1

IN THE CIRCUIT COURT OF THE 13TH JUIDICIAL CIRCUIT INAND FOR HILLSBOROUGH COUNTY, FLORIDA

ALIA BAPTISTE, on behalf of herself and all others similarly situated,

Plaintiff,

vs. GTE FEDERAL CREDIT UNION D/B/A GTE FINANCIAL,

Defendant.

CIRCUIT CIVIL DIVISION Case No.: 20-CA-002728 Division D

PLAINTIFF’S UNOPPOSED MOTION FOR FINAL APPROVAL OF CLASS SETTLEMENT AND CLASS COUNSELS’ APPLICATION

FOR AWARD OF ATTORNEYS’ FEES, COSTS AND SERVICE AWARD

Plaintiff, Alia Baptiste, on behalf of herself and all others similarly situated, and Class

Counsel, pursuant to Fla. R. Civ. P. 1.220, file this Unopposed Motion for Final Approval of Class

Settlement and Class Counsel’s Application for Award of Attorneys’ Fees, Costs and Service

Award and respectfully request Final Approval of the class settlement embodied in the Settlement

Agreement1, attached has Exhibit A, and for an award of attorneys’ fees and costs to Class Counsel

and Service Award to Plaintiff. In support of this motion, Plaintiff files a Joint Declaration of Class

Counsel Jeff Ostrow and Jeffrey Kaliel (Joint Decl.), attached as Exhibit B, and a Declaration of

Robert Coomes, the Settlement Administrator (Admin Decl.), attached as Exhibit C.

The Settlement, which provides substantial benefits to Settlement Class Members,

includes: (a) a $975,000.00 common cash Settlement Fund; (b) forgiveness of $203,921.00 in

Uncollected Multiple Fees; and (c) valuable revisions to GTE’s Account disclosures to better

1 All terms capitalized herein have the same meanings as those in the Agreement.

Filing # 127402256 E-Filed 05/24/2021 02:47:37 PM

2

inform Account Holders and future credit union members of how the account fees at issue are

assessed. If approved, the Settlement will result in approximately 53% of the Settlement Class’

probable recoverable damages and will resolve the Action in its entirety. The Settlement is fair,

adequate, and reasonable and easily merits Final Approval.

In addition to approval of the Settlement, Class Counsel request a Service Award in the

amount of $5,000.00 for Plaintiff to compensate her for the time she spent and the risk she incurred

serving as the Class Representative. Further, Class Counsel request that the Court award attorneys’

fees of $392,973.63, an amount equivalent to 33.33% of the Value of the Settlement, as

compensation for their efforts in investigating, prosecuting and successfully resolving the Action,

as well as the reimbursement of $16,340.92 in litigation costs reasonably and necessarily incurred.

To date, no Settlement Class Member has objected to the Settlement, including the request

for attorneys’ fees, costs and the Service Award, and no Settlement Class member has opted-out.

Further, GTE supports Final Approval of the Agreement and does not oppose the attorneys fee,

costs, and Service Award requests.

In light of the excellent results achieved for the Settlement Class, Plaintiff respectfully

requests that the Court: (a) grant Final Approval to the Settlement as fair, adequate and reasonable,

finding that the Notice Program was carried out in accordance with the Preliminary Approval

Order; (b) certify the Settlement Class pursuant to Florida Rule of Civil Procedure 1.220(b)(2) and

(3); (c) reaffirm the appointment of Class Counsel Jeff Ostrow, Jonathan Streisfeld, and Jeffrey

Kaliel; (d) reaffirm the Plaintiff as Class Representative to represent the Settlement Class; (e)

approve an award to Class Counsel of attorneys’ fees in the amount of $392,973.63 and costs in

the amount of $16,340.92; (f) grant a $5,000.00 Service Award for Plaintiff; and (g) order such

other and further relief as the Court deems just and proper. A Proposed Final Order Approving

3

Class Settlement and Certifying Settlement Class is attached hereto as Exhibit D.

