One Arizona Center 11 400 E. Van Buren, Suite 1900 Phoenix, Arizona 85004-2202 12 Attorneys for Defendant OneAZ Credit 13 Union, f/k/a Arizona State Credit Union 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28-4-Case 2:16-cv-03939-JWS Document 29 Filed 05/19/17 Page 5 of 5 1 SIGNATORY ATTESTATION 2 The e-filing attorney hereby attests that concurrence in the content of the 3 foregoing document and authorization to file the foregoing document has been 4 obtained from the other signatory indicated by a conformed signature (/s/) within the 5 foregoing e-filed document. 6 Dated: May 19, 2017/s/Nicole N. Coon 7 Nicole N. Coon 8 9 CERTIFICATE OF SERVICE 10 I hereby certify that I electronically filed the foregoing and attached documents 11 with the Clerk of the Court for the United States District Court, Northern District of 12 California, by using the Court’s CM/ECF system on May 19, 2017. 13 I certify that all participants in the case are registered CM/ECF users and that 14 service will be accomplished by the Court’s CM/ECF system. 15 Date: May 19, 2017 Respectfully Submitted, 16 17/s/Nicole N. Coon Nicole N. Coon Admitted Pro Hac Vice 18 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 19 2000 Powell Street, Suite 1400 Emeryville, California 94608 20 Telephone: (415) 421-7100 Facsimile: (415) 421-7105 ncoon@schneiderwallace.com 21 Attorneys for Plaintiffs and the Settlement Class 22 23 24 25 26 27 28

Text of Proposed Order

Case 2:16-cv-03939-JWS Document 29-1 Filed 05/19/17 Page 1 of 1 1 2 3 4 5 IN THE UNITED STATES DISTRICT COURT 6 FOR THE DISTRICT OF ARIZONA 7 8 9 THOMAS H. KOON and STEVEN J. Case No. 2:16-cv-03939-JWS ROSS, on behalf of themselves and all 10 others similarly situated, ORDER TO EXTEND DEADLINE TO FILE MOTION FOR 11 Plaintiffs, PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT 12 vs. 13 ONEAZ CREDIT UNION, F/K/A ARIZONA STATE CREDIT UNION, a 14 state-chartered credit union, 15 Defendant. 16 17 18 Pursuant to the Parties’ Stipulation to Extend Deadline to File Motion for 19 Preliminary Approval of Class Action Settlement, and good cause appearing therefore, 20 IT IS HEREBY ORDERED the deadline for Plaintiffs to file their motion for 21 preliminary approval of class actions settlement is continued from Monday May 22, 2017 22 to Tuesday June 6, 2017. 23 24 25 26 27 28

ORDER pursuant to {{29}} Stipulation: The deadline for Plaintiffs to file their motion for preliminary approval of class actions settlement is continued from Monday May 22, 2017 to Tuesday June 6, 2017. Signed by Judge John W Sedwick on 5/21/17.

Case 2:16-cv-03939-JWS Document 30 Filed 05/21/17 Page 1 of 1 1 2 3 4 5 IN THE UNITED STATES DISTRICT COURT 6 FOR THE DISTRICT OF ARIZONA 7 8 9 THOMAS H. KOON and STEVEN J. Case No. 2:16-cv-03939-JWS ROSS, on behalf of themselves and all 10 others similarly situated, ORDER TO EXTEND DEADLINE TO FILE MOTION FOR 11 Plaintiffs, PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT 12 vs. 13 ONEAZ CREDIT UNION, F/K/A ARIZONA STATE CREDIT UNION, 14 a state-chartered credit union, 15 Defendant. 16 17 18 Pursuant to the Parties’ Stipulation to Extend Deadline to File Motion for 19 Preliminary Approval of Class Action Settlement, and good cause appearing therefore, 20 IT IS HEREBY ORDERED the deadline for Plaintiffs to file their motion for 21 preliminary approval of class actions settlement is continued from Monday May 22, 2017 22 to Tuesday June 6, 2017. 23 DATED this 21st day of May 2017. 24/s/JOHN W. SEDWICK 25 SENIOR JUDGE, UNITED STATES DISTRICT COURT 26 27 28

STIPULATION to Extend Deadline to File Motion for Preliminary Approval of Class Action Settlement by Thomas H Koon, Steven J Ross.

Case 2:16-cv-03939-JWS Document 31 Filed 06/05/17 Page 1 of 5 1 Jeffery R. Finley, AZ Bar No. 009683 Patrick J. Van Zanen, AZ Bar No. 021371 2 SCHNEIDER WALLACE COTTRELL 3 KONECKY WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 4 Scottsdale, Arizona 85253 Telephone: (480) 428-0143 5 Facsimile: (866) 505-8036 6 jfinley@schneiderwallace.com pvanzen@schneiderwallace.com 7 Carolyn H. Cottrell Admitted Pro Hac Vice 8 Nicole N. Coon Admitted Pro Hac Vice 9 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 10 2000 Powell Street, Suite 1400 San Francisco, California 94608 11 Telephone: (415) 421-7100 12 Facsimile: (415) 421-7105 ccottrell@schneiderwallace.com 13 ncoon@schneiderwallace.com 14 Attorneys for Plaintiffs and the Settlement Class 15 Additional Counsel on Signature Page 16 17 IN THE UNITED STATES DISTRICT COURT 18 FOR THE DISTRICT OF ARIZONA 19 THOMAS H. KOON and STEVEN J. Case No. 2:16-cv-03939-JWS 20 ROSS, on behalf of themselves and all others similarly situated, STIPULATION TO EXTEND 21 DEADLINE TO FILE MOTION Plaintiffs, FOR PRELIMINARY APPROVAL 22 OF CLASS ACTION vs. SETTLEMENT (Second Request) 23 ONEAZ CREDIT UNION, F/K/A 24 ARIZONA STATE CREDIT UNION, a state-chartered credit union, 25 Defendant. 26 27 28-1-Case 2:16-cv-03939-JWS Document 31 Filed 06/05/17 Page 2 of 5 1 Plaintiffs, Thomas H. Koon and Steven J. Ross, on behalf of themselves and all 2 others similarly situated, ("Plaintiffs") and Defendant OneAZ Credit Union, f/k/a Arizona 3 State Credit Union ("Defendant") through undersigned counsel hereby stipulate and agree 4 as follows: 5 WHEREAS, on November 14, 2016, Plaintiffs filed this class and collective action 6 (ECF Doc. No. 1); 7 WHEREAS, in their Scheduling and Planning Order filed on March 2, 2017, the 8 Parties requested immediate assistance for a settlement conference with a magistrate judge 9 (ECF Doc. No. 22); 10 WHEREAS, the Court referred the case to United States Magistrate Judge Michelle 11 H. Burns for a Settlement Conference on April 20, 2017 (ECF Doc. No. 24); 12 WHEREAS, the Parties participated in a Settlement Conference on April 20, 2017 13 and ultimately reached a settlement agreement, which was set forth on the record on April 14 20, 2017 and April 21, 2017 (ECF Doc. Nos. 26-28); 15 WHEREAS, following the notice of settlement, on April 21, 2017, the Court 16 ordered the Parties to file a motion for approval of the settlement within 30 days (ECF 17 Doc. No. 28); 18 WHEREAS, the Court subsequently granted the Parties stipulated request to an 19 extension of the filing deadline for the motion for preliminary approval of the class action 20 settlement to Tuesday June 6, 2017; 21 WHEREAS, the current deadline to file a motion for preliminary approval of the 22 class action settlement is Tuesday June 6, 2017; 23 WHEREAS, the Parties are still in the process of finalizing the settlement 24 documents and require additional time to formalize their settlement in writing; 25 WHEREAS, the Parties have met and conferred and agreed to a brief 8-day 26 extension of the filing deadline for the motion for preliminary approval of the class action 27 settlement to Wednesday June 14, 2017; 28 WHEREAS, this Stipulation is not entered for dilatory or any other improper-2-Case 2:16-cv-03939-JWS Document 31 Filed 06/05/17 Page 3 of 5 1 purpose, and will not result in prejudice to any Party if granted; 2 3 4 NOW THEREFORE, based on the foregoing, the Parties hereby stipulate as 5 follows: 6  The deadline for Plaintiffs to file their motion for preliminary approval of class 7 action settlement is continued from Tuesday June 6, 2017 to Wednesday June 8 14, 2017. 9 10 IT IS SO STIPULATED. 11 12 A proposed order is submitted herewith. 13 14 Dated: June 5, 2017 Respectfully Submitted, 15 16/s/Carolyn H. Cottrell 17 Carolyn H. Cottrell Admitted Pro Hac Vice 18 Nicole N. Coon Admitted Pro Hac Vice SCHNEIDER WALLACE COTTRELL 19 KONECKY WOTKYNS LLP 2000 Powell Street, Suite 1400 20 San Francisco, California 94608 Telephone: (415) 421-7100 21 Facsimile: (415) 421-7105 22 ccottrell@schneiderwallace.com ncoon@schneiderwallace.com 23 24 Patrick J. Van Zanen, AZ Bar No. 021371 Jeffery R. Finley, AZ Bar No. 009683 25 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 26 8501 North Scottsdale Road, Suite 270 Scottsdale, Arizona 85253 27 Telephone: (480) 428-0143 28 Facsimile: (866) 505-8036-3-Case 2:16-cv-03939-JWS Document 31 Filed 06/05/17 Page 4 of 5 1 pvanzanen@schneiderwallace.com jfinley@schneiderwallace.com 2 3 Stephen F. Banta ANDERSON BANTA CLARKSON PLLC 4 48 North MacDonald Mesa, Arizona 85201 5 Telephone: (480) 707-2835 6 Facsimile: (480) 522-3649 sbanta@abclawgroup.com 7 Attorneys for Plaintiffs and the Settlement Class 8 9 Dated: June 5, 2017 10 11 By:/s/Joshua R. Woodard Joshua R. Woodard 12 Jennifer R. Yee SNELL & WILMER L.L.P. 13 One Arizona Center 400 E. Van Buren, Suite 1900 14 Phoenix, Arizona 85004-2202 15 Attorneys for Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union 16 17 18 19 20 21 22 23 24 25 26 27 28-4-Case 2:16-cv-03939-JWS Document 31 Filed 06/05/17 Page 5 of 5 1 SIGNATORY ATTESTATION 2 The e-filing attorney hereby attests that concurrence in the content of the 3 foregoing document and authorization to file the foregoing document has been 4 obtained from the other signatory indicated by a conformed signature (/s/) within the 5 foregoing e-filed document. 6 Dated: June 5, 2017/s/Carolyn Hunt Cottrell 7 Carolyn Hunt Cottrell 8 9 CERTIFICATE OF SERVICE 10 I hereby certify that I electronically filed the foregoing and attached documents 11 with the Clerk of the Court for the United States District Court, Northern District of 12 California, by using the Court’s CM/ECF system on June 5, 2017. 13 I certify that all participants in the case are registered CM/ECF users and that 14 service will be accomplished by the Court’s CM/ECF system. 15 Date: June 5, 2017 Respectfully Submitted, 16 17/s/Carolyn Hunt Cottrell Carolyn Hunt Cottrell Admitted Pro Hac Vice 18 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 19 2000 Powell Street, Suite 1400 Emeryville, California 94608 20 Telephone: (415) 421-7100 Facsimile: (415) 421-7105 ccottrell@schneiderwallace.com 21 Attorneys for Plaintiffs and the Settlement Class 22 23 24 25 26 27 28

Text of Proposed Order

Case 2:16-cv-03939-JWS Document 31-1 Filed 06/05/17 Page 1 of 1 1 2 3 4 5 IN THE UNITED STATES DISTRICT COURT 6 FOR THE DISTRICT OF ARIZONA 7 8 9 THOMAS H. KOON and STEVEN J. Case No. 2:16-cv-03939-JWS ROSS, on behalf of themselves and all 10 others similarly situated, ORDER TO EXTEND DEADLINE TO FILE MOTION FOR 11 Plaintiffs, PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT 12 vs. 13 ONEAZ CREDIT UNION, F/K/A ARIZONA STATE CREDIT UNION, a 14 state-chartered credit union, 15 Defendant. 16 17 18 Pursuant to the Parties’ Stipulation to Extend Deadline to File Motion for 19 Preliminary Approval of Class Action Settlement, and good cause appearing therefore, 20 IT IS HEREBY ORDERED the deadline for Plaintiffs to file their motion for 21 preliminary approval of class action settlement is continued from Tuesday June 6, 2017 to 22 Wednesday June 14, 2017. 23 24 25 26 27 28

ORDER pursuant to {{31}} Stipulation: The deadline for Plaintiffs to file their motion for preliminary approval of class action settlement is continued to 6/14/17. Signed by Judge John W Sedwick on 6/6/17.

Case 2:16-cv-03939-JWS Document 32 Filed 06/06/17 Page 1 of 1 1 2 3 4 5 IN THE UNITED STATES DISTRICT COURT 6 FOR THE DISTRICT OF ARIZONA 7 8 9 THOMAS H. KOON and STEVEN J. Case No. 2:16-cv-03939-JWS ROSS, on behalf of themselves and all 10 others similarly situated, ORDER TO EXTEND DEADLINE TO FILE MOTION FOR 11 Plaintiffs, PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT 12 vs. 13 ONEAZ CREDIT UNION, F/K/A ARIZONA STATE CREDIT UNION, 14 a state-chartered credit union, 15 Defendant. 16 17 18 Pursuant to the Parties’ Stipulation to Extend Deadline to File Motion for 19 Preliminary Approval of Class Action Settlement, and good cause appearing therefore, 20 IT IS HEREBY ORDERED the deadline for Plaintiffs to file their motion for 21 preliminary approval of class action settlement is continued from Tuesday June 6, 2017 to 22 Wednesday June 14, 2017. 23 DATED this 6th day of June 2017. 24/s/JOHN W. SEDWICK 25 SENIOR JUDGE, UNITED STATES DISTRICT COURT 26 27 28

STIPULATION to Extend Deadline to File Motion for Preliminary Approval of Class Action Settlement (Third Request) by OneAZ Credit Union.

Case 2:16-cv-03939-JWS Document 33 Filed 06/14/17 Page 1 of 4 1 Jeffery R. Finley, AZ Bar No. 009683 Patrick J. Van Zanen, AZ Bar No. 021371 2 SCHNEIDER WALLACE COTTRELL 3 KONECKY WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 4 Scottsdale, Arizona 85253 Telephone: (480) 428-0143 5 Facsimile: (866) 505-8036 6 jfinley@schneiderwallace.com pvanzen@schneiderwallace.com 7 Carolyn H. Cottrell Admitted Pro Hac Vice 8 Nicole N. Coon Admitted Pro Hac Vice 9 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 10 2000 Powell Street, Suite 1400 San Francisco, California 94608 11 Telephone: (415) 421-7100 12 Facsimile: (415) 421-7105 ccottrell@schneiderwallace.com 13 ncoon@schneiderwallace.com 14 Attorneys for Plaintiffs and the Settlement Class 15 Additional Counsel on Signature Page 16 17 IN THE UNITED STATES DISTRICT COURT 18 FOR THE DISTRICT OF ARIZONA 19 THOMAS H. KOON and STEVEN J. Case No. 2:16-cv-03939-JWS 20 ROSS, on behalf of themselves and all others similarly situated, STIPULATION TO EXTEND 21 DEADLINE TO FILE MOTION Plaintiffs, FOR PRELIMINARY APPROVAL 22 OF CLASS ACTION vs. SETTLEMENT 23 (Third Request) ONEAZ CREDIT UNION, F/K/A 24 ARIZONA STATE CREDIT UNION, a state-chartered credit union, 25 Defendant. 26 27 28-1-Case 2:16-cv-03939-JWS Document 33 Filed 06/14/17 Page 2 of 4 1 Plaintiffs, Thomas H. Koon and Steven J. Ross, on behalf of themselves and all 2 others similarly situated, ("Plaintiffs") and Defendant OneAZ Credit Union, f/k/a Arizona 3 State Credit Union ("Defendant") through undersigned counsel hereby stipulate and agree 4 as follows: 5 WHEREAS, on November 14, 2016, Plaintiffs filed this class and collective action 6 (ECF Doc. No. 1); 7 WHEREAS, in their Scheduling and Planning Order filed on March 2, 2017, the 8 Parties requested immediate assistance for a settlement conference with a magistrate judge 9 (ECF Doc. No. 22); 10 WHEREAS, the Court referred the case to United States Magistrate Judge Michelle 11 H. Burns for a Settlement Conference on April 20, 2017 (ECF Doc. No. 24); 12 WHEREAS, the Parties participated in a Settlement Conference on April 20, 2017 13 and ultimately reached a settlement agreement, which was set forth on the record on April 14 20, 2017 and April 21, 2017 (ECF Doc. Nos. 26-28); 15 WHEREAS, following the notice of settlement, on April 21, 2017, the Court 16 ordered the Parties to file a motion for approval of the settlement within 30 days (ECF 17 Doc. No. 28); 18 WHEREAS, the Court subsequently granted the Parties stipulated request to an 19 extension of the filing deadline for the motion for preliminary approval of the class action 20 settlement to Tuesday June 6, 2017; 21 WHEREAS, the Court granted the Parties additional stipulated request to an 22 extension of the filing deadline for the motion for preliminary approval of the class action 23 settlement to Tuesday June 14, 2017; 24 WHEREAS, the Parties have signed the settlement agreement but need additional 25 time to finalize their joint motion for preliminary approval of the class action settlement; 26 WHEREAS, the Parties have met and conferred and agreed to an additional 2-day 27 extension of the filing deadline for the motion for preliminary approval of the class action 28 settlement to Friday, June 16, 2017;-2-Case 2:16-cv-03939-JWS Document 33 Filed 06/14/17 Page 3 of 4 1 WHEREAS, this Stipulation is not entered for dilatory or any other improper 2 purpose, and will not result in prejudice to any Party if granted; 3 NOW THEREFORE, based on the foregoing, the Parties hereby stipulate as 4 follows: 5  The deadline for Plaintiffs to file their motion for preliminary approval of class 6 action settlement is continued from Wednesday June 14, 2017 to Friday, June 7 16, 2017. 8 9 IT IS SO STIPULATED. 10 11 A proposed order is submitted herewith. 12 13 Dated: June 14, 2017 Respectfully Submitted, 14 15 s/Carolyn H. Cottrell 16 Carolyn H. Cottrell Admitted Pro Hac Vice 17 Nicole N. Coon Admitted Pro Hac Vice SCHNEIDER WALLACE COTTRELL 18 KONECKY WOTKYNS LLP 2000 Powell Street, Suite 1400 19 San Francisco, California 94608 Telephone: (415) 421-7100 20 Facsimile: (415) 421-7105 21 ccottrell@schneiderwallace.com ncoon@schneiderwallace.com 22 23 Patrick J. Van Zanen, AZ Bar No. 021371 Jeffery R. Finley, AZ Bar No. 009683 24 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 25 8501 North Scottsdale Road, Suite 270 Scottsdale, Arizona 85253 26 Telephone: (480) 428-0143 27 Facsimile: (866) 505-8036 pvanzanen@schneiderwallace.com 28 jfinley@schneiderwallace.com-3-Case 2:16-cv-03939-JWS Document 33 Filed 06/14/17 Page 4 of 4 1 Stephen F. Banta 2 ANDERSON BANTA CLARKSON PLLC 3 48 North MacDonald Mesa, Arizona 85201 4 Telephone: (480) 707-2835 Facsimile: (480) 522-3649 5 sbanta@abclawgroup.com 6 Attorneys for Plaintiffs and the Settlement Class 7 Dated: June 14, 2017 8 9 By: s/Joshua R. Woodard 10 Joshua R. Woodard Jennifer R. Yee 11 SNELL & WILMER L.L.P. One Arizona Center 12 400 E. Van Buren, Suite 1900 Phoenix, Arizona 85004-2202 13 Attorneys for Defendant OneAZ Credit 14 Union, f/k/a Arizona State Credit Union 15 16 17 18 19 20 21 22 23 24 25 26 27 28-4-

Text of Proposed Order

Case 2:16-cv-03939-JWS Document 33-1 Filed 06/14/17 Page 1 of 1 1 2 3 4 5 IN THE UNITED STATES DISTRICT COURT 6 FOR THE DISTRICT OF ARIZONA 7 8 9 THOMAS H. KOON and STEVEN J. Case No. 2:16-cv-03939-JWS ROSS, on behalf of themselves and all 10 others similarly situated, ORDER TO EXTEND DEADLINE TO FILE MOTION FOR 11 Plaintiffs, PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT 12 vs. 13 ONEAZ CREDIT UNION, F/K/A ARIZONA STATE CREDIT UNION, a 14 state-chartered credit union, 15 Defendant. 16 17 18 Pursuant to the Parties’ Third Stipulation to Extend Deadline to File Motion for 19 Preliminary Approval of Class Action Settlement, and good cause appearing therefore, 20 IT IS HEREBY ORDERED the deadline for Plaintiffs to file their motion for 21 preliminary approval of class action settlement is continued from Wednesday, June 14, 22 2017 to Friday, June 16, 2017. 23 24 25 26 27 28

*MOTION Unopposed Motion and Memorandum of Points and Authorities in Support of Preliminary Approval of Settlement and Establishing Notice Procedures, MOTION to Certify Class by Thomas H Koon, Steven J Ross.

Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 1 of 20 1 Jeffery R. Finley, AZ Bar No. 009683 Patrick J. Van Zanen, AZ Bar No. 021371 2 SCHNEIDER WALLACE COTTRELL 3 KONECKY WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 4 Scottsdale, Arizona 85253 Telephone: (480) 428-0143 5 Facsimile: (866) 505-8036 6 jfinley@schneiderwallace.com pvanzen@schneiderwallace.com 7 Carolyn H. Cottrell Admitted Pro Hac Vice 8 Nicole N. Coon Admitted Pro Hac Vice 9 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 10 2000 Powell Street, Suite 1400 San Francisco, California 94608 11 Telephone: (415) 421-7100 12 Facsimile: (415) 421-7105 ccottrell@schneiderwallace.com 13 ncoon@schneiderwallace.com 14 Attorneys for Plaintiffs, the FLSA Collective and Putative Class 15 Additional Counsel on Signature Page 16 17 IN THE UNITED STATES DISTRICT COURT 18 FOR THE DISTRICT OF ARIZONA 19 THOMAS H. KOON and STEVEN J. Case No. 2:16-cv-03939-JWS 20 ROSS, on behalf of themselves and all others similarly situated, UNOPPOSED MOTION AND 21 MEMORANDUM OF POINTS AND Plaintiffs, 22 AUTHORITIES IN SUPPORT OF vs. PRELIMINARY APPROVAL OF 23 SETTLEMENT, PRELIMINARY ONEAZ CREDIT UNION, F/K/A CERTIFICATION OF SETTLEMENT 24 ARIZONA STATE CREDIT UNION, a state-chartered credit union, CLASS, AND ESTABLISHING 25 NOTICE PROCEDURES Defendants. 26 27 28 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 2 of 20 1 MOTION 2 Plaintiffs Thomas H. Koon ("Koon") and Steven J. Ross ("Ross") (Koon and Ross 3 are collectively referred to as "Plaintiffs"), move the Court to enter the proposed 4 Preliminary Approval Order to which Defendant consents, providing for: 1) Preliminary 5 Approval of the Proposed Settlement; 2) Provisional certification of the Settlement Class; 6 3) Approval of the form and method for giving notice; and 4) Setting a hearing date to 7 consider: (i) whether the Proposed Settlement is fair, reasonable, and should be finally 8 approved; (ii) fully certifying a Settlement Class; and (iii) Class Counsel’s application for 9 an award of attorneys’ fees and expenses1. 10 MEMORANDUM OF POINTS AND AUTHORITIES 11 I. INTRODUCTION 12 Plaintiffs and Defendant (the "Parties") present to the Court this Settlement, having 13 engaged in limited, informal discovery, and participated in a Settlement Conference 14 before United States Magistrate Judge Michelle Burns on April 20, 2017. The Settlement 15 is fair, reasonable, and the product of serious, informed, non-collusive negotiations. The 16 wage and hour claims will be settled for $149,899.35 plus $20,000 in additional 17 liquidated/treble damages. A true and correct copy of the Settlement Agreement and 18 Release is attached hereto as Exhibit A and incorporated herein. The proposed Settlement 19 satisfies the criteria for preliminary settlement approval and is reasonable. See 20 Declaration of Carolyn Hunt Cottrell ("Dec."), at ¶ 8. Accordingly, Plaintiff requests that 21 the Court (1) grant preliminary approval of the proposed Settlement; (2) appoint 22 Schneider Wallace Cottrell Konecky Wotkyns LLP as Class Counsel for the Settlement 23 Class ("Class Counsel"); (3) appoint Thomas H. Koon and Steven J. Ross as 24 Representatives of the Settlement Class; (4) provisionally certify the Preliminary 25 Settlement Class; (5) preliminarily approve an enhancement payment of $5,000.00 to each 26 1 The partiers do not request oral argument if the Court is inclined to grant the motion 27 without the parties appearing. If the Court is inclined to deny the Motion, however, the parties ask to appear and address the Court. 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 2 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 3 of 20 1 Representative Plaintiffs in this case for their efforts on behalf of the Class; (6) 2 preliminarily approve an award of attorneys’ fees and expenses to Class Counsel in the 3 amount of $75,000.00; (7) approve the Class Notice; and (8) approve the proposed 4 implementation schedule, set forth below. 5 II. DESCRIPTION OF THE CASE 6 A. Factual Background 7 Defendant is an Arizona financial cooperative. Dec., at ¶ 9. Operating solely in 8 Arizona, OneAZ provides financial services to over 130,000 members. Dec., at ¶ 9. 9 Plaintiffs and Class Members are current and former Mortgage Loan Officers ("MLOs") 10 employed by Defendant. Dec., at ¶ 10. Plaintiffs’ and Class Members’ shared job duties 11 include: originating loan applications; pulling credit reports and determining which loan 12 programs applicants qualify for. Id. Plaintiffs and Class Members are full-time 13 employees, who work at least forty hours per week, and typically work eight to eleven 14 hours per day on weekdays, equating to approximately one to ten hours of overtime per 15 week on average. Id. Defendant classifies Plaintiffs and Class Members as non-exempt 16 under the FLSA and Arizona law, and pays Plaintiff and Class Members an hourly rate of 17 $17.00 to $18.00 per hour. Id. In addition, Defendant pays Plaintiffs and Class Members 18 commissions that comprise a significant portion of their total monthly earnings, at times 19 exceeding their hourly income by multiples of two or three. Id. 20 B. Plaintiff’s Claims 21 Plaintiffs allege three causes of action under the federal Fair Labor Standards Act, 22 29 U.S.C. §§ 201, et seq., the Arizona Wage Act, A.R.S. §§ 23-350, et seq., and common 23 law unjust enrichment. Dec., at ¶ 11. Plaintiffs assert the FLSA claim on behalf of 24 themselves and others based upon OneAZ’s failure to pay employees overtime at the 25 statutory rate, and failure to keep the required, accurate records of all hours worked. Id. 26 Plaintiffs assert the second claim under the Arizona Wage Act on behalf of themselves 27 and the Arizona Class based upon OneAZ’s failure to include commission earnings in the 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 3 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 4 of 20 1 calculation of overtime compensation. Id. OneAZ also failed to timely pay all overtime 2 wages when due and failed to timely pay all overtime wages to Plaintiffs and Class 3 Members who were discharged from or quit their employment with Defendant during the 4 statutory period. Id. Finally, Plaintiffs allege on behalf of themselves and the Arizona 5 Class that OneAZ’s was unjustly enriched. Id. 6 Pursuant to Rule 23 of the Federal Rules of Civil Procedure ("FRCP"), Plaintiffs 7 seek to represent the following Class: 8 Current and former MLOs employed by Defendant in Arizona for any period 9 of time between November 14, 2013 and November 14, 2016 who received incentive compensation from Defendant, whose names are the following: 10 Adams, Jake D.; Allabastro, Warren; Allen, Marie; Al-Rifai, Melissa; 11 Bemisdarfer, Dorothy; Burnam, Vikki; Burris, Sarah; Campbell, Brian; Chittenden, Andrew; Crawford, Erika; Dawson, Kimberly; Eastlack, Melody; 12 Espinoza, Stephanie; Funk, Audra; Geiger, Sarah; Gonzales, Rudy; Grimes, Janine; Halopoff, Peter; Jester, Michael; Koon, Tom; Lizarraga, Daniel J.; 13 Lobur, Tamella; Lopez, Javiel; Mitchell, Maret; Pilgrim, Tami; Raso, Eric; 14 Robel, Morgan; Rodriguez, Daniel; Ross, Steven; Rush, David; Sandoval, Jorge; Schlieper, Bryan; Schmidt, Brian; Slater, Paul; Stewart, Adam; Sullivan, 15 Nancy; Talpa, Florentina; Taylor, Tina; Teeples, Cody D.; Wilmarth, Holly 16 Jean; Zarate, Diana; Zink, Heather. ("Preliminary Settlement Class"). Dec., at ¶ 12. 17 C. Procedural History 18 Plaintiffs filed their Complaint on November 14, 2016 in the U.S. District Court, 19 District of Arizona. (ECF Doc. No 1.). Defendant filed its Answer on January 4, 2017. 20 (ECF Doc. No. 16.) Counsel for the Parties participated in a Rule 26(f) conference on 21 January 26, 2017, and on February 8, 2017, filed their joint Scheduling and Planning 22 Conference Report. (ECF Doc. No. 19.) Thereafter, the Parties served their Initial 23 Disclosures and Preliminary Witness Lists. (ECF Doc. Nos. 20-21.) The Parties have 24 engaged in limited, informal discovery. Dec., at ¶ 13. On January 19, 2017, Defendant 25 provided Class Counsel with spreadsheets containing information for 40 Class Members 26 for each bi-weekly pay period from November 2013 to November 2016, including regular 27 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 4 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 5 of 20 1 hours worked, overtime hours worked, regular earnings paid, overtime earning paid and 2 commissions earned on a monthly basis by all Class Members. Dec., at ¶ 14. The Parties 3 participated in a settlement conference before United States Magistrate Judge Michelle 4 Burns on April 20, 2017 and have now reached a negotiated settlement, conditioned upon 5 the Court’s approval. Dec., at ¶ 15. 6 D. Damages 7 Settlement negotiations were based on the limited, informal discovery received 8 from OneAZ, consisting of the spreadsheets produced on January 19, 2017, detailing the 9 payroll information for 40 Class Members. Dec., at ¶ 16. Class Counsel did an extensive 10 analysis of this data to determine the amount of unpaid overtime owing to Class Members. 11 Id. The Parties and Counsel agree that the formula used to re-calculate overtime 12 payments in the spreadsheets is correct; that 29 C.F.R. § 778.120 is the applicable 13 regulation; and Defendant’s calculations are compliant with the regulation. Dec., at ¶ 16. 14 E. Settlement Negotiations 15 The Parties participated in a settlement conference before U.S. Magistrate Judge 16 Michelle Burns on April 20, 2017. Dec., at ¶ 15. The Parties did not settle at the 17 conference, but continued negotiations until reaching the settlement presented today. 18 Dec., at ¶ 16. The Settlement Agreement was fully-executed on June 14, 2017. Dec., at ¶ 19 16. 20 III. TERMS OF THE SETTLEMENT 21 A. Basic Terms 22 OneAZ agrees to pay the total amount of overtime due to the Class Members, plus 23 liquidated damages and other penalties, to settle all claims. Dec., at ¶ 17. Defendant 24 agreed to make these previously calculated payments to Class Members and has already 25 begun doing so. Id. The total damages, plus liquidated damages, are $149,899.35.2 Dec., 26 27 2 All but $43,113.83 of this amount has already been paid. 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 5 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 6 of 20 1 at ¶ 18. Defendants also agree to pay an additional $20,000 in liquidated and treble 2 damages and interest. Dec., at ¶ 19. 3 B. Allocation and Awards 4 Again, the Parties and their Counsel agree that the following formula used to re-5 calculate overtime payments is correct pursuant to 29 C.F.R. § 778.120, and that 6 Defendant’s calculations are compliant therewith: 7  Monthly incentive divided by 4.3 (number of weeks in a month) = Weekly Incentive. 8  Weekly Incentive x 2 (weeks per pay period) = Bi-Weekly Incentive. 9  Bi-Weekly Incentive divided by total hours worked during the applicable 2-week pay 10 period (including both regular and overtime hours) = Additional Amount Per Hour Earned Relating to the Incentive Payment. 11 12  Additional Amount Per Hour Earned Relating to the Incentive Payment divided by 2 (to determine the overtime premium) = Overtime Premium. 13  Overtime Premium x Overtime Hours During the Applicable Pay Period = Overtime 14 Amounts on Incentive Payment for the Applicable Pay Period. 15 Dec., at ¶ 20. Using this formula, Class Members will receive the additional overtime due 16 them. Dec., at ¶ 21. Further, an additional $20,000 in liquidated and treble damages and 17 interest will be allocated based upon the number of weeks each Class Member worked 18 during the class period. Dec., at ¶ 22. 19 C. Scope of Release 20 The Settlement releases the claims of each Class Member who has not opted out of 21 the proposed Settlement and which claims were or could have been asserted in the lawsuit 22 for violation of the FLSA and the Arizona Wage Act. The claims released are: "all 23 claims, demands, rights, liabilities and causes of action that were or could have been 24 asserted (whether in tort, contract, or otherwise) for violation of the Arizona Wage Act, 25 A.R.S. §§ 23-350, et seq. and related common law, including but not limited to unjust 26 enrichment, as well as for violation of the FLSA, or any similar state or federal law, 27 whether for unpaid wages, economic damages, non-economic damages, liquidated 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 6 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 7 of 20 1 damages, punitive damages, restitution, penalties, other monies, or other relief arising out 2 of, relating to, or in connection with any facts and/or claims pled in the Complaint, which 3 are or could be the basis of claims that Defendant failed to provide all overtime wages due 4 at any time during the Class Period." Dec., at ¶ 23. 5 D. Settlement Administration 6 Due to the small class size, the Parties will not use a settlement administrator. 7 Instead, Defense Counsel will administer the settlement with oversight from Class Counsel. Dec., at ¶ 24. Defense Counsel will update Class Members addresses as 8 needed, mail Notice to Class Members, re-mail Notice if returned as undeliverable with a 9 forwarding address, make reasonable efforts – including a skip trace – to update addresses 10 and remail the Notice to updated addresses, calculating Individual Settlement Payments, 11 calculating payroll taxes, and managing disbursements to the Class Members. Dec., at ¶ 12 25. 13 IV. ARGUMENT 14 A. Legal Standard 15 The Court has broad discretion to grant approval of a class action settlement, and 16 should do so when it is "fair, adequate, reasonable, and not a product of collusion." 17 Hanlon v. Chrysler Corp., 150 F.3d 1011, 1026 (9th Cir. 1998). The Ninth Circuit has a 18 "strong judicial policy that favors settlements, particularly where complex class action 19 litigation is concerned." In re Syncor ERISA Litig., 516 F.3d 1095, 1101 (9th Cir. 2008). 20 Approval is a two-step process in which the Court first determines whether a proposed 21 settlement deserves preliminary approval so that settlement notice can be disseminated, 22 and thereafter, whether final approval is warranted. Manual of Complex Litigation § 23 21.632 (4th ed. 2004). At the preliminary approval stage, the Court considers only 24 "whether the settlement agreement'appears to be the product of serious, informed, non-25 collusive negotiations,’ is fair, and has no obvious deficiency." Horton v. USAA Cas. Ins. 26 Co., 266 F.R.D. 360, 363 (D. Ariz. 2009) (internal citations omitted). A class action 27 should be approved if "it is fundamentally fair, adequate and reasonable." Class Plaintiffs 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 7 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 8 of 20 1 v. City of Seattle, 955 F.2d 1268, 1276 (9th Cir. 1992) (internal citations omitted). There 2 is a "strong initial presumption that the compromise is fair and reasonable." Hanlon, 150 3 F.3d at 1019. Courts strongly favor settlement, particularly in complex class actions. See, 4 e.g., Class Plaintiffs, 955 F.2d at 1276. 5 The Court’s fairness determination will balance several factors, such as: the 6 strength of plaintiff’s case; the risk, expense, complexity, and likely duration of further 7 litigation; the settlement amount; the relationship between the settlement amount and the likelihood of success and potential recovery at trial; defendant’s ability to pay a judgment 8 larger than the proposed settlement; the extent of discovery, the stage of proceedings’ and 9 the experience and views of counsel; and the reaction of the Class Members to the 10 proposed settlement. In re Washington Pub. Power Supply Sys. Sec. Litig., 720 F. Supp. 11 1379, 1387 (D. Ariz. 1989), aff’d sub nom. Not all of these factors apply to every class 12 settlement, and one factor alone may prove enough for court approval. See, e.g., Torrisi v. 13 Tucson Elec. Power Co. 8 F.3d 1370, 1376 (9th Cir. 1993). District courts have wide 14 discretion in assessing the weight and applicability of each factor. Id. 15 B. The Court Should Certify the Settlement Class for Settlement Purposes 16 1. Plaintiffs Satisfy Numerosity Requirements 17 The numerosity requirement demands that a class be large enough that joinder of 18 all members would be impracticable. Fed.R.Civ.P. 23(a)(1). While there is no exact 19 number, courts routinely find numerosity with classes of at least forty members. See 20 Horton, supra, at 365; Newberg on Class Action § 3.12 (5th ed.). The Class here includes 21 approximately 40 members, both current and former employees, which is large enough 22 that joinder would be impracticable. Dec., at ¶¶ 26 and 27. 23 2. Plaintiffs’ Claims Raise Common Issues of Fact or Law 24 The commonality requirement of Fed.R.Civ.P. 23(a)(2) "is met if there is at least 25 one common question of law or fact." Fry v. Hayt, Hayt, & Landau, 198 F.R.D. 461, 467 26 (E.D. Pa. 2000). Rule 23(a)(2) is construed permissively. Hanlon, supra. Plaintiff "need 27 not show that … even a preponderance of questions, [are] capable of classwide resolution. 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 8 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 9 of 20 1.. a single common question" satisfies commonality. Wang v. Chinese Daily News, Inc., 2 737 F.3d 544 (9th Cir. 2013). Here, common questions of law and fact predominate as 3 alleged in the Complaint. Dec., at ¶ 28. Specifically, the following questions are 4 common to all Class Members: whether the work performed by Plaintiffs and the Class is 5 the type of work Defendant employed them to perform; whether Defendant maintains a 6 common policy and practice of failing to pay Plaintiffs and the Class all overtime 7 compensation due; whether Defendant fully compensated Plaintiffs and the Class for all of the overtime work performed for Defendant; whether Defendant violated A.R.S. §§ 23-8 350, et seq., through its policy and practice of not paying employees overtime calculated 9 on commissions; and whether Defendant was unjustly enriched by its failure to pay 10 Plaintiffs and the Class for all hours worked. Id. Because these questions can be resolved 11 at the same juncture, the commonality requirement is satisfied. Dec., at ¶ 29. 12 3. Plaintiffs’ Claims are Typical of the Claims of the Class 13 "Rule 23(a)(3) requires that the claims of the named parties be typical of the claims 14 of the members of the class." Fry, 198 F.R.D. at 468. "Under the rule’s permissive 15 standards, a representative’s claims are'typical’ if they are reasonably coextensive with 16 those of absent class members; they need not be substantially identical." Hanlon, 150 17 F.3d at 1020. Here, Plaintiffs’ claims are typical of those of all other non-exempt MLOs. 18 Dec., at ¶ 30. A review of payroll data confirms that MLOs who worked for Defendant 19 were subjected to the same illegal policies and practices as Plaintiffs. Dec., at ¶ 31. 20 4. Plaintiffs and Class Counsel will Adequately Represent the Class 21 The adequacy of representation requirement of Fed.R.Civ.P. 23(a)(4), is satisfied if 22 Plaintiffs show "(1) that the putative named plaintiff has the ability and the incentive to 23 represent the claims of the class vigorously; (2) that he or she has obtained adequate 24 counsel, and (3) that there is no conflict between the individual’s claims and those 25 asserted on behalf of the class." Fry, 198 F.R.D. at 469. Here, Plaintiffs’ claims are not 26 antagonistic to those of the Class Members. Dec., at ¶ 32. Plaintiffs have prosecuted this 27 case with the Class Members’ interests in mind. Id. Moreover, Class Counsel have 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 9 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 10 of 20 1 extensive experience in employment litigation, including wage and hour class actions, and 2 have no conflicts with the class. Id. 3 5. The Rule 23(b)(3) Requirements for Certification are Also Met. 4 Under Rule 23(b)(3), Plaintiffs must show that common questions "predominate 5 over any questions affecting only individual members" and that a class action is "superior 6 to other available methods for fairly and efficiently adjudicating the controversy." Wang, 7 737 F.3d at 545 (9th Cir. 2013). "The predominance analysis under Rule 23(b)(3) focuses on the'relationship between the common and individual issues’ in the case and'tests 8 whether proposed classes are sufficiently cohesive to warrant adjudication by 9 representation.’" Id. Here, the common questions raised in this action predominate over 10 any individualized questions concerning the Class. Dec., at ¶ 33. The Class is entirely 11 cohesive because resolution of Plaintiffs’ claims all hinge on the uniform overtime pay 12 policies and practices of OneAZ, rather than any individualized treatment the Class 13 members. Dec., at ¶ 34 As a result, the resolution of the alleged class claims will be 14 resolved through the use of common forms of proof, such as OneAZ’s uniform policies, 15 and will not require inquiries specific to individual class members. Id. 16 Further, the class action mechanism is a superior method of adjudication compared 17 to numerous individual suits. Dec., at ¶ 35. To evaluate superiority, courts consider: (A) 18 the class members’ interests in individually controlling the prosecution or defense of 19 separate actions; (B) the extent and nature of any litigation concerning the controversy 20 already begun by or against class members; (C) the desirability of concentrating the 21 litigation of the claims in the particular forum; and (D) the likely difficulties in managing 22 a class action. Fed.R.Civ.P. 23(b)(3)(A)-(D). Here, Class Members do not have a strong 23 interest in controlling their individual claims. Id. If the Class Members proceeded as 24 individuals, their individual suits would require duplicative discovery and litigation. Id. 25 In contrast, the class mechanism will efficiently resolve numerous identical claims while 26 preserving judicial resources and eliminating possibly conflicting decisions from 27 repetitious litigation. Id. Accordingly, class treatment is superior. 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 10 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 11 of 20 1 C. The Settlement Should be Preliminarily Approved because it is Fair, 2 Reasonable, and Adequate. 3 In considering a proposed class settlement, courts must find that the settlement is 4 "fair, reasonable, and adequate." Fed.R.Civ.P. 23(e)(2); Officers for Justice v. Civil Serv. 5 Comm’n of San Francisco, 688 F.2d 615, 625 (9th Cir. 1982). The relevant 6 considerations are: (1) strength of the plaintiffs’ case; (2) risk, expense, complexity, and 7 likely duration of further litigation; (3) risk of maintaining class action status throughout 8 the trail; (4) amount offered in settlement; (5) extent of discovery completed and the stage 9 of the proceedings; (6) experience and views of counsel; (7) presence of a governmental 10 participant; and (8) reaction of the class members to the proposed settlement. Churchill 11 Village, LLC v. Gen. Elec., 361 F.3d 566, 575 (9th Cir. 2004) (citing Hanlon, 150 F.3d at 12 1026). Importantly, courts presume fairness "if the settlement is recommended by class 13 counsel after arm’s-length bargaining." Wren v. RGIS Inventory Specialists, No. C-06-14 05778 JCS, 2011 WL 1230826, at *6 (N.D. Cal. Apr. 1, 2011). There is also "a strong 15 judicial policy that favors settlements, particularly where complex class action litigation is concerned." In re Syncor ERISA Litig., 516 F.3d at 1101. In light of these factors, the 16 proposed settlement is fair, reasonable, and adequate. 17 18 1. The Terms of the Settlement are Fair, Reasonable, and Adequate. 19 In evaluating fairness, courts compare the settlement amount with the estimated 20 maximum damages recoverable in a successful litigation. In re Mego Fin. Corp. Sec. 21 Litig., 213 F.3d 454, 459 (9th Cir. 2000). The settlement here is fair, reasonable, and 22 adequate because it provides for Overtime True-Up payments amounting to 100% 23 recovery. Dec., at ¶ 36. The settlement was arrived at by determining how much Class 24 Members had already been paid and how much they were actually owed. Dec., at ¶¶ 36-25 40. The settlement also includes liquidated damages, which were negotiated at the 26 Settlement Conference. Id. 27 2. The Allocation of the Settlement Fund is Fair. 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 11 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 12 of 20 1 Defendant has agreed to pay $149.899.35, plus an Additional Overtime True-Up 2 Payment to the Settlement Class in the amount of $20,000.00 which represents: i) 3 liquidated damages on overtime true-up payments on any incentive compensation earned 4 by the Settlement Class from November 1, 2013 through October 31, 2014, and ii) a 5 portion of additional treble damages available under the Arizona Wage Act and interest. 6 Id. 7 3. Litigating this Action would Delay Recovery and Would Be 8 Expensive, Time Consuming, and Risky. The value of the proposed Settlement is fair given the risks and uncertainties of 9 continued litigation. Dec., at ¶ 36. The Settlement amounts to 100% recovery and thus, 10 there is no value in risking trial and incurring more costs. Id. Litigating further would 11 require substantial additional costs for preparation with no additional benefit. Dec., at ¶¶ 12 36-37. Resolving this case by means of an early settlement will yield a prompt, certain, 13 and complete recovery for the Class Members, plus liquidated damages and more – a 14 result beneficial to the Class Members and the court system. Dec., at ¶ 38. 15 4. The Settlement is the Product of Informed, Non-Collusive, and 16 Arm’s-Length Negotiations between Experienced Counsel. 17 Courts presume a settlement is fair when reached through arm’s-length bargaining. 18 See Hanlon, 150 F.3d at 1027; Wren, 2011 WL 1230826, at *14. Where counsel are well-19 qualified based on their experience and familiarity with the strengths and weaknesses of 20 the action, courts find this factor satisfied. Wren, 2011 WL 1230826, at *10; Carter v. 21 Anderson Merchandisers, LP, Nos. EDCV 08-0025, EDCV 09-0216, 2010 WL 1946784, 22 at *8 (C.D. Cal. May 11, 2010) ("Counsel’s opinion is accorded considerable weight.") 23 Here, the settlement was a product of non-collusive, arm’s-length negotiations. Dec., at ¶ 24 39. The Parties participated in a full-day settlement conference before a U.S. Magistrate 25 Judge who is a skilled adjudicator with experience overseeing settlement conferences. 26 Dec., at ¶ 37. Class Counsel, who have extensive experience litigating class and 27 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 12 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 13 of 20 1 collective wage and hour claims, having been qualified as counsel in numerous actions, 2 support the Settlement. Dec., at ¶ 40. 3 D. The Class Representative Enhancement Payment is Reasonable. 4 Named Plaintiffs in class actions are eligible for reasonable service awards. See 5 Stanton v. Boeing Co., 327 F.3d 938, 976-77 (9th Cir. 2003). "Courts routinely approve 6 incentive awards to compensate named plaintiffs for their services they provided and the 7 risks they incurred during the course of the class action litigation." Ingram v. The Coca-Cola Co., 200 F.R.D. 685, 694 (N.D. Ga. 2001) (approving $300,000 payment to each 8 class representative in employment action settling before class certification) (quoting In re 9 S. Ohio Corr. Facility, 175 F.R.D. 270, 272 (S.D. Ohio 1997)); see also Roberts v. 10 Texaco, Inc., 979 F. Supp. 185 (S.D.N.Y. 1997) (approving incentive payments up to 11 $85,000 for named plaintiffs in employment action settling prior to class certification); 12 Van Vranken v. Atl. Richfield Co., 901 F. Supp. 294, 300 (N.D. Cal. 1995) (named 13 plaintiff received $50,000 for work in class action). Here, Plaintiffs request a Service 14 Award of $5,000.00 each to Plaintiffs Koon and Ross, as compensation for the critical 15 role they played, and the time, effort, and risks undertaken to help secure the result 16 obtained for the Class. Dec., at ¶ 41. Defendants do not oppose the $5,000 payment of 17 $5,000.00 to Plaintiffs Koon and Ross as a reasonable Service Award. Dec., at ¶ 42. 18 Indeed, the proposed Service Awards are fair reasonable in light of the payments 19 approved in similar cases cited above. 20 E. The Requested Attorneys’ Fees and Costs are Reasonable. 21 The proposed Settlement includes a payment to Class Counsel in the amount of 22 $75,000.00 for attorneys’ fees and costs incurred representing Plaintiffs and the Class 23 Members ("Attorneys’ Fees and Costs Award.") Dec., at ¶ 43. $75,000 is reasonable 24 considering the successful outcome, the time spent and the costs Class Counsel incurred 25 enforcing overtime rights against a well-resourced Defendant that hired skilled attorneys 26 to mount a capable defense. Id. None of the $75,000 will come from the agreed upon 27 $169,899.35 to be paid to the Class Members. Dec., at ¶ 44. Class Counsel secured 100% 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 13 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 14 of 20 1 recovery plus liquidated damages (double damages) under the FLSA, including a third 2 year of liability, which would have require a showing of willfulness if litigated. And, 3 Class Counsel secured a portion of the treble damages available under Arizona’s Wage 4 Act. Dec., at ¶ 45. Further, Defendant agrees to now comply with the law. 5 As of June 13, 2017, Class counsel invested approximately 379 hours in this action, 6 for a raw lodestar of about $247,000. Dec., at ¶ 46. Counsel have also advanced 7 $2,669.38 in out-of-pocket litigation expenses. Dec., at ¶ 47. $75,000.00, which encompasses Class Counsel’s fees and costs, is reasonable under the law and the 8 particular facts of this case, and promotes the Congressional mandate of permitting 9 attorneys to effectively enforce the FLSA. Dec., at ¶ 48. Indeed, without enforcement of 10 the FLSA’s fee-shifting provisions in cases like this, well-resourced defendants can 11 prevent workers from retaining effective counsel simply by waging costly wars of 12 attrition. Dec., at ¶ 49. 13 1. Overview of Class Counsels’ work on the case 14 Class Counsel performed extensive work to secure this Settlement. Dec., at ¶ 50. 15 Class Counsel initially vetted the claims of Plaintiffs Koon and Ross by researching 16 OneAZ and its operations, as well as the case law concerning potential claims and prior 17 litigation against OneAZ. Id. Counsel spent significant time drafting a detailed class and 18 collective action Complaint. Id. The drafting process was time-consuming and 19 meticulous, as it required follow-up interviews with Plaintiffs Koon and Ross, legal 20 research and analysis, and factual investigation, along with multiple phases of drafting and 21 revising to prepare a quality pleading. Id. 22 Class Counsel also spent a significant amount of time on informal discovery. On 23 January 19, 2017, Defendant provided Class Counsel with the previously discussed 24 spreadsheets containing payroll data. Dec., at ¶ 51.. Class Counsel did extensive analysis 25 of the data to determine how much unpaid overtime was owing to the Class Members. 26 Further, the Parties participated in a FRCP Rule 26(f) conference on January 26, 2017, in 27 preparation for which Class Counsel did a significant amount of work. Id. Following the 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 14 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 15 of 20 1 Rule 26(f) conference, on February 8, 2017, the Parties filed their Joint Scheduling and 2 Planning Conference Report. Id. Class Counsel then began to prepare for discovery. Id. 3 They prepared initial disclosures, and served those on February 20, 2017. Id. Class 4 Counsel then prepared for a settlement conference on April 20, 2017, requiring Class 5 Counsel to draft a Settlement Conference Memorandum, travel to and participate in the 6 conference. Dec., at ¶ 52. Not having reached a complete settlement of all issues at the 7 conference, the Parties continued negotiations, eventually reaching the terms proposed here. Dec., at ¶ 53. Class Counsel also prepared the final approval papers and have been 8 involved in drafting this approval motion and supporting documents. Dec., at ¶ 54. 9 10 2. Plaintiffs are entitled to attorneys’ fees under the FLSA because they are a prevailing party under Section 216(b) 11 The FLSA provides that courts "shall, in addition to any judgment awarded to 12 plaintiff or plaintiffs, allow a reasonable attorney’s fee to be paid by the defendant, and 13 costs of the action." 29 U.S.C. § 216(b). "[A] prevailing plaintiff [under statutes with 14 fee-shifting provisions] should ordinarily recover an attorney’s fee unless special 15 circumstances would render such an award unjust." Hensley v. Eckerhart, 461 U.S. 424, 16 429 (1983) (internal quotations and citations omitted.) A prevailing party is one who 17 secures a "judicially sanctioned change in the legal relationship of the parties." 18 Buckhannon Bd. & Care Home, Inc. v. West Va. Dep’t of Health & Human Resources, 19 532 U.S. 598, 605 (2001). The Supreme Court has held that: "[t]he fact that [the plaintiff] 20 prevailed through a settlement rather than through litigation does not weaken [the 21 plaintiff’s] claim to fees." Maher v. Gagne, 448 U.S. 122, 129 (1980). Here, if the Court 22 grants final approval of the settlement, Plaintiffs will have secured a judicially-sanctioned 23 change in the parties’ legal relationship that achieves a substantial benefit for the 24 collective. The settlement is more than sufficient to grant Plaintiffs prevailing party 25 status. Thus, an award of Class Counsel’s reasonable attorneys’ fees and costs under 26 Section 216(b) is warranted. 27 3. The Parties agreed upon a reasonable amount of attorneys’ fees 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 15 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 16 of 20 1 Under a fee-shifting statute, such as the FLSA, the court "must calculate awards for 2 attorneys’ fees using the'lodestar’ method," which involves multiplying the number of 3 hours the prevailing party reasonably expended on the litigation by a reasonable hourly 4 rate. Staton v. Boeing Co., 327 F.3d 938,965 (9th Cir. 2003); Pennsylvania v. Del. Valley 5 Citizens’ Council for Clean Air, 478 U.S. 546, 565 (1986). The Supreme Court has 6 affirmed the primacy of the lodestar method of computing fees. Perdue v. Kenny A., 559 7 U.S. 542 (2010). There is a "strong presumption" in favor of awarding the lodestar. See City of Burlington v. Dague, 505 U.S. 557, 562 (1992); Del. Valley, 478 U.S. at 565. The 8 agreed upon amount of $75,000.00 is reasonable in light of Class Counsel’s current 9 lodestar of over $247,000.00 based upon 379 hours billed and costs of 2669.38. 10 11 4. Counsel devoted substantial time to this case that could have otherwise been devoted elsewhere 12 As discussed above, Class Counsel spent substantial time developing and 13 prosecuting this case, which could have been devoted to furthering other cases. 14 5. Class Counsel accepted this case on a contingency fee basis 15 Class Counsel accepted this case on a contingent fee basis, even though the risks 16 involved were substantial. Dec., at ¶ 55. There was no guarantee that this case would end 17 favorably for Plaintiffs when Class Counsel agreed to represent Plaintiffs. Id. 18 6. Class Counsel has substantial experience as class and collective 19 action litigators 20 Class Counsel are highly-regarded members of the wage-and-hour and 21 employment bar, with extensive experience in class and collective action litigation, 22 including in unpaid overtime cases such as this one. Dec., at ¶ 56. Their experience, 23 expertise, and reputation are detailed in their accompanying declaration. 24 7. Class Counsel achieved an excellent recovery in spite of 25 significant litigation risk 26 The settlement will bring substantial relief the Class Members, amounting to 100% of their damages under the FLSA, as well as liquidated and treble damages. Dec., at ¶ 57. 27 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 16 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 17 of 20 1 The parties agreed to a three-year limitations period (rather than two), which makes this a 2 particularly strong result because a three-year limitations period requires proof of 3 willfulness. Dec., at ¶ 58. Further, the statute of limitations is tolled for each individual 4 opt-in Plaintiff only when he or she filed a consent to join (not when the original 5 complaint is filed). 29 U.S.C. § 256. Therefore, Plaintiffs may not have been able to 6 recover for numerous claims accrued during the settlement class period (but which did not 7 accrue during the limitations period), even if they had prevailed on the merits at trial. Dec., at ¶ 59. 8 F. The Proposed Notice and Claims Process is Reasonable. 9 The Court must ensure that Class Members receive the best notice practicable 10 under the circumstances. See Phillips Petroleum Co. v. Shutts, 472 U.S. 797, 811-12 11 (1985). Procedural due process does not guarantee any particular procedure, but only that 12 notice be reasonably calculated "to apprise interested parties of the pendency of the action 13 and afford them an opportunity to present their objections." Mullane v. Cent. Hanover 14 Bank & Trust Co., 339 U.S. 306, 314 (1950). A settlement notice "is satisfactory if it 15'generally describes the terms of the settlement in sufficient detail to alert those with 16 adverse viewpoints to investigate and to come forward and be heard.’" Churchill Village 17 LLC, 361 F.3d at 575. 18 The Class Notice, attached as Exhibit B hereto, and the agreed upon manner of 19 distribution is "the best notice practicable." Dec., at ¶ 60. Fed.R.Civ.P. 23(c)(2)(B). 20 Class Members have been identified and the Notice will be mailed directly to each Class 21 Member. Dec., at ¶ 61. The Notice is clear and provides information on the meaning and 22 nature of the Class definition, the class action, the terms and provisions of the Settlement 23 Agreement and Release, and the monetary awards that the Settlement will provide Class 24 Members. Id. The proposed Notice also fulfills the requirement of neutrality. Dec., at ¶ 25 62. See Conte, Newberg on Class Actions, § 8.34 (3rd Ed. 1992). It summarizes the 26 proceedings to provide context, and it summarizes the terms and conditions of the 27 settlement, including an explanation the settlement allocation among Plaintiffs, the Class 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 17 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 18 of 20 1 Members and Class Counsel in an informative, coherent, and easy-to-understand manner, 2 all in compliance with the Manual for Complex Litigation’s recommendation that "the 3 notice contain a clear, accurate description of the terms of the settlement." Dec., at ¶¶ 61-4 63. Manual for Complex Litigation, Settlement Notice, § 21.312 (4th Ed. 2004). 5 The Notice explains the procedures and deadlines for requesting exclusion from the 6 Settlement, objecting to the award, the consequences of taking or foregoing the various 7 options available to Class members, and the date, time, and place of the final settlement approval hearing. Dec., at ¶ 63. The proposed Notice also sets forth the attorneys’ fees 8 and costs sought by Plaintiffs. Id. In addition, the Notice explains that Class Members 9 may object to the Settlement. Id. The Notice states that the settlement does not constitute 10 an admission of liability by Defendant, and it makes clear that the final settlement 11 approval decision has yet to be made. Id. As such, the Notice is fair, complete, and 12 neutral. See Conte, Newberg on Class Actions, §§ 8.21 and 8.39 (3rd Ed. 1992); Manual 13 for Complex Litigation, Certification Notice, § 21.311; Settlement Notice, § 21.312 (4th 14 Ed. 2004). 15 Defense Counsel, with oversight from Class Counsel, will take reasonable steps to 16 ensure that all Class Members receive the Notice. Dec., at ¶ 64. Defendant has the last-17 known mailing addresses and Social Security Numbers for all Class Members and shall 18 use one or more commercially-reasonable skip tracing methods to update the contact 19 information. Id. With respect to Notices returned as undeliverable, Defense Counsel will 20 promptly attempt to obtain a valid mailing address by using one or more skip trace 21 databases. Id. If another address is identified, Defense Counsel will send the Notice to 22 the new address. Id. Class Members will have 30 days from mailing of the Class Notice 23 to opt-out, object to the Settlement, or dispute the information shown on the Notice. Dec., 24 at ¶ 65. Any Class Member who fails to timely request exclusion from the Settlement will 25 be deemed a Class Member whose rights and claims are determined by any order the 26 Court enters granting final approval, and any judgment the Court enters. Id. Because the 27 proposed Notice clearly describes the terms of the Settlement and the obligations of the 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 18 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 19 of 20 1 Class Members who participate, and because the Notice will be disseminated in a way 2 calculated to provide notice to as many Class Members as possible, the Notice should be 3 preliminarily approved. 4 G. The Court Should Approve the Proposed Schedule. 5 Attached hereto as Exhibit "C." 6 V. CONCLUSION 7 For the foregoing reasons, Plaintiffs respectfully request that this Court grant preliminary approval of the Settlement Agreement and Release. 8 9 Dated: June 16, 2017 Respectfully Submitted, 10 11/s/Carolyn H. Cottrell Carolyn H. Cottrell Admitted Pro Hac Vice 12 Nicole N. Coon Admitted Pro Hac Vice 13 Patrick J. Van Zanen, AZ Bar No. 021371 Jeffery R. Finley, AZ Bar No. 009683 14 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 15 Stephen F. Banta 16 ANDERSON BANTA CLARKSON PLLC 48 North MacDonald 17 Mesa, Arizona 85201 18 Telephone: (480) 707-2835 Facsimile: (480) 522-3649 19 sbanta@abclawgroup.com 20 Attorneys for Plaintiffs, the FLSA Class and 21 Putative Class 22 23 24 25 26 27 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 19 Case 2:16-cv-03939-JWS Document 34 Filed 06/16/17 Page 20 of 20 1 CERTIFICATE OF SERVICE 2 I hereby certify that, on June 16, 2017, I electronically transmitted the attached 3 document to the Clerk’s Office using the CM/ECF System for filing and transmittal of a 4 5 Notice of Electronic Filing to the following CM/ECF registrants: 6 Joshua R. Woodard 7 Jennifer R. Yee 8 One Arizona Center 400 E. Van Buren, Suite 1900 9 Phoenix, Arizona 85004-2202 Attorneys for Defendant OneAZ Credit Union, 10 f/k/a Arizona State Credit Union 11 12 13/s/Kelle J. Winter Kelle J. Winter 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 MEMORANDUM IN SUPPORT OF PRELIMINARY APPROVAL OF SETTLEMENT Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 20

Exhibit A

Exhibit A Case 2:16-cv-03939-JWS Document 34-1 Filed 06/16/17 Page 19 of 19 THOMAS H. KOON ________________________________ _________________________________ Signature Date STEVEN J. ROSS ________________________________ ___________ _________________________________ 06/14/17 Signature gnaature Date Page 17 of 17

Exhibit B

Exhibit B Case 2:16-cv-03939-JWS Document 34-2 Filed 06/16/17 Page 2 of 7 NOTICE OF CLASS ACTION SETTLEMENT, PROPOSED SETTLEMENT, AND FINAL FAIRNESS HEARING DATE Koon and Ross v. OneAZ Credit Union f/k/a Arizona State Credit Union Case No. 2:16-cv-03939-JWS United States District Court, District of Arizona TO: All current and former hourly, non-exempt Mortgage Loan Officers ("MLOs") employed by OneAZ Credit Union f/k/a Arizona State Credit Union in Arizona during the Class Period, beginning November 14, 2013 through November 14, 2016 (the "FLSA Collective and Arizona Class") who received incentive compensation from OneAZ Credit Union f/k/a Arizona State Credit Union. RE: Settlement of claims for alleged violations under Federal and Arizona wage and hour and common laws, including claims for alleged failure to pay overtime on incentive payments received while employed by OneAZ Credit Union f/k/a Arizona State Credit Union, and all related claims for relief. PLEASE READ THIS NOTICE CAREFULLY. THIS NOTICE COULD AFFECT YOUR LEGAL RIGHTS. YOU MAY BE ENTITLED TO MONEY FROM THIS SETTLEMENT. IF YOU WISH TO PARTICIPATE IN THIS SETTLEMENT OF THE CLASS ACTION, YOU DO NOT NEED TO DO ANYTHING; A CHECK FOR YOUR SHARE OF ANY SETTLEMENT FUNDS WILL BE MAILED TO YOU FOLLOWING FINAL COURT APPROVAL OF THE SETTLEMENT. I. WHY DID I RECEIVE THIS NOTICE AND WHAT IS THE CASE ABOUT? You are a potential FLSA Collective and Arizona Class Member in a class action lawsuit filed against OneAZ Credit Union f/k/a Arizona State Credit Union (the "Lawsuit"). The Lawsuit alleges OneAZ Credit Union f/k/a Arizona State Credit Union: (1) failed to pay overtime on incentive payments in violation of the Fair Labor Standards Act ("FLSA"), 29 U.S.C. §§ 201, et seq. and class action claims under the Arizona Wage Act, A.R.S. §§ 23-350, et seq. and common law unjust enrichment. The Parties reached an agreement to settle all claims in the Lawsuit (the "Settlement"), which was preliminarily approved by the United States District Court, District of Arizona ("the Court") on The Court has ordered that this Notice be sent to you to inform you of the Settlement and your legal rights under the Settlement. II. WHAT ARE THE PARTIES’ POSITIONS AND REASONS FOR SETTLEMENT? The Lawsuit was filed by Plaintiffs Thomas Koon and Steven Ross on behalf of themselves and others similarly situated in the FLSA Collective and Arizona Class Action (collectively the "Class Members"). Counsel for the Class Members ("Class Counsel") have extensively investigated and researched the facts and law for the issues in the Lawsuit, and believe Class Members have asserted valid claims. Taking all factors into account, Class Counsel believes the proposed Settlement is fair, adequate, and reasonable and in the best interests of the Class Members. 1 Case 2:16-cv-03939-JWS Document 34-2 Filed 06/16/17 Page 3 of 7 OneAZ Credit Union f/k/a Arizona State Credit Union believes all of its employees have been compensated in compliance with the law and denies that it has done anything wrong. Nothing about the Settlement may be used against OneAZ Credit Union f/k/a Arizona State Credit Union as an admission or indication of any fault or liability. The Parties both recognize that continuing to litigate the Lawsuit takes time and money and any outcome is uncertain. Therefore, the Parties have agreed to settle this Lawsuit on the terms set forth in the Settlement. The Court has made no ruling on the merits of the claims or defenses in the Lawsuit and has determined only that certification of the Class Members for settlement purposes is appropriate under the law. III. WHAT ARE THE SETTLEMENT TERMS? The Settlement provides that OneAZ Credit Union f/k/a Arizona State Credit Union has paid or will pay $149,899.35 in overtime true-up payments ("Previously-Agreed Overtime True-Up Payment"); $106,785.52 of which has already been paid out to Class Members and $43,113.83 which will be paid out to Class Members. This $149,899.35 amount represents: i) overtime true-up payments on any incentive compensation earned by Class Members from November 1, 2013 through October 31, 2016, plus liquidated damages from November 1, 2014 through October 31, 2016. The Settlement also provides for an additional overtime true-up payment to the Class Members in the amount of $20,000.00 which represents: i) liquidated damages on overtime true-up payments on any incentive compensation earned by the Class Members from November 1, 2013 through October 31, 2014, ii) a portion of additional treble damages available under the Arizona Wage Act, and iii) interest (the amounts set forth in this paragraph are referred to as the "Additional Overtime True-Up Payment") The Previously-Agreed Overtime True-Up Payment and the Additional Overtime True-Up Payment together are referred to as the "Gross Settlement Amount." The Gross Settlement Amount is the amount to be paid in order to fully resolve the claims in the Lawsuit. The Gross Settlement Amount to be paid to Class Members under the Settlement is $169,899.35. Class Counsel will ask the Court at the Final Approval Hearing to approve a Fee and Expense Award of $75,000.00, separate and apart from the Gross Settlement Amount. The Fee and Expense Award will fully compensate Class Counsel for all legal fees and expenses incurred in the Lawsuit, including any work they do in the future. Class Members are not personally responsible for any fees or expenses. Class Counsel will also ask the Court at the Final Approval Hearing to approve a Service Payment in the amount of $5,000.00 for each of the Named Plaintiffs, Thomas Koon and Steven Ross, for acting as the representatives on behalf of the Class Members and spending time assisting with the Lawsuit, which was not required of other Class Members. There is one class of current and former employees in the Settlement: Class Members: All current and former hourly, non-exempt Mortgage Loan Officers ("MLOs") employed by OneAZ Credit Union f/k/a Arizona State Credit Union in Arizona during the Class Period, beginning November 14, 2013 through November 14, 2016 who received incentive compensation from OneAZ Credit Union f/k/a Arizona State Credit Union. 2 Case 2:16-cv-03939-JWS Document 34-2 Filed 06/16/17 Page 4 of 7 This Notice summarizes the proposed Settlement. For the precise terms and conditions of the settlement, please contact Class Counsel at the location and numbers listed below. You may also access the Court docket in this case through the Court’s Public Access to Court Electronic Records (PACER) system at https://ecf.azd.uscourts.gov, or by visiting the office of the Clerk of the Court for the United States District Court for the District of Arizona, 401 West Washington Street, Phoenix, Arizona, between 9:00 a.m. and 4:00 p.m., Monday through Friday, excluding Court holidays. IV. WHAT ARE MY OPTIONS, HOW CAN I GET MY SETTLEMENT MONEY, AND WHAT DO I NEED TO DO?  Option 1 — Do nothing (other than confirm your address if requested by OneAZ Credit Union): If you do nothing (again, other than confirm your address if requested), you will automatically receive a payment for your share of the Settlement.  Option 2 — Request exclusion from the Settlement: If you wish to be excluded from the Settlement, you must submit an Exclusion Letter to the Class Counsel at the following address: SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP, 2000 Powell Street, Suite 1400, Emeryville, California 94608, on or before, 2017. Your Exclusion Letter must include your name and signature and the following statement or something similar to "I request to be excluded from the class action proceedings taking place in the matter of Koon and Ross v. OneAZ Credit Union., United States District Court, District of Arizona, Case No. 2:16-cv-03939-JWS." Exclusion Letters that do not include all required information, or that are not submitted timely, will be disregarded. If you submit an Exclusion Letter, you will not be bound by the Settlement and you will not receive any cash payment.  Option 3 — Object to the Settlement: If you are Class Member and wish to object and tell the Court why you do not like the Settlement, you may submit a written objection or appear at the final approval hearing to raise your objection. If the Court approves the Settlement despite your objection, you will still be bound by the Settlement. If you submit a written objection, it should identify this case name and number, Koon and Ross v. OneAZ Credit Union., United States District Court, District of Arizona, Case No. 2:16-cv-03939-JWS, and be submitted to the Court either by mailing to the Class Action Clerk, United States District Court for the District of Arizona, 401 West Washington Street, Phoenix, Arizona, Suite 130, or by filing it with the Court. You cannot ask the Court to order a larger settlement; the Court can only approve or deny the Settlement. If the Court denies approval, no settlement payments will be sent out, and the Lawsuit will continue. If you want, you may appear at the final approval hearing scheduled for at in Courtroom, United States District Court for the District of Arizona, 401 West Washington Street, Phoenix, Arizona, to have your objection heard by the Court. Any Class Member who does not object at or before the final approval hearing will be deemed to have approved the Settlement and to have waived such objections and shall not be able to make any objections (by appeal or otherwise) to the Settlement. V. HOW ARE THE INDIVIDUAL SETTLEMENT PAYMENTS CALCULATED? Plaintiffs and Class Counsel agree that 29 C.F.R. § 778.120 is the applicable regulation and that the Previously-Agreed Overtime True-Up Payment was and will be properly calculated as follows:  Monthly incentive divided by 4.3 (number of weeks in a month) = Weekly Incentive.  Weekly Incentive x 2 (weeks per pay period) = Bi-Weekly Incentive. 3 Case 2:16-cv-03939-JWS Document 34-2 Filed 06/16/17 Page 5 of 7  Bi-Weekly Incentive divided by total hours worked during the applicable 2-week pay period (including both regular and overtime hours) = Additional Amount Per Hour Earned Relating to the Incentive Payment.  Additional Amount Per Hour Earned Relating to the Incentive Payment divided by 2 (to determine the overtime premium) = Overtime Premium.  Overtime Premium x Overtime Hours During the Applicable Pay Period = Overtime Amounts on Incentive Payment for the Applicable Pay Period. The Additional Overtime True-Up Payment will be prorated based upon the number of weeks of employment from November 14, 2013 through October 31, 2016 of each Class Member as reflected by OneAZ Credit Union’s corporate and business records, not including leaves of absence. Your estimated settlement award is _________________________, ________________ of which has already been paid to you. For tax purposes, an individual Previously-Agreed Overtime True-Up Payment Settlement Payment shall be treated as settlement of wage claims, which will be subject to required tax withholdings, and reported on an IRS Form W¬2, except that each Class Member’s allocation of the $20,000 Additional Overtime True-Up Payment shall be treated as settlement of liquidated damages and treble damages, which will be paid without withholding any amount and will be reported on a Form 1099. You should consult with your tax advisors concerning the tax consequences of the payments you receive under the Settlement. VI. WHAT AM I GIVING UP IN EXCHANGE FOR THE SETTLEMENT BENEFITS? If approved by the Court, the Settlement will bar any Class Member who does not timely request exclusion from the Lawsuit from bringing certain claims described below. The Settlement contains the following provisions regarding the release of claims by Class Members: Upon the Effective Date, each member of the Settlement Class who has not opted out of the proposed Settlement, and each of their respective spouses, executors, representatives, heirs, successors, conservators, bankruptcy trustees, guardians, wards, joint tenants, tenants in common, tenants in the entirety, co-borrowers, agents, successors, assignees and assigns, and all others who also claim through them or who assert claims on their behalf shall be deemed to have, and by operation of the Judgment shall have fully, finally, and forever settled, released, relinquished and discharged the Defendant Releasees of and from all Released Claims and agree not to sue or otherwise make a claim against the Defendant Releasees for the Released Claims. The Individual Settlement Payments shall be paid to Class Members specifically in exchange for the release of the Defendant Releasees from the Released Claims and the covenant not to sue concerning the Released Claims. Notwithstanding the forgoing, current employees of Defendant are not releasing any rights to wages in the current pay period for time worked but not yet paid, or any incentive payments earned but not yet paid. This release includes, but is not limited to, all claimed or unclaimed compensatory damages, actual damages, statutory damages, damages stemming from any and all allegations of willfulness, recklessness, damages for emotional distress, consequential damages, 4 Case 2:16-cv-03939-JWS Document 34-2 Filed 06/16/17 Page 6 of 7 incidental damages, punitive and exemplary damages, interest, cost and fees, as well as all claims for equitable, declaratory, or injunctive relief that was alleged or could have been alleged in the Civil Action for claims that Defendant failed to provide all overtime wages due during the class period. The Parties hereby acknowledge that the Defendant Releasees are express intended beneficiaries of this Release, and that the Released Claims shall be dismissed with prejudice and released against the Released Parties, even if the Class Members never received actual notice of the Settlement prior to the Final Fairness Hearing or final approval of the Settlement. Also, upon the Effective Date, Named Plaintiffs and each member of the Settlement Class who has not opted out of the proposed settlement shall be permanently enjoined and barred from filing, commencing, prosecuting, intervening (as class members or otherwise) or receiving any benefits from any lawsuit, arbitration, or administrative proceeding arising from any of the Released Claims. The term "Defendant Releasees" means Defendant OneAZ Credit Union, its current and former parents, subsidiaries, affiliates, divisions, associates, agents, successors, assignors, assignees and assigns, their respective subsidiaries, affiliates, divisions, associates, agents, successors, assignors, assignees and assigns, and each of the foregoing’s respective present, former or future officers, directors, shareholders, members, equity interest holders, agents, control persons, advisors, employees, representatives, executors, receivers, conservators, trustees, consultants, insurers and reinsurers, accountants, attorneys, and any representative of the foregoing. This Settlement is conditioned upon the Court entering an order at or following the Final Approval hearing approving the Settlement as fair, reasonable, adequate and in the best interests of the Class Members. VII. WHEN AND WHERE WILL THE COURT DECIDE WHETHER TO APPROVE THE SETTLEMENT? The Final Approval hearing on the adequacy, reasonableness, and fairness of the Settlement will be held on at in Courtroom, United States District Court for the District of Arizona, 401 West Washington Street, Phoenix, Arizona. The hearing date may be changed without further notice. However, you can check the Court’s PACER site or contact Class Counsel to find out if the hearing date has changed. You are not required to attend the Final Approval hearing. VIII. WHO ARE THE ATTORNEYS REPRESENTING THE PLAINTIFFS? Plaintiffs and the Class Members are represented in this Lawsuit by attorneys at the law firms of Schneider Wallace Cottrell Konecky Wotkyns LLP and Anderson Banta Clarkson PLLC, whose contact information appears below. SCHNEIDER WALLACE ANDERSON BANTA CLARKSON PLLC COTTRELL KONECKY WOTKYNS LLP Stephen F. Banta Carolyn H. Cottrell 48 North MacDonald Nicole N. Coon Mesa, Arizona 85201 2000 Powell Street, Suite 1400 Telephone: 480-788-3053 Emeryville, California 94608 Facsimile: 480-522-3649 Telephone: 415 421-7100 sbanta@abclawgroup.com Facsimile: 415 421-7105 ccottrell@schneiderwallace.com ncoon@schneiderwallace.com 5 Case 2:16-cv-03939-JWS Document 34-2 Filed 06/16/17 Page 7 of 7 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP Jeffrey R. Finley Patrick J. Van Zanen Schneider Wallace Cottrell Konecky Wotkyns LLP 8501 North Scottsdale Road, Suite 270 Scottsdale, Arizona 85253 Telephone: 480-423-0141 Facsimile: 415 421-7105 jfinley@schneiderwallace.com pvanzanen@schneiderwallace.com IX. CAN ONE AZ CREDIT UNION RETALIATE AGAINST ME AS A RESULT OF WHAT I DO IN RESPONSE TO THIS NOTICE? No. If you are a current employee of OneAZ Credit Union, your decision as to whether or not to participate in this settlement will in no way affect your employment with OneAZ Credit Union. It is illegal for OneAZ Credit Union to take any adverse employment action against you as a result of your decision whether or not to participate in this settlement. IF YOU NEED MORE INFORMATION OR HAVE ANY QUESTIONS, you may contact Class Counsel at the address and telephone number listed below, toll free. SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP Mr. Patrick J. Van Zanen 8501 North Scottsdale Road, Suite 270 Scottsdale, Arizona 85253 480-423-0141 ADDITIONAL INFORMATION This Notice only summarizes the Action, the Settlement, and related matters. For more information, you may inspect the Court files at the Office of the Clerk, United States District Court for the District of Arizona, 401 West Washington Street, Phoenix, Arizona, from 9:00 a.m. to 4:00 p.m., Monday through Friday. PLEASE DO NOT TELEPHONE THE COURT FOR INFORMATION ABOUT THIS SETTLEMENT OR THE CLAIMS PROCESS. 6