I. RELEVANT BACKGROUND

A. Fact Alleged in the Complaint

This case is a class action focused on GTE’s practice of assessing Multiple Fees, including

NSF Fees and UCF Fees, on a single item. The March 24, 2020 Complaint alleges that GTE

assesses multiple $35.00 NSF Fees and/or UCF Fees on the same returned ACH debit or check

when the Account lacks sufficient funds and the debit item or check is re-presented for payment.

After GTE returns the ACH payment or check for insufficient funds and charges a NSF Fee, the

merchant may re-present that ACH payment or check for payment up to three times. GTE is

obligated to process each presented ACH payment or check, and each time it does so, it charges

an NSF Fee when it returns the ACH payment or check due to insufficient funds or charges an

UCF Fee when it chooses to pay the item against insufficient funds. However, under the terms of

Plaintiff’s Account Agreement, GTE was permitted to charge only one NSF Fee or UCF Fee per

debit item or check, regardless of how many times it was re-presented for payment. The Complaint

alleged a claim for breach of contract and breach of the covenant of good faith and fair dealing.

The Complaint also alleged, inter alia, entitlement to monetary damages, interest, attorneys’ fees,

and costs. GTE contends it is allowed to charge a new NSF Fee and/or UCF Fee each time it

returns the debit item or check for insufficient funds and denies that its Multiple Fee assessment

practice breaches its Account Agreement with its members or otherwise violates the law.

B. Procedural Background

Prior to filing the Complaint, Class Counsel spent many hours investigating the factual

and legal bases for Plaintiff’s claims; interviewing Plaintiff to gather information about GTE’s

conduct and its impact on consumers; and reviewing Plaintiff’s Account documents. Joint Decl. ¶

4

4. This information was essential to Class Counsel’s ability to understand the nature of the conduct

at issue, the language of the Account agreement and other documents at issue, and potential

remedies. Id. Class Counsel also expended significant resources researching and developing the

legal claims before the Complaint was filed and throughout the litigation. Id. ¶ 5. Plaintiff also

served interrogatories and document requests on GTE. Id. ¶ 8.

On April 30, 2020, GTE moved to dismiss and simultaneously moved to stay discovery

pending a ruling on the motion, to which Plaintiff filed her opposition on June 4, 2020. While the

motion to dismiss was pending, Plaintiff submitted to the Court several notices of supplemental

authority in support of her opposition. The Court held a hearing on June 11, 2020. At the Court’s

request, the parties submitted closing briefing on motion to dismiss and proposed orders. On July

8, 2020, the Court denied the motion to dismiss.

GTE filed its Answer and Affirmative defenses on July 28, 2020. GTE served written

responses and objection to Plaintiff’s interrogatories and document request on August 7, 2020. Id.

¶ 10. GTE also produced documents responsive to Plaintiff’s discovery requests and comprised of

approximately 800 pages of documents relating to Plaintiff’s Account, as well as Account

agreements and fee schedules used by GTE during the Class Period. Id. ¶ 12.

Thereafter, the Parties’ counsel began to discuss the prospect of settlement. Id. ¶ 13. The

Parties agreed that GTE would supply data to Class Counsel to determine the measure of damages

and that they would set a date to mediate. Id. The Parties agreed to a mediation on January 29,

2021. Id. In advance of mediation, GTE provided Class Counsel an analysis of its account

transactional data, along with the transactional data supporting the analysis, to estimate damages

for the entirety of the Class Period. Id.

Class Counsel spent significant resources preparing for mediation to ensure that the class’s

5

interests would be protected. Id. Class Counsel is familiar with the claims, as they have litigated

many other cases with similar factual and legal issues. Id. ¶ 6. Class Counsel has experience in

understanding the damages at issue; what information is critical to determine Settlement Class

membership; and what data is required to calculate Settlement Class members’ respective

damages. Id.

On January 29, 2021, the Parties met for a full-day video mediation before Mediator Brett

J. Preston. Id. ¶¶ 13-14. Class Counsel entered the mediation fully informed of the merits of

Settlement Class members’ claims and negotiated the proposed Settlement while zealously

advancing the position of Plaintiff and Settlement Class members and being fully prepared to

continue to litigate rather than accept a settlement that was not in Plaintiff’s and the Settlement

Class’s best interests. Id. ¶16. Upon the conclusion of the mediation, the Parties agreed on the

material terms of the Settlement, which were memorialized in a term sheet. Id. ¶ 15. The Parties

did not discuss attorneys’ fees or the Service Award until after agreeing on the material Settlement

terms. Id. ¶23.

Thereafter, the Parties negotiated the comprehensive Settlement Agreement, which was

fully executed on February 16, 2021. Id. ¶ 15 Plaintiff filed a Motion for Preliminary Approval of

the Settlement on February 19, 2021, and the Court entered an Order Preliminarily Approving

Class Settlement and an Amended Order Preliminary Approving Class Settlement on February 26,

2021, and March 4, 2021, respectively.

II. THE COURT SHOULD GRANT FINAL APPROVAL TO THE SETTLEMENT

To conclude the Settlement on a classwide basis, the Florida Rules of Civil Procedure

require notice to the Settlement Class, a fairness hearing, and this Court’s final approval.

“Settlement has special importance in class actions with their notable uncertainty, difficulties of

6

proof, and length. Settlements of complex cases contribute greatly to the efficient utilization of

scarce judicial resources and achieve the speedy resolution of justice[.]” Turner v. Gen. Elec. Co.,

No. 2:05-CV-186-FTM-99DNF, 2006 WL 2620275, at *2 (M.D. Fla. Sept. 13, 2006) (internal

quotation omitted). For these reasons, “[p]ublic policy strongly favors the pretrial settlement of

class actions.” In re U.S. Oil & Gas Litig., 967 F.2d 489, 493 (11th Cir. 1992).2

At the final approval hearing, after notice to the class and time and opportunity for absent

class members to object or otherwise be heard, the Court considers whether the settlement “is fair,

adequate, and reasonable and is not the product of collusion between the parties.” Bennett v.

Behring Corp., 737 F.2d 982, 986 (11th Cir. 1984) (citation omitted); Nelson v. Wakulla Cnty.,

985 So. 2d 564, 570 (Fla. 1st DCA 2008). The court is “not called upon to determine whether the

settlement reached by the parties is the best possible deal, nor whether class members will receive

as much from a settlement as they might have recovered from victory at trial.” Dasher v. RBC

Bank United States (In re Checking Account Overdraft Litig.), No. 1:09-MD-02036-JLK, 2020

U.S. Dist. LEXIS 142012, at *26-27 (S.D. Fla. Aug. 10, 2020). Analysis of the factors governing

final approval here compels the conclusion that the Court should grant Final Approval to the

proposed Settlement.

A. The Settlement Class and a Summary of Its Terms

The Settlement provides meaningful immediate relief in the form of direct cash payments,

the discharge of debt, and future injunctive relief to the Settlement Class, defined as:

All current and former GTE consumer share draft members in the United States who were charged Multiple Fees during the Class Period.

2 “Florida’s class action rule, Rule 1.220, is based on Federal Rule of Civil Procedure 23, and this court may look to federal cases as persuasive authority in the interpretation of rule 1.220.”

Bawtinhimer v. D.R. Horton, Inc., 161 So. 3d 539, 540 (Fla. 5th DCA 2014).

7

Agreement § 46. The Class Period is from March 24, 2015, through February 12, 2021. Id. § 14.