Exhibit C

Exhibit C Case 2:16-cv-03939-JWS Document 34-3 Filed 06/16/17 Page 2 of 4 PROPOSED SETTLEMENT SCHEDULE Date of preliminary approval of the TBD Settlement as to FLSA Collective and Arizona Class ("Collective and Class Members") Defendant to provide Class Counsel the Within 5 Calendar following the Date of names for all Collective and Class Preliminary Approval Members, as well as any relevant information regarding their dates of employment as Mortgage Loan Officers including but not limited to work week information and estimated Settlement Awards, amounts previously paid (and proof of payment) and amounts to be paid. Defense Counsel to Mail Notice Packets Within 5 Calendar days after providing the to Collective and Class Members by Collective and Class Member List and first class mail. Settlement Award Information to Class Counsel Defense Counsel to complete any skip trace or other address searches for any Class Member whose notice is returned undeliverable. Deadline for: 30 days after Notice Packets are mailed. Collective and Class Members to opt-out of Settlement. Collective and Class Members to file any objections to the settlement. Defense Counsel to provide Class 7 Calendar days prior to Final Approval Counsel a Declaration Re: Hearing Administration of the Settlement Hearing on Motion for Final Approval TBD Case 2:16-cv-03939-JWS Document 34-3 Filed 06/16/17 Page 3 of 4 Effective Date The date on which the Judgment approving the Settlement Agreement becomes Final. Final means the date on which all appellate rights with respect to the Judgment have expired or have been exhausted in such a manner as to affirm the Judgment and, when no further appeals are possible, including but not limited to review by the United States Supreme Court. Appellate rights will have been exhausted or expired on the date the Judgment approving this Agreement is entered if there are no objectors or intervenors who have noticed an appearance Class Counsel’s attorneys’ fees and No later than 10 Business days after the expenses and Named Plaintiffs’ Service Effective Date Awards shall be paid Defense Counsel shall provide Class No later than 10 Business days after the Counsel with an accounting ("Final Effective Date Accounting") of all overtime true-up payments previously made, or promised to be made, and proof that such payments were made, to the Collective and Class Members Settlement Awards-including both any No later than 10 Business days after Class unpaid Previously-Agreed Overtime Counsel’s approval of the Final True-Up Payments and the Additional Accounting Overtime True-Up Payments-shall be paid by Defendant to Collective and Class Members Defense Counsel to complete any skip trace or other address searches for any Class Member whose Notice is returned undeliverable. Case 2:16-cv-03939-JWS Document 34-3 Filed 06/16/17 Page 4 of 4 Defendant to stop payment on uncashed 180 days after issuance of Settlement checks for Class Members that have not Awards cashed checks. Uncashed check funds shall be distributed to Collective and Class Members who cashed checks or to a cy pres recipient, at Class Counsel’s option

Text of Proposed Order Proposed Order) *Modified to add motion on 6/19/2017 (DXD

Case 2:16-cv-03939-JWS Document 34-4 Filed 06/16/17 Page 1 of 8 1 Jeffery R. Finley, AZ Bar No. 009683 Patrick J. Van Zanen, AZ Bar No. 021371 2 SCHNEIDER WALLACE COTTRELL 3 KONECKY WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 4 Scottsdale, Arizona 85253 Telephone: (480) 428-0143 5 Facsimile: (866) 505-8036 6 jfinley@schneiderwallace.com pvanzen@schneiderwallace.com 7 Carolyn H. Cottrell Admitted Pro Hac Vice 8 Nicole N. Coon Admitted Pro Hac Vice 9 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 10 2000 Powell Street, Suite 1400 San Francisco, California 94608 11 Telephone: (415) 421-7100 12 Facsimile: (415) 421-7105 ccottrell@schneiderwallace.com 13 ncoon@schneiderwallace.com 14 Attorneys for Plaintiffs, the FLSA Class and Putative Class 15 Additional Counsel on Signature Page 16 17 IN THE UNITED STATES DISTRICT COURT 18 FOR THE DISTRICT OF ARIZONA 19 THOMAS H. KOON and STEVEN J. Case No. 2:16-cv-03939-JWS 20 ROSS, on behalf of themselves and all others similarly situated, [PROPOSED] NOTICE ORDER 21 PRELIMINARILY APPROVING Plaintiffs, 22 SETTLEMENT, CERTIFYING vs. SETTLEMENT CLASS, AND 23 ESTABLISHING NOTICE ONEAZ CREDIT UNION, F/K/A PROCEDURES 24 ARIZONA STATE CREDIT UNION, a state-chartered credit union, 25 Defendants. 26 27 28 Case 2:16-cv-03939-JWS Document 34-4 Filed 06/16/17 Page 2 of 8 1 The Motion for Preliminary Approval of Settlement, Preliminary Certification of 2 Settlement Class, and Establishing Notice Procedures (the "Motion"), filed by Plaintiffs 3 Thomas H. Koon ("Koon") and Steven J. Ross ("Ross") ("Plaintiffs") in the case Koon 4 and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-5 cv-03939-JWS, came on for hearing, the Honorable John W. Sedwick presiding. 6 Defendant OneAZ Credit Union, formerly known as Arizona State Credit Union 7 ("OneAZ") ("Defendant") does not oppose the motion. 8 Plaintiffs allege three causes of action for violations of the federal Fair Labor 9 Standards Act, 29 U.S.C. §§ 201, et seq., the Arizona Wage Act, A.R.S. §§ 23-350, et 10 seq., and common law unjust enrichment. Plaintiffs assert the first cause of action under 11 the FLSA on behalf of themselves and the Collective for OneAZ’s violation of the FLSA 12 by failing to pay employees the required amount of overtime at the statutory rate, and by 13 failing to keep required, accurate records of all hours worked by Plaintiffs and the FLSA 14 Class Members. 15 Plaintiffs assert the second cause of action under the Arizona Wage Act on behalf 16 of themselves and the Arizona Class for OneAZ’s violation of the Arizona Wage Act, 17 A.R.S. §§ 23-350, et seq., by failing to include commission earnings in the calculation of 18 Plaintiffs’ and Class Members’ overtime compensation. Accordingly, Defendant also 19 failed to timely pay all overtime wages owed when due to Plaintiffs and the Class and 20 failed to timely pay all overtime wages owed to Plaintiffs and Class Members who were 21 discharged from or quit their employment with Defendant during the statutory period in 22 violation of the Arizona Wage Act. 23 Plaintiffs assert the third cause of action under Arizona common law on behalf of 24 themselves and the Arizona Class for OneAZ’s unjust enrichment resulting from OneAZ’s 25 violation of the FLSA and Arizona Wage Act. 26 27 UNOPPOSED MOTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF 28 PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 2 Case 2:16-cv-03939-JWS Document 34-4 Filed 06/16/17 Page 3 of 8 1 After initial exchanges of information and discovery, the Parties participated in a 2 settlement conference before United States Magistrate Judge Michelle Burns on April 20, 3 2017 and have reached a negotiated settlement, memorialized in the Settlement 4 Agreement and Release dated June 14, 2017. 5 A hearing was held before this Court on _______________ at ___________ for the 6 purpose of determining, among other things, whether the proposed Settlement was within 7 the range of possible approval, and whether notice to the Class of its terms and conditions, 8 and the scheduling of a formal fairness hearing, also known as a final approval hearing, 9 will be appropriate. Appearing at the hearing was counsel for Defendant and counsel 10 from Schneider Wallace Cottrell Konecky Wotkyns LLP, on behalf of Plaintiffs and the 11 Class. 12 Having reviewed the papers and documents presented, having heard the statements 13 of counsel, and having considered the matter, the Court HEREBY ORDERS as follows: 14 1. The Court hereby grants Preliminary Approval of the terms and conditions 15 contained in the Settlement Agreement, attached to the Motion as Exhibit A. The Court 16 preliminarily finds that the terms of the Settlement appear to be within the range of 17 possible approval, pursuant to Federal Rule of Civil Procedure 23 and applicable law. 18 2. The Court finds on a preliminary basis that: (1) the settlement amount is fair 19 and reasonable to the Class Members when balanced against the probable outcome of 20 further litigation relating to class certification, liability and damages issues, and potential 21 appeals; (2) significant informal discovery, investigation, research, and litigation have 22 been conducted such that counsel for the Parties at this time are able to reasonably 23 evaluate their respective positions; (3) settlement at this time will avoid substantial costs, 24 delay, and risks that would be presented by the further prosecution of the litigation; and 25 (4) the proposed Settlement has been reached as the result of intensive, serious, and non-26 27 UNOPPOSED MOTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF 28 PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 3 Case 2:16-cv-03939-JWS Document 34-4 Filed 06/16/17 Page 4 of 8 1 collusive negotiations between the Parties. Accordingly, the Court preliminarily finds that 2 the Settlement Agreement and Release was entered into in good faith. 3 3. Defense Counsel shall administer the Settlement upon confirmation by 4 Class Counsel. 5 4. The Court grants conditional certification of the Settlement Class, in 6 accordance with the Settlement, for purposes of this Settlement only. The Settlement 7 Class is defined as: 8 Current and former MLOs employed by Defendant in Arizona for 9 any period of time between November 14, 2013 and November 14, 2016 who received incentive compensation from Defendant, whose names are 10 the following: Adams, Jake D.; Allabastro, Warren; Allen, Marie; Al-Rifai, 11 Melissa; Bemisdarfer, Dorothy; Burnam, Vikki; Burris, Sarah; Campbell, Brian; Chittenden, Andrew; Crawford, Erika; Dawson, Kimberly; Eastlack, 12 Melody; Espinoza, Stephanie; Funk, Audra; Geiger, Sarah; Gonzales, Rudy; Grimes, Janine; Halopoff, Peter; Jester, Michael; Koon, Tom; 13 Lizarraga, Daniel J.; Lobur, Tamella; Lopez, Javiel; Mitchell, Maret; 14 Pilgrim, Tami; Raso, Eric; Robel, Morgan; Rodriguez, Daniel; Ross, Steven; Rush, David; Sandoval, Jorge; Schlieper, Bryan; Schmidt, Brian; 15 Slater, Paul; Stewart, Adam; Sullivan, Nancy; Talpa, Florentina; Taylor, 16 Tina; Teeples, Cody D.; Wilmarth, Holly Jean; Zarate, Diana; Zink, Heather. ("Preliminary Settlement Class"). 17 18 5. All putative class members who do not opt out or object within thirty (30) 19 calendar days from the date they were mailed a Settlement Notice by Class Counsel, as 20 described in the Settlement Notice, shall be considered members of the Settlement Class 21 and shall be bound by the terms of the Settlement. 22 6. The Court hereby approves the Notice attached as an Exhibit to the Motion. 23 The Court finds that the Notice, along with the related notification procedure 24 contemplated by the Settlement, constitute the best notice practicable under the 25 circumstances and are in full compliance with the applicable laws and requirements of due 26 process. The Court further finds that the Notice Packet appears to fully and accurately 27 UNOPPOSED MOTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF 28 PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 4 Case 2:16-cv-03939-JWS Document 34-4 Filed 06/16/17 Page 5 of 8 1 inform the Class Members of all material elements of the proposed Settlement, of their 2 right to be excluded from the Settlement, and of their right and opportunity to object to the 3 Settlement. Subject to the terms of the Settlement, including the terms pertaining to 4 address verification, the Notice shall be mailed via first-class mail to the most recent 5 known address of each Class Member within the timeframe specified in the Settlement. 6 The Parties are authorized to make non-substantive changes to the proposed Notice that 7 are consistent with the terms of the Settlement and this Order. 8 7. The Court hereby approves the proposed procedure for Class Member 9 exclusion from the Settlement, which is to submit a written statement requesting exclusion 10 to Class Counsel at the address provided in the Settlement Notice. 11 8. The Court hereby appoints Schneider Wallace Cottrell Konecky Wotkyns 12 LLP as Class Counsel. 13 9. The Court further preliminarily approves Class Counsel’s request for 14 attorneys’ fees and costs of $75,000.00. 15 10. The Court preliminarily appoints Plaintiffs Koon and Ross as class 16 representatives. 17 11. The Court further orders that Class Counsel shall file a motion for Final 18 Approval of the Settlement, with the appropriate declarations and supporting evidence, 19 including a declaration setting forth the identity of any Class Members who request 20 exclusion from the Settlement, by _______________________. 21 12. The Court further orders that each Class Member shall be given a full 22 opportunity to object to the proposed Settlement and request for attorneys’ fees, and to 23 participate at a Final Approval Hearing, which the Court sets to commence on 24 ________________ at __________ in ___________ of the United States District Court, 25 District of Arizona. 26 27 UNOPPOSED MOTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF 28 PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 5 Case 2:16-cv-03939-JWS Document 34-4 Filed 06/16/17 Page 6 of 8 1 13. A Class Member may request to be excluded from the Settlement Class by 2 sending a written request for exclusion to Class Counsel at the address provided in the 3 Settlement Notice ("Opt-Out"). The Class Member’s Opt-Out request must contain the 4 Class Member’s original signature, current postal address and a specific statement that the 5 Class Member wants to be excluded from the Settlement Class. Opt-Outs must be 6 postmarked no later than the deadline set by the Court in the Preliminary Approval Order. 7 In no event shall persons who purport to opt out of the Settlement Class as a group, on an 8 aggregate basis or as a class involving more than one Class Member, be considered valid 9 Opt-Outs. Requests for exclusion that do not comply with any of the foregoing 10 requirements are invalid. No later than seven (7) business days after the deadline for 11 submission of Opt-Out requests, the Class Counsel shall provide Defense Counsel with a 12 complete list of all persons who have properly opted out of the Settlement together with 13 copies of the Opt-Out requests. Any Class Member seeking to object to the proposed 14 Settlement may also file such objection in writing with the Court and shall serve such 15 objection on Class Counsel and Defendant’s Counsel or may appear at the Final Approval 16 Hearing to make the objection. 17 14. On or before the Final Fairness Hearing, Defense Counsel will certify to the 18 Court that they have fully complied with the Settlement Notice requirements of this Order. 19 15. Accordingly, the Court hereby approves the proposed Notice and adopts the 20 following dates and deadlines. 21 Date of preliminary approval of the TBD 22 Settlement as to FLSA Collective and 23 Arizona Class ("Collective and Class Members") 24 Defendant to provide Class Counsel the Within 5 Calendar following the Date of names for all Collective and Class Members, Preliminary Approval 25 as well as any relevant information regarding their dates of employment as Mortgage Loan 26 Officers including but not limited to work 27 UNOPPOSED MOTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF 28 PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 6 Case 2:16-cv-03939-JWS Document 34-4 Filed 06/16/17 Page 7 of 8 1 week information and estimated Settlement Awards, amounts previously paid (and proof 2 of payment) and amounts to be paid. 3 Defense Counsel to Mail Notice Packets to Within 5 Calendar days after providing the Collective and Class Members by first class Collective and Class Member List and 4 mail. Settlement Award Information to Class Counsel 5 Defense Counsel to complete any skip trace or other address searches for any Class 6 Member whose notice is returned 7 undeliverable. Deadline for: 30 days after Notice Packets are mailed. 8 Collective and Class Members to opt-out of 9 Settlement. 10 Collective and Class Members to file any 11 objections to the settlement. 12 Defense Counsel to provide Class Counsel a 7 Calendar days prior to Final Approval 13 Declaration Re: Administration of the Hearing 14 Settlement 15 Hearing on Motion for Final Approval TBD 16 Effective Date The date on which the Judgment approving the Settlement Agreement becomes Final. Final 17 means the date on which all appellate rights 18 with respect to the Judgment have expired or have been exhausted in such a manner as to 19 affirm the Judgment and, when no further appeals are possible, including but not limited 20 to review by the United States Supreme Court. Appellate rights will have been exhausted or 21 expired on the date the Judgment approving this 22 Agreement is entered if there are no objectors or intervenors who have noticed an appearance 23 Class Counsel’s attorneys’ fees and expenses No later than 10 Business days after the 24 and Named Plaintiffs’ Service Awards shall Effective Date 25 be paid Defense Counsel shall provide Class Counsel No later than 10 Business days after the 26 with an accounting ("Final Accounting") of Effective Date 27 UNOPPOSED MOTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF 28 PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 7 Case 2:16-cv-03939-JWS Document 34-4 Filed 06/16/17 Page 8 of 8 1 all overtime true-up payments previously made, or promised to be made, and proof that 2 such payments were made, to the Collective 3 and Class Members Settlement Awards-including both any No later than 10 Business days after Class 4 unpaid Previously-Agreed Overtime True-Up Counsel’s approval of the Final Accounting Payments and the Additional Overtime True-5 Up Payments-shall be paid by Defendant to Collective and Class Members 6 7 Defense Counsel to complete any skip trace or other address searches for any Class 8 Member whose Notice is returned undeliverable. 9 Defendant to stop payment on uncashed 180 days after issuance of Settlement Awards checks for Class Members that have not 10 cashed checks. Uncashed check funds shall 11 be distributed to Collective and Class Members who cashed checks or to a cy pres 12 recipient, at Class Counsel’s option 13 14 16. The Court further orders that, pending further order of this Court, all 15 proceedings in this Lawsuit, except those contemplated herein and in the Settlement, are 16 stayed. 17 17. If for any reason the Court does not execute and file a Final Approval Order 18 and Judgment, the proposed Settlement subject to this Order and all evidence and 19 proceedings had in connection with the Settlement shall be null and void. 20 18. The Court may, for good cause, extend any of the deadlines set forth in this 21 Order or adjourn or continue the final approval hearing without further notice to the Class. 22 IT IS SO ORDERED. 23 Dated: __________________ 24 ______________________ 25 HON. JOHN W. SEDWICK United States District Judge, 26 District of Arizona 27 UNOPPOSED MOTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF 28 PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 8

DECLARATION of Carolyn Hunt Cottrell In Support of Plaintiff's Unopposed Motion for Preliminary Approval of Settlement, Preliminary Certification of Settlement Class, and Establishing Notice Procedures re: {{34}} MOTION Unopposed Motion and Memorandum of Points and Authorities in Support of Preliminary Approval of Settlement, Preliminary Certification of Settlement Class, and Establishing Notice Procedures by Plaintiffs Thomas H Koon, Steven J Ross.

Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 1 of 20 1 Jeffery R. Finley, AZ Bar No. 009683 Patrick J. Van Zanen, AZ Bar No. 021371 2 SCHNEIDER WALLACE COTTRELL 3 KONECKY WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 4 Scottsdale, Arizona 85253 Telephone: (480) 428-0143 5 Facsimile: (866) 505-8036 6 jfinley@schneiderwallace.com pvanzen@schneiderwallace.com 7 Carolyn H. Cottrell Admitted Pro Hac Vice 8 Nicole N. Coon Admitted Pro Hac Vice 9 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 10 2000 Powell Street, Suite 1400 San Francisco, California 94608 11 Telephone: (415) 421-7100 12 Facsimile: (415) 421-7105 ccottrell@schneiderwallace.com 13 ncoon@schneiderwallace.com Attorneys for Plaintiffs, the FLSA Class and Putative Class 14 Additional Counsel on Signature Page 15 16 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA 17 18 THOMAS H. KOON and STEVEN J. Case No. 2:16-cv-03939-JWS ROSS, on behalf of themselves and all 19 others similarly situated, DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF 20 Plaintiffs, PLAINTIFFS’ UNOPPOSED 21 vs. MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, 22 ONEAZ CREDIT UNION, F/K/A PRELIMINARY CERTIFICATION ARIZONA STATE CREDIT UNION, a 23 state-chartered credit union, OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE 24 Defendants. PROCEDURES 25 26 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 27 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES 28 Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 2 of 20 1 2 DECLARATION OF CAROLYN HUNT COTTRELL 3 I, Carolyn Hunt Cottrell, declare: 4 1. I have personal knowledge of the facts set forth in this Declaration and, if 5 called upon as a witness, I could and would testify competently as to these facts. 6 2. This declaration is made in support of Plaintiffs’ Unopposed Motion for 7 Preliminary Approval of Settlement, Preliminary Certification of Settlement Class, and 8 Establishing Notice Procedures. QUALIFICATIONS, EXPERIENCE, AND EXPERTISE 9 3. I am an attorney duly licensed to practice law in the State of California (No. 10 166977). I am a member in good standing of the State Bar of California, I am admitted to 11 the United States District Courts for the Northern, Eastern, Central, and Southern Districts 12 of California. I am admitted to the Ninth Circuit Court of Appeals, and I am a member of 13 the Bar of the United States Supreme Court. 14 4. I am a partner at Schneider Wallace Cottrell Konecky Wotkyns LLP 15 ("SWCKW"). SWCKW specializes in class action litigation in state and federal court. 16 5. SWCKW is regarded as one of the leading private plaintiff’s firms in wage 17 and hour class actions and employment class actions. 18 6. SWCKW has acted or is acting as class counsel in numerous cases. A 19 partial list of cases which have been certified and/or settled as class actions includes: 20 Guilbaud, et al. v. Sprint Nextel Corp. et al., (Case No. 3:13-cv-04357-VC) (Northern 21 District of California) (final approval of class and collective action settlement for failure 22 to compensate for all hours worked, including overtime, under federal and California law, 23 failure to provide meal and rest breaks, failure to reimburse for necessary business 24 uniforms, failure to pay full wages upon termination to, and failure to provide accurate 25 itemized wage statements); Holmes, et al v. Xpress Global Systems, Inc., (Case No. 34-26 2015-00180822 (Sacramento Superior Court) (final approval of class action settlement for 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 2 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 3 of 20 1 failure to provide meal and rest breaks and failure to provide accurate itemized wage 2 statements); Jeter-Polk, et al. v. Casual Male Store, LLC, et al., (Case No. 5:14-CV-3 00891) (Central District of California) (final approval of class action settlement for failure 4 to provide meal and rest periods, failure to compensate for all hours worked, failure to pay 5 overtime wages, unpaid wages and waiting time penalties, and failure to provide itemized 6 wage statements); Meza, et al. v. S.S. Skikos, Inc., et al., (Case No. 15-cv-01889-TEH) 7 (Northern District of California) (final approval of class and collective action settlement for failure to compensate for all hours worked, including overtime, under federal and 8 California law, failure to provide meal and rest breaks, failure to reimburse for necessary 9 business uniforms, failure to pay full wages upon termination to, and failure to provide 10 accurate itemized wage statements); Molina, et al. v. Railworks Track Systems, Inc., (Case 11 No. BCV-15-10135) (Kern County Superior Court) (final approval of class action 12 settlement for failure to provide meal and rest breaks, unpaid wages, unpaid overtime, off-13 the-clocker work, failure to pay full wages upon termination to, and failure to provide 14 accurate itemized wage statements); Allen, et al. v. County of Monterey, et al., (Case No. 15 5:13-cv-01659) (Northern District of California) (settlement between FLSA Plaintiffs and 16 Defendant to provide relief to affected employees); Barrera v. Radix Cable Holdings, 17 Inc., et al., (Case No. CIV 1100505) (Marin County Superior Court) (final approval of 18 class action settlement for failure to provide meal and rest breaks to, off-the-clock work 19 by, failure to provide overtime compensation to, failure to reimburse business 20 expenditures to, failure to pay full wages upon termination to, and failure to provide 21 accurate itemized wage statements to retention specialists working for cable companies); 22 Glass Dimensions, Inc., et al. v. State Street Corp. et al., (Case No. 1:10-cv-10588) 23 (District of Massachusetts) (final approval of class action settlement for claims of breach 24 of fiduciary duty and self-dealing in violation of ERISA); Friend, et al. v. The Hertz 25 Corporation, (Case No. 3:07-052222) (Northern District of California) (settlement of 26 claims that rental car company misclassified non-exempt employees, failed to pay wages, 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 3 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 4 of 20 1 failed to pay premium pay, and failed to provide meal periods and rest periods); Hollands 2 v. Lincare, Inc., et al., (Case No. CGC-07-465052) (San Francisco County Superior 3 Court) (final approval of class action settlement for overtime pay, off-the-clock work, 4 unreimbursed expenses, and other wage and hour claims on behalf of a class of center 5 managers); Jantz, et al. v. Colvin, (Case No. 531-2006-00276X) (In the Equal 6 Employment Opportunity Commission Baltimore Field Office) (final approval of class 7 action settlement for the denial of promotions based on targeted disabilities); Shemaria v. County of Marin, (Case No. CV 082718) (Marin County Superior Court) (final approval 8 of class action settlement on behalf of a class of individuals with mobility disabilities 9 denied access to various facilities owned, operated, and/or maintained by the County of 10 Marin); Perez, et al. v. First American Title Ins. Co., (Case No. 2:08-cv-01184) (District 11 of Arizona) (final approval of class action settlement in action challenging unfair 12 discrimination by title insurance company); Perez v. Rue21, Inc., et al., (Case No. 13 CISCV167815) (Santa Cruz County Superior Court) (final approval of class action 14 settlement for failure to provide meal and rest breaks to, and for off-the-clock work 15 performed by, a class of retail employees); Sosa, et al. v. Dreyer’s Grand Ice Cream, Inc., 16 et al., (Case No. RG 08424366) (Alameda County Superior Court) (final approval of class 17 action settlement for failure to provide meal and rest breaks to, and for off-the-clock work 18 performed by, a class of ice cream manufacturing employees); Villalpando v. Exel Direct 19 Inc., et al. (Case Nos. 3:12-cv-04137 and 4:13-cv-03091) (Northern District of California) 20 (certified class action on behalf of delivery drivers allegedly misclassified as independent 21 contractors); Choul, et al. v. Nebraska Beef, Ltd. (Case Nos. 8:08-cv-90, 8:08-cv-99) 22 (District of Nebraska) (final approval of class action settlement for off-the-clock work by, 23 and failure to provide overtime compensation to, production-line employees of meat-24 packing plant); Morales v. Farmland Foods, Inc. (Case No. 8:08-cv-504) (District of 25 Nebraska) (FLSA certification for off-the-clock work by, and failure to provide overtime 26 compensation to, production-line employees of meat-packing plant); Barlow, et al. v. PRN 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 4 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 5 of 20 1 Ambulance Inc. (Case No. BC396728) (Los Angeles County Superior Court) (final 2 approval of class action settlement for failure to provide meal and rest breaks to and for 3 off-the-clock work by certified emergency medical technicians); Espinosa, et al. v. 4 National Beef, et al. (Case No. ECU0467) (Imperial Superior Court) (final approval of 5 class action settlement for off-the-clock work by, and failure to provide overtime 6 compensation to, production-line employees of meat-packing plant); Wolfe, et al. v. 7 California Check Cashing Stores, LLC, et al. (Case Nos. CGC-08-479518 and CGC-09-489635) (San Francisco Superior Court) (final approval of class action settlement for 8 failure to provide meal and rest breaks to, and for off-the-clock work by, employees at 9 check cashing stores); Carlson v. eHarmony (Case No. BC371958) (Los Angeles County 10 Superior Court) (final approval of class action settlement on behalf of gays and lesbians 11 who were denied use of eHarmony); Salcido v. Cargill (Case Nos. 1:07-CV-01347-LJO-12 GSA,1:08-CV-00605-LJO-GSA) (Eastern District of California) (final approval of class 13 action settlement for off-the-clock work by production-line employees of meat-packing 14 plant); Elkin v. Six Flags (Case No. BC342633) (Los Angeles County Superior Court) 15 (final approval of class action settlement for missed meal and rest periods on behalf of 16 hourly workers at Six Flags amusement parks); Jimenez v. Perot Systems Corp. (Case No. 17 RG07335321) (Alameda County Superior Court) (final approval of class action settlement 18 for misclassification of hospital clerical workers); Chau v. CVS RX Services, Inc. (Case 19 No. BC349224) (Los Angeles County Superior Court) (final approval of class action 20 settlement for failure to pay overtime to CVS pharmacists); Reed v. CALSTAR (Case No. 21 RG04155105) (Alameda County Superior Court) (certified class action on behalf of flight 22 nurses); National Federation of the Blind v. Target (Case No. C 06-01802 MHP) (N.D. 23 Cal.) (certified class action on behalf of all legally blind individuals in the United States 24 who have tried to access Target.com); Bates v. United Parcel Service, Inc. (2004 WL 25 2370633) (N.D. Cal.) (certified national class action on behalf of deaf employees of UPS); 26 Satchell v. FedEx Express, Inc. (Case No. 03-02659 SI) (N.D. Cal.) (certified regional 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 5 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 6 of 20 1 class action alleging widespread discrimination within FedEx); Siddiqi v. Regents of the 2 University of California (Case No. C-99-0790 SI) (N.D. Cal.) (certified class action in 3 favor of deaf plaintiffs alleging disability access violations at the University of 4 California); Lopez v. San Francisco Unified School District (Case No. C-99-03260 SI) 5 (N.D. Cal.) (certified class action in favor of plaintiffs in class action against school 6 district for widespread disability access violations); Campos v. San Francisco State 7 University (Case No. C-97-02326 MCC) (N.D. Cal.) (certified class action in favor of disabled plaintiffs for widespread disability access violations); Singleton v. Regents of the 8 University of California (Case No. 807233-1) (Alameda County Superior Court) (class 9 settlement for women alleging gender discrimination at Lawrence Livermore National 10 Laboratory); McMaster v. BCI Coca-Cola Bottling Co. (Case No. RG04173735) 11 (Alameda County Superior Court) (final approval of class action settlement for drive-time 12 required of Coca-Cola account managers); Portugal v. Macy’s West, Inc. (Case No. 13 BC324247) (Los Angeles County Superior Court) (California statewide wage and hour 14 "misclassification" class action resulting in a class-wide $3.25 million settlement); 15 Taormina v. Siebel Systems, Inc. (Case No. RG05219031) (Alameda County Superior 16 Court) (final approval of class action settlement for misclassification of Siebel’s inside 17 sales employees); Joseph v. The Limited, Inc. (Case No. CGC-04-437118) (San Francisco 18 County Superior Court) (final approval of class action settlement for failure to provide 19 meal and rest periods to employees of The Limited stores); Rios v. Siemens Corp. (Case 20 No. C05-04697 PJH) (N.D. Cal.) (final approval of class action settlement for failure to 21 pay accrued vacation pay upon end of employment); DeSoto v. Sears, Roebuck & Co. 22 (Case No. RG0309669) (Alameda County Superior Court) and Lenahan v. Sears, Roebuck 23 & Co. (Case No. 3-02-CV-000045 (SRC) (TJB)) (final approval of class action settlement 24 for failure to pay Sears drivers for all hours worked); among many others. 25 7. I have been a member of this firm since 1996. Nearly my entire legal career 26 has been devoted to advocating for the rights of individuals who have been subjected to 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 6 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 7 of 20 1 illegal pay policies, discrimination, harassment and retaliation and representing employees 2 in wage and hour and discrimination class actions. I have litigated hundreds of wage and 3 hour, employment discrimination and civil-rights actions, and I manage many of the 4 firm’s current cases in these areas. I am a member of the State Bar of California, and have 5 had memberships with Public Justice, the National Employment Lawyers Association, the 6 California Employment Lawyers Association and the Consumer Attorneys of California. 7 I served on the Board of Directors for the San Francisco Trial Lawyers Association and co-chaired its Women’s Caucus. I was named one of the "Top Women Litigators for 8 2010" by the Daily Journal. In 2012 I was nominated for Woman Trial Lawyer of the 9 Year by the Consumer Attorneys of California. I earned my Bachelor’s degree from the 10 University of California, and I am a graduate of the University of the Pacific, McGeorge 11 School of Law. 12 THE SETTLEMENT 13 8. The proposed Settlement here satisfies the criteria for preliminary settlement 14 approval and is reasonable. 15 9. Defendant is an Arizona financial cooperative. I am informed that OneAZ 16 operates solely in Arizona and provides financial services to over 130,000 members. 17 10. Plaintiffs and Class Members are current and former Mortgage Loan 18 Officers ("MLOs") employed by Defendant. Plaintiffs’ and Class Members’ shared job 19 duties include: originating loan applications; pulling credit reports and determining which 20 loan programs applicants qualify for. I am informed that Plaintiffs and Class Members 21 are full-time employees, who work at least forty hours per week, and typically work eight 22 to eleven hours per day on weekdays, equating to approximately one to ten hours of 23 overtime per week on average. Defendant classifies Plaintiffs and Class Members as non-24 exempt under the FLSA and Arizona law, and pays Plaintiff and Class Members an hourly 25 rate of $17.00 to $18.00 per hour. In addition, Defendant pays Plaintiffs and Class 26 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 7 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 8 of 20 1 Members commissions that comprise a significant portion of their total monthly earnings, 2 often exceeding their hourly income by multiples of two or three. 3 11. Plaintiffs allege three causes of action under the federal Fair Labor 4 Standards Act (29 U.S.C. §§ 201, et seq.), the Arizona Wage Act (A.R.S. §§ 23-350, et 5 seq.), and common law unjust enrichment. Plaintiffs assert the FLSA claim on behalf of 6 themselves and the Collective based upon OneAZ’s failure to pay employees overtime at 7 the statutory rate, and failure to keep the required, accurate records of all hours worked. Plaintiffs assert the second claim under the Arizona Wage Act on behalf of themselves 8 and the Arizona Class based upon OneAZ’s failure to include commission earnings in the 9 calculation of overtime compensation. OneAZ also failed to timely pay all overtime 10 wages when due and failed to timely pay all overtime wages to Plaintiffs and Class 11 Members who were discharged from or quit their employment with Defendant during the 12 statutory period. Plaintiffs allege on behalf of themselves and the Arizona Class that 13 OneAZ’s was unjustly enriched. 14 12. Pursuant to Rule 23 of the Federal Rules of Civil Procedure ("FRCP"), 15 Plaintiffs seek to represent the following Class: 16 Current and former MLOs employed by Defendant in Arizona for any 17 period of time between November 14, 2013 and November 14, 2016 who 18 received incentive compensation from Defendant, whose names are the following: Adams, Jake D.; Allabastro, Warren; Allen, Marie; Al-Rifai, 19 Melissa; Bemisdarfer, Dorothy; Burnam, Vikki; Burris, Sarah; Campbell, 20 Brian; Chittenden, Andrew; Crawford, Erika; Dawson, Kimberly; Eastlack, Melody; Espinoza, Stephanie; Funk, Audra; Geiger, Sarah; Gonzales, 21 Rudy; Grimes, Janine; Halopoff, Peter; Jester, Michael; Koon, Tom; Lizarraga, Daniel J.; Lobur, Tamella; Lopez, Javiel; Mitchell, Maret; 22 Pilgrim, Tami; Raso, Eric; Robel, Morgan; Rodriguez, Daniel; Ross, 23 Steven; Rush, David; Sandoval, Jorge; Schlieper, Bryan; Schmidt, Brian; Slater, Paul; Stewart, Adam; Sullivan, Nancy; Talpa, Florentina; Taylor, 24 Tina; Teeples, Cody D.; Wilmarth, Holly Jean; Zarate, Diana; Zink, 25 Heather. ("The Class"). 13. The Parties have engaged in limited, informal discovery. 26 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 8 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 9 of 20 1 14. On January 19, 2017, Defendant provided Class Counsel with spreadsheets 2 containing information for 40 Class Members for each bi-weekly pay period from 3 November 2013 to November 2016, including regular hours worked, overtime hours 4 worked, regular earnings paid, overtime earning paid and commissions earned on a 5 monthly basis by all Class Members. 6 15. The Parties participated in a settlement conference before United States 7 Magistrate Judge Michelle Burns on April 20, 2017 and have now reached a negotiated settlement, conditioned upon the Court’s approval. 8 16. Settlement negotiations were based on the limited, informal discovery 9 received from OneAZ, consisting of the spreadsheets produced on January 19, 2017, 10 detailing the payroll information for 40 Class Members. Class Counsel did an extensive 11 analysis of this data to determine the amount of unpaid overtime owing to Class Members. 12 The Parties and Counsel agree that the formula used to re-calculate overtime payments in 13 the spreadsheets is correct; that 29 C.F.R. § 778.120 is the applicable regulation; and 14 Defendant’s calculations are compliant with the regulation. The Parties did not resolve all 15 issues at the conference, but continued negotiations until reaching the settlement presented 16 today. The Settlement Agreement was fully-executed on June 14, 2017. 17 17. OneAZ agrees to pay the total amount of overtime due to the Class 18 Members, plus liquidated damages and other penalties, to settle all claims. By way of this 19 Settlement Agreement, Defendant agreed to make these previously calculated payments to 20 Class Members and has already begun doing so. 21 18. The total damages, plus liquidated damages, are $149,899.35.1 22 19. Defendants also agree to pay an additional $20,000 in liquidated and treble 23 damages and interest. 24 25 1 I am informed that all but $43,113.83 of this amount has already been paid. Pursuant to 26 the settlement terms, Defendant will provide proof of calculations and payment of said amounts to Class Counsel. 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 9 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 10 of 20 1 20. The Parties and their Counsel agree that the following formula used to re-2 calculate overtime payments is correct pursuant to 29 C.F.R. § 778.120, and that 3 Defendant’s calculations are compliant therewith: 4  Monthly incentive divided by 4.3 (number of weeks in a month) = Weekly 5 Incentive. 6  Weekly Incentive x 2 (weeks per pay period) = Bi-Weekly Incentive. 7  Bi-Weekly Incentive divided by total hours worked during the applicable 2-week 8 pay period (including both regular and overtime hours) = Additional Amount Per 9 Hour Earned Relating to the Incentive Payment. 10  Additional Amount Per Hour Earned Relating to the Incentive Payment divided by 2 (to determine the overtime premium) = Overtime Premium. 11 12  Overtime Premium x Overtime Hours During the Applicable Pay Period = Overtime Amounts on Incentive Payment for the Applicable Pay Period. 13 14 21. Using this formula, Class Members will receive the additional overtime due them. 15 22. Further, an additional $20,000 in liquidated and treble damages and interest 16 will be allocated based upon the number of weeks each Class Member worked during the 17 class period. 18 23. The Settlement releases the claims of each Class Member who has not opted 19 out of the proposed Settlement and which claims were or could have been asserted in the 20 lawsuit for violation of the FLSA and the Arizona Wage Act. The claims released are: 21 "all claims, demands, rights, liabilities and causes of action that were or could have been 22 asserted (whether in tort, contract, or otherwise) for violation of the Arizona Wage Act, 23 A.R.S. §§ 23-350, et seq. and related common law, including but not limited to unjust 24 enrichment, as well as for violation of the FLSA, or any similar state or federal law, 25 whether for unpaid wages, economic damages, non-economic damages, liquidated 26 damages, punitive damages, restitution, penalties, other monies, or other relief arising out 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 10 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 11 of 20 1 of, relating to, or in connection with any facts and/or claims pled in the Complaint, which 2 are or could be the basis of claims that Defendant failed to provide all overtime wages due 3 at any time during the Class Period." 4 24. Due to the small class size, the Parties will not use a settlement 5 administrator. Instead, Defense Counsel will administer the settlement with oversight 6 from Class Counsel. 7 25. Defense Counsel will update Class Members addresses as needed, mail Notice to Class Members, remail Notice if returned as undeliverable with a forwarding 8 address, make reasonable efforts – including a skip trace – to update addresses and remail 9 the Notice to updated addresses, calculating Individual Settlement Payments, calculating 10 payroll taxes, and managing disbursements to the Class Members. 11 PRELIMINARY APPROVAL OF THE SETTLEMENT AS TO THE CLASS 12 26. This class action settlement satisfies the requirements of Rule 23(a) and (b), 13 and it is fair, reasonable, and adequate in accordance with Rule 23(e)(2). 14 27. The Class here includes approximately 40 members, both current and 15 former employees, which is large enough that joinder would be impracticable. 16 28. Common questions of law and fact predominate as alleged in the Complaint. 17 The following questions are common to all Class Members: whether the work performed 18 by Plaintiffs and the Class is the type of work Defendant employed them to perform; 19 whether Defendant maintains a common policy and practice of failing to pay Plaintiffs 20 and the Class all overtime compensation due; whether Defendant fully compensated 21 Plaintiffs and the Class for all of the overtime work performed for Defendant; whether 22 Defendant violated A.R.S. §§ 23-350, et seq., through its policy and practice of not paying 23 employees overtime calculated on commissions; and whether Defendant was unjustly 24 enriched by its failure to pay Plaintiffs and the Class for all hours worked. 25 29. Because these questions can be resolved at the same juncture, the 26 commonality requirement is satisfied. 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 11 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 12 of 20 1 30. Plaintiffs’ claims are typical of those of other non-exempt MLOs. 2 31. A review of payroll data confirms that MLOs who worked for Defendant 3 were subjected to the same illegal policies and practices as Plaintiffs. 4 32. Plaintiffs’ claims are not antagonistic to those of the Class Members. There 5 is no conflict between Plaintiffs and the Class in this case; Plaintiffs’ claims are in line 6 with the claims of the Class. Plaintiffs have prosecuted this case with the interests of the 7 Class in mind. Moreover, Class Counsel has extensive experience in class action and employment litigation, including wage and hour class actions, and do not have any 8 conflict with the class. 9 33. Plaintiffs contend that the common questions raised in this action 10 predominate over any individualized questions concerning the Class. 11 34. The Class is entirely cohesive because resolution of Plaintiffs’ claims all 12 hinge on the uniform overtime pay policies and practices of OneAZ, rather than any 13 individualized treatment the Class members. As a result, the resolution of the alleged 14 class claims will be resolved through the use of common forms of proof, such as OneAZ’s 15 uniform policies, and will not require inquiries specific to individual class members. 16 35. Plaintiffs contend that the class action mechanism is a superior method of 17 adjudication here compared to numerous individual suits. Class Members do not have a 18 strong interest in controlling their individual claims. If the Class Members proceeded as 19 individuals, their individual suits would require duplicative discovery and litigation. In 20 contrast, the class mechanism will efficiently resolve numerous identical claims while 21 preserving judicial resources and eliminating possibly conflicting decisions from 22 repetitious litigation. 23 THE SETTLEMENT IS FAIR, REASONABLE, AND ADEQUATE 24 36. A review of the Settlement Agreement reveals the fairness, reasonableness, 25 and adequacy of its terms. The Gross Settlement Amount of $169,899.35, will result in 26 fair and just relief to the approximately 40 Class Members. The result is well within the 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 12 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 13 of 20 1 reasonable standard when considering the difficulty, costs, and risks presented by 2 pursuing further litigation. Furthermore, the final settlement amount takes into account the 3 substantial risks inherent in any class action wage-and hour case. Defendant has agreed to 4 pay 100% of the potential damages in addition to liquidated damages, some treble 5 damages and interest. This includes a third year of damages, which, to recover, would 6 require Plaintiffs to prove that the violations were willful. 7 37. The Parties engaged in an extensive informal information exchange and discovery to enable both sides to assess the claims and potential defenses in this action. 8 Through this informal cooperation, the Parties were able to accurately assess the legal and 9 factual issues that would arise if the case proceeded to trial. In addition, in reaching this 10 settlement, Class Counsel relied on their substantial litigation experience in similar wage 11 and hour class and collective actions. Class Counsel’s liability and damages evaluation 12 was premised on a careful and extensive analysis of the effects of Defendant’s 13 compensation policies and practices on Class Members’ pay. Ultimately, facilitated by an 14 experienced settlement judge, Magistrate Judge Michelle Burns, the Parties used this 15 information and discovery to fairly resolve the litigation. 16 38. Resolving this case by means of an early settlement will yield a prompt, 17 certain, and complete recovery for the Class Members, plus liquidated damages and more 18 – a result beneficial to the Class Members and the court system. 19 39. The settlement was a product of non-collusive, arm’s-length negotiations. 20 40. Class Counsel, who have extensive experience litigating class and collective 21 wage and hour claims, having been qualified as counsel in numerous actions, support the 22 Settlement. 23 PLAINTIFFS’ SERVICE AWARDS 24 41. The enhancement payments of $5,000.00 to Named Plaintiff Thomas Koon 25 and Named Plaintiff Stephen Ross are intended to compensate Plaintiffs for the critical 26 roles they played in this case, and the time, effort, and risks undertaken in helping secure 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 13 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 14 of 20 1 the result obtained on behalf of the Class. In agreeing to serve as Class Representatives, 2 Plaintiffs formally agreed to accept the responsibilities of representing the interests of all 3 Class Members. The Class Representatives were always available to consult with, and 4 regularly did consult with, counsel both in person and via telephone. The Class 5 Representatives were also actively involved in discussions regarding the resolution of this 6 matter and approved the Settlement terms on behalf of themselves and the Class 7 Members. 42. Defendant does not oppose the payments per Plaintiff as reasonable service 8 awards. Moreover, the service awards are fair when compared to the payments approved 9 in similar cases. 10 REASONABLE ATTORNEYS’ FEES AND COSTS 11 43. The proposed Settlement includes a payment to Class Counsel in the amount 12 of $75,000.00 for attorneys’ fees and costs incurred representing Plaintiffs and the Class 13 Members ("Attorneys’ Fees and Costs Award."). In this case, given the results achieved, 14 the effort expended litigating the case, and the difficulties attendant to litigating this case, 15 such a fee and cost award is warranted. There was no guarantee of compensation or 16 reimbursement. Rather, counsel undertook all the risks of this litigation on a completely 17 contingent fee basis. These risks were front and center. Plaintiffs and Class Counsel 18 committed themselves to developing and pressing Plaintiffs’ legal claims to enforce the 19 employees’ rights and maximize the class recovery. 20 44. Significantly, none of the $75,000 will come from the agreed upon 21 $169,899.35 to be paid to the Class Members. Rather, it will be paid in addition to the 22 Gross Settlement amount. 23 45. Class Counsel secured 100% recovery plus liquidated damages (double 24 damages) under the FLSA, including a third year of liability, which would have require a 25 showing of willfulness if litigated. And, Class Counsel secured a portion of the treble 26 damages available under Arizona’s Wage Act plus some interest. 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 14 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 15 of 20 1 46. As of June 13, 2017, Class Counsel invested approximately 379 hours in 2 this action, for a raw lodestar of approximately $247,000. 3 47. Counsel have also advanced $2,669.38 in out-of-pocket litigation expenses. 4 48. $75,000.00, which encompasses Class Counsel’s fees and costs, is 5 reasonable under the law and the particular facts of this case, and promotes the 6 Congressional mandate of permitting attorneys to effectively enforce the FLSA. 7 49. Without enforcement of the FLSA’s fee-shifting provisions in cases like this, well-resourced defendants can prevent workers from retaining effective counsel 8 simply by waging costly wars of attrition. 9 50. Class Counsel performed extensive work to secure this Settlement. 10 Specifically, Counsel initially vetted the claims of Plaintiffs Koon and Ross by 11 researching OneAZ and its operations, as well as the case law concerning potential claims 12 and prior litigation against OneAZ. Counsel spent significant time drafting a detailed 13 class and collective action Complaint. The drafting process was time-consuming and 14 meticulous, as it required follow-up interviews with Plaintiffs Koon and Ross, legal 15 research and analysis, and factual investigation, along with multiple phases of drafting and 16 revising to prepare a quality pleading. 17 51. Class Counsel also spent a significant amount of time on informal 18 discovery. On January 19, 2017, Defendant provided Class Counsel with the previously 19 discussed spreadsheets containing payroll data. Class Counsel did extensive analysis of 20 the data to determine how much unpaid overtime was owing to the Class Members. 21 Further, the Parties participated in a FRCP Rule 26(f) conference on January 26, 2017, in 22 preparation for which Class Counsel did a significant amount of work. Following the 23 Rule 26(f) conference, on February 8, 2017, the Parties filed their Joint Scheduling and 24 Planning Conference Report. Class Counsel then began to prepare for discovery. Class 25 Counsel prepared initial disclosures, and served those on February 20, 2017. 26 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 15 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 16 of 20 1 52. Class Counsel then prepared for a settlement conference on April 20, 2017, 2 requiring Class Counsel to draft a Settlement Conference Memorandum, travel to and 3 from, and participate in the conference. 4 53. Not having reached a complete settlement of all issues at the conference, the 5 Parties continued negotiations, eventually reaching the terms proposed in the Settlement 6 Agreement. 7 54. In addition to preparing the preliminary approval motion and documents, Class Counsel will also draft the final approval motion and supporting documents. 8 55. Class Counsel accepted this case on a contingent fee basis, even though the 9 risks involved were substantial. There was no guarantee that this case would end 10 favorably for Plaintiffs when Class Counsel agreed to represent Plaintiffs. 11 56. Class Counsel are highly-regarded members of the wage-and-hour and 12 employment bar, with extensive experience in class and collective action litigation, 13 including in unpaid overtime cases such as this one. 14 57. The settlement will bring substantial relief the Class Members, amounting to 15 100% of their damages under the FLSA, as well as liquidated and treble damages and 16 interest. 17 58. The parties agreed to a three-year limitations period (rather than two), which 18 makes this a particularly strong result because a three year limitations period requires 19 proof of willfulness. 20 59. The statute of limitations is tolled for each individual opt-in Plaintiff only 21 when he or she filed a consent to join (not when the original complaint is filed). 29 22 U.S.C. § 256. Therefore, Plaintiffs may not have been able to recover for numerous 23 claims accrued during the settlement class period (but which did not accrue during the 24 limitations period), even if they had prevailed on the merits at trial. 25 26 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 16 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 17 of 20 1 NOTICE 2 60. The proposed Notice and settlement administration process are reasonable. 3 The Class Notice, attached as Exhibit B to Plaintiffs’ Unopposed Motion for Preliminary 4 Approval of Settlement, Preliminary Certification of Settlement Class and Establishing 5 Notice Procedures, and the manner of distribution negotiated and agreed upon by the 6 Parties is the best notice practicable. 7 61. All Class Members have been identified and the Class Notice will be mailed 8 directly to each Class Member. In addition, the proposed Notice is clear and 9 straightforward, and provides information on the meaning and nature of the Class 10 definition, the terms and provisions of the Settlement Agreement, and the monetary 11 awards that the Settlement will provide Class Members. 12 62. The proposed Notice also fulfills the requirement of neutrality in class 13 notices. It summarizes the proceedings necessary to provide context for the Settlement 14 Agreement and summarizes the terms and conditions of the settlement, including an 15 explanation of how the settlement amount will be allocated between the Named Plaintiffs, 16 Class Counsel, and the Class Members, in an informative, coherent and easy-to-17 understand manner. 18 63. The proposed Class Notice clearly explains the procedures and deadlines for 19 requesting exclusion from the Settlement, objecting to the estimated award, the 20 consequences of taking or foregoing the various options available to Class Members, and 21 the date, time and place of the final settlement approval hearing. The proposed Class 22 Notice also sets forth the amount of attorneys’ fees and costs sought by Plaintiffs, as well 23 as an explanation of the procedure by which Class Counsel will apply for them. In addition, the Class Notice explains that Class Members have the opportunity to object to 24 Class Counsel’s motion for attorneys’ fees and costs. The Class Notice clearly states that 25 the settlement does not constitute an admission of liability by Defendant. It makes clear 26 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 17 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 18 of 20 1 that the final settlement approval decision has yet to be made. Finally, the Class Notice 2 lists the amount of each Class Members Settlement Award, including the amount of the 3 award that has previously been paid. 4 64. Furthermore, reasonable steps will be taken to ensure that all Class 5 Members receive the Notice. Defendant has the last-known mailing address and Social 6 Security Number for all Class Members and shall use one or more commercially-7 reasonable skip tracing methods to update the contact information. With respect to Notices returned as undeliverable, Defense Counsel will promptly attempt to obtain a 8 valid mailing address by using one or more skip trace databases. If another address is 9 identified, Defense Counsel will send the Notice to the new address. 10 65. Class Members will have 30 days from the mailing of the Class Notice to 11 opt-out or object to the Settlement. Any Class Member who fails to submit a timely 12 request to exclude themselves from the Settlement will be deemed a Class Member whose 13 rights and claims are determined by any order the Court enters granting final approval, 14 and any judgment the Court ultimately enters in the case. 15 16 DATED: June 16, 2017/s/Carolyn H. Cottrell Carolyn H. Cottrell Admitted Pro Hac Vice 17 SCHNEIDER WALLACE COTTRELL 18 KONECKY WOTKYNS LLP 19 20 21 SIGNATURES ON FOLLOWING PAGE 22 23 24 25 26 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 18 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 19 of 20 1 DATED: June 16, 2017 Respectfully Submitted, 2 3/s/Carolyn H. Cottrell Carolyn H. Cottrell Admitted Pro Hac Vice 4 Nicole N. Coon Admitted Pro Hac Vice 5 Patrick J. Van Zanen, AZ Bar No. 021371 Jeffery R. Finley, AZ Bar No. 009683 6 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 7 Stephen F. Banta 8 ANDERSON BANTA CLARKSON PLLC 9 48 North MacDonald Mesa, Arizona 85201 10 Telephone: (480) 707-2835 Facsimile: (480) 522-3649 11 sbanta@abclawgroup.com 12 Attorneys for Plaintiffs, the FLSA Class and 13 Putative Class 14 15 16 17 18 19 20 21 22 23 24 25 26 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 19 Case 2:16-cv-03939-JWS Document 35 Filed 06/16/17 Page 20 of 20 1 CERTIFICATE OF SERVICE 2 I hereby certify that, on June 16, 2017, I electronically transmitted the attached 3 document to the Clerk’s Office using the CM/ECF System for filing and transmittal of a 4 5 Notice of Electronic Filing to the following CM/ECF registrants: 6 Joshua R. Woodard 7 Jennifer R. Yee 8 One Arizona Center 400 E. Van Buren, Suite 1900 9 Phoenix, Arizona 85004-2202 Attorneys for Defendant OneAZ Credit Union, 10 f/k/a Arizona State Credit Union 11 12 13/s/Kelle J. Winter Kelle J. Winter 14 15 16 17 18 19 20 21 22 23 24 25 26 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 20

MINUTE ENTRY for proceedings held before Judge John W Sedwick: Motion Hearing held on 7/7/2017. Court and counsel heard re Court inclined to grant the parties motion at docket {{34}}. Court to set a Final Approval Hearing the week of 10/16/2017. Court will issue Order by 7/10/2017. (Court Reporter Caroline Edmiston/Camille White.) Hearing held 9:34 AM to 9:49 AM (Alaska Daylight Time).

Case 2:16-cv-03939-JWS Document 38 Filed 07/07/17 Page 1 of 1 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA CIVIL MINUTES-GENERAL Phoenix/Prescott Division 2:16-cv-03939-JWS DATE: July 7, 2017 Year Case No Initials Title: THOMAS KOON, et al., vs. ONEAZ CREDIT UNION Plaintiff Defendant ============================================================================== HON: JOHN W. SEDWICK Judge # 7-11 Caroline Edmiston/Camille White Caroline Edmiston/Camille White Deputy Clerk Court ECR Attorney for Plaintiffs Attorney for Defendant CAROLYN H. COTTRELL, TELEPHONIC JENNIFER RACHEL YEE, TELEPHONIC PATRICK JAMES VAN ZANEN, TELEPHONIC JUSTINE M. CASEY, TELEPHONIC =============================================================================== PROCEEDINGS: X Open Court Chambers Other At 9:34 a.m. (ALASKA DAYLIGHT TIME) Court and counsel heard re Court inclined to grant the parties motion at docket (34). Court and counsel heard re proposed dates as follows: Exhibit B, page 1 will be July 10, 2017. Exhibit C, page 6 Defendant to provide names by July 18, 2017. Exhibit C, page 7 Defense Counsel to Mail Notice Packets by July 24, 2017. Exhibit C, page 7 Collective and Class Members to file objections by September 25, 2017. Exhibit C, page 7 Defense Counsel to provide Declaration by October 10, 2017. Court to set a Final Approval Hearing the week of October 16, 2017. Court will issue Order by July 10, 2017. At 9:49 a.m. court adjourned. Time in court = 15 minutes//Notice to Counsel

ORDER re {{34}} MOTION PRELIMINARILY APPROVING SETTLEMENT, CERTIFYING SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES and {{34}} MOTION TO CERTIFY CLASS. See document. Signed by Judge John W Sedwick on 7/10/17.

Case 2:16-cv-03939-JWS Document 39 Filed 07/10/17 Page 1 of 8 1 Jeffery R. Finley, AZ Bar No. 009683 Patrick J. Van Zanen, AZ Bar No. 021371 2 SCHNEIDER WALLACE COTTRELL 3 KONECKY WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 4 Scottsdale, Arizona 85253 Telephone: (480) 428-0143 5 Facsimile: (866) 505-8036 6 jfinley@schneiderwallace.com pvanzen@schneiderwallace.com 7 Carolyn H. Cottrell Admitted Pro Hac Vice 8 Nicole N. Coon Admitted Pro Hac Vice 9 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 10 2000 Powell Street, Suite 1400 San Francisco, California 94608 11 Telephone: (415) 421-7100 12 Facsimile: (415) 421-7105 ccottrell@schneiderwallace.com 13 ncoon@schneiderwallace.com 14 Attorneys for Plaintiffs, the FLSA Class and Putative Class 15 Additional Counsel on Signature Page 16 17 IN THE UNITED STATES DISTRICT COURT 18 FOR THE DISTRICT OF ARIZONA 19 THOMAS H. KOON and STEVEN J. Case No. 2:16-cv-03939-JWS 20 ROSS, on behalf of themselves and all others similarly situated, ORDER PRELIMINARILY 21 APPROVING SETTLEMENT, Plaintiffs, 22 CERTIFYING SETTLEMENT vs. CLASS, AND ESTABLISHING 23 NOTICE PROCEDURES ONEAZ CREDIT UNION, F/K/A 24 ARIZONA STATE CREDIT UNION, a state-chartered credit union, 25 Defendants. 26 27 28 Case 2:16-cv-03939-JWS Document 39 Filed 07/10/17 Page 2 of 8 1 The Motion for Preliminary Approval of Settlement, Preliminary Certification of 2 Settlement Class, and Establishing Notice Procedures (the "Motion"), filed by Plaintiffs 3 Thomas H. Koon ("Koon") and Steven J. Ross ("Ross") ("Plaintiffs") in the case Koon and 4 Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-5 03939-JWS, came on for hearing, the Honorable John W. Sedwick presiding. Defendant 6 OneAZ Credit Union, formerly known as Arizona State Credit Union ("OneAZ") 7 ("Defendant") does not oppose the motion. 8 Plaintiffs allege three causes of action for violations of the federal Fair Labor 9 Standards Act, 29 U.S.C. §§ 201, et seq., the Arizona Wage Act, A.R.S. §§ 23-350, et seq., 10 and common law unjust enrichment. Plaintiffs assert the first cause of action under the 11 FLSA on behalf of themselves and the Collective for OneAZ’s violation of the FLSA by 12 failing to pay employees the required amount of overtime at the statutory rate, and by failing 13 to keep required, accurate records of all hours worked by Plaintiffs and the FLSA Class 14 Members. 15 Plaintiffs assert the second cause of action under the Arizona Wage Act on behalf of 16 themselves and the Arizona Class for OneAZ’s violation of the Arizona Wage Act, A.R.S. 17 §§ 23-350, et seq., by failing to include commission earnings in the calculation of Plaintiffs’ 18 and Class Members’ overtime compensation. Accordingly, Defendant also failed to timely 19 pay all overtime wages owed when due to Plaintiffs and the Class and failed to timely pay 20 all overtime wages owed to Plaintiffs and Class Members who were discharged from or quit 21 their employment with Defendant during the statutory period in violation of the Arizona 22 Wage Act. 23 Plaintiffs assert the third cause of action under Arizona common law on behalf of 24 themselves and the Arizona Class for OneAZ’s unjust enrichment resulting from OneAZ’s 25 violation of the FLSA and Arizona Wage Act. 26 27 UNOPPOSED MOTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF 28 PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 2 Case 2:16-cv-03939-JWS Document 39 Filed 07/10/17 Page 3 of 8 1 After initial exchanges of information and discovery, the Parties participated in a 2 settlement conference before United States Magistrate Judge Michelle Burns on April 20, 3 2017, and have reached a negotiated settlement, memorialized in the Settlement Agreement 4 and Release dated June 14, 2017. 5 A hearing was held before this Court on July 7, 2017, for the purpose of determining, 6 among other things, whether the proposed Settlement was within the range of possible 7 approval, and whether notice to the Class of its terms and conditions, and the scheduling of 8 a formal fairness hearing, also known as a final approval hearing, will be appropriate. 9 Appearing at the hearing was counsel for Defendant and counsel from Schneider Wallace 10 Cottrell Konecky Wotkyns LLP, on behalf of Plaintiffs and the Class. 11 Having reviewed the papers and documents presented, having heard the statements 12 of counsel, and having considered the matter, the Court HEREBY ORDERS as follows: 13 1. The Court hereby grants Preliminary Approval of the terms and conditions 14 contained in the Settlement Agreement, attached to the Motion as Exhibit A. The Court 15 preliminarily finds that the terms of the Settlement appear to be within the range of possible 16 approval, pursuant to Federal Rule of Civil Procedure 23 and applicable law. 17 2. The Court finds on a preliminary basis that: (1) the settlement amount is fair 18 and reasonable to the Class Members when balanced against the probable outcome of 19 further litigation relating to class certification, liability and damages issues, and potential 20 appeals; (2) significant informal discovery, investigation, research, and litigation have been 21 conducted such that counsel for the Parties at this time are able to reasonably evaluate their 22 respective positions; (3) settlement at this time will avoid substantial costs, delay, and risks 23 that would be presented by the further prosecution of the litigation; and (4) the proposed 24 Settlement has been reached as the result of intensive, serious, and non-collusive 25 negotiations between the Parties. Accordingly, the Court preliminarily finds that the 26 Settlement Agreement and Release was entered into in good faith. 27 UNOPPOSED MOTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF 28 PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 3 Case 2:16-cv-03939-JWS Document 39 Filed 07/10/17 Page 4 of 8 1 3. Defense Counsel shall administer the Settlement upon confirmation by Class 2 Counsel. 3 4. The Court grants conditional certification of the Settlement Class, in 4 accordance with the Settlement, for purposes of this Settlement only. The Settlement Class 5 is defined as: 6 Current and former MLOs employed by Defendant in Arizona for any 7 period of time between November 14, 2013 and November 14, 2016 who received incentive compensation from Defendant, whose names are the 8 following: Adams, Jake D.; Allabastro, Warren; Allen, Marie; Al-Rifai, 9 Melissa; Bemisdarfer, Dorothy; Burnam, Vikki; Burris, Sarah; Campbell, Brian; Chittenden, Andrew; Crawford, Erika; Dawson, Kimberly; Eastlack, 10 Melody; Espinoza, Stephanie; Funk, Audra; Geiger, Sarah; Gonzales, Rudy; Grimes, Janine; Halopoff, Peter; Jester, Michael; Koon, Tom; Lizarraga, 11 Daniel J.; Lobur, Tamella; Lopez, Javiel; Mitchell, Maret; Pilgrim, Tami; 12 Raso, Eric; Robel, Morgan; Rodriguez, Daniel; Ross, Steven; Rush, David; Sandoval, Jorge; Schlieper, Bryan; Schmidt, Brian; Slater, Paul; Stewart, 13 Adam; Sullivan, Nancy; Talpa, Florentina; Taylor, Tina; Teeples, Cody D.; 14 Wilmarth, Holly Jean; Zarate, Diana; Zink, Heather. ("Preliminary Settlement Class"). 15 16 5. All putative class members who do not opt out or object within thirty (30) 17 calendar days from the date they were mailed a Settlement Notice by Class Counsel, as 18 described in the Settlement Notice, shall be considered members of the Settlement Class 19 and shall be bound by the terms of the Settlement. 20 6. The Court hereby approves the Notice attached as an Exhibit to the Motion. 21 The Court finds that the Notice, along with the related notification procedure contemplated 22 by the Settlement, constitute the best notice practicable under the circumstances and are in 23 full compliance with the applicable laws and requirements of due process. The Court 24 further finds that the Notice Packet appears to fully and accurately inform the Class 25 Members of all material elements of the proposed Settlement, of their right to be excluded 26 from the Settlement, and of their right and opportunity to object to the Settlement. Subject 27 UNOPPOSED MOTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF 28 PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 4 Case 2:16-cv-03939-JWS Document 39 Filed 07/10/17 Page 5 of 8 1 to the terms of the Settlement, including the terms pertaining to address verification, the 2 Notice shall be mailed via first-class mail to the most recent known address of each Class 3 Member within the timeframe specified in the Settlement. The Parties are authorized to 4 make non-substantive changes to the proposed Notice that are consistent with the terms of 5 the Settlement and this Order. 6 7. The Court hereby approves the proposed procedure for Class Member 7 exclusion from the Settlement, which is to submit a written statement requesting exclusion 8 to Class Counsel at the address provided in the Settlement Notice. 9 8. The Court hereby appoints Schneider Wallace Cottrell Konecky Wotkyns 10 LLP as Class Counsel. 11 9. The Court further preliminarily approves Class Counsel’s request for 12 attorneys’ fees and costs of $75,000.00. 13 10. The Court preliminarily appoints Plaintiffs Koon and Ross as class 14 representatives. 15 11. The Court further orders that Class Counsel shall file a motion for Final 16 Approval of the Settlement, with the appropriate declarations and supporting evidence, 17 including a declaration setting forth the identity of any Class Members who request 18 exclusion from the Settlement, by September 26, 2017. 19 12. The Court further orders that each Class Member shall be given a full 20 opportunity to object to the proposed Settlement and request for attorneys’ fees, and to 21 participate at a Final Approval Hearing, which the Court sets to commence on October 17, 22 2017, at 9:30 AM, at the Sandra Day O’Connor United States District Courthouse, Phoenix, 23 Arizona. 24 13. A Class Member may request to be excluded from the Settlement Class by 25 sending a written request for exclusion to Class Counsel at the address provided in the 26 Settlement Notice ("Opt-Out"). The Class Member’s Opt-Out request must contain the 27 UNOPPOSED MOTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF 28 PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 5 Case 2:16-cv-03939-JWS Document 39 Filed 07/10/17 Page 6 of 8 1 Class Member’s original signature, current postal address and a specific statement that the 2 Class Member wants to be excluded from the Settlement Class. Opt-Outs must be 3 postmarked no later than the deadline set by the Court in the Preliminary Approval Order. 4 In no event shall persons who purport to opt out of the Settlement Class as a group, on an 5 aggregate basis or as a class involving more than one Class Member, be considered valid 6 Opt-Outs. Requests for exclusion that do not comply with any of the foregoing 7 requirements are invalid. No later than seven (7) business days after the deadline for 8 submission of Opt-Out requests, the Class Counsel shall provide Defense Counsel with a 9 complete list of all persons who have properly opted out of the Settlement together with 10 copies of the Opt-Out requests. Any Class Member seeking to object to the proposed 11 Settlement may also file such objection in writing with the Court and shall serve such 12 objection on Class Counsel and Defendant’s Counsel or may appear at the Final Approval 13 Hearing to make the objection. 14 14. On or before the Final Fairness Hearing, Defense Counsel will certify to the 15 Court that they have fully complied with the Settlement Notice requirements of this Order. 16 15. Accordingly, the Court hereby approves the proposed Notice and adopts the 17 following dates and deadlines. 18 Date of preliminary approval of the July 10, 2017 19 Settlement as to FLSA Collective and 20 Arizona Class ("Collective and Class Members") 21 Defendant to provide Class Counsel the July 18, 2017 names for all Collective and Class 22 Members, as well as any relevant information regarding their dates of 23 employment as Mortgage Loan Officers 24 including but not limited to work week information and estimated Settlement 25 Awards, amounts previously paid (and proof of payment) and amounts to be paid. 26 27 UNOPPOSED MOTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF 28 PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 6 Case 2:16-cv-03939-JWS Document 39 Filed 07/10/17 Page 7 of 8 1 Defense Counsel to Mail Notice Packets to July 24, 2017 Collective and Class Members by first class 2 mail. 3 Defense Counsel to complete any skip trace 4 or other address searches for any Class Member whose notice is returned 5 undeliverable. Deadline for: September 25, 2017. 6 7 Collective and Class Members to opt-out of Settlement. 8 Collective and Class Members to file any 9 objections to the settlement. 10 11 Defense Counsel to provide Class Counsel a October 10, 2017 Declaration Re: Administration of the 12 Settlement 13 14 Hearing on Motion for Final Approval October 17, 2017, at 9:30 AM Effective Date The date on which the Judgment approving the 15 Settlement Agreement becomes Final. Final means the date on which all appellate rights 16 with respect to the Judgment have expired or have been exhausted in such a manner as to 17 affirm the Judgment and, when no further 18 appeals are possible, including but not limited to review by the United States Supreme Court. 19 Appellate rights will have been exhausted or expired on the date the Judgment approving 20 this Agreement is entered if there are no objectors or intervenors who have noticed an 21 appearance 22 Class Counsel’s attorneys’ fees and No later than 10 Business days after the 23 expenses and Named Plaintiffs’ Service Effective Date Awards shall be paid 24 Defense Counsel shall provide Class No later than 10 Business days after the 25 Counsel with an accounting ("Final Effective Date Accounting") of all overtime true-up 26 payments previously made, or promised to 27 UNOPPOSED MOTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF 28 PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 7 Case 2:16-cv-03939-JWS Document 39 Filed 07/10/17 Page 8 of 8 1 be made, and proof that such payments were made, to the Collective and Class Members 2 Settlement Awards-including both any No later than 10 Business days after Class 3 unpaid Previously-Agreed Overtime True-Counsel’s approval of the Final Accounting Up Payments and the Additional Overtime 4 True-Up Payments-shall be paid by Defendant to Collective and Class Members 5 Defense Counsel to complete any skip trace 6 or other address searches for any Class 7 Member whose Notice is returned undeliverable. 8 Defendant to stop payment on uncashed 180 days after issuance of Settlement Awards checks for Class Members that have not 9 cashed checks. Uncashed check funds shall be distributed to Collective and Class 10 Members who cashed checks or to a cy pres 11 recipient, at Class Counsel’s option 12 13 16. The Court further orders that, pending further order of this Court, all 14 proceedings in this Lawsuit, except those contemplated herein and in the Settlement, are 15 stayed. 16 17. If for any reason the Court does not execute and file a Final Approval Order 17 and Judgment, the proposed Settlement subject to this Order and all evidence and 18 proceedings had in connection with the Settlement shall be null and void. 19 18. The Court may, for good cause, extend any of the deadlines set forth in this 20 Order or adjourn or continue the final approval hearing without further notice to the Class. 21 IT IS SO ORDERED. 22 DATED this 10th day of July 2017. 23/s/JOHN W. SEDWICK 24 SENIOR JUDGE, UNITED STATES DISTRICT COURT 25 26 27 UNOPPOSED MOTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF 28 PRELIMINARY APPROVAL OF SETTLEMENT, PRELIMINARY CERTIFICATION OF SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, et al., Case No. 2:16-cv-03939-JWS 8

MOTION for Final Approval of Settlement, Certification of Settlement Class, Service Awards, and Attorneys' Fees and Costs (Unopposed) by Thomas H Koon, Steven J Ross.

Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 1 of 21 Jeffrey Finley (SBN 009683) 1 SCHNEIDER WALLACE COTTRELL KONECKY 2 WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 3 Scottsdale, Arizona 85253 Tel: (480) 428-0141 4 Fax: (866) 505-8036 jfinley@schneiderwallace.com 5 pvanzanen@schneiderwallace.com 6 Carolyn H. Cottrell Admitted Pro Hac Vice SCHNEIDER WALLACE 7 COTTRELL KONECKY WOTKYNS LLP 8 2000 Powell Street, Suite 1400 Emeryville, California 94608 9 Tel: (415) 421-7100 Fax: (415) 421-7105 10 ccottrell@schneiderwallace.com 11 Attorneys for Plaintiffs and the Settlement Class 12 Additional Counsel on Signature Page 13 14 IN THE UNITED STATES DISTRICT COURT 15 FOR THE DISTRICT OF ARIZONA 16 17 THOMAS H. KOON and STEVEN J. ROSS, Case No. 2:16-CV-03939-JWS on behalf of themselves and all others similary 18 situated, PLAINTIFFS’ UNOPPOSED MOTION 19 FOR FINAL APPROVAL OF Plaintiffs, SETTLEMENT, CERTIFICATION OF 20 v. SETTLEMENT CLASS, SERVICE 21 AWARDS, AND ATTORNEYS’ FEES ONEAZ CREDIT UNION, F/K/A ARIZONA AND COSTS; MEMORANDUM OF STATE CREDIT UNION, a state-chartered 22 POINTS AND AUTHORITIES IN credit union SUPPORT THEREOF 23 Defendant. Date: October 17, 2017 24 Time: 9:30 a.m. 25 Judge: Hon. John W. Sedwick 26 27 28 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 2 of 21 1 TABLE OF CONTENTS 2 I. INTRODUCTION............................................................................................................ 1 3 II. TERMS OF THE SETTLEMENT................................................................................... 2 4 A. Basic Terms........................................................................................................... 2 5 B. Allocation and Awards.......................................................................................... 3 6 C. Scope of Release.................................................................................................... 3 7 D. Settlement Administration..................................................................................... 4 8 E. Unclaimed Funds................................................................................................... 4 9 F. Service Awards...................................................................................................... 4 G. Attorneys’ Fees and Costs..................................................................................... 4 10 III. ARGUMENT.................................................................................................................... 5 11 A. Overview of the Class Action Settlement Process and Settlement Administration 12 to Date.................................................................................................................... 5 13 B. The Court Should Grant Final Approval............................................................... 6 14 1. The Settlement Meets the Standard for Court Approval............................ 6 2. The Settlement is Entitled to a Presumption of Fairness............................ 7 15 3. The Court Should Certify the Settlement Class for Settlement Purposes.. 8 16 a. Plaintiffs Satisfy The Numerosity Requirements............................ 8 17 b. Plaintiffs’ Claims Raise Common Issues of Fact or Law............... 8 18 c. Plaintiffs’ Claims Are Typical of the Claims of The Class............. 9 19 d. Plaintiffs and Class Counsel Will Adequately Represent The Class................................................................................................. 9 20 e. The Rule 23(b)(3) Requirements for Certification Are Also Met... 9 21 4. The Settlement Should Be Approved Because It Is Fair, Reasonable, and 22 Adequate................................................................................................... 10 23 a. The Terms of the Settlement Are Fair, Reasonable, and Adequate........................................................................................ 10 24 b. The Allocation of the Settlement Fund Is Fair.............................. 11 25 c. Litigating This Action Would Delay Recovery and Would Be 26 Expensive, Time-Consuming, and Risky...................................... 11 27 d. The Settlement Is The Product of Informed, Non-Collusive, and Arm’s-Length Negotiations Between Experienced Counsel......... 11 28 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 3 of 21 e. The Class Representative Enhancement Payment Is Reasonable. 12 1 f. The Requested Attorneys’ Fees and Costs Are Reasonable.......... 12 2 i. Overview of Class Counsels’ work on the case................. 13 3 ii. Plaintiffs are entitled to attorneys’ fees under the FLSA 4 because they are a prevailing party under Section 216(b). 14 5 iii. The Parties agreed upon a reasonable amount of attorneys’ fees...................................................................................... 15 6 iv. Counsel devoted time to this case that could have otherwise 7 been devoted elsewhere...................................................... 15 8 v. Class Counsel accepted this case on a contingency fee basis.................................................................................... 15 9 vi. Class Counsel has substantial experience as class and 10 collective action litigators................................................... 15 11 vii. Class Counsel achieved an excellent recovery in spite of significant litigation risk..................................................... 16 12 g. The Notice and Claims Process Was Reasonable......................... 16 13 IV. CONCLUSION............................................................................................................... 17 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 4 of 21 1 MOTION 2 Plaintiffs Thomas H. Koon ("Koon") and Steven J. Ross ("Ross") (Koon and Ross are 3 collectively referred to as "Plaintiffs"), move the Court to enter the proposed Final Approval 4 Order to which Defendant consents, providing for: 1) final approval of the proposed 5 settlement; 2) certification of the Settlement Class; 3) approval of service awards for the 6 Named Plaintiffs; and 4) approval of Class Counsel’s application for an award of attorneys’ 7 fees and expenses. A Hearing on this Motion for Final Approval has been set for October 17, 2017 at 9:30 a.m., before Senior Judge John W. Sedwick of the United States District Court 8 for the District of Arizona. 9 MEMORANDUM OF POINTS AND AUTHORITIES 10 I. INTRODUCTION 11 Plaintiffs seek final approval of the proposed settlement of this Fair Labor Standards 12 Act and Arizona Wage Act overtime and unjust enrichment class and collective action case, 13 which provides that approximately $169,000.00 in non-reversionary funds will be distributed 14 to the settlement class. The settlement agreement, which was reached after serious, informed, 15 non-collusive negotiations, including a Settlement Conference before United States Magistrate 16 Judge Michelle Burns, will provide substantial monetary payments to the 42 current and 17 former Mortgage Loan Officers ("MLOs’) who comprise the settlement class. And as set forth 18 more fully below, the proposed settlement satisfies all the criteria for settlement approval. 19 On July 10, 2017, the Court granted preliminary approval of the proposed settlement 20 [ECF 39]. Since preliminary approval, Defendant OneAZ Credit Union, formerly known as 21 Arizona State Credit Union ("OneAZ" or "Defendant") has issued to the Court-approved 22 notice to Settlement Class Members, at their most recent known address. Class Members had 23 until September 25, 2017 to opt-out or object to the proposed settlement. None of the Class 24 Members have opted out or objected. 25 The proposed settlement provides excellent benefits to the members of the Settlement 26 Class, particularly considering the complexities and risks of the case. OneAZ agrees to pay the 27 total amount of overtime due to the Class Members, plus liquidated damages and other 28 1 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 5 of 21 1 penalties, to settle all claims. The settlement provides for Overtime True-Up payments 2 amounting to 100% recovery. 3 OneAZ has agreed to pay $149.899.35 (of which $106,785.52 has already been paid), 4 plus an Additional Overtime True-Up Payment to the Settlement Class in the amount of 5 $20,000.00 which represents: i) liquidated damages on overtime true-up payments on any 6 incentive compensation earned by the Settlement Class from November 1, 2013 through October 31, 2014, and ii) a portion of additional treble damages available under the Arizona 7 Wage Act and interest. OneAZ agreed to make these previously calculated payments to Class 8 Members and has already begun doing so. The settlement distribution formula makes 9 individuals whole based on their actual hours worked and length of service—those who 10 worked longer will obtain a larger recovery. 11 The recovery is robust in light of the significant risks of continued litigation. Plaintiffs 12 would have faced significant hurdles in obtaining collective and class action certification, and 13 ultimately would have had to prevail at trial, to obtain recovery without settlement. Moreover, 14 precarious law regarding independent class-wide proof of damages in wage and hour cases 15 presented additional risk. 16 Accordingly, Plaintiffs request that the Court grant final approval of the proposed 17 settlement. 18 II. TERMS OF THE SETTLEMENT 19 A. Basic Terms 20 Under the proposed Settlement Agreement and Release ("Settlement Agreement"), 21 OneAZ agrees to pay the total amount of overtime due to the Class Members, plus liquidated 1 22 damages and other penalties, to settle all claims. Declaration of Carolyn Hunt Cottrell in 23 Support of Plaintiffs’ Unopposed Motion for Final Approval of Settlement, Certification of 24 Settlement Class, Service Awards, and Attorneys’ Fees and Costs ("Dec."), ¶ 17. Defendant 25 agreed to make these previously calculated payments to Class Members and has already begun 26 1 The proposed Settlement Agreement is attached to the Unopposed Motion and Memorandum of 27 Points and Authorities in Support of Preliminary Approval of Settlement, Preliminary Certification of Settlement Class, and Establishing Notice Procedures as Exhibit A [ECF 34-1]. 28 2 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 6 of 21 1 doing so. Id. The total damages for overtime are $149,899.35.2 Dec., at ¶ 18. Defendant also 2 agrees to pay an additional $20,000 in liquidated and treble damages and interest. Dec., at ¶ 3 19. B. Allocation and Awards 4 The Parties and their Counsel agree that the following formula used to re-calculate 5 overtime payments is correct pursuant to 29 C.F.R. § 778.120, and that Defendant’s 6 calculations are compliant therewith: 7  Monthly incentive divided by 4.3 (number of weeks in a month) = Weekly Incentive. 8  Weekly Incentive x 2 (weeks per pay period) = Bi-Weekly Incentive. 9  Bi-Weekly Incentive divided by total hours worked during the applicable 2-week pay 10 period (including both regular and overtime hours) = Additional Amount Per Hour Earned Relating to the Incentive Payment. 11  Additional Amount Per Hour Earned Relating to the Incentive Payment divided by 2 (to 12 determine the overtime premium) = Overtime Premium. 13  Overtime Premium x Overtime Hours During the Applicable Pay Period = Overtime Amounts on Incentive Payment for the Applicable Pay Period. 14 Dec., at ¶ 20. Using this formula, Class Members receive the additional overtime due them. 15 Dec., at ¶ 21. Further, an additional $20,000 in liquidated and treble damages and interest will 16 be allocated based upon the number of weeks each Class Member worked during the class 17 period. Dec., at ¶ 22. 18 C. Scope of Release 19 The settlement releases the claims of each Class Member who has not opted out of the 20 proposed settlement and which claims were or could have been asserted in the lawsuit for 21 violation of the FLSA and the Arizona Wage Act. The claims released are: "all claims, 22 demands, rights, liabilities and causes of action that were or could have been asserted (whether 23 in tort, contract, or otherwise) for violation of the Arizona Wage Act, A.R.S. §§ 23-350, et seq. 24 and related common law, including but not limited to unjust enrichment, as well as for 25 violation of the FLSA, or any similar state or federal law, whether for unpaid wages, economic 26 damages, non-economic damages, liquidated damages, punitive damages, restitution, 27 2 All but $43,113.83 of this amount has already been paid. 28 3 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 7 of 21 1 penalties, other monies, or other relief arising out of, relating to, or in connection with any 2 facts and/or claims pled in the Complaint, which are or could be the basis of claims that 3 Defendant failed to provide all overtime wages due at any time during the Class Period." Dec., 4 at ¶ 23. D. Settlement Administration 5 Due to the small class size, the Parties will not use a settlement administrator. Instead, 6 Defense Counsel will administer the settlement with oversight from Class Counsel. Dec., at ¶ 7 24. Defense Counsel has mailed the Court-approved notice to the Class. Id. Defense Counsel 8 has also calculated Individual Settlement Payments, calculated payroll taxes, and will manage 9 disbursements to the Class Members. Dec., at ¶ 25. Defense Counsel will update Class 10 Members addresses as needed. Id. 11 E. Unclaimed Funds 12 The proposed settlement is a non-reversionary settlement. Any settlement funds that are 13 unclaimed by the Class Members after the expiration of the check-cashing deadline will be 14 distributed to the Class Members who cashed checks or to a cy pres beneficiary at Class 15 Counsel’s discretion. Dec., at ¶ 26. F. Service Awards 16 The proposed settlement provides for service awards in the amount of $5,000.00 each 17 to Named Plaintiffs Thomas Koon and Steven Ross. Dec., at ¶ 27. The service awards will be 18 paid to Koon and Ross in addition to the overtime damages that they receive as Class 19 Members. Id. If the service awards are not approved by the Court, the service award amount 20 will be added to the Additional Overtime True-Up Payment for disbursement to the Class. Id. 21 G. Attorneys’ Fees and Costs 22 The Parties have agreed to a payment of $75,000.00 to Schneider Wallace Cottrell 23 Konecky Wotkyns LLP for attorneys’ fees and costs incurred in litigating this lawsuit on 24 behalf of the Plaintiffs and the Settlement Class. Dec., at ¶ 28. 25//26//27//28 4 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 8 of 21 III. ARGUMENT 1 A. Overview of the Class Action Settlement Process and Settlement 2 Administration to Date 3 A class and collective action settlement like the one proposed here must be approved by 4 the Court to be effective. See Fed. R. Civ. P. 23(e). The process for court approval is 5 comprised of three principle steps: 6 1. A preliminary approval hearing, at which the court considers whether the proposed 7 settlement is within the range of reasonableness possibly meriting final approval; 8 2. Dissemination of notice of the proposed settlement to class members for comment; and 9 3. A formal "fairness hearing," or final approval hearing, at which the Court decides 10 whether the proposed settlement should be approved as fair, adequate, and reasonable to 11 the class. See Manual for Complex Litigation (Fourth) §§ 21.632-34 (2010). This procedure safeguards 12 class members’ procedural due process rights and enables the Court to fulfill its role as the 13 guardian of class interests. See Newberg on Class Actions, § 11.22, et seq. (4th ed. 2002) 14 ("Newberg"). 15 On July 10, 2017, the Court granted preliminary approval of the Settlement, after 16 considering the terms of the settlement, the declarations of counsel, and the history of this 17 litigation. [ECF 39]. Defendant then administered the notice process in compliance with the 18 Court’s Preliminary Approval Order and the terms of the Settlement by sending the court-19 approved notice to the 42 potential settling Class Members on July 24, 2017. Dec., at ¶ 25. 20 Settlement Class Members have been given the opportunity to object to the settlement, 21 challenge the amount they are projected to receive, to exclude themselves from the settlement, 22 or to accept payment. Under the Court’s Settlement Schedule, Class Members had until 23 September 25, 2017, to submit any objections or challenges for the Court to consider. [ECF 24 39]. A fairness hearing is set for October 17, 2017 at 9:30 a.m. Id. Therefore, a procedure has 25 been put in place to safeguard the Class Members’ due process rights. 26 For the reasons presented at preliminary approval, which are reiterated below, Plaintiffs 27 now request that the Court complete the third step of the process and grant final approval. 28 5 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 9 of 21 B. The Court Should Grant Final Approval 1 1. The Settlement Meets the Standard for Court Approval 2 To be finally approved, a class/FLSA settlement must be "fair and reasonable 3 resolution of a bona fide dispute over FLSA provisions." Jones v. Agilysys, Inc., 2013 WL 4 4426504, at *2 (N.D. Cal. Aug. 15, 2013); see also Staton v. Boeing Co., 327 F.3d 938, 959 5 (9th Cir. 2003) (reasoning that when faced with a motion for final approval of a class action 6 settlement, a court’s inquiry is whether the settlement is "fair, adequate, and reasonable. A 7 settlement merits final approval when "the interests of the class as a whole are better served by 8 the settlement than by further litigation." Manual for Complex Litigation (Fourth) § 21.61, at 9 480 (2010). 10 The law favors the compromise and settlement of class action suits. See, e.g., Churchill 11 Vill. L.L.C. v. Gen. Elec., 361 F.3d 566, 576 (9th Cir. 2004); Class Plaintiffs v. City of Seattle, 12 955 F.2d 1268, 1276 (9th Cir. 1992); Officers for Justice v. Civil Serv. Comm’n, 688 F.2d 615, 13 625 (9th Cir. 1982). Indeed, the Ninth Circuit recognizes the "overriding public interest in 14 settling and quieting litigation … particularly … in class action suits …" Van Brokhorst v. 15 Safeco Corp., 529 F.2d 943, 950 (9th Cir. 1976); see also Weeks v. Kellogg Co., 2013 WL 16 6531177, at *10 (C.D. Cal. Nov. 23, 2013) (quoting In re Synocor ERISA Litig., 516 F.3d 17 1095, 1101 (9th Cir. 2008) ("‘[T]here is a strong judicial policy that favors settlements, 18 particularly where complex class action litigation is concerned.’")."[T]he decision to approve 19 or reject a settlement is committed to the sound discretion of the trial judge because he is exposed to the litigants and their strategies, positions, and proof." Hanlon v. Chrysler Corp., 20 150 F.3d 1011, 1026 (9th Cir. 1998) (internal citations and quotations omitted). In exercising 21 such discretion, the courts balance several factors, including: "the strength of plaintiffs’ case; 22 the risk, expense, complexity, and likely duration of further litigation; the risk of maintaining 23 class action status throughout the trial; the amount offered in settlement; [and] the extent of 24 discovery completed" among other factors. Chun-Hoon v. McKee Foods Corp., 716 F. Supp. 25 2d 848, 850-51 (N.D. Cal. 2010) (quoting Class Plaintiffs, 955 F.2d at 1291). The courts also 26 give "proper deference to the private consensual decision of the parties … [T]he court’s 27 intrusion upon what is otherwise a private consensual agreement negotiated between the 28 6 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 10 of 21 1 parties to a lawsuit must be limited to the extent necessary to reach a reasoned judgment that 2 the agreement is not the product of fraud or overreaching by, or collusion between, the 3 negotiating parties, and that the settlement, taken as a whole, is fair, reasonable and adequate 4 to all concerned." Hanlon, 150 F.3d at 1027 (internal citations omitted). 5 The Ninth Circuit has "long deferred to the private consensual decision of the parties." 6 Rodriguez v. West Publ’g Corp., 563 F.3d 948, 965 (9th Cir. 2009) (citing Hanlon, 150 F.3d at 1027). "[I]n evaluating whether the settlement is fair and adequate, the Court’s function is not 7 to second guess the settlement’s terms." Garner v. State Farm Auto Ins. Co., v. State Farm 8 Auto Ins. Co., 2010 U.S. Dist. LEXIS 49477, at *21 (N.D. Cal. Apr. 22, 2010). In the end, 9 "[s]ettlement is the offspring of compromise; the question we address is not whether the final 10 product could be prettier, smarter or snazzier, but whether it is fair, adequate and free from 11 collusion." Hanlon, 150 F.3d at 1027. For the reasons discussed below, the settlement meets 12 the standard for court approval. 13 2. The Settlement is Entitled to a Presumption of Fairness 14 "Settlements that follow sufficient discovery and genuine arms-length negotiation are 15 presumed fair." In re Wireless Facilities, Inc. Sec. Litig. II, 253 F.R.D. 607, 610 (S.D. Cal. 16 2008) (citations omitted); see also Garner, 2010 U.S. Dist. LEXIS 49477 at *35 ("Where a 17 settlement is the product of arms-length negotiations conducted by capable and experienced 18 counsel, the court begins its analysis with a presumption that the settlement is fair and 19 reasonable."). Thus, where a settlement is the product of arms-length negotiations conducted 20 by experienced class counsel and follows sufficient discovery, the Court begins its analysis 21 with a presumption that the settlement is fair and reasonable. See Newberg § 11.41; Brown v. 22 Hain Celestial Grp., Inc., 2016 WL 631880, at *5 (N.D. Cal. Feb. 17, 2016); see also 23 Fernandez v. Victoria Secret Stores, LLC, 2008 WL 8150856, at *4 (C.D. Cal. July 21, 2008). 24 This is certainly the case here. 25 Here, the foundation for the settlement occurred through settlement negotiations 26 supervised by a well-respected magistrate judge, Judge Burns. The parties participated in a 27 28 7 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 11 of 21 1 formal settlement conference supervised by Judge Burns, as well as additional informal 2 conferences directly between counsel for the parties. 3 Furthermore, Counsel here have extensive experience litigating and negotiating 4 settlements in complex wage and hour collective actions. Dec., at ¶ 40. They have investigated 5 the factual and legal issues raised in this action, and diligently litigated the claims of the 6 Plaintiffs’ and the Class Members. Id. 3. The Court Should Certify the Settlement Class for Settlement 7 Purposes 8 a. Plaintiffs Satisfy The Numerosity Requirements 9 The numerosity requirement demands that a class be large enough that joinder of all 10 members would be impracticable. Fed.R.Civ.P. 23(a)(1). While there is no exact number, 11 courts routinely find numerosity with classes of at least forty members. See Horton v. USAA 12 Cas. Ins. Co., 566 F.R.D. 360, 365 (D. Ariz. 2009); Newberg § 3.12. The Class here includes 13 approximately 40 members, both current and former employees, which is large enough that 14 joinder would be impracticable. Dec., at ¶¶ 29-30. b. Plaintiffs’ Claims Raise Common Issues of Fact or Law 15 The commonality requirement of Fed.R.Civ.P. 23(a)(2) "is met if there is at least one 16 common question of law or fact." Fry v. Hayt, Hayt, & Landau, 198 F.R.D. 461, 467 (E.D. Pa. 17 2000). Rule 23(a)(2) is construed permissively. Hanlon, 150 F.3d 1011. Plaintiff "need not 18 show that … even a preponderance of questions, [are] capable of classwide resolution... a 19 single common question" satisfies commonality. Wang v. Chinese Daily News, Inc., 737 F.3d 20 544 (9th Cir. 2013). Here, common questions of law and fact predominate as alleged in the 21 Complaint. Dec., at ¶ 31. Specifically, the following questions are common to all Class 22 Members: whether the work performed by Plaintiffs and the Class is the type of work 23 Defendant employed them to perform; whether Defendant maintains a common policy and 24 practice of failing to pay Plaintiffs and the Class all overtime compensation due; whether 25 Defendant fully compensated Plaintiffs and the Class for all of the overtime work performed 26 for Defendant; whether Defendant violated A.R.S. §§ 23-350, et seq., through its policy and 27 practice of not paying employees overtime calculated on commissions; and whether Defendant 28 8 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 12 of 21 1 was unjustly enriched by its failure to pay Plaintiffs and the Class for all hours worked. Id. 2 Because these questions can be resolved at the same juncture, the commonality requirement is 3 satisfied. Dec., at ¶ 32. c. Plaintiffs’ Claims Are Typical of the Claims of The Class 4 "Rule 23(a)(3) requires that the claims of the named parties be typical of the claims of 5 the members of the class." Fry, 198 F.R.D. at 468. "Under the rule’s permissive standards, a 6 representative’s claims are'typical’ if they are reasonably coextensive with those of absent 7 class members; they need not be substantially identical." Hanlon, 150 F.3d at 1020. Here, 8 Plaintiffs’ claims are typical of those of all other non-exempt MLOs. Dec., at ¶ 33. A review 9 of payroll data confirms that MLOs who worked for Defendant were subjected to the same 10 illegal policies and practices as Plaintiffs. Dec., at ¶ 34. 11 d. Plaintiffs and Class Counsel Will Adequately Represent The 12 Class The adequacy of representation requirement of Fed.R.Civ.P. 23(a)(4), is satisfied if 13 Plaintiffs show "(1) that the putative named plaintiff has the ability and the incentive to 14 represent the claims of the class vigorously; (2) that he or she has obtained adequate counsel, 15 and (3) that there is no conflict between the individual’s claims and those asserted on behalf of 16 the class." Fry, 198 F.R.D. at 469. Here, Plaintiffs’ claims are not antagonistic to those of the 17 Class Members. Dec., at ¶ 35. Plaintiffs have prosecuted this case with the Class Members’ 18 interests in mind. Id. Moreover, Class Counsel have extensive experience in employment 19 litigation, including wage and hour class actions, and have no conflicts with the class. Id. 20 e. The Rule 23(b)(3) Requirements for Certification Are Also Met 21 Under Rule 23(b)(3), Plaintiffs must show that common questions "predominate over 22 any questions affecting only individual members" and that a class action is "superior to other 23 available methods for fairly and efficiently adjudicating the controversy." Wang, 737 F.3d at 24 545. "The predominance analysis under Rule 23(b)(3) focuses on the'relationship between the 25 common and individual issues’ in the case and'tests whether proposed classes are sufficiently 26 cohesive to warrant adjudication by representation.’" Id. Here, the common questions raised in 27 this action predominate over any individualized questions concerning the Class. Dec., at ¶ 36. 28 9 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 13 of 21 1 The Class is entirely cohesive because resolution of Plaintiffs’ claims all hinge on the uniform 2 overtime pay policies and practices of OneAZ, rather than any individualized treatment the 3 Class members. Dec., at ¶ 37. As a result, the resolution of the alleged class claims will be 4 resolved through the use of common forms of proof, such as OneAZ’s uniform policies, and 5 will not require inquiries specific to individual class members. Id. 6 Further, the class action mechanism is a superior method of adjudication compared to numerous individual suits. Dec., at ¶ 38. To evaluate superiority, courts consider: (A) the class 7 members’ interests in individually controlling the prosecution or defense of separate actions; 8 (B) the extent and nature of any litigation concerning the controversy already begun by or 9 against class members; (C) the desirability of concentrating the litigation of the claims in the 10 particular forum; and (D) the likely difficulties in managing a class action. Fed.R.Civ.P. 11 23(b)(3)(A)-(D). Here, Class Members do not have a strong interest in controlling their 12 individual claims. Id. If the Class Members proceeded as individuals, their individual suits 13 would require duplicative discovery and litigation. Id. In contrast, the class mechanism will 14 efficiently resolve numerous identical claims while preserving judicial resources and 15 eliminating possibly conflicting decisions from repetitious litigation. Id. Accordingly, class 16 treatment is superior. 17 4. The Settlement Should Be Approved Because It Is Fair, Reasonable, 18 and Adequate This class/FLSA settlement is "fair, reasonable, and adequate" in accordance with Rule 19 23(e)(2). Fed.R.Civ.P. 23(e)(2); Officers for Justice, 688 F.2d at 625. 20 a. The Terms of the Settlement Are Fair, Reasonable, and 21 Adequate 22 In evaluating fairness, courts compare the settlement amount with the estimated 23 maximum damages recoverable in a successful litigation. In re Mego Fin. Corp. Sec. Litig., 24 213 F.3d 454, 459 (9th Cir. 2000). The settlement here is fair, reasonable, and adequate 25 because it provides for Overtime True-Up payments amounting to 100% recovery. Dec., at ¶ 26 39. The settlement was arrived at by determining how much Class Members had already been paid and how much they were actually owed. Dec., at ¶¶ 39-43. The settlement also includes 27 28 10 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 14 of 21 1 liquidated damages, which were negotiated at the Settlement Conference. Id. Furthermore, the 2 use of a three year statute of limitations (rather than two years) as a basis for the settlement 3 figure makes this a particularly strong result for the Class, as a three-year limitations period 3 4 requires a showing of willfulness. Id. b. The Allocation of the Settlement Fund Is Fair 5 Defendant has agreed to pay $149.899.35, plus an Additional Overtime True-Up 6 Payment to the Settlement Class in the amount of $20,000.00 which represents: i) liquidated 7 damages on overtime true-up payments on any incentive compensation earned by the 8 Settlement Class from November 1, 2013 through October 31, 2014, and ii) a portion of 9 additional treble damages available under the Arizona Wage Act and interest. Id. Each Class 10 Member’s award is individually calculated based on the hours that they actually worked. 11 Class Members who have more overtime hours will get larger awards under the settlement. 12 Liquidated and treble damages are awarded pro-rata based on the number of weeks that they 13 worked in the class period. 14 c. Litigating This Action Would Delay Recovery and Would Be Expensive, Time-Consuming, and Risky 15 The value of the proposed Settlement is fair given the risks and uncertainties of 16 continued litigation. Dec., at ¶ 39. The Settlement amounts to 100% recovery and thus, there is 17 no value in risking trial and incurring more costs. Id. Litigating further would require 18 substantial additional costs for preparation with no additional benefit. Dec., at ¶¶ 39-40. 19 Resolving this case by means of an early settlement will yield a prompt, certain, and complete 20 recovery for the Class Members, plus liquidated damages and more – a result beneficial to the 21 Class Members and the court system. Dec., at ¶ 41. 22 d. The Settlement Is The Product of Informed, Non-Collusive, and 23 Arm’s-Length Negotiations Between Experienced Counsel 24 Courts presume a settlement is fair when reached through arm’s-length bargaining. See Hanlon, 150 F.3d at 1027; Wren v. RGIS Inventory Specialists, 2011 WL 1230826, at *14 25 3 26 Under the FLSA, Plaintiffs’ overtime and minimum wage claims are subject to a two year statute of limitations unless Plaintiffs show that OneAZ willfully violated the FLSA. 29 U.S.C. § 255(a). If 27 Plaintiffs show that One AZ willfully violated the FLSA, then the applicable statute of limitations is extended to three years. Id. 28 11 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 15 of 21 1 (N.D. Cal. Apr. 1, 2011). Where counsel are well-qualified based on their experience and 2 familiarity with the strengths and weaknesses of the action, courts find this factor satisfied. 3 Wren, 2011 WL 1230826, at *10; Carter v. Anderson Merchandisers, LP, Nos. EDCV 08-4 0025, EDCV 09-0216, 2010 WL 1946784, at *8 (C.D. Cal. May 11, 2010) ("Counsel’s 5 opinion is accorded considerable weight.") Here, the settlement was a product of non-6 collusive, arm’s-length negotiations. Dec., at ¶ 39. The Parties participated in a full-day settlement conference before a U.S. Magistrate Judge who is a skilled adjudicator with 7 experience overseeing settlement conferences. Dec., at ¶ 40. Class Counsel, who have 8 extensive experience litigating class and collective wage and hour claims, having been 9 qualified as counsel in numerous actions, support the settlement. Dec., at ¶ 43. 10 e. The Class Representative Enhancement Payment Is Reasonable 11 Named Plaintiffs in class actions are eligible for reasonable service awards. See Staton, 12 327 F.3d at 976-77. "Courts routinely approve incentive awards to compensate named 13 plaintiffs for their services they provided and the risks they incurred during the course of the 14 class action litigation." Ingram v. The Coca-Cola Co., 200 F.R.D. 685, 694 (N.D. Ga. 2001) 15 (approving $300,000 payment to each class representative in employment action settling 16 before class certification) (quoting In re S. Ohio Corr. Facility, 175 F.R.D. 270, 272 (S.D. 17 Ohio 1997)); see also Roberts v. Texaco, Inc., 979 F. Supp. 185 (S.D.N.Y. 1997) (approving 18 incentive payments up to $85,000 for named plaintiffs in employment action settling prior to 19 class certification); Van Vranken v. Atl. Richfield Co., 901 F. Supp. 294, 300 (N.D. Cal. 1995) 20 (named plaintiff received $50,000 for work in class action). Here, Plaintiffs request a service 21 award of $5,000.00 each to Plaintiffs Koon and Ross, as compensation for the critical role they 22 played, and the time, effort, and risks undertaken to help secure the result obtained for the 23 Class. Dec., at ¶ 44. Defendants do not oppose payment of $5,000.00 to Plaintiffs Koon and 24 Ross as a reasonable service award. Dec., at ¶ 45. Indeed, the proposed service awards are reasonable in light of the payments approved in similar cases cited above. 25 f. The Requested Attorneys’ Fees and Costs Are Reasonable 26 The proposed settlement includes a payment to Class Counsel in the amount of 27 $75,000.00 for attorneys’ fees and costs incurred representing Plaintiffs and the Class 28 12 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 16 of 21 1 Members ("Attorneys’ Fees and Costs Award"). Dec., at ¶ 46. $75,000 is reasonable 2 considering the successful outcome, the time spent and the costs Class Counsel incurred 3 enforcing overtime rights against a well-resourced Defendant that hired skilled attorneys to 4 mount a capable defense. Id. None of the $75,000 will come from the agreed upon 5 $169,899.35 to be paid to the Class Members. Dec., at ¶ 47. Class Counsel secured 100% 6 recovery plus liquidated damages (double damages) under the FLSA, including a third year of liability, which would have require a showing of willfulness if litigated. And, Class Counsel 7 secured a portion of the treble damages available under Arizona’s Wage Act. Dec., at ¶ 48. 8 Further, Defendant agrees to now comply with the law. 9 As of the present, Class Counsel invested approximately 446 hours in this action, 10 for a raw lodestar of about $295,000. Dec., at ¶ 49. Counsel have also advanced $3,075.66 in 11 out-of-pocket litigation expenses. Dec., at ¶ 50. A $75,000.00 payment for Class Counsel’s 12 fees and costs is reasonable under the law and the particular facts of this case, and promotes 13 the Congressional mandate of permitting attorneys to effectively enforce the FLSA. Dec., at ¶ 14 51. Indeed, without enforcement of the FLSA’s fee-shifting provisions in cases like this, well-15 resourced defendants can prevent workers from retaining effective counsel simply by waging 16 costly wars of attrition. Dec., at ¶ 52. 17 i. Overview of Class Counsels’ work on the case 18 Class Counsel performed extensive work to secure this Settlement. Dec., at ¶ 53. Class 19 Counsel initially vetted the claims of Plaintiffs Koon and Ross by researching OneAZ and its 20 operations, as well as the case law concerning potential claims and prior litigation against 21 OneAZ. Id. Counsel spent significant time drafting a detailed class and collective action 22 Complaint. Id. The drafting process was time-consuming and meticulous, as it required 23 follow-up interviews with Plaintiffs Koon and Ross, legal research and analysis, and factual 24 investigation, along with multiple phases of drafting and revising to prepare a quality pleading. Id. 25 Class Counsel also spent a significant amount of time on informal discovery. On 26 January 19, 2017, Defendant provided Class Counsel with spreadsheets containing payroll 27 28 13 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 17 of 21 1 data. Dec., at ¶ 54. Class Counsel did extensive analysis of the data to determine how much 2 unpaid overtime was owing to the Class Members. Further, the Parties participated in a FRCP 3 Rule 26(f) conference on January 26, 2017, in preparation for which Class Counsel did a 4 significant amount of work. Id. Following the Rule 26(f) conference, on February 8, 2017, the 5 Parties filed their Joint Scheduling and Planning Conference Report. Id. Class Counsel then 6 began to prepare for discovery. Id. They prepared initial disclosures, and served those on February 20, 2017. Id. 7 Class Counsel then prepared for a settlement conference on April 20, 2017, requiring 8 Class Counsel to draft a Settlement Conference Memorandum, travel to and participate in the 9 conference. Dec., at ¶ 55. Not having reached a complete settlement of all issues at the 10 conference, the Parties continued negotiations, eventually reaching the terms proposed here. 11 Dec., at ¶ 56. Class Counsel also drafted the preliminary and final approval papers and 12 supporting documents. Dec., at ¶ 57. 13 ii. Plaintiffs are entitled to attorneys’ fees under the FLSA 14 because they are a prevailing party under Section 216(b) 15 The FLSA provides that courts "shall, in addition to any judgment awarded to plaintiff 16 or plaintiffs, allow a reasonable attorney’s fee to be paid by the defendant, and costs of the action." 29 U.S.C. § 216(b). "[A] prevailing plaintiff [under statutes with fee-shifting 17 provisions] should ordinarily recover an attorney’s fee unless special circumstances would 18 render such an award unjust." Hensley v. Eckerhart, 461 U.S. 424, 429 (1983) (internal 19 quotations and citations omitted.) A prevailing party is one who secures a "judicially 20 sanctioned change in the legal relationship of the parties." Buckhannon Bd. & Care Home, 21 Inc. v. West Va. Dep’t of Health & Human Resources, 532 U.S. 598, 605 (2001). The Supreme 22 Court has held that: "[t]he fact that [the plaintiff] prevailed through a settlement rather than 23 through litigation does not weaken [the plaintiff’s] claim to fees." Maher v. Gagne, 448 U.S. 24 122, 129 (1980). Here, if the Court grants final approval of the settlement, Plaintiffs will have 25 secured a judicially-sanctioned change in the parties’ legal relationship that achieves a 26 substantial benefit for the collective. The settlement is more than sufficient to grant Plaintiffs 27 28 14 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 18 of 21 1 prevailing party status. Thus, an award of Class Counsel’s reasonable attorneys’ fees and 2 costs under Section 216(b) is warranted. 3 iii. The Parties agreed upon a reasonable amount of attorneys’ fees 4 Under a fee-shifting statute, such as the FLSA, the court "must calculate awards for 5 attorneys’ fees using the'lodestar’ method," which involves multiplying the number of hours 6 the prevailing party reasonably expended on the litigation by a reasonable hourly rate. Staton, 7 327 F.3d at 965; Pennsylvania v. Del. Valley Citizens’ Council for Clean Air, 478 U.S. 546, 8 565 (1986). The Supreme Court has affirmed the primacy of the lodestar method of computing 9 fees. Perdue v. Kenny A., 559 U.S. 542 (2010). There is a "strong presumption" in favor of 10 awarding the lodestar. See City of Burlington v. Dague, 505 U.S. 557, 562 (1992); Del. Valley, 11 478 U.S. at 565. The agreed upon amount of $75,000.00 is reasonable in light of Class 12 Counsel’s current lodestar of over $295,000.00 based upon 446.3 hours billed and costs of 13 $3,075.66. iv. Counsel devoted time to this case that could have otherwise 14 been devoted elsewhere 15 As discussed above, Class Counsel spent time developing and prosecuting this case, 16 which could have been devoted to furthering other cases. 17 v. Class Counsel accepted this case on a contingency fee basis 18 Class Counsel accepted this case on a contingent fee basis, even though the risks 19 involved were substantial. Dec., at ¶ 58. There was no guarantee that this case would end 20 favorably for Plaintiffs when Class Counsel agreed to represent Plaintiffs. Id. vi. Class Counsel has substantial experience as class and 21 collective action litigators 22 Class Counsel are highly-regarded members of the wage-and-hour and employment 23 bar, with extensive experience in class and collective action litigation, including in unpaid 24 overtime cases such as this one. Dec., at ¶ 59. Their experience, expertise, and reputation are 25 detailed in their accompanying declaration. 26 27 28 15 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 19 of 21 vii. Class Counsel achieved an excellent recovery in spite of 1 significant litigation risk 2 The settlement will bring substantial relief the Class Members, amounting to 100% of 3 their damages under the FLSA, as well as liquidated and treble damages. Dec., at ¶ 60. The 4 parties agreed to a three-year limitations period (rather than two), which makes this a 5 particularly strong result. Dec., at ¶ 61. Further, the statute of limitations is tolled for each 6 individual opt-in Plaintiff only when he or she filed a consent to join (not when the original 7 complaint is filed). 29 U.S.C. § 256. Therefore, Plaintiffs may not have been able to recover 8 for numerous claims accrued during the settlement class period (but which did not accrue 9 during the limitations period), even if they had prevailed on the merits at trial. Dec., at ¶ 62. 10 g. The Notice and Claims Process Was Reasonable The Court’s July 10, 2017 Order Preliminarily Approving Settlement [ECF 39] ruled 11 that the Notice Packet and the related notification procedure constituted the best practicable 12 notice under the circumstances and were in full compliance with the applicable laws and 13 requirements of due process. The Notice Packet was mailed to the Settlement Class in 14 accordance with the terms of the settlement. Dec., at ¶ 63. Class notice was mailed directly to 15 each Class Member on July 24, 2017. Id. 16 The Class Notice clearly explained the procedures and deadlines for requesting 17 exclusion from the settlement, objecting to the estimated award, the consequences of taking or 18 foregoing the various options available to Class Members, and the date, time and place of the 19 final settlement approval hearing. The proposed Class Notice also set forth the amount of 20 attorneys’ fees and costs sought by Plaintiffs, as well as an explanation of the procedure by 21 which Class Counsel will apply for them. In addition, the Class Notice explained that Class 22 Members have the opportunity to object to Class Counsel’s request for attorneys’ fees and 23 costs. The Class Notice clearly stated that the settlement does not constitute an admission of 24 liability by Defendant. It made clear that the final settlement approval decision has yet to be 25 made. Finally, the Class Notice listed the amount of each Class Members Settlement Award, 26 including the amount of the award that has previously been paid. Dec., at ¶ 64. 27 28 16 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 20 of 21 1 The Notice Packets for two Class Members were returned as undeliverable; Defense 2 Counsel is currently taking steps to locate a valid current address for these Class Members. 3 Dec., at ¶ 65. 4 Class Members had 30 days from mailing of the Class Notice to opt-out, object to the 5 Settlement, or dispute the information shown on the Notice. Dec., at ¶ 66. The opt-out and 6 objection deadline was September 25, 2017. No class members have opted out or objected to the proposed settlement. Dec., at ¶ 66. 7 8 IV. CONCLUSION 9 For the foregoing reasons, Plaintiffs respectfully request that this Court grant final 10 approval of the settlement and certification of the Settlement Class, approve the requests for service awards and attorneys’ fees and costs, and adopt the schedule for implementation of the 11 settlement specified in the Settlement Agreement and the Order Preliminarily Approving 12 Settlement, Certifying Settlement Class, and Establishing Notice Procedures [ECF 39]. 13 14 Dated: September 27, 2017 Respectfully Submitted, 15 16/s/Carolyn H. Cottrell 17 Carolyn H. Cottrell Admitted Pro Hac Vice Jeffery R. Finley, AZ Bar No. 009683 18 SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 19 20 Stephen F. Banta ANDERSON BANTA CLARKSON PLLC 21 48 North MacDonald Mesa, Arizona 85201 22 Telephone: (480) 707-2835 23 Facsimile: (480) 522-3649 sbanta@abclawgroup.com 24 Attorneys for Plaintiffs and the Settlement Class 25 26 27 28 17 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41 Filed 09/27/17 Page 21 of 21 1 CERTIFICATE OF SERVICE 2 I hereby certify that, on September 27, 2017, I electronically transmitted the attached 3 document to the Clerk’s Office using the CM/ECF System for filing and transmittal of a 4 Notice of Electronic Filing to the following CM/ECF registrants: 5 Joshua R. Woodard 6 Jennifer R. Yee One Arizona Center 7 400 E. Van Buren, Suite 1900 8 Phoenix, Arizona 85004-2202 9 Attorneys for Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union 10 11/s/Carolyn H. Cottrell Carolyn H. Cottrell 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS

Declaration of Carolyn Hunt Cottrell

Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 1 of 18 1 Jeffery R. Finley, AZ Bar No. 009683 SCHNEIDER WALLACE COTTRELL 2 KONECKY WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 3 Scottsdale, Arizona 85253 4 Telephone: (480) 428-0143 Facsimile: (866) 505-8036 5 jfinley@schneiderwallace.com 6 Carolyn H. Cottrell Admitted Pro Hac Vice SCHNEIDER WALLACE COTTRELL 7 KONECKY WOTKYNS LLP 2000 Powell Street, Suite 1400 8 San Francisco, California 94608 9 Telephone: (415) 421-7100 Facsimile: (415) 421-7105 10 ccottrell@schneiderwallace.com 11 Attorneys for Plaintiffs and the Settlement Class 12 13 IN THE UNITED STATES DISTRICT COURT 14 FOR THE DISTRICT OF ARIZONA 15 16 THOMAS H. KOON and STEVEN J. ROSS, Case No. 2:16-cv-03939-JWS on behalf of themselves and all others similarly 17 situated, DECLARATION OF CAROLYN 18 HUNT COTTRELL IN SUPPORT OF Plaintiffs, PLAINTIFFS’ UNOPPOSED 19 vs. MOTION FOR FINAL APPROVAL 20 OF SETTLEMENT, ONEAZ CREDIT UNION, F/K/A ARIZONA CERTIFICATION OF SETTLEMENT STATE CREDIT UNION, a state-chartered 21 credit union, CLASS, SERVICE AWARDS, AND ATTORNEYS’ FEES AND COSTS 22 Defendants. 23 Date: October 17, 2017 Time: 9:30 a.m. 24 Judge: Hon. John W. Sedwick 25 26 27 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED 28 MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 2 of 18 1 DECLARATION OF CAROLYN HUNT COTTRELL 2 I, Carolyn Hunt Cottrell, declare: 3 1. I have personal knowledge of the facts set forth in this Declaration and, if 4 called upon as a witness, I could and would testify competently as to these facts. 5 2. This declaration is made in support of Plaintiffs’ Unopposed Motion for 6 Final Approval of Settlement, Certification of Settlement Class, Service Awards, and 7 Attorneys’ Fees and Costs. 8 QUALIFICATIONS, EXPERIENCE, AND EXPERTISE 9 3. I am an attorney duly licensed to practice law in the State of California (No. 10 166977). I am a member in good standing of the State Bar of California, I am admitted to 11 the United States District Courts for the Northern, Eastern, Central, and Southern Districts 12 of California. I am admitted to the Ninth Circuit Court of Appeals, and I am a member of 13 the Bar of the United States Supreme Court. 14 4. I am a partner at Schneider Wallace Cottrell Konecky Wotkyns LLP 15 ("SWCKW"). SWCKW specializes in class action litigation in state and federal court. 16 5. SWCKW is regarded as one of the leading private plaintiff’s firms in wage 17 and hour class actions and employment class actions. 18 6. SWCKW has acted or is acting as class counsel in numerous cases. A 19 partial list of cases which have been certified and/or settled as class actions includes: 20 Guilbaud, et al. v. Sprint Nextel Corp. et al., (Case No. 3:13-cv-04357-VC) (Northern 21 District of California) (final approval of class and collective action settlement for failure 22 to compensate for all hours worked, including overtime, under federal and California law, 23 failure to provide meal and rest breaks, failure to reimburse for necessary business 24 uniforms, failure to pay full wages upon termination to, and failure to provide accurate 25 itemized wage statements); Holmes, et al v. Xpress Global Systems, Inc., (Case No. 34-26 2015-00180822 (Sacramento Superior Court) (final approval of class action settlement for 27 failure to provide meal and rest breaks and failure to provide accurate itemized wage 28 1 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 3 of 18 1 statements); Jeter-Polk, et al. v. Casual Male Store, LLC, et al., (Case No. 5:14-CV-2 00891) (Central District of California) (final approval of class action settlement for failure 3 to provide meal and rest periods, failure to compensate for all hours worked, failure to pay 4 overtime wages, unpaid wages and waiting time penalties, and failure to provide itemized 5 wage statements); Meza, et al. v. S.S. Skikos, Inc., et al., (Case No. 15-cv-01889-TEH) 6 (Northern District of California) (final approval of class and collective action settlement 7 for failure to compensate for all hours worked, including overtime, under federal and 8 California law, failure to provide meal and rest breaks, failure to reimburse for necessary 9 business uniforms, failure to pay full wages upon termination to, and failure to provide 10 accurate itemized wage statements); Molina, et al. v. Railworks Track Systems, Inc., (Case 11 No. BCV-15-10135) (Kern County Superior Court) (final approval of class action 12 settlement for failure to provide meal and rest breaks, unpaid wages, unpaid overtime, off-13 the-clocker work, failure to pay full wages upon termination to, and failure to provide 14 accurate itemized wage statements); Allen, et al. v. County of Monterey, et al., (Case No. 15 5:13-cv-01659) (Northern District of California) (settlement between FLSA Plaintiffs and 16 Defendant to provide relief to affected employees); Barrera v. Radix Cable Holdings, 17 Inc., et al., (Case No. CIV 1100505) (Marin County Superior Court) (final approval of 18 class action settlement for failure to provide meal and rest breaks to, off-the-clock work 19 by, failure to provide overtime compensation to, failure to reimburse business 20 expenditures to, failure to pay full wages upon termination to, and failure to provide 21 accurate itemized wage statements to retention specialists working for cable companies); 22 Glass Dimensions, Inc., et al. v. State Street Corp. et al., (Case No. 1:10-cv-10588) 23 (District of Massachusetts) (final approval of class action settlement for claims of breach 24 of fiduciary duty and self-dealing in violation of ERISA); Friend, et al. v. The Hertz 25 Corporation, (Case No. 3:07-052222) (Northern District of California) (settlement of 26 claims that rental car company misclassified non-exempt employees, failed to pay wages, 27 failed to pay premium pay, and failed to provide meal periods and rest periods); Hollands 28 2 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 4 of 18 1 v. Lincare, Inc., et al., (Case No. CGC-07-465052) (San Francisco County Superior 2 Court) (final approval of class action settlement for overtime pay, off-the-clock work, 3 unreimbursed expenses, and other wage and hour claims on behalf of a class of center 4 managers); Jantz, et al. v. Colvin, (Case No. 531-2006-00276X) (In the Equal 5 Employment Opportunity Commission Baltimore Field Office) (final approval of class 6 action settlement for the denial of promotions based on targeted disabilities); Shemaria v. 7 County of Marin, (Case No. CV 082718) (Marin County Superior Court) (final approval 8 of class action settlement on behalf of a class of individuals with mobility disabilities 9 denied access to various facilities owned, operated, and/or maintained by the County of 10 Marin); Perez, et al. v. First American Title Ins. Co., (Case No. 2:08-cv-01184) (District 11 of Arizona) (final approval of class action settlement in action challenging unfair 12 discrimination by title insurance company); Perez v. Rue21, Inc., et al., (Case No. 13 CISCV167815) (Santa Cruz County Superior Court) (final approval of class action 14 settlement for failure to provide meal and rest breaks to, and for off-the-clock work 15 performed by, a class of retail employees); Sosa, et al. v. Dreyer’s Grand Ice Cream, Inc., 16 et al., (Case No. RG 08424366) (Alameda County Superior Court) (final approval of class 17 action settlement for failure to provide meal and rest breaks to, and for off-the-clock work 18 performed by, a class of ice cream manufacturing employees); Villalpando v. Exel Direct 19 Inc., et al. (Case Nos. 3:12-cv-04137 and 4:13-cv-03091) (Northern District of California) 20 (certified class action on behalf of delivery drivers allegedly misclassified as independent 21 contractors); Choul, et al. v. Nebraska Beef, Ltd. (Case Nos. 8:08-cv-90, 8:08-cv-99) 22 (District of Nebraska) (final approval of class action settlement for off-the-clock work by, 23 and failure to provide overtime compensation to, production-line employees of meat-24 packing plant); Morales v. Farmland Foods, Inc. (Case No. 8:08-cv-504) (District of 25 Nebraska) (FLSA certification for off-the-clock work by, and failure to provide overtime 26 compensation to, production-line employees of meat-packing plant); Barlow, et al. v. PRN 27 Ambulance Inc. (Case No. BC396728) (Los Angeles County Superior Court) (final 28 3 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 5 of 18 1 approval of class action settlement for failure to provide meal and rest breaks to and for 2 off-the-clock work by certified emergency medical technicians); Espinosa, et al. v. 3 National Beef, et al. (Case No. ECU0467) (Imperial Superior Court) (final approval of 4 class action settlement for off-the-clock work by, and failure to provide overtime 5 compensation to, production-line employees of meat-packing plant); Wolfe, et al. v. 6 California Check Cashing Stores, LLC, et al. (Case Nos. CGC-08-479518 and CGC-09-7 489635) (San Francisco Superior Court) (final approval of class action settlement for 8 failure to provide meal and rest breaks to, and for off-the-clock work by, employees at 9 check cashing stores); Carlson v. eHarmony (Case No. BC371958) (Los Angeles County 10 Superior Court) (final approval of class action settlement on behalf of gays and lesbians 11 who were denied use of eHarmony); Salcido v. Cargill (Case Nos. 1:07-CV-01347-LJO-12 GSA,1:08-CV-00605-LJO-GSA) (Eastern District of California) (final approval of class 13 action settlement for off-the-clock work by production-line employees of meat-packing 14 plant); Elkin v. Six Flags (Case No. BC342633) (Los Angeles County Superior Court) 15 (final approval of class action settlement for missed meal and rest periods on behalf of 16 hourly workers at Six Flags amusement parks); Jimenez v. Perot Systems Corp. (Case No. 17 RG07335321) (Alameda County Superior Court) (final approval of class action settlement 18 for misclassification of hospital clerical workers); Chau v. CVS RX Services, Inc. (Case 19 No. BC349224) (Los Angeles County Superior Court) (final approval of class action 20 settlement for failure to pay overtime to CVS pharmacists); Reed v. CALSTAR (Case No. 21 RG04155105) (Alameda County Superior Court) (certified class action on behalf of flight 22 nurses); National Federation of the Blind v. Target (Case No. C 06-01802 MHP) (N.D. 23 Cal.) (certified class action on behalf of all legally blind individuals in the United States 24 who have tried to access Target.com); Bates v. United Parcel Service, Inc. (2004 WL 25 2370633) (N.D. Cal.) (certified national class action on behalf of deaf employees of UPS); 26 Satchell v. FedEx Express, Inc. (Case No. 03-02659 SI) (N.D. Cal.) (certified regional 27 class action alleging widespread discrimination within FedEx); Siddiqi v. Regents of the 28 4 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 6 of 18 1 University of California (Case No. C-99-0790 SI) (N.D. Cal.) (certified class action in 2 favor of deaf plaintiffs alleging disability access violations at the University of 3 California); Lopez v. San Francisco Unified School District (Case No. C-99-03260 SI) 4 (N.D. Cal.) (certified class action in favor of plaintiffs in class action against school 5 district for widespread disability access violations); Campos v. San Francisco State 6 University (Case No. C-97-02326 MCC) (N.D. Cal.) (certified class action in favor of 7 disabled plaintiffs for widespread disability access violations); Singleton v. Regents of the 8 University of California (Case No. 807233-1) (Alameda County Superior Court) (class 9 settlement for women alleging gender discrimination at Lawrence Livermore National 10 Laboratory); McMaster v. BCI Coca-Cola Bottling Co. (Case No. RG04173735) 11 (Alameda County Superior Court) (final approval of class action settlement for drive-time 12 required of Coca-Cola account managers); Portugal v. Macy’s West, Inc. (Case No. 13 BC324247) (Los Angeles County Superior Court) (California statewide wage and hour 14 "misclassification" class action resulting in a class-wide $3.25 million settlement); 15 Taormina v. Siebel Systems, Inc. (Case No. RG05219031) (Alameda County Superior 16 Court) (final approval of class action settlement for misclassification of Siebel’s inside 17 sales employees); Joseph v. The Limited, Inc. (Case No. CGC-04-437118) (San Francisco 18 County Superior Court) (final approval of class action settlement for failure to provide 19 meal and rest periods to employees of The Limited stores); Rios v. Siemens Corp. (Case 20 No. C05-04697 PJH) (N.D. Cal.) (final approval of class action settlement for failure to 21 pay accrued vacation pay upon end of employment); DeSoto v. Sears, Roebuck & Co. 22 (Case No. RG0309669) (Alameda County Superior Court) and Lenahan v. Sears, Roebuck 23 & Co. (Case No. 3-02-CV-000045 (SRC) (TJB)) (final approval of class action settlement 24 for failure to pay Sears drivers for all hours worked); among many others. 25 7. I have been a member of this firm since 1996. Nearly my entire legal career 26 has been devoted to advocating for the rights of individuals who have been subjected to 27 illegal pay policies, discrimination, harassment and retaliation and representing employees 28 5 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 7 of 18 1 in wage and hour and discrimination class actions. I have litigated hundreds of wage and 2 hour, employment discrimination and civil-rights actions, and I manage many of the 3 firm’s current cases in these areas. I am a member of the State Bar of California, and have 4 had memberships with Public Justice, the National Employment Lawyers Association, the 5 California Employment Lawyers Association and the Consumer Attorneys of California. 6 I served on the Board of Directors for the San Francisco Trial Lawyers Association and 7 co-chaired its Women’s Caucus. I was named one of the "Top Women Litigators for 8 2010" by the Daily Journal. In 2012 I was nominated for Woman Trial Lawyer of the 9 Year by the Consumer Attorneys of California. I earned my Bachelor’s degree from the 10 University of California, and I am a graduate of the University of the Pacific, McGeorge 11 School of Law. 12 THE SETTLEMENT 13 8. The proposed settlement here satisfies the criteria for final settlement 14 approval and is reasonable. 15 9. Defendant is an Arizona financial cooperative. I am informed that OneAZ 16 operates solely in Arizona and provides financial services to over 130,000 members. 17 10. Plaintiffs and Class Members are current and former Mortgage Loan 18 Officers ("MLOs") employed by Defendant. Plaintiffs’ and Class Members’ shared job 19 duties include: originating loan applications; pulling credit reports and determining which 20 loan programs applicants qualify for. I am informed that Plaintiffs and Class Members 21 are full-time employees, who work at least forty hours per week, and typically work eight 22 to eleven hours per day on weekdays, equating to approximately one to ten hours of 23 overtime per week on average. Defendant classifies Plaintiffs and Class Members as non-24 exempt under the FLSA and Arizona law, and pays Plaintiff and Class Members an hourly 25 rate of $17.00 to $18.00 per hour. In addition, Defendant pays Plaintiffs and Class 26 Members commissions that comprise a significant portion of their total monthly earnings, 27 often exceeding their hourly income by multiples of two or three. 28 6 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 8 of 18 1 11. Plaintiffs allege three causes of action under the federal Fair Labor 2 Standards Act (29 U.S.C. §§ 201, et seq.), the Arizona Wage Act (A.R.S. §§ 23-350, et 3 seq.), and common law unjust enrichment. Plaintiffs assert the FLSA claim on behalf of 4 themselves and the Collective based upon OneAZ’s failure to pay employees overtime at 5 the statutory rate, and failure to keep the required, accurate records of all hours worked. 6 Plaintiffs assert the second claim under the Arizona Wage Act on behalf of themselves 7 and the Arizona Class based upon OneAZ’s failure to include commission earnings in the 8 calculation of overtime compensation. OneAZ also failed to timely pay all overtime 9 wages when due and failed to timely pay all overtime wages to Plaintiffs and Class 10 Members who were discharged from or quit their employment with Defendant during the 11 statutory period. Plaintiffs allege on behalf of themselves and the Arizona Class that 12 OneAZ’s was unjustly enriched. 13 12. Pursuant to Rule 23 of the Federal Rules of Civil Procedure ("FRCP"), 14 Plaintiffs seek to represent the following Class: 15 Current and former MLOs employed by Defendant in Arizona for any 16 period of time between November 14, 2013 and November 14, 2016 who received incentive compensation from Defendant, whose names are the 17 following: Adams, Jake D.; Allabastro, Warren; Allen, Marie; Al-Rifai, 18 Melissa; Bemisdarfer, Dorothy; Burnam, Vikki; Burris, Sarah; Campbell, Brian; Chittenden, Andrew; Crawford, Erika; Dawson, Kimberly; Eastlack, 19 Melody; Espinoza, Stephanie; Funk, Audra; Geiger, Sarah; Gonzales, Rudy; Grimes, Janine; Halopoff, Peter; Jester, Michael; Koon, Tom; 20 Lizarraga, Daniel J.; Lobur, Tamella; Lopez, Javiel; Mitchell, Maret; 21 Pilgrim, Tami; Raso, Eric; Robel, Morgan; Rodriguez, Daniel; Ross, Steven; Rush, David; Sandoval, Jorge; Schlieper, Bryan; Schmidt, Brian; 22 Slater, Paul; Stewart, Adam; Sullivan, Nancy; Talpa, Florentina; Taylor, 23 Tina; Teeples, Cody D.; Wilmarth, Holly Jean; Zarate, Diana; Zink, Heather. ("The Class"). 24 13. The Parties have engaged in limited, informal discovery. 25 14. On January 19, 2017, Defendant provided Class Counsel with spreadsheets 26 containing information for 40 Class Members for each bi-weekly pay period from 27 November 2013 to November 2016, including regular hours worked, overtime hours 28 7 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 9 of 18 1 worked, regular earnings paid, overtime earning paid and commissions earned on a 2 monthly basis by all Class Members. 3 15. The Parties participated in a settlement conference before United States 4 Magistrate Judge Michelle Burns on April 20, 2017 and have now reached a negotiated 5 settlement, conditioned upon the Court’s approval. 6 16. Settlement negotiations were based on the limited, informal discovery 7 received from OneAZ, consisting of the spreadsheets produced on January 19, 2017, 8 detailing the payroll information for 40 Class Members. Class Counsel did an extensive 9 analysis of this data to determine the amount of unpaid overtime owing to Class Members. 10 The Parties and Counsel agree that the formula used to re-calculate overtime payments in 11 the spreadsheets is correct; that 29 C.F.R. § 778.120 is the applicable regulation; and 12 Defendant’s calculations are compliant with the regulation. The Parties did not resolve all 13 issues at the conference, but continued negotiations until reaching the settlement presented 14 today. The Settlement Agreement and Release ("Settlement Agreement") was fully-15 executed on June 14, 2017. 16 17. OneAZ agrees to pay the total amount of overtime due to the Class 17 Members, plus liquidated damages and other penalties, to settle all claims. By way of the 18 Settlement Agreement, Defendant agreed to make these previously calculated payments to 19 Class Members and has already begun doing so. 20 18. The total damages for overtime are $149,899.35.1 21 19. Defendants also agree to pay an additional $20,000 in liquidated and treble 22 damages and interest. 23 20. The Parties and their Counsel agree that the following formula used to re-24 calculate overtime payments is correct pursuant to 29 C.F.R. § 778.120, and that 25 Defendant’s calculations are compliant therewith: 26 27 1 28 I am informed that all but $43,113.83 of this amount has already been paid. 8 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 10 of 18 1  Monthly incentive divided by 4.3 (number of weeks in a month) = Weekly 2 Incentive. 3  Weekly Incentive x 2 (weeks per pay period) = Bi-Weekly Incentive. 4  Bi-Weekly Incentive divided by total hours worked during the applicable 2-week 5 pay period (including both regular and overtime hours) = Additional Amount Per 6 Hour Earned Relating to the Incentive Payment. 7  Additional Amount Per Hour Earned Relating to the Incentive Payment divided by 8 2 (to determine the overtime premium) = Overtime Premium. 9  Overtime Premium x Overtime Hours During the Applicable Pay Period = 10 Overtime Amounts on Incentive Payment for the Applicable Pay Period. 11 21. Using this formula, Class Members will receive the additional overtime due 12 them. 13 22. Further, an additional $20,000 in liquidated and treble damages and interest 14 will be allocated based upon the number of weeks each Class Member worked during the 15 class period. 16 23. The settlement releases the claims of each Class Member who has not opted 17 out of the proposed settlement and which claims were or could have been asserted in the 18 lawsuit for violation of the FLSA and the Arizona Wage Act. The claims released are: 19 "all claims, demands, rights, liabilities and causes of action that were or could have been 20 asserted (whether in tort, contract, or otherwise) for violation of the Arizona Wage Act, 21 A.R.S. §§ 23-350, et seq. and related common law, including but not limited to unjust 22 enrichment, as well as for violation of the FLSA, or any similar state or federal law, 23 whether for unpaid wages, economic damages, non-economic damages, liquidated 24 damages, punitive damages, restitution, penalties, other monies, or other relief arising out 25 of, relating to, or in connection with any facts and/or claims pled in the Complaint, which 26 are or could be the basis of claims that Defendant failed to provide all overtime wages due 27 at any time during the Class Period." 28 9 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 11 of 18 1 24. Due to the small class size, the Parties will not use a settlement 2 administrator. Instead, Defense Counsel will administer the settlement with oversight 3 from Class Counsel. Defense Counsel has mailed the Court-approved notice to the Class. 4 25. Defense Counsel has also calculated Individual Settlement Payments, 5 calculated payroll taxes, and will manage disbursements to the Class Members. Defense 6 Counsel has completed skip traces or other address searches for Class Members whose 7 notices were returned as undeliverable. Defense Counsel will update Class Members 8 addresses as needed. 9 26. The proposed settlement is a non-reversionary settlement. Any settlement 10 funds that are unclaimed by the Class Members after the expiration of the check-cashing 11 deadline will be distributed to the Class Members who cashed checks or to cy pres 12 beneficiaries at Class Counsel’s discretion. 13 27. The proposed settlement provides for service awards in the amount of 14 $5,000.00 each to Named Plaintiffs Thomas Koon and Steven Ross. The service awards 15 will be paid to Koon and Ross in addition to the overtime damages that they receive as a 16 Class Member. If the service awards are not approved by the Court, the service award 17 amount will be added to the Additional Overtime True-Up Payment. 18 28. The Parties have agreed to a payment of $75,000.00 to Schneider Wallace 19 Cottrell Konecky Wotkyns LLP for attorneys’ fees and costs incurred in litigating this 20 lawsuit on behalf of the Plaintiffs and the Settlement Class. 21 FINAL APPROVAL OF THE SETTLEMENT AS TO THE CLASS 22 29. This class action settlement satisfies the requirements of Rule 23(a) and (b), 23 and it is fair, reasonable, and adequate in accordance with Rule 23(e)(2). 24 30. The Class here includes 42 members, both current and former employees, 25 which is large enough that joinder would be impracticable. 26 31. Common questions of law and fact predominate as alleged in the Complaint. 27 The following questions are common to all Class Members: whether the work performed 28 10 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 12 of 18 1 by Plaintiffs and the Class is the type of work Defendant employed them to perform; 2 whether Defendant maintains a common policy and practice of failing to pay Plaintiffs 3 and the Class all overtime compensation due; whether Defendant fully compensated 4 Plaintiffs and the Class for all of the overtime work performed for Defendant; whether 5 Defendant violated A.R.S. §§ 23-350, et seq., through its policy and practice of not paying 6 employees overtime calculated on commissions; and whether Defendant was unjustly 7 enriched by its failure to pay Plaintiffs and the Class for all hours worked. 8 32. Because these questions can be resolved at the same juncture, the 9 commonality requirement is satisfied. 10 33. Plaintiffs’ claims are typical of those of other non-exempt MLOs. 11 34. A review of payroll data confirms that MLOs who worked for Defendant 12 were subjected to the same illegal policies and practices as Plaintiffs. 13 35. Plaintiffs’ claims are not antagonistic to those of the Class Members. There 14 is no conflict between Plaintiffs and the Class in this case; Plaintiffs’ claims are in line 15 with the claims of the Class. Plaintiffs have prosecuted this case with the interests of the 16 Class in mind. Moreover, Class Counsel has extensive experience in class action and 17 employment litigation, including wage and hour class actions, and do not have any 18 conflict with the class. 19 36. Plaintiffs contend that the common questions raised in this action 20 predominate over any individualized questions concerning the Class. 21 37. The Class is entirely cohesive because resolution of Plaintiffs’ claims all 22 hinge on the uniform overtime pay policies and practices of OneAZ, rather than any 23 individualized treatment the Class members. As a result, the resolution of the alleged 24 class claims will be resolved through the use of common forms of proof, such as OneAZ’s 25 uniform policies, and will not require inquiries specific to individual class members. 26 38. Plaintiffs contend that the class action mechanism is a superior method of 27 adjudication here compared to numerous individual suits. Class Members do not have a 28 11 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 13 of 18 1 strong interest in controlling their individual claims. If the Class Members proceeded as 2 individuals, their individual suits would require duplicative discovery and litigation. In 3 contrast, the class mechanism will efficiently resolve numerous identical claims while 4 preserving judicial resources and eliminating possibly conflicting decisions from 5 repetitious litigation. 6 THE SETTLEMENT IS FAIR, REASONABLE, AND ADEQUATE 7 39. A review of the Settlement Agreement reveals the fairness, reasonableness, 8 and adequacy of its terms. The Gross Settlement Amount of $169,899.35, will result in 9 fair and just relief to the approximately 40 Class Members. The result is well within the 10 reasonable standard when considering the difficulty, costs, and risks presented by 11 pursuing further litigation. Furthermore, the final settlement amount takes into account 12 the substantial risks inherent in any class action wage-and hour case. Defendant has 13 agreed to pay 100% of the potential damages in addition to liquidated damages, some 14 treble damages and interest. This includes a third year of damages, which, to recover, 15 would require Plaintiffs to prove that the violations were willful. 16 40. The Parties engaged in an extensive informal information exchange and 17 discovery to enable both sides to assess the claims and potential defenses in this action. 18 Through this informal cooperation, the Parties were able to accurately assess the legal and 19 factual issues that would arise if the case proceeded to trial. In addition, in reaching this 20 settlement, Class Counsel relied on their substantial litigation experience in similar wage 21 and hour class and collective actions. Class Counsel’s liability and damages evaluation 22 was premised on a careful and extensive analysis of the effects of Defendant’s 23 compensation policies and practices on Class Members’ pay. Ultimately, facilitated by an 24 experienced settlement judge, Magistrate Judge Michelle Burns, the Parties used this 25 information and discovery to fairly resolve the litigation. 26 27 28 12 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 14 of 18 1 41. Resolving this case by means of an early settlement will yield a prompt, 2 certain, and complete recovery for the Class Members, plus liquidated damages and more 3 – a result beneficial to the Class Members and the court system. 4 42. The settlement was a product of non-collusive, arm’s-length negotiations. 5 43. Class Counsel, who have extensive experience litigating class and collective 6 wage and hour claims, having been qualified as counsel in numerous actions, support the 7 settlement. 8 PLAINTIFFS’ SERVICE AWARDS 9 44. The enhancement payments of $5,000.00 to Named Plaintiff Thomas Koon 10 and Named Plaintiff Stephen Ross are intended to compensate Plaintiffs for the critical 11 roles they played in this case, and the time, effort, and risks undertaken in helping secure 12 the result obtained on behalf of the Class. In agreeing to serve as Class Representatives, 13 Plaintiffs formally agreed to accept the responsibilities of representing the interests of all 14 Class Members. The Class Representatives were always available to consult with, and 15 regularly did consult with, counsel both in person and via telephone. The Class 16 Representatives were also actively involved in discussions regarding the resolution of this 17 matter and approved the settlement terms on behalf of themselves and the Class Members. 18 45. Defendant does not oppose the payments per Plaintiff as reasonable service 19 awards. Moreover, the service awards are fair when compared to the payments approved 20 in similar cases. 21 REASONABLE OF ATTORNEYS’ FEES AND COSTS 22 46. The proposed settlement includes a payment to Class Counsel in the amount 23 of $75,000.00 for attorneys’ fees and costs incurred representing Plaintiffs and the Class 24 Members ("Attorneys’ Fees and Costs Award."). In this case, given the results achieved, 25 the effort expended litigating the case, and the difficulties attendant to litigating this case, 26 such a fee and cost award is warranted. There was no guarantee of compensation or 27 reimbursement. Rather, counsel undertook all the risks of this litigation on a completely 28 13 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 15 of 18 1 contingent fee basis. These risks were front and center. Plaintiffs and Class Counsel 2 committed themselves to developing and pressing Plaintiffs’ legal claims to enforce the 3 employees’ rights and maximize the class recovery. 4 47. Significantly, none of the $75,000 will come from the agreed upon 5 $169,899.35 to be paid to the Class Members. Rather, it will be paid in addition to the 6 Gross Settlement amount. 7 48. Class Counsel secured 100% recovery plus liquidated damages (double 8 damages) under the FLSA, including a third year of liability, which would have require a 9 showing of willfulness if litigated. And, Class Counsel secured a portion of the treble 10 damages available under Arizona’s Wage Act plus some interest. 11 49. As of the present, Class Counsel invested approximately 446 hours in this 12 action, for a raw lodestar of approximately $295,000. 13 50. Counsel have also advanced $3,075.66 in out-of-pocket litigation expenses. 14 51. A $75,000.00 payment for Class Counsel’s fees and costs is reasonable 15 under the law and the particular facts of this case, and promotes the Congressional 16 mandate of permitting attorneys to effectively enforce the FLSA. 17 52. Without enforcement of the FLSA’s fee-shifting provisions in cases like 18 this, well-resourced defendants can prevent workers from retaining effective counsel 19 simply by waging costly wars of attrition. 20 53. Class Counsel performed extensive work to secure this settlement. 21 Specifically, Counsel initially vetted the claims of Plaintiffs Koon and Ross by 22 researching OneAZ and its operations, as well as the case law concerning potential claims 23 and prior litigation against OneAZ. Counsel spent significant time drafting a detailed 24 class and collective action Complaint. The drafting process was time-consuming and 25 meticulous, as it required follow-up interviews with Plaintiffs Koon and Ross, legal 26 research and analysis, and factual investigation, along with multiple phases of drafting and 27 revising to prepare a quality pleading. 28 14 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 16 of 18 1 54. Class Counsel also spent a significant amount of time on informal 2 discovery. On January 19, 2017, Defendant provided Class Counsel with spreadsheets 3 containing payroll data. Class Counsel did extensive analysis of the data to determine 4 how much unpaid overtime was owing to the Class Members. Further, the Parties 5 participated in a FRCP Rule 26(f) conference on January 26, 2017, in preparation for 6 which Class Counsel did a significant amount of work. Following the Rule 26(f) 7 conference, on February 8, 2017, the Parties filed their Joint Scheduling and Planning 8 Conference Report. Class Counsel then began to prepare for discovery. Class Counsel 9 prepared initial disclosures, and served those on February 20, 2017. 10 55. Class Counsel then prepared for a settlement conference on April 20, 2017, 11 requiring Class Counsel to draft a Settlement Conference Memorandum, travel to and 12 from, and participate in the conference. 13 56. Not having reached a complete settlement of all issues at the conference, the 14 Parties continued negotiations, eventually reaching the terms proposed in the Settlement 15 Agreement. 16 57. Class Counsel also drafted the preliminary and final approval motion and 17 supporting documents. 18 58. Class Counsel accepted this case on a contingent fee basis, even though the 19 risks involved were substantial. There was no guarantee that this case would end 20 favorably for Plaintiffs when Class Counsel agreed to represent Plaintiffs. 21 59. Class Counsel are highly-regarded members of the wage-and-hour and 22 employment bar, with extensive experience in class and collective action litigation, 23 including in unpaid overtime cases such as this one. 24 60. The settlement will bring substantial relief the Class Members, amounting to 25 100% of their damages under the FLSA, as well as liquidated and treble damages and 26 interest. 27 28 15 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 17 of 18 1 61. The parties agreed to a three-year limitations period (rather than two), which 2 makes this a particularly strong result. 3 62. The statute of limitations is tolled for each individual opt-in Plaintiff only 4 when he or she filed a consent to join (not when the original complaint is filed). 29 5 U.S.C. § 256. Therefore, Plaintiffs may not have been able to recover for numerous 6 claims accrued during the settlement class period (but which did not accrue during the 7 limitations period), even if they had prevailed on the merits at trial. 8 NOTICE 9 63. Pursuant to the Court’s Order, all Class Members have been identified. 10 Defendant mailed the Class Notice directly to each Class Member on July 24, 2017, in 11 accordance with the terms of the settlement.. 12 64. The Class Notice clearly explained the procedures and deadlines for 13 requesting exclusion from the settlement, objecting to the estimated award, the 14 consequences of taking or foregoing the various options available to Class Members, and 15 the date, time and place of the final settlement approval hearing. The proposed Class 16 Notice also set forth the amount of attorneys’ fees and costs sought by Plaintiffs, as well 17 as an explanation of the procedure by which Class Counsel will apply for them. In 18 addition, the Class Notice explained that Class Members have the opportunity to object to 19 Class Counsel’s motion for attorneys’ fees and costs. The Class Notice clearly stated that 20 the settlement does not constitute an admission of liability by Defendant. It made clear 21 that the final settlement approval decision has yet to be made. Finally, the Class Notice 22 listed the amount of each Class Member’s Settlement Award, including the amount of the 23 award that has previously been paid. 24 65. The Notice Packets for two Class Members were returned as undeliverable; 25 Defense Counsel is currently taking steps to locate a valid current address for these Class 26 Members. 27 28 16 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 41-1 Filed 09/27/17 Page 18 of 18 1 66. Class Members had 30 days from the mailing of the Class Notice to opt-out 2 or object to the settlement. The opt-out and objection deadline was September 25, 2017. 3 No Class Members have opted out or objected to the proposed settlement. 4 ADMINISTRATION OF SETTLEMENT 5 67. Pursuant to this Court’s Order Preliminarily Approving Settlement, 6 Certifying Settlement Class, and Establishing Notice Procedures [ECF 39], on October 10, 7 2017, Defense Counsel will provide Class Counsel with a Declaration regarding the 8 administration of the settlement. 9 10 I declare under penalty of perjury under the laws of the Unites States that the 11 foregoing is true and correct and based on my personal knowledge. Executed on 12 September 27, 2017, in Emeryville, California 13 14/s/Carolyn H. Cottrell 15 Carolyn H. Cottrell Admitted Pro Hac Vice SCHNEIDER WALLACE COTTRELL 16 KONECKY WOTKYNS LLP 17 18 19 20 21 22 23 24 25 26 27 28 17 DECLARATION OF CAROLYN HUNT COTTRELL IN SUPPORT OF PLAINTIFFS’ UNOPPOSED MOTION FOR FINAL APPROVAL Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS

Text of Proposed Order

Case 2:16-cv-03939-JWS Document 41-2 Filed 09/27/17 Page 1 of 7 1 Jeffery R. Finley, AZ Bar No. 009683 SCHNEIDER WALLACE COTTRELL 2 KONECKY WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 3 Scottsdale, Arizona 85253 4 Telephone: (480) 428-0143 Facsimile: (866) 505-8036 5 jfinley@schneiderwallace.com 6 Carolyn H. Cottrell Admitted Pro Hac Vice SCHNEIDER WALLACE COTTRELL 7 KONECKY WOTKYNS LLP 2000 Powell Street, Suite 1400 8 San Francisco, California 94608 9 Telephone: (415) 421-7100 Facsimile: (415) 421-7105 10 ccottrell@schneiderwallace.com 11 Attorneys for Plaintiffs and the Settlement Class 12 13 IN THE UNITED STATES DISTRICT COURT 14 FOR THE DISTRICT OF ARIZONA 15 THOMAS H. KOON and STEVEN J. ROSS, Case No. 2:16-cv-03939-JWS 16 on behalf of themselves and all others similarly situated, [PROPOSED] ORDER GRANTING 17 FINAL APPROVAL OF Plaintiffs, 18 SETTLEMENT, CERTIFICATION vs. OF SETTLEMENT CLASS, SERVICE 19 AWARDS, AND ATTORNEYS’ FEES ONEAZ CREDIT UNION, F/K/A ARIZONA AND COSTS 20 STATE CREDIT UNION, a state-chartered credit union, 21 Hon. John W. Sedwick Defendants. 22 23 24 25 26 27 28 Case 2:16-cv-03939-JWS Document 41-2 Filed 09/27/17 Page 2 of 7 1 The Motion for Final Approval of Settlement, Certification of Settlement Class, 2 Service Awards, and Attorneys’ Fees and Costs (the "Motion"), filed by Plaintiffs Thomas 3 H. Koon ("Koon") and Steven J. Ross ("Ross") ("Plaintiffs") in the case Koon and Ross, 4 et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-5 JWS, came on for hearing, the Honorable John W. Sedwick presiding. Defendant OneAZ 6 Credit Union, formerly known as Arizona State Credit Union ("OneAZ") ("Defendant") 7 does not oppose the Motion. 8 Plaintiffs allege three causes of action for violations of the federal Fair Labor 9 Standards Act, 29 U.S.C. §§ 201, et seq., the Arizona Wage Act, A.R.S. §§ 23-350, et 10 seq., and common law unjust enrichment. Plaintiffs assert the first cause of action under 11 the FLSA on behalf of themselves and the Class for OneAZ’s alleged violation of the 12 FLSA for failing to pay employees the required amount of overtime at the statutory rate, 13 and for allegedly failing to keep required, accurate records of all hours worked by 14 Plaintiffs and Class Members. 15 Plaintiffs assert the second cause of action under the Arizona Wage Act on behalf 16 of themselves and the Class for OneAZ’s alleged violation of the Arizona Wage Act, 17 A.R.S. §§ 23-350, et seq., for failing to include commission earnings in the calculation of 18 Plaintiffs’ and Class Members’ overtime compensation. Accordingly, Defendant also 19 allegedly failed to timely pay all overtime wages owed when due to Plaintiffs and the 20 Class and allegedly failed to timely pay all overtime wages owed to Plaintiffs and Class 21 Members who were discharged from or quit their employment with Defendant during the 22 statutory period in violation of the Arizona Wage Act. 23 Plaintiffs assert the third cause of action under Arizona common law on behalf of 24 themselves and the Class for OneAZ’s unjust enrichment resulting from OneAZ’s alleged 25 violation of the FLSA and Arizona Wage Act. 26 27 28 [PROPOSED] ORDER GRANTING FINAL APPROVAL OF SETTLEMENT, CERTIFICATION OF SETTLEMENT CLASS, SERVICE AWARDS, AND ATTORNEYS’ FEES AND COSTS Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union Case No. 2:16-cv-03939-JWS 1 Case 2:16-cv-03939-JWS Document 41-2 Filed 09/27/17 Page 3 of 7 1 After initial exchanges of information and discovery, the Parties participated in a 2 settlement conference before United States Magistrate Judge Michelle Burns on April 20, 3 2017 and have reached a negotiated settlement, memorialized in the Settlement 4 Agreement and Release dated June 14, 2017. 5 A fairness hearing was held before this Court on October 17, 2017 at 9:30 a.m. for 6 the purpose of determining whether the proposed settlement should be finally approved, 7 whether the Settlement Class should be certified, whether the requested service awards 8 should be granted to the Named Plaintiffs, and whether the requested attorneys’ fees and 9 costs should be granted to Class Counsel. Appearing at the hearing was counsel for 10 Defendant and counsel from Schneider Wallace Cottrell Konecky Wotkyns LLP, on 11 behalf of Plaintiffs and the Class. 12 Having reviewed the papers and documents presented, having heard the statements 13 and arguments of counsel, and having considered the matter, the Court HEREBY 14 ORDERS as follows: 15 1. The Court finds that: (1) the settlement amount is fair, adequate, and 16 reasonable to the Class Members when balanced against the probable outcome of further 17 litigation relating to class certification, liability and damages issues, and potential appeals; 18 (2) significant informal discovery, investigation, research, and litigation have been 19 conducted such that counsel for the Parties at this time are able to reasonably evaluate 20 their respective positions; (3) settlement at this time will avoid substantial costs, delay, 21 and risks that would be presented by the further prosecution of the litigation; and (4) the 22 proposed settlement has been reached as the result of intensive, serious, and non-collusive 23 negotiations between the Parties. Accordingly, the Court finds that the Settlement 24 Agreement and Release was entered into in good faith. 25 2. The Court finds, for purposes of settlement, that the requirements of Rule 26 23(a) of the Federal Rules of Civil Procedure are satisfied for the Class: (1) the Class is 27 28 [PROPOSED] ORDER GRANTING FINAL APPROVAL OF SETTLEMENT, CERTIFICATION OF SETTLEMENT CLASS, SERVICE AWARDS, AND ATTORNEYS’ FEES AND COSTS Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union Case No. 2:16-cv-03939-JWS 2 Case 2:16-cv-03939-JWS Document 41-2 Filed 09/27/17 Page 4 of 7 1 sufficiently numerous that joinder of all members is impracticable; (2) there are questions 2 of law or fact common to the Class; (3) the claims or defenses of Plaintiffs are typical of 3 the claims or defenses of the Class Members; and (4) Plaintiffs will fairly and adequately 4 protect the interests of the Class Members. 5 3. The Court finds, for purposes of settlement only, that the requirements of 6 Rule 23(b)(3) of the Federal Rules of Civil Procedure are met because there are common 7 questions of fact and law regarding OneAZ’s policies and procedures regarding the 8 payment of overtime to Mortgage Loan Officers, that in the context of a settlement, 9 predominate over any individual issues. Moreover, a class action settlement is superior to 10 other available methods for the fair and efficient adjudication of the controversy because 11 the injury suffered by each member of the Class, while meaningful on an individual basis, 12 is not of such magnitude as to make the prosecution of individual actions against OneAZ 13 economically feasible, and the class action settlement device provides the benefits of 14 single adjudication, economies of scale, and comprehensive supervision by a single court. 15 4. Accordingly, the Court grants certification of the Settlement Class, in 16 accordance with the Settlement, for purposes of this Settlement only. The Settlement 17 Class is defined as: 18 Current and former MLOs employed by Defendant in Arizona for any 19 period of time between November 14, 2013 and November 14, 2016 who received incentive compensation from Defendant, whose names are the 20 following: Adams, Jake D.; Allabastro, Warren; Allen, Marie; Marissa Al-21 Rifai, Bemisdarfer, Dorothy; Burnam, Vikki; Burris, Sarah; Campbell, Brian; Chittenden, Andrew; Crawford, Erika; Dawson, Kimberly; Eastlack, 22 Melody; Espinoza, Stephanie; Funk, Audra; Geiger, Sarah; Gonzales, Rudy; Grimes, Janine; Halopoff, Peter; Jester, Michael; Koon, Tom; 23 Lizarraga, Daniel J.; Lobur, Tamella; Lopez, Javiel; Mitchell, Maret; 24 Pilgrim, Tami; Raso, Eric; Robel, Morgan; Rodriguez, Daniel; Ross, Steven; Rush, David; Sandoval, Jorge; Schlieper, Bryan; Schmidt, Brian; 25 Slater, Paul; Stewart, Adam; Sullivan, Nancy; Talpa, Florentina; Taylor, 26 Tina; Teeples, Cody D.; Wilmarth, Holly Jean; Zarate, Diana; Zink, Heather. ("Settlement Class"). 27 28 [PROPOSED] ORDER GRANTING FINAL APPROVAL OF SETTLEMENT, CERTIFICATION OF SETTLEMENT CLASS, SERVICE AWARDS, AND ATTORNEYS’ FEES AND COSTS Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union Case No. 2:16-cv-03939-JWS 3 Case 2:16-cv-03939-JWS Document 41-2 Filed 09/27/17 Page 5 of 7 1 5. For the purpose of facilitating the settlement, the Court designates Plaintiffs 2 Thomas H. Koon and Steven J. Ross as the Class Representatives. Also for the purpose of 3 facilitating settlement, the Court designates Carolyn Hunt Cottrell of Schneider Wallace 4 Cottrell Konecky Wotkyns LLP as Class Counsel. 5 6. The Court finds that due and proper notice of the settlement was provided to 6 all Class Members, including notice of the right to object to the proposed settlement, the 7 right to object to the requested service awards, the right to object to Class Counsel’s 8 application for attorneys’ fees and costs, the right to appear in person or by counsel at the 9 fairness hearing and be heard, and the right to Opt Out. The Court finds that the notice 10 provided was the best means of providing notice to the Class Members under the 11 circumstances. The Court further finds that it was due and sufficient notice of the 12 settlement and the fairness hearing to all persons affected by and/or entitled to participate 13 in the settlement or the fairness hearing, in full compliance with the requirements of due 14 process and Federal Rule of Civil Procedure 23(c)(2)(B), (e)(1), and (h)(1). 15 7. The Court finds that no Class Member has objected to the settlement or the 16 request for attorneys’ fees and costs, that no Class Member has disputed his or her 17 workweeks for calculating the settlement awards, and that no Class Member has requested 18 to opt out of the settlement. 19 8. The Court finds that the terms of the settlement appear to be within the 20 range of possible approval, pursuant to Federal Rule of Civil Procedure 23 and applicable 21 law. Accordingly, the Court hereby approves in full the Settlement Agreement and 22 Release, attached to the Unopposed Motion and Memorandum of Points and Authorities 23 in Support of Preliminary Approval of Settlement, Preliminary Certification of Settlement 24 Class, and Establishing Notice Procedures as Exhibit A [ECF 34-1]. The Parties shall 25 comply with and implement the Settlement Agreement and Release according to its terms. 26 27 28 [PROPOSED] ORDER GRANTING FINAL APPROVAL OF SETTLEMENT, CERTIFICATION OF SETTLEMENT CLASS, SERVICE AWARDS, AND ATTORNEYS’ FEES AND COSTS Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union Case No. 2:16-cv-03939-JWS 4 Case 2:16-cv-03939-JWS Document 41-2 Filed 09/27/17 Page 6 of 7 1 9. The Court finds that the requested service awards for Plaintiffs’ Thomas H. 2 Koon and Steven J. Ross are fair, reasonable and appropriate. Accordingly, the Court 3 approves payment of $5,000.00 as a service award to Plaintiff Thomas H. Koon and 4 payment of $5,000.00 as a service award to Plaintiff Steven J. Ross. The Court approves 5 that these service awards shall be paid the Koon and Ross in addition to the damages that 6 they each receive as a Class Member. 7 10. The Court finds that the requested award of Plaintiffs’ attorneys’ fees and 8 costs is fair, reasonable and appropriate. Accordingly, the Court approves payment of 9 $75,000 for of attorneys’ fees and costs payment to Schneider Wallace Cottrell Konecky 10 Wotkyns LLP as Class Counsel. 11 11. The Court adopts the following schedule for implementation of the 12 settlement, established in the Order Preliminarily Approving Settlement, Certifying 13 Settlement Class, and Establishing Notice Procedures [ECF 39]: 14 Effective Date The date on which the Judgment approving the Settlement Agreement becomes Final. 15 Final means the date on which all appellate 16 rights with respect to the Judgment have expired or have been exhausted in such a 17 manner as to affirm the Judgment and, when no further appeals are possible, 18 including but not limited to review by the 19 United States Supreme Court. Appellate rights will have been exhausted or expired 20 on the date the Judgment approving this 21 Agreement is entered if there are no objectors or intervenors who have noticed 22 an appearance 23 Class Counsel’s attorneys’ fees and No later than 10 Business days after the 24 expenses and Named Plaintiffs’ service Effective Date awards shall be paid 25 Defense Counsel shall provide Class No later than 10 Business days after the 26 Counsel with an accounting ("Final Effective Date Accounting") of all overtime true-up 27 28 [PROPOSED] ORDER GRANTING FINAL APPROVAL OF SETTLEMENT, CERTIFICATION OF SETTLEMENT CLASS, SERVICE AWARDS, AND ATTORNEYS’ FEES AND COSTS Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union Case No. 2:16-cv-03939-JWS 5 Case 2:16-cv-03939-JWS Document 41-2 Filed 09/27/17 Page 7 of 7 1 payments previously made, or promised 2 to be made, and proof that such payments were made, to the Collective and Class 3 Members Settlement Awards-including both any No later than 10 Business days after Class 4 unpaid Previously-Agreed Overtime Counsel’s approval of the Final Accounting 5 True-Up Payments and the Additional Overtime True-Up Payments-shall be 6 paid by Defendant to Collective and Class 7 Members 8 Defense Counsel to complete any skip trace or other address searches for any 9 Class Member whose settlement award is 10 returned undeliverable Defendant to stop payment on uncashed 180 days after issuance of Settlement 11 checks for Class Members that have not Awards 12 cashed checks. Uncashed check funds shall be distributed to Collective and 13 Class Members who cashed checks or to a cy pres recipient, at Class Counsel’s 14 option 15 12. The Court retains jurisdiction with respect to all matters arising from or 16 related to the implementation of the Settlement Agreement and Release and/or this Order. 17 13. The Court will separately enter a Judgment and Dismissal of this Action 18 with prejudice consistent with the terms of this Order. 19 IT IS SO ORDERED. 20 21 22 23 24 25 26 27 28 [PROPOSED] ORDER GRANTING FINAL APPROVAL OF SETTLEMENT, CERTIFICATION OF SETTLEMENT CLASS, SERVICE AWARDS, AND ATTORNEYS’ FEES AND COSTS Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union Case No. 2:16-cv-03939-JWS 6

NOTICE re: of Filing Declaration of Jennifer R. Yee re Administration of Settlement by OneAZ Credit Union re: {{39}} Order on Motion for Miscellaneous Relief, Order on Motion to Certify Class.

Case 2:16-cv-03939-JWS Document 42 Filed 10/04/17 Page 1 of 3 1 Joshua R. Woodard (#015592) Jennifer R. Yee (#029651) 2 SNELL & WILMER L.L.P. One Arizona Center 3 400 E. Van Buren, Suite 1900 Phoenix, Arizona 85004-2202 4 Telephone: 602.382.6000 Facsimile: 602.382.6070 5 E-Mail: jwoodard@swlaw.com jryee@swlaw.com 6 Attorneys for Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union 7 8 IN THE UNITED STATES DISTRICT COURT 9 FOR THE DISTRICT OF ARIZONA 10 11 Thomas H. Koon and Steven J. Ross, on One Arizona Center, 400 E. Van Buren, Suite 1900 12 behalf of themselves and all others similarly No. 2:16-cv-03939-JWS situated, Snell & Wilmer Phoenix, Arizona 85004-2202 13 DEFENDANT’S NOTICE OF Plaintiffs, FILING DECLARATION OF LAW OFFICES 602.382.6000 14 JENNIFER R. YEE RE L.L.P. v. ADMINISTRATION OF 15 SETTLEMENT OneAZ Credit Union, f/k/a Arizona State 16 Credit Union, a state-chartered credit union, 17 Defendant. 18 19 Defendant OneAZ Credit Union f/k/a Arizona State Credit Union hereby gives 20 notice that attached as Exhibit A is a true and correct copy of Declaration of Jennifer R. 21 Yee Re Administration of Settlement. 22///23///24 25 26 27 28 4833-2612-5137 Case 2:16-cv-03939-JWS Document 42 Filed 10/04/17 Page 2 of 3 1 DATED this 4th day of October, 2017. 2 SNELL & WILMER L.L.P. 3 4 By: s/Jennifer R. Yee Joshua R. Woodard 5 Jennifer R. Yee One Arizona Center 6 400 E. Van Buren, Suite 1900 Phoenix, Arizona 85004-2202 7 Attorneys for Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union 8 9 10 11 One Arizona Center, 400 E. Van Buren, Suite 1900 12 Snell & Wilmer Phoenix, Arizona 85004-2202 13 LAW OFFICES 602.382.6000 14 L.L.P. 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4833-2612-5137-2-Case 2:16-cv-03939-JWS Document 42 Filed 10/04/17 Page 3 of 3 1 CERTIFICATE OF SERVICE 2 I hereby certify that, on October 4, 2017, I electronically transmitted the attached 3 document to the Clerk’s Office using the CM/ECF System for filing and transmittal of a 4 Notice of Electronic Filing to the following CM/ECF registrants: 5 Jeffrey R. Finley Patrick J. Van Zanen 6 Schneider Wallace Cottrell Konecky Wotkyns LLP 8501 North Scottsdale Road, Suite 270 7 Scottsdale, Arizona 85253 8 Carolyn H. Cottrell Nicole N. Coon 9 Schneider Wallace Cottrell Konecky Wotkyns LLP 2000 Powell Street, Suite 1400 10 Emeryville, California 94608 11 Stephen F. Banta Anderson Banta Clarkson PLLC One Arizona Center, 400 E. Van Buren, Suite 1900 12 48 North MacDonald Mesa, Arizona 85201 Snell & Wilmer Phoenix, Arizona 85004-2202 13 Attorneys for Plaintiffs LAW OFFICES 602.382.6000 14 L.L.P. s/Jennifer R. Yee 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4833-2612-5137-3-

Exhibit

EXHIBIT A Case 2:16-cv-03939-JWS Document 42-1 Filed 10/04/17 Page 2 of 3 1 Joshua R. Woodarcl (#0 15592) Jennilèr R. Yee (#02965 1) 2 SNELI, & WILMEIì I,.L.P. Onc Arizona Centcr I J 400 lr. Van lJuren, Suite 1900 Phoenix, Arizona 85004-2202 4 I'clcnhonc: ó02.382.6000 l;acslnrilc: ó02.382.6070 5 E-Mail: wooclard ln w aw.colll 6 Credit Union, State Credit Union 7 8 IN THE, UNITED STATtrS DISTRICT COUIìT 9 FOR THE, DISTRICT OTI ARIZONA l0 1l]'hornas Il. Koon and Stevcn J. Ross, on?. y, T2 behalf of themselves and all others sirnilarly No. 2:16-cv-03939-JWS ti situated, c) l3 DECLARATION OF JENNIFER R. á, I I 'rr=.-., g Plaintiff-s, YEE RB ADMINISTRATION OF i ö;a=. 14 SETTLEMENT ¿' 'é':'': ',,4-, l5 õ-OneAZ Credit Union, flkla Arizona State t) C),:!. l6 Credit Union, a state-chartered oredit union,:. 17 Defèndant. o t8 1. I, JENNIFER R. YEE, declare as follows: l9 2. I have personal knowledge of the facts and matters set ltrrth in this 20 declaration and could and would testify competently and truthfully to the sarre illcalled as 2t a witness and placed under oath. I arì over 18 years of age. 22 3. I am an attorney with the law f,rrm of Snell & Wihner and represent 23 Defendant OneAZ Credit Union ("Defendant" or the "Credit Union") in the above-24 captioned lawsuit. 25 4. I rnake this deolaration in accordance with the Court's Order Prelirninarily 26 Approving Settlernent, Certifying Settlement Class, and Establishing Notice Procedures 2l (Doo. 39) ("Prelirninary Approval Order"). 2B 4833-3660-8s93 Case 2:16-cv-03939-JWS Document 42-1 Filed 10/04/17 Page 3 of 3 I 5. Upon in1'ormation and belief, the Credit Union mailed the Court-approvecl 2 notice p¿ìckets to the 42 class melnbers identifìecl in thc Prcliminary Approval Orcler orì ol' a-) be{trre the 1 l24l I 7 deadline. 4 6. Upon infbrrnation and belief, two ol'the notice packets-mailecl to class 5 rnembers Brian Carnpbell and l)iana ZaruIe-were returned the Clredit Union as 6 undeliverable. 1 1. Defense oounsel perfonned a skip trace on Mr. Campbell and}ú4s. Zatate 8 and identified updated addresses and, upon inforrnation and belief, the Credit Union re-9 mailed their notice packets to these individuals' updated addresses' 10 8. Upon inf'ormation and belief, on or around 1012117, Mr. Carnpbell's notice ll packet was again returned to the Credit Union as undeliverable; however, the U.S' post!. 12 ofIìce provided the Credit Union a forwarding address f'or Mr. Carnpbell. i Li 0) i,.., l3 g. Upon information and belief, the Credit Union re-mailed Mr. Carnpbell's Ê, I t'J, = 3 .?"¿ notice packet to his forwarding address that was provided by the U.S. post off,rce.-õ,-: l4 ¿-at12 15 10. No other notice packets have been returned as undeliverable. () Z. l-t' t)¿ t6 11. 'Ihe Credit Union received no opt-outs or objections to the settlement. Qt); =, l7 lZ. Defènse counsel has fully complied with the Settlernent Notice requiretnents.) l8 o1' the Prelirninary Approval Order. l9 I declare under penalty of perjury under the laws of the United States of Amerioa 20 that the fbregoing is true and correct' 2t 22 Executed on this 4*l' day of Octobe r. 2017, in Phoenix, Atizona ¿J 24 25 R 26 21 28 4833-3660-tì593-2-

NOTICE of Appearance by Michael Craig McKay on behalf of Thomas H Koon, Steven J Ross.

Case 2:16-cv-03939-JWS Document 43 Filed 10/12/17 Page 1 of 2 AO 458 (Rev. 06/09) Appearance of Counsel UNITED STATES DISTRICT COURT for the District __________ of Arizona District of __________ THOMAS H. KOON and STEVEN J. ROSS, on behalf of themselves and all others similarly situated) Plaintiff) v.) Case No. 2:16-cv-03939-JWS ONE AZ CREDIT UNION, F/K/A ARIZONA STATE CREDIT UNION) Defendant) APPEARANCE OF COUNSEL To: The clerk of court and all parties of record I am admitted or otherwise authorized to practice in this court, and I appear in this case as counsel for: Thomas H. Koon and Steven J. Ross, on behalf of themselves and all others similary situated. Date: 10/12/2017/s/Michael C. McKay Attorney’s signature Michael C. McKay (AZ Bar No. 023354) Printed name and bar number SCHNEIDER WALLACE COTTRELL KONECKY WOTKYNS LLP 8501 North Scottsdale Road, Suite 270 Scottsdale, Arizona 85253 Address mmckay@schneiderwallace.com E-mail address (480) 428-0141 Telephone number (866) 505-8036 FAX number Case 2:16-cv-03939-JWS Document 43 Filed 10/12/17 Page 2 of 2 1 CERTIFICATE OF SERVICE 2 I hereby certify that, on October 12, 2017, I electronically transmitted the attached 3 document to the Clerk’s Office using the CM/ECF System for filing and transmittal of a 4 Notice of Electronic Filing to the following CM/ECF registrants: 5 Joshua R. Woodard 6 Jennifer R. Yee One Arizona Center 7 400 E. Van Buren, Suite 1900 8 Phoenix, Arizona 85004-2202 9 Attorneys for Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union 10 11/s/Michael C. McKay Michael C. McKay 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CERTIFICATE OF SERVICE Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS

NOTICE of Attorney Withdrawal of Patrick J. Van Zanen and Nicole N. Coon as Counsel of Record for Plaintiffs filed by Carolyn H Cottrell.

Case 2:16-cv-03939-JWS Document 44 Filed 10/12/17 Page 1 of 3 Jeffrey Finley (SBN 009683) 1 Michael C. McKay (SBN 023354) SCHNEIDER WALLACE 2 COTTRELL KONECKY WOTKYNS LLP 3 8501 North Scottsdale Road, Suite 270 Scottsdale, Arizona 85253 4 Tel: (480) 428-0141 Fax: (866) 505-8036 5 jfinley@schneiderwallace.com mmckay@schneiderwallace.com 6 Carolyn H. Cottrell Admitted Pro Hac Vice 7 SCHNEIDER WALLACE COTTRELL KONECKY 8 WOTKYNS LLP 2000 Powell Street, Suite 1400 9 Emeryville, California 94608 Tel: (415) 421-7100 10 Fax: (415) 421-7105 ccottrell@schneiderwallace.com 11 12 Attorneys for Plaintiffs and the Settlement Class 13 14 IN THE UNITED STATES DISTRICT COURT 15 FOR THE DISTRICT OF ARIZONA 16 17 THOMAS H. KOON and STEVEN J. Case No. 2:16-CV-03939-JWS 18 ROSS, on behalf of themselves and all others similary situated, NOTICE OF WITHDRAWAL OF 19 PATRICK J. VAN ZANEN AND Plaintiffs, NICOLE N. COON AS COUNSEL OF 20 RECORD FOR PLAINTIFFS v. 21 ONEAZ CREDIT UNION, F/K/A Judge: Hon. John W. Sedwick 22 ARIZONA STATE CREDIT UNION, a 23 state-chartered credit union 24 Defendant. 25 26 27 28 NOTICE OF WITHDRAWAL OF PATRICK J. VAN ZANEN AND NICOLE N. COON AS COUNSEL OF RECORD FOR PLAINTIFFS Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 44 Filed 10/12/17 Page 2 of 3 1 TO THE CLERK OF COURT, ALL PARTIES, AND THEIR ATTORNEYS OF 2 RECORD: 3 PLEASE TAKE NOTICE that Patrick J. Van Zanen and Nicole N. Coon are 4 withdrawing as counsel of record for Thomas H. Koon and Steven J. Ross, on behalf of 5 themselves and all others similary situated ("Plaintiffs"), in the above-captioned case. 6 On November 11, 2016, Mr. Van Zanen was listed as counsel of record on Plaintiffs’ 7 Complaint. See Dkt. No. 1. On December 28, 2016, Ms. Coon filed an application for 8 admission to practice pro hac vice in this action on behalf of Plaintiffs. Dkt. No. 14. Her 9 application was granted the same day. Dkt. No. 15. 10 Mr. Van Zanen and Mrs. Coon are no longer with the law firm of Schneider Wallace 11 Cottrell Konecky Wotkyns LLP ("SWCKW"). The other attorneys from SWCKW, who have 12 appeared in this matter, remain on record as attorneys for Plaintiffs. 13 Mr. Van Zanen and Mrs. Coon should be removed from the Court’s docket in this case, 14 and should no longer receive service of docket-related activity in this case. 15 16 Dated: October 12, 2017 Respectfully Submitted, 17 18/s/Carolyn H. Cottrell Carolyn H. Cottrell Admitted Pro Hac Vice 19 Jeffrey R. Finley, AZ Bar No. 009683 Michael C. McKay, AZ Bar No. 023354 20 SCHNEIDER WALLACE COTTRELL 21 KONECKY WOTKYNS LLP 22 Attorneys for Plaintiffs and the Settlement Class 23 24 25 26 27 28 1 NOTICE OF WITHDRAWAL OF PATRICK J. VAN ZANEN AND NICOLE N. COON AS COUNSEL OF RECORD FOR PLAINTIFFS Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS Case 2:16-cv-03939-JWS Document 44 Filed 10/12/17 Page 3 of 3 1 CERTIFICATE OF SERVICE 2 I hereby certify that, on October 12, 2017, I electronically transmitted the attached 3 document to the Clerk’s Office using the CM/ECF System for filing and transmittal of a 4 Notice of Electronic Filing to the following CM/ECF registrants: 5 Joshua R. Woodard 6 Jennifer R. Yee One Arizona Center 7 400 E. Van Buren, Suite 1900 8 Phoenix, Arizona 85004-2202 9 Attorneys for Defendant OneAZ Credit Union, f/k/a Arizona State Credit Union 10 11/s/Carolyn H. Cottrell Carolyn H. Cottrell 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CERTIFICATE OF SERVICE Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-JWS

TRANSCRIPT REQUEST by Thomas H Koon, Steven J Ross for proceedings held on 10/17/2017, Judge John W Sedwick hearing judge(s).