1. Cash Benefits, Allocation and Distribution of Settlement Fund, and Residual Funds

GTE has agreed to establish a $975,000.00 cash Settlement Fund for the benefit of the

Settlement Class. Agreement §56. As per the Agreement, the Settlement fund was fully and timely

funded by GTE into an Escrow Account controlled by the Settlement Administrator on March 4,

2021. Joint Dec. ¶ 20. The Settlement Fund will be used to pay Settlement Class Member

Payments, Settlement Administration Costs, any attorneys’ fees and costs that the Court may

award to Class Counsel, and any Service Award for the Class Representative. Id.

Within 30 days of the Effective Date, the Settlement Fund will be distributed to Settlement

Class Members according to the plan set out in the Agreement. Id. §§ 78-89. Each Settlement Class

Member Payment will be determined using the following methodology: All Accounts held by

Settlement Class Members will be identified for which GTE assessed Multiple Fees during the

Class Period; Multiple Fees will be totaled for each Account; and the Net Settlement Fund will be

allocated pro rata to the Settlement Class Members based on their number of Relevant NSF Fees.

Id. § 81. The Settlement Administrator shall divide the total Net Settlement Fund amount by the

total amount of all Settlement Class Members’ Relevant NSF Fees, which shall yield the “Pro Rata

Percentage.” Id. § 82. Each Settlement Class Members’ Pro Rata Percentage will be multiplied by

the Net Settlement Fund amount, which yields a Pre-Adjustment Payment Amount for each

Settlement Class Member. Id. § 83. The only exception is that if any Settlement Class Member’s

pro rata share is less than $5.00, that Settlement Class Member’s Payment amount shall be adjusted

upward to $5.00. Id. § 84.

Settlement Class Member Payments to Current Account Holders shall be made first by

account credits, or by mailing a standard size check if it is not feasible or reasonable to pay by

8

account credit. Id. § 86. GTE shall notify Current Account Holders of any such credit on the

Account statement on which the credit is reflected by stating “Multiple Fee Refund” or something

similar. Id. GTE will bear any costs associated with implementing said Account credits and

notification. Id. Settlement Class Member Payments to Former Account Holders shall be made by

mailing a check, which shall be accomplished by the Settlement Administrator. Id. § 87.

The Net Settlement Fund amount attributable to uncashed or returned checks shall be held

by the Settlement Administrator for up to one year from the date that the first distribution check is

mailed. Id. § 88. During this time the Settlement Administrator shall make a reasonable effort to

locate intended recipients of Settlement funds whose checks were returned (such as by running

addresses of returned checks through the Lexis/Nexis database that can be utilized for such

purpose) to effectuate delivery of such checks. Id. The Settlement Administrator shall make only

one such additional attempt to identify updated addresses and re-mail or re-issue a distribution

check to those for whom an updated address was obtained. Id.

2. Forgiveness of Uncollected Multiple Fees

Within 30 days of the Effective Date, Defendant shall forgive all Uncollected Multiple

Fees in the amount of $203,921.00, that were assessed, but were not paid by Settlement Class

Members. Id. §§ 53, 89. Further, Defendant shall use its best efforts to update any negative

reporting to Chexsystems or credit reporting agencies with respect to Settlement Class Members

who receive forgiveness of Uncollected Multiple Fees. Id. § 89.

3. Changes in Account Disclosures

As a result of this Action, GTE has agreed to revise its Account disclosures to better inform

its accountholders of its overdraft practices, including when Multiple Fees may be assessed. Id. §

60. This change inures to the benefits of Settlement Class Members and other credit union

9

members and has resulted in, and will continue to result in, substantial savings. Joint Decl. ¶ 19.

4. Settlement Administrator and Settlement Administration Costs

The Court previously approved Epiq Class Action & Claims Solutions as the Settlement

Administrator, a nationally recognized and experienced class action administrator. Agreement §

45; Joint Decl. ¶ 47. Following Preliminary Approval, the Settlement Administrator received the

Settlement Class list and completed the Notice Program. Joint Decl. ¶ 47. The Settlement

Administer continues to work closely with counsel for the Parties in administering the Settlement

pursuant to the terms of the Agreement and requirements of the Preliminary Approval Order. Id.

All costs of the Settlement Administrator, estimated to be $65,000.00, are being paid from the

Settlement Fund. Id.

5. Residual Funds

Within one year after the date the Settlement Administrator mails the first Settlement Class

Member Payment, any remaining amounts resulting from uncashed checks shall be distributed

after Court approval to a cy pres recipient or recipients. Id. § 90. The Parties shall propose as a cy

pres recipient or recipients an entity or entities that work to promote financial literacy. Id.

6. Settlement Release

The Agreement includes a release from the Plaintiff and all Settlement Class Members of

the Released Claims that are defined as claims arising out of and/or relating to the facts and claims

alleged in the Complaint, and any other claims relating to Multiple Fees assessed against said Class

Members. Agreement § 91. Each Settlement Class Member is barred and permanently enjoined

from bringing on behalf of themselves, or through any person purporting to act on their behalf or

purporting to assert a claim under or through them, any of the Released Claims against GTE in

any forum, action, or proceeding of any kind. Id. § 92.

10

B. The Court Should Grant Final Approval of The Settlement

The Class Representative and Class Counsel now seek Final Approval of the Settlement.

“There is a strong judicial policy favoring the pretrial settlement of class actions.” Lee v. Ocwen

Loan Servicing, LLC, 2015 WL 5449813, at *4 (S.D. Fla. Sept. 14, 2015); see also In re U.S. Oil

& Gas Litig., 967 2d 489,493 (11th Cir. 1992) (“Public policy strongly favors the pretrial

settlement of class action Actions”); Cotton v. Hinton, 559 F.2d 1326, 1331 (5th Cir. 1977)

(“Particularly in class action suits, there is an overriding public interest in favor of settlement”).

The Settlement was negotiated after a period of litigation which included resolving a

motion to dismiss, exchanging discovery, and mediation. Joint Decl. ¶¶ 8-13. It is readily apparent

from the record that the Settlement was based on arms-length negotiations and the complete

absence of any collusion based on, among other things: (i) the amount of time it took to negotiate

the Settlement; (ii) the due diligence performed by Class Counsel; (iii) the vigorous representation

by counsel for each side advocating the positions and interests of their respective clients; and (iv)

the terms of the Settlement itself. See id.

C. The Settlement is Fair, Reasonable, and Adequate

“[T]o approve a class action settlement, the trial court must find that the agreement was

fair, reasonable, and adequate.” Grosso v. Fid. Nat’l Title Ins. Co., 983 So. 2d 1165, 1173 (Fla. 3d

DCA 2008). Moreover, where the parties “seek certification of the class and approval of their

settlement simultaneously, the trial court is required to apply heightened scrutiny.” Id. at 1170.

In doing so, the factors a trial court should consider when determining whether to approve

a class action settlement include: “(1) the complexity and duration of the litigation; (2) the reaction

of the class to the settlement; (3) the stage of the proceedings; (4) the risk of establishing liability;

(5) the risk of establishing damages; (6) the risk of maintaining a class action; (7) the ability of the

11

defendant to withstand a greater judgment; (8) the reasonableness of the settlement in light of the

best recovery; and (9) the range of reasonableness of the settlement in light of all the attendant

risks of litigation.” Id. at 1173-74. Each of these factors favors granting Final Approval here.

Further, a Court should give “great weight to the recommendations of counsel for the

parties, given their considerable experience in this type of litigation.” Warren v. Tampa, 693 F.

Supp. 1051, 1060 (M.D. Fla. 1988). This Court has already found that Class Counsel and the Class

Representative will adequately represent the Settlement Class and its conclusion was warranted.