OAO 435 Case 2:16-cv-03939-JWS Administrative Office of theDocument 46 Filed 10/17/17 Page United States Courts 1 of 1 USE ONLY FOR COURT AZ Form (Rev. 1/2015) DUE DATE: TRANSCRIPT ORDER 1. NAME 2. PHONE NUMBER 3. DATE Lisa Guthrie-Paralegal 480-428-0141 10/17/2017 4. FIRM NAME Schneider Wallace Cottrell Konecky Wotkyns, LLP 5. MAILING ADDRESS 6. CITY 7. STATE 8. ZIP CODE 8501 N. Scottsdale Rd., Ste 270 Scottsdale AZ 85253 9. CASE NUMBER 10. JUDGE DATES OF PROCEEDINGS 2:16-cv-03939 John W. Sedwick 11. 10/17/17 12. 13. CASE NAME LOCATION OF PROCEEDINGS Koon et al v. OneAZ Credit Union 14. Phoenix-Crt #401 15. STATE AZ 16. ORDER FOR 9 APPEAL 9 CRIMINAL 9 CRIMINAL JUSTICE ACT BANKRUPTCY 9 NON-APPEAL ✔ 9 CIVIL 9 IN FORMA PAUPERIS OTHER (Specify) 17. TRANSCRIPT REQUESTED (Specify portion(s) and date(s) of proceeding(s) for which transcript is requested.) PORTIONS DATE(S) PORTION(S) DATE(S) 9VOIR DIRE 9TESTIMONY (Specify) 9OPENING STATEMENT (Plaintiff) 9OPENING STATEMENT (Defendant) 9CLOSING ARGUMENT (Plaintiff) 9PRE-TRIAL PROCEEDING 9CLOSING ARGUMENT (Defendant) 9OPINION OF COURT 9JURY INSTRUCTIONS ✔9OTHER (Specify) 10/17/2017 9SENTENCING Full Transcript 9BAIL HEARING 18. ORDER Full Transcript of Hearing-Class Action Approval Hearing/Docket Number 45 ORIGINAL + 1 FIRST # OF DELIVERY INSTRUCTIONS CATEGORY (original to Court, ADDITIONAL ESTIMATED COSTS COPY (Check all that apply.) copy to ordering party) COPIES 30 DAYS 9 ✔ 9 PAPER COPY 14 DAYS 9 9 ✔ PDF (e-mail) 7 DAYS 9 9 ASCII (e-mail) DAILY 9 9 HOURLY 9 9 REALTIME 9 9 E-MAIL ADDRESS CERTIFICATION (19. & 20.) lguthrie@schneiderwallace.com By signing below, I certify that I will pay all charges (deposit plus additional). 19. SIGNATURE NOTE: IF ORDERING MORE THAN ONE FORMAT,/s/Lisa Guthrie THERE WILL BE AN ADDITIONAL CHARGE. 20. DATE 10/17/2017 TRANSCRIPT TO BE PREPARED BY ESTIMATE TOTAL PROCESSED BY PHONE NUMBER ORDER RECEIVED DATE BY DEPOSIT PAID DEPOSIT PAID TRANSCRIPT ORDERED TOTAL CHARGES TRANSCRIPT RECEIVED LESS DEPOSIT ORDERING PARTY NOTIFIED TOTAL REFUNDED TO PICK UP TRANSCRIPT PARTY RECEIVED TRANSCRIPT TOTAL DUE DISTRIBUTION: COURT COPY TRANSCRIPTION COPY ORDER RECEIPT ORDER COPY

ORDER GRANTING FINAL APPROVAL OF SETTLEMENT, CERTIFICATION OF SETTLEMENT CLASS, SERVICE AWARDS, AND ATTORNEYS' FEES AND COSTS - The Court grants certification of the Settlement Class, in accordance with the Settlement, for purposes of this Settlement only. The Court designates Plaintiffs Thomas H. Koon and Steven J. Ross as the Class Representatives. For the purpose of facilitating settlement, the Court designates Carolyn Hunt Cottrell of Schneider Wallace Cottrell Konecky Wotkyns LLP as Class Counsel. The Court finds that the requested service awards for Plaintiffs' Thomas H. Koon and Steven J. Ross are fair, reasonable and appropriate. Accordingly, the Court approves payment of $5,000.00 as a service award to Plaintiff Thomas H. Koon and payment of $5,000.00 as a service award to Plaintiff Steven J. Ross. The Court finds that the requested award of Plaintiffs' attorneys' fees and costs is fair, reasonable and appropriate. Accordingly, the Court approves payment of $75,000 for of attorneys' fees and costs payment to Schneider Wallace Cottrell Konecky Wotkyns LLP as Class Counsel. The Court adopts a schedule for implementation of the settlement, established in the Order Preliminarily Approving Settlement, Certifying Settlement Class, and Establishing Notice Procedures. The Court retains jurisdiction with respect to all matters arising from or related to the implementation of the settlement Agreement and Release and/or this Order. The Court will separately enter a Judgment and Dismissal of this Action with prejudice consistent with the terms of this Order. See Order for details. Signed by Judge John W Sedwick on 10/17/17.

Case 2:16-cv-03939-JWS Document 47 Filed 10/18/17 Page 1 of 7 1 2 IN THE UNITED STATES DISTRICT COURT 3 FOR THE DISTRICT OF ARIZONA 4 5 THOMAS H. KOON and STEVEN J. ROSS, Case No. 2:16-cv-03939-JWS on behalf of themselves and all others similarly 6 situated, ORDER GRANTING FINAL 7 APPROVAL OF SETTLEMENT, Plaintiffs, CERTIFICATION OF SETTLEMENT 8 vs. CLASS, SERVICE AWARDS, AND 9 ATTORNEYS’ FEES AND COSTS ONEAZ CREDIT UNION, F/K/A ARIZONA STATE CREDIT UNION, a state-chartered 10 credit union, Hon. John W. Sedwick 11 Defendants. 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 2:16-cv-03939-JWS Document 47 Filed 10/18/17 Page 2 of 7 1 The Motion for Final Approval of Settlement, Certification of Settlement Class, 2 Service Awards, and Attorneys’ Fees and Costs (the "Motion"), filed by Plaintiffs Thomas 3 H. Koon ("Koon") and Steven J. Ross ("Ross") ("Plaintiffs") in the case Koon and Ross, 4 et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union, Case No. 2:16-cv-03939-5 JWS, came on for hearing, the Honorable John W. Sedwick presiding. Defendant OneAZ 6 Credit Union, formerly known as Arizona State Credit Union ("OneAZ") ("Defendant") 7 does not oppose the Motion. 8 Plaintiffs allege three causes of action for violations of the federal Fair Labor 9 Standards Act, 29 U.S.C. §§ 201, et seq., the Arizona Wage Act, A.R.S. §§ 23-350, et 10 seq., and common law unjust enrichment. Plaintiffs assert the first cause of action under 11 the FLSA on behalf of themselves and the Class for OneAZ’s alleged violation of the 12 FLSA for failing to pay employees the required amount of overtime at the statutory rate, 13 and for allegedly failing to keep required, accurate records of all hours worked by 14 Plaintiffs and Class Members. 15 Plaintiffs assert the second cause of action under the Arizona Wage Act on behalf 16 of themselves and the Class for OneAZ’s alleged violation of the Arizona Wage Act, 17 A.R.S. §§ 23-350, et seq., for failing to include commission earnings in the calculation of 18 Plaintiffs’ and Class Members’ overtime compensation. Accordingly, Defendant also 19 allegedly failed to timely pay all overtime wages owed when due to Plaintiffs and the 20 Class and allegedly failed to timely pay all overtime wages owed to Plaintiffs and Class 21 Members who were discharged from or quit their employment with Defendant during the 22 statutory period in violation of the Arizona Wage Act. 23 Plaintiffs assert the third cause of action under Arizona common law on behalf of 24 themselves and the Class for OneAZ’s unjust enrichment resulting from OneAZ’s alleged 25 violation of the FLSA and Arizona Wage Act. 26 27 28 ORDER GRANTING FINAL APPROVAL OF SETTLEMENT, CERTIFICATION OF SETTLEMENT CLASS, SERVICE AWARDS, AND ATTORNEYS’ FEES AND COSTS Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union Case No. 2:16-cv-03939-JWS 1 Case 2:16-cv-03939-JWS Document 47 Filed 10/18/17 Page 3 of 7 1 After initial exchanges of information and discovery, the Parties participated in a 2 settlement conference before United States Magistrate Judge Michelle Burns on April 20, 3 2017 and have reached a negotiated settlement, memorialized in the Settlement 4 Agreement and Release dated June 14, 2017. 5 A fairness hearing was held before this Court on October 17, 2017 at 9:30 a.m. for 6 the purpose of determining whether the proposed settlement should be finally approved, 7 whether the Settlement Class should be certified, whether the requested service awards 8 should be granted to the Named Plaintiffs, and whether the requested attorneys’ fees and 9 costs should be granted to Class Counsel. Appearing at the hearing was counsel for 10 Defendant and counsel from Schneider Wallace Cottrell Konecky Wotkyns LLP, on 11 behalf of Plaintiffs and the Class. 12 Having reviewed the papers and documents presented, having heard the statements 13 and arguments of counsel, and having considered the matter, the Court HEREBY 14 ORDERS as follows: 15 1. The Court finds that: (1) the settlement amount is fair, adequate, and 16 reasonable to the Class Members when balanced against the probable outcome of further 17 litigation relating to class certification, liability and damages issues, and potential appeals; 18 (2) significant informal discovery, investigation, research, and litigation have been 19 conducted such that counsel for the Parties at this time are able to reasonably evaluate 20 their respective positions; (3) settlement at this time will avoid substantial costs, delay, 21 and risks that would be presented by the further prosecution of the litigation; and (4) the 22 proposed settlement has been reached as the result of intensive, serious, and non-collusive 23 negotiations between the Parties. Accordingly, the Court finds that the Settlement 24 Agreement and Release was entered into in good faith. 25 2. The Court finds, for purposes of settlement, that the requirements of Rule 26 23(a) of the Federal Rules of Civil Procedure are satisfied for the Class: (1) the Class is 27 28 ORDER GRANTING FINAL APPROVAL OF SETTLEMENT, CERTIFICATION OF SETTLEMENT CLASS, SERVICE AWARDS, AND ATTORNEYS’ FEES AND COSTS Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union Case No. 2:16-cv-03939-JWS 2 Case 2:16-cv-03939-JWS Document 47 Filed 10/18/17 Page 4 of 7 1 sufficiently numerous that joinder of all members is impracticable; (2) there are questions 2 of law or fact common to the Class; (3) the claims or defenses of Plaintiffs are typical of 3 the claims or defenses of the Class Members; and (4) Plaintiffs will fairly and adequately 4 protect the interests of the Class Members. 5 3. The Court finds, for purposes of settlement only, that the requirements of 6 Rule 23(b)(3) of the Federal Rules of Civil Procedure are met because there are common 7 questions of fact and law regarding OneAZ’s policies and procedures regarding the 8 payment of overtime to Mortgage Loan Officers, that in the context of a settlement, 9 predominate over any individual issues. Moreover, a class action settlement is superior to 10 other available methods for the fair and efficient adjudication of the controversy because 11 the injury suffered by each member of the Class, while meaningful on an individual basis, 12 is not of such magnitude as to make the prosecution of individual actions against OneAZ 13 economically feasible, and the class action settlement device provides the benefits of 14 single adjudication, economies of scale, and comprehensive supervision by a single court. 15 4. Accordingly, the Court grants certification of the Settlement Class, in 16 accordance with the Settlement, for purposes of this Settlement only. The Settlement 17 Class is defined as: 18 Current and former MLOs employed by Defendant in Arizona for any 19 period of time between November 14, 2013 and November 14, 2016 who received incentive compensation from Defendant, whose names are the 20 following: Adams, Jake D.; Allabastro, Warren; Allen, Marie; Marissa Al-21 Rifai, Bemisdarfer, Dorothy; Burnam, Vikki; Burris, Sarah; Campbell, Brian; Chittenden, Andrew; Crawford, Erika; Dawson, Kimberly; Eastlack, 22 Melody; Espinoza, Stephanie; Funk, Audra; Geiger, Sarah; Gonzales, Rudy; Grimes, Janine; Halopoff, Peter; Jester, Michael; Koon, Tom; 23 Lizarraga, Daniel J.; Lobur, Tamella; Lopez, Javiel; Mitchell, Maret; 24 Pilgrim, Tami; Raso, Eric; Robel, Morgan; Rodriguez, Daniel; Ross, Steven; Rush, David; Sandoval, Jorge; Schlieper, Bryan; Schmidt, Brian; 25 Slater, Paul; Stewart, Adam; Sullivan, Nancy; Talpa, Florentina; Taylor, 26 Tina; Teeples, Cody D.; Wilmarth, Holly Jean; Zarate, Diana; Zink, Heather. ("Settlement Class"). 27 28 ORDER GRANTING FINAL APPROVAL OF SETTLEMENT, CERTIFICATION OF SETTLEMENT CLASS, SERVICE AWARDS, AND ATTORNEYS’ FEES AND COSTS Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union Case No. 2:16-cv-03939-JWS 3 Case 2:16-cv-03939-JWS Document 47 Filed 10/18/17 Page 5 of 7 1 5. For the purpose of facilitating the settlement, the Court designates Plaintiffs 2 Thomas H. Koon and Steven J. Ross as the Class Representatives. Also for the purpose of 3 facilitating settlement, the Court designates Carolyn Hunt Cottrell of Schneider Wallace 4 Cottrell Konecky Wotkyns LLP as Class Counsel. 5 6. The Court finds that due and proper notice of the settlement was provided to 6 all Class Members, including notice of the right to object to the proposed settlement, the 7 right to object to the requested service awards, the right to object to Class Counsel’s 8 application for attorneys’ fees and costs, the right to appear in person or by counsel at the 9 fairness hearing and be heard, and the right to Opt Out. The Court finds that the notice 10 provided was the best means of providing notice to the Class Members under the 11 circumstances. The Court further finds that it was due and sufficient notice of the 12 settlement and the fairness hearing to all persons affected by and/or entitled to participate 13 in the settlement or the fairness hearing, in full compliance with the requirements of due 14 process and Federal Rule of Civil Procedure 23(c)(2)(B), (e)(1), and (h)(1). 15 7. The Court finds that no Class Member has objected to the settlement or the 16 request for attorneys’ fees and costs, that no Class Member has disputed his or her 17 workweeks for calculating the settlement awards, and that no Class Member has requested 18 to opt out of the settlement. 19 8. The Court finds that the terms of the settlement appear to be within the 20 range of possible approval, pursuant to Federal Rule of Civil Procedure 23 and applicable 21 law. Accordingly, the Court hereby approves in full the Settlement Agreement and 22 Release, attached to the Unopposed Motion and Memorandum of Points and Authorities 23 in Support of Preliminary Approval of Settlement, Preliminary Certification of Settlement 24 Class, and Establishing Notice Procedures as Exhibit A [ECF 34-1]. The Parties shall 25 comply with and implement the Settlement Agreement and Release according to its terms. 26 27 28 ORDER GRANTING FINAL APPROVAL OF SETTLEMENT, CERTIFICATION OF SETTLEMENT CLASS, SERVICE AWARDS, AND ATTORNEYS’ FEES AND COSTS Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union Case No. 2:16-cv-03939-JWS 4 Case 2:16-cv-03939-JWS Document 47 Filed 10/18/17 Page 6 of 7 1 9. The Court finds that the requested service awards for Plaintiffs’ Thomas H. 2 Koon and Steven J. Ross are fair, reasonable and appropriate. Accordingly, the Court 3 approves payment of $5,000.00 as a service award to Plaintiff Thomas H. Koon and 4 payment of $5,000.00 as a service award to Plaintiff Steven J. Ross. The Court approves 5 that these service awards shall be paid the Koon and Ross in addition to the damages that 6 they each receive as a Class Member. 7 10. The Court finds that the requested award of Plaintiffs’ attorneys’ fees and 8 costs is fair, reasonable and appropriate. Accordingly, the Court approves payment of 9 $75,000 for of attorneys’ fees and costs payment to Schneider Wallace Cottrell Konecky 10 Wotkyns LLP as Class Counsel. 11 11. The Court adopts the following schedule for implementation of the 12 settlement, established in the Order Preliminarily Approving Settlement, Certifying 13 Settlement Class, and Establishing Notice Procedures [ECF 39]: 14 Effective Date The date on which the Judgment approving the Settlement Agreement 15 becomes Final. Final means the date on 16 which all appellate rights with respect to the Judgment have expired or have been 17 exhausted in such a manner as to affirm the Judgment and, when no further appeals 18 are possible, including but not limited to 19 review by the United States Supreme Court. Appellate rights will have been 20 exhausted or expired on the date the 21 Judgment approving this Agreement is entered if there are no objectors or 22 intervenors who have noticed an appearance 23 24 Class Counsel’s attorneys’ fees and No later than 10 Business days after the expenses and Named Plaintiffs’ service Effective Date 25 awards shall be paid 26 Defense Counsel shall provide Class No later than 10 Business days after the Counsel with an accounting ("Final Effective Date 27 28 ORDER GRANTING FINAL APPROVAL OF SETTLEMENT, CERTIFICATION OF SETTLEMENT CLASS, SERVICE AWARDS, AND ATTORNEYS’ FEES AND COSTS Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union Case No. 2:16-cv-03939-JWS 5 Case 2:16-cv-03939-JWS Document 47 Filed 10/18/17 Page 7 of 7 1 Accounting") of all overtime true-up 2 payments previously made, or promised to be made, and proof that such 3 payments were made, to the Collective and Class Members 4 Settlement Awards-including both any No later than 10 Business days after Class 5 unpaid Previously-Agreed Overtime Counsel’s approval of the Final True-Up Payments and the Additional Accounting 6 Overtime True-Up Payments-shall be 7 paid by Defendant to Collective and Class Members 8 Defense Counsel to complete any skip 9 trace or other address searches for any 10 Class Member whose settlement award is returned undeliverable 11 Defendant to stop payment on uncashed 180 days after issuance of Settlement 12 checks for Class Members that have not Awards cashed checks. Uncashed check funds 13 shall be distributed to Collective and Class Members who cashed checks or to 14 a cy pres recipient, at Class Counsel’s 15 option 16 12. The Court retains jurisdiction with respect to all matters arising from or 17 related to the implementation of the Settlement Agreement and Release and/or this Order. 18 13. The Court will separately enter a Judgment and Dismissal of this Action 19 with prejudice consistent with the terms of this Order. 20 IT IS SO ORDERED this 17th day of October 2017. 21/s/JOHN W. SEDWICK 22 SENIOR JUDGE, UNITED STATES DISTRICT COURT 23 24 25 26 27 28 ORDER GRANTING FINAL APPROVAL OF SETTLEMENT, CERTIFICATION OF SETTLEMENT CLASS, SERVICE AWARDS, AND ATTORNEYS’ FEES AND COSTS Koon and Ross, et al. v. OneAZ Credit Union, f/k/a Arizona State Credit Union Case No. 2:16-cv-03939-JWS 6

ORDER FROM CHAMBERS - It is hereby ADJUDGED that this case is dismissed on the terms set out in the Order at Docket [47]. The Clerk will please close this case.

Case 2:16-cv-03939-JWS Document 48 Filed 11/02/17 Page 1 of 1 UNITED STATES DISTRICT COURT DISTRICT OF ARIZONA THOMAS H KOON, et al., v. ONEAZ CREDIT UNION, a state-on behalf of himself chartered credit union, formerly and all others similarly known as Arizona State Credit Union situated HONORABLE JOHN W. SEDWICK 2:16-cv-3939-JWS ORDER FROM CHAMBERS NOVEMBER 1, 2017 _____________________________________________________________________ It is hereby ADJUDGED that this case is dismissed on the terms set out in the order at docket 47. The Clerk will please close this case. ___________________

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Description
1
11/14/2016
COMPLAINT. Filing fee received: $ 400.00, receipt number 0970-13604949 filed by Steven J Ross and Thomas H Koon. (submitted by Jeffrey Finley)
1
Exhibit 1
2
Exhibit 2
3
Civil Cover Sheet) (ATD
3 Attachments
2
11/14/2016
SUMMONS Submitted by Thomas H Koon and Steven J Ross. (submitted by Jeffrey Finley)
3
11/14/2016
Filing fee paid, receipt number 0970-13604949. This case has been assigned to the Honorable John W Sedwick. All future pleadings or documents should bear the correct case number: CV-16-03939-PHX-JWS. Notice of Availability of Magistrate Judge to Exercise Jurisdiction form attached.
4
11/14/2016
Summons Issued as to OneAZ Credit Union. (ATD) *** IMPORTANT: When printing the summons, select "Document and stamps" or "Document and comments" for the seal to appear on the document.
5
11/22/2016
SERVICE EXECUTED filed by Thomas H Koon, Steven J Ross: Proof of Service re: Summons in a Civil Action, and Complaint upon OneAZ Credit Union on 11/15/2016. (Van Zanen, Patrick)
6
12/05/2016
Mail Returned as Undeliverable. Mail sent to Nicole N Coon. Reason for return: Not Deliverable as Addressed, Unable to Forward. Document number 3.
7
12/06/2016
STIPULATION FOR EXTENSION OF TIME TO ANSWER COMPLAINT re: 1 Complaint by OneAZ Credit Union.
1
Text of Proposed Order
1 Attachment
8
12/06/2016
Corporate Disclosure Statement by OneAZ Credit Union.
9
12/07/2016
*NOTICE of Change of Address by Thomas H Koon, Steven J Ross. (Van Zanen, Patrick) *Modified to correct event type on 12/7/2016
10
12/08/2016
ORDER pursuant to 7 Stipulation For Extension of Time To Answer Complaint: OneAZ Credit Union's answer due 12/20/2016. Signed by Judge John W Sedwick on 12/8/16.
11
12/19/2016
STIPULATION FOR EXTENSION OF TIME TO ANSWER COMPLAINT re: 1 Complaint by OneAZ Credit Union.
1
Text of Proposed Order
1 Attachment
12
12/22/2016
ORDER pursuant to 11 Stipulation For Extension of Time To Answer Complaint: OneAZ Credit Union's answer due 1/4/2017. Signed by Judge John W Sedwick on 12/22/16.
13
12/22/2016
MOTION for Admission Pro Hac Vice as to attorney Carolyn H. Cottrell by Thomas H Koon, Steven J Ross.
1
Certificate of Good Standing
1 Attachment
14
12/28/2016
MOTION for Admission Pro Hac Vice as to attorney Nicole N Coon on behalf of Thomas H Koon and Steven J Ross.
12/28/2016
PRO HAC VICE FEE PAID. $ 35, receipt number PHX180182 as to Nicole N Coon. This is a TEXT ENTRY ONLY. There is no PDF document associated with this entry. (Text entry; no document attached.)
15
12/28/2016
ORDER pursuant to General Order 09-08 granting 14 Motion for Admission Pro Hac Vice. Per the Court's Administrative Policies and Procedures Manual, applicant has five (5) days in which to register as a user of the Electronic Filing System. Registration to be accomplished via the court's website at www.azd.uscourts.gov. Counsel is advised that they are limited to two (2) additional e-mail addresses in their District of Arizona User Account. (BAS) (This is a TEXT ENTRY ONLY. There is no.pdf document associated with this entry.)
16
01/04/2017
ANSWER to 1 Complaint by OneAZ Credit Union.
17
01/11/2017
INITIAL CASE STATUS REPORT / CASE SCHEDULING & PLANNINGSTATUS REPORT ORDER. Counsel for all parties must meet within 21 days from service of this order for purposes of jointly completing a scheduling and planning report. Within 28 days from service of this order, counsel for plaintiff shall serve and file the parties' report with the court. In the event the parties to this case are already actively engaged in settlement negotiations, counsel for plaintiff shall so advise the court within 7 days following the entry of this order, and shall specify the date by which the parties expect to conclude their settlement negotiations.
01/11/2017
PRO HAC VICE FEE PAID. $ 35, receipt number PHX180761 as to Carolyn H Cottrell. This is a TEXT ENTRY ONLY. There is no PDF document associated with this entry. (Text entry; no document attached.)
18
01/11/2017
ORDER pursuant to General Order 09-08 granting 13 Motion for Admission Pro Hac Vice. Per the Court's Administrative Policies and Procedures Manual, applicant has five (5) days in which to register as a user of the Electronic Filing System. Registration to be accomplished via the court's website at www.azd.uscourts.gov. Counsel is advised that they are limited to two (2) additional e-mail addresses in their District of Arizona User Account. (KAS) (This is a TEXT ENTRY ONLY. There is no.pdf document associated with this entry.)
19
02/08/2017
*REPORT of Rule 26(f) Planning Meeting by Thomas H Koon, Steven J Ross. *Modified to correct event on 2/9/2017
20
02/17/2017
NOTICE of Service of Discovery filed by OneAZ Credit Union.
21
02/20/2017
NOTICE of Service of Discovery filed by Thomas H Koon, Steven J Ross.
22
03/02/2017
SCHEDULING AND PLANNING ORDER: Discovery due by 2/16/2018. Dispositive motions due by 3/20/2018. See PDF document for all other deadlines. Signed by Judge John W Sedwick on 3/2/17.
23
03/02/2017
ORDER FROM CHAMBERS: In their Scheduling and Planning Conference Report at docket 19, the parties requested an immediate settlement conference. The clerk will please assign a magistrate judge from this district to hold a settlement conference as soon as reasonably possible.
24
03/15/2017
ORDER Settlement Conference set for 4/20/2017 at 09:30 AM in Courtroom 303, 401 West Washington Street, Phoenix, AZ 85003 before Magistrate Judge Michelle H Burns. See PDF for details. Signed by Magistrate Judge Michelle H Burns on 3/14/17.
25
03/30/2017
NOTICE re: Of Filing of Consent to Join Collective Action by Thomas H Koon, Steven J Ross.
26
04/20/2017
*AMENDED by Doc. 27 MINUTE ENTRY for proceedings held before Magistrate Judge Michelle H Burns: Settlement Conference held on 4/20/2017 and Telephonic Conference held on 4/21/2017. Settlement not reached as to attorney fees. Defendants will prepare a draft settlement agreement and tender to Plaintiffs within 14 days. The parties agree that the District Judge will retain jurisdiction over enforcement of the settlement agreement. Later on 4/21/2017 Settlement reached as to attorney fees. Parties to file motion for approval with the presiding judge within 30-days. (Recorded by COURTSMART.) Hearing held 9:30 AM to 4:03 PM(DXD) *Modified on 4/26/2017
27
04/20/2017
AMENDED MINUTE ENTRY for proceedings held before Magistrate Judge Michelle H Burns: Amending Doc. 26 MINUTE ENTRY. Settlement not reached as to attorney fees. Defendants will prepare a draft settlement agreement and tender to Plaintiffs within 14 days. The parties agree that the District Judge will retain jurisdiction over enforcement of the settlement agreement. (Recorded by COURTSMART.) Hearing held 9:30 AM to 4:03 PM.
28
04/21/2017
MINUTE ENTRY for proceedings held before Magistrate Judge Michelle H Burns: Telephonic Settlement Conference held on Later on 4/21/2017. Court continues settlement discussions with counsel for the parties by phone. Settlement reached as to attorney fees. Parties to file motion for approval with the presiding judge within 30-days. (Recorded by COURTSMART.)
29
05/19/2017
STIPULATION to Extend Deadline to File Motion for Preliminary Approval of Class Action Settlement (First Request) by Thomas H Koon, Steven J Ross.
1
Text of Proposed Order
1 Attachment
30
05/21/2017
ORDER pursuant to 29 Stipulation: The deadline for Plaintiffs to file their motion for preliminary approval of class actions settlement is continued from Monday May 22, 2017 to Tuesday June 6, 2017. Signed by Judge John W Sedwick on 5/21/17.
31
06/05/2017
STIPULATION to Extend Deadline to File Motion for Preliminary Approval of Class Action Settlement by Thomas H Koon, Steven J Ross.
1
Text of Proposed Order
1 Attachment
32
06/06/2017
ORDER pursuant to 31 Stipulation: The deadline for Plaintiffs to file their motion for preliminary approval of class action settlement is continued to 6/14/17. Signed by Judge John W Sedwick on 6/6/17.
33
06/14/2017
STIPULATION to Extend Deadline to File Motion for Preliminary Approval of Class Action Settlement (Third Request) by OneAZ Credit Union.
1
Text of Proposed Order
1 Attachment
34
06/16/2017
*MOTION Unopposed Motion and Memorandum of Points and Authorities in Support of Preliminary Approval of Settlement and Establishing Notice Procedures, MOTION to Certify Class by Thomas H Koon, Steven J Ross.
1
Exhibit A
2
Exhibit B
3
Exhibit C
4
Text of Proposed Order Proposed Order) *Modified to add motion on 6/19/2017 (DXD
4 Attachments
35
06/16/2017
DECLARATION of Carolyn Hunt Cottrell In Support of Plaintiff's Unopposed Motion for Preliminary Approval of Settlement, Preliminary Certification of Settlement Class, and Establishing Notice Procedures re: 34 MOTION Unopposed Motion and Memorandum of Points and Authorities in Support of Preliminary Approval of Settlement, Preliminary Certification of Settlement Class, and Establishing Notice Procedures by Plaintiffs Thomas H Koon, Steven J Ross.
36
06/26/2017
TEXT ORDER Setting Hearing on Motion 34 MOTION Unopposed and Memorandum of Points and Authorities in Support of Preliminary Approval of Settlement, Preliminary Certification of Settlement Class, and Establishing Notice Procedures and MOTION to Certify Class. The court will conduct a telephonic hearing with respect to preliminary approval of the parties' proposed settlement at 9:30 AM Alaska Time (10:30 AM Arizona Time) on Friday, July 7, 2017. To participate call 907-677-6247, access code 959992. This is a TEXT ENTRY ONLY. There is no PDF document associated with this entry.
37
07/10/2017
TEXT ORDER. The final approval hearing regarding settlement will be held October 17, 2017, at 9:30 AM Arizona time in a courtroom to be determined. This is a TEXT ENTRY ONLY. There is no PDF document associated with this entry.
38
07/07/2017
MINUTE ENTRY for proceedings held before Judge John W Sedwick: Motion Hearing held on 7/7/2017. Court and counsel heard re Court inclined to grant the parties motion at docket 34. Court to set a Final Approval Hearing the week of 10/16/2017. Court will issue Order by 7/10/2017. (Court Reporter Caroline Edmiston/Camille White.) Hearing held 9:34 AM to 9:49 AM (Alaska Daylight Time).
39
07/10/2017
ORDER re 34 MOTION PRELIMINARILY APPROVING SETTLEMENT, CERTIFYING SETTLEMENT CLASS, AND ESTABLISHING NOTICE PROCEDURES and 34 MOTION TO CERTIFY CLASS. See document. Signed by Judge John W Sedwick on 7/10/17.
40
07/19/2017
TEXT ORDER pursuant to 33 Stipulation: The stipulation at docket 33 is approved. This is a TEXT ENTRY ONLY. There is no PDF document associated with this entry.
41
09/27/2017
MOTION for Final Approval of Settlement, Certification of Settlement Class, Service Awards, and Attorneys' Fees and Costs (Unopposed) by Thomas H Koon, Steven J Ross.
1
Declaration of Carolyn Hunt Cottrell
2
Text of Proposed Order
2 Attachments
42
10/04/2017
NOTICE re: of Filing Declaration of Jennifer R. Yee re Administration of Settlement by OneAZ Credit Union re: 39 Order on Motion for Miscellaneous Relief, Order on Motion to Certify Class.
1
Exhibit
1 Attachment
43
10/12/2017
NOTICE of Appearance by Michael Craig McKay on behalf of Thomas H Koon, Steven J Ross.
44
10/12/2017
NOTICE of Attorney Withdrawal of Patrick J. Van Zanen and Nicole N. Coon as Counsel of Record for Plaintiffs filed by Carolyn H Cottrell.
45
10/17/2017
MINUTE ENTRY for proceedings held before Judge John W Sedwick: Motion Hearing held on 10/17/2017. ORDERED granting 41 Motion for final approval of settlement. Court will enter the order. APPEARANCES: Michael McKay for Plaintiffs. Josua Woodard and Jennifer Yee for Defendant (Court Reporter Elva Cruz-Lauer.) Hearing held 9:38 AM to 9:42 AM This is a TEXT ENTRY ONLY. There is no PDF document associated with this entry.
46
10/17/2017
TRANSCRIPT REQUEST by Thomas H Koon, Steven J Ross for proceedings held on 10/17/2017, Judge John W Sedwick hearing judge(s).
47
10/18/2017
ORDER GRANTING FINAL APPROVAL OF SETTLEMENT, CERTIFICATION OF SETTLEMENT CLASS, SERVICE AWARDS, AND ATTORNEYS' FEES AND COSTS - The Court grants certification of the Settlement Class, in accordance with the Settlement, for purposes of this Settlement only. The Court designates Plaintiffs Thomas H. Koon and Steven J. Ross as the Class Representatives. For the purpose of facilitating settlement, the Court designates Carolyn Hunt Cottrell of Schneider Wallace Cottrell Konecky Wotkyns LLP as Class Counsel. The Court finds that the requested service awards for Plaintiffs' Thomas H. Koon and Steven J. Ross are fair, reasonable and appropriate. Accordingly, the Court approves payment of $5,000.00 as a service award to Plaintiff Thomas H. Koon and payment of $5,000.00 as a service award to Plaintiff Steven J. Ross. The Court finds that the requested award of Plaintiffs' attorneys' fees and costs is fair, reasonable and appropriate. Accordingly, the Court approves payment of $75,000 for of attorneys' fees and costs payment to Schneider Wallace Cottrell Konecky Wotkyns LLP as Class Counsel. The Court adopts a schedule for implementation of the settlement, established in the Order Preliminarily Approving Settlement, Certifying Settlement Class, and Establishing Notice Procedures. The Court retains jurisdiction with respect to all matters arising from or related to the implementation of the settlement Agreement and Release and/or this Order. The Court will separately enter a Judgment and Dismissal of this Action with prejudice consistent with the terms of this Order. See Order for details. Signed by Judge John W Sedwick on 10/17/17.
48
11/02/2017
ORDER FROM CHAMBERS - It is hereby ADJUDGED that this case is dismissed on the terms set out in the Order at Docket [47]. The Clerk will please close this case.
49
11/08/2017
NOTICE OF FILING OF OFFICIAL TRANSCRIPT of Motion Hearing Proceedings held on 10/18/2017, before Judge John W. Sedwick. (Court Reporter: Elva Cruz-Lauer). The ordering party will have electronic access to the transcript immediately. All others may view the transcript at the court public terminal or it may be purchased through the Court Reporter/Transcriber by filing a Transcript Order Form on the docket before the deadline for Release of Transcript Restriction. After that date it may be obtained through PACER. Redaction Request due 11/29/2017. Redacted Transcript Deadline set for 12/11/2017. Release of Transcript Restriction set for 2/6/2018.
50
11/13/2017
NOTICE OF FILING OF OFFICIAL AMENDED TRANSCRIPT of Motion Hearing Proceedings held on 10/17/2017, before Judge John W. Sedwick. (Court Reporter: Elva Cruz-Lauer). Amended to correct date of proceeding on title page. The ordering party will have electronic access to the transcript immediately. All others may view the transcript at the court public terminal or it may be purchased through the Court Reporter/Transcriber by filing a Transcript Order Form on the docket before the deadline for Release of Transcript Restriction. After that date it may be obtained through PACER. Redaction Request due 12/4/2017. Redacted Transcript Deadline set for 12/14/2017. Release of Transcript Restriction set for 2/12/2018.
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