See Amended Preliminary Approval Order at pp. 2-3. Based on decades of combined experience

litigating challenges to financial institutions’ fee assessment practices, it is Class Counsel’s

informed opinion that the Settlement is fair, reasonable, adequate and in the best interests of the

Settlement Class. Joint Decl. ¶¶ 28,41; see also In re Domestic Air Transp. Antitrust Litig., 148

F.R.D. 297, 312-13 (N.D. Ga. 1993) (“In determining whether to approve a proposed settlement,

the Court is entitled to rely upon the judgment of the parties’ experienced counsel. ‘The trial judge,

absent fraud, collusion, or the like, should be hesitant to substitute its own judgment for that of

counsel.’” (quoting Cotton v. Hinton, 559 F.2d 1326, 1330 (5th Cir. 1977)); Behrens v. Wometco

Enters. Inc., 118 F.R.D. 534, 544 (S.D. Fla. 1988) (counsel’s informed judgment as to the strengths

and weaknesses of the claims asserted is important to effectively evaluate the settlement).

1. Complexity and Duration of the Action

This Action involves complex issues that have been well litigated as described herein. Joint

Decl. ¶¶ 33. Throughout, GTE vigorously defended itself and denied liability, with the open central

issue of whether the Account agreement should be construed in the Settlement Class’s favor still

unresolved. Id. ¶ 17, 33. Litigating these claims further would have undoubtedly proven difficult

and consumed even more significant time, money, and judicial resources. Id. Even if Plaintiff

12

ultimately prevailed in the Action, that success would likely benefit the class only after years of

trial and appellate proceedings and the expenditure of thousands of dollars by both sides. Id. ¶ 27;

Lee, 2015 U.S. Dist. LEXIS 121998, at *26 (citing In re Oil Spill by Oil Rig Deepwater Horizon

in Gulf of Mex., 910 F. Supp. 2d 891, 932 (E.D. La. 2012) (“Even assuming litigation could obtain

the results that this Settlement provides, years of litigation would stand between the class and any

such recovery. Hence, this…factor weighs strongly in favor of granting final approval to the

Settlement Agreement.”)). In contrast, the Settlement saves the Court and the Parties’ resources

and provides immediate relief to the Settlement Class Members. These benefits come without the

expense, uncertainty, and delay of continued and indefinite litigation.

The Court should consider the vagaries of litigation and compare the significance of immediate recovery by way of the compromise to the mere possibility of relief in the future, after protracted and expensive litigation. In this respect, it has been held proper to take the bird in the hand instead of a prospective flock in the bush.

Lipuma v. American Express Co., 406 F. Supp. 2d 1298, 1323 (S.D. Fla. 2005); In re U.S. Oil &

Gas Litig., 967 F.2d at 493 (complex litigation “can occupy a court’s docket for years on end,

depleting the resources of the parties and taxpayers while rendering meaningful relief increasingly

elusive”). In light of the costs, uncertainties, and delays of litigating through trial—to say nothing

of an appeal— “the benefits to the class of the present settlement become all the more apparent.”

See Ressler v. Jacobson, 822 F. Supp. 1551, 1555 (M.D. Fla. 1992).

2. Reaction of the Settlement Class

The Settlement Class fully endorses and supports the Settlement. Joint Decl. ¶ 53.

Following the successful Notice Program, as discussed hereinbelow, the Settlement Class had

ample opportunity to opt-out or object to the Settlement. As of the date of the filing of this motion,

no one in the Settlement Class has opted-out or objected. Id. The deadline to request exclusion

from the Settlement or to object to the Settlement is June 8, 2021. See Agreement § 32. Should

13

any objections be timely filed, Class Counsel will notify the Court the Court before Final Approval

and explain why they should be overruled. The same is true if anyone opts-out.

3. The Stage of the Proceedings

Courts consider “the degree of case development that class counsel have accomplished

prior to settlement” to ensure that “counsel had an adequate appreciation of the merits of the case

before negotiating.” In re Gen. Motors Pick-up Truck Fuel Tank Prods. Liab. Litig., 55 F.3d 768,

813 (3d Cir. 1995). At the same time, “[t]he law is clear that early settlements are to be encouraged,

and accordingly, only some reasonable amount of discovery should be required to make these

determinations.” Ressler, 822 F. Supp. at 1555. The case settled at a time following Plaintiff’s

success on the motion to dismiss, as well after a thorough exchange of formal and informal

discovery. Joint Decl. ¶ 18. Based upon Class Counsel’s experienced, this was an appropriate time

to negotiate a classwide settlement. Id.

4. The Risk of Establishing Liability

While Plaintiff and Class Counsel firmly believe the claims would have resulted in

certification of a litigation class and favorable adjudication on the merits, whether on summary

judgment or at a trial, GTE continues to assert that its fee assessment practices are not unlawful

and could ultimately avoid liability. Id. ¶ 30. Accordingly, there remains a risk that Plaintiff would

not ultimately be able to establish liability on her claims. Id. In determining whether a settlement

is fair given the potential range of recovery, the Court should be guided by “the fact that a proposed

settlement amounts to only a fraction of the potential recovery does not mean the settlement is

unfair or inadequate.” Behrens v. Wometco Enters., Inc., 118 F.R.D. 534, 542 (S.D. Fla. 1988),

aff’d, 899 F.2d 21 (11th Cir. 1990). Indeed, “[a] settlement can be satisfying even if it amounts to

a hundredth or even a thousandth of a single percent of the potential recovery.” Id. This is because

14

a settlement must be evaluated “in light of the attendant risks with litigation.” Thompson v.

Metropolitan Life Ins. Co., 216 F.R.D. 55, 64 (S.D.N.Y. 2003); see also Bennett, 737 F.2d at 986

(“[C]ompromise is the essence of settlement.”).

5. The Risk of Establishing Damages

When considering the question of possible recovery, the focus is on the possible recovery

at trial. Montoya v. PNC Bank, N.A., No. 14-20474-CIV-GOODMAN, 2016 U.S. Dist. LEXIS

50315 *11 (S.D. Fla. April 13, 2016). “The Court’s role is not to engage in a claim-by-claim,

dollar-by-dollar evaluation, but rather, to evaluate the proposed settlement in its totality.” Lipuma,

406 F. Supp. 2d at 1323. And the existence of strong defenses to the claims presented makes the

possibility of a low recovery reasonable. Id.; see also Behrens, 118 F.R.D. at 542 (“A settlement

can be satisfying even if it amounts to a hundredth or even a thousandth of a single percent of the

potential recovery.”). The risk of establishing damages in this Action was not insignificant. Joint

Decl. ¶ 27. Although GTE kept detailed records establishing the amounts paid by members of the

Settlement Class, there was no assurance that a jury or the Court would have found in favor of the

Settlement Class and awarded the full amounts claimed as owed. Id. ¶ 24.

6. The Risk of Maintaining a Class Action

While Class Counsel are confident about obtaining class certification in the absence of the

Settlement, GTE would certainly challenge class certification. Id. ¶ 31. Even if class certification

had been granted, GTE would undoubtedly have pursued an interlocutory appeal, creating

continued risk of an adverse result. Id. ¶ 32.

7. The Ability of GTE to Withstand a Greater Judgment

GTE may be able to withstand a greater judgment than the amount being paid through the

Settlement. However, this factor is not dispositive because the amount being paid now by GTE

15

through the Settlement is 53% of the best possible outcome. Id. ¶ 33.

8. The Reasonableness of the Settlement in Light of the Best Recovery

The Settlement is reasonable because it provides immediate relief for many Settlement

Class Members by securing cash benefits in the amount of $975,000.00 and forgiveness of

$203,921.00, which collectively is a total Value of the Settlement of 53% of the best-case scenario.

Further, there is real future value in the modification of GTE’s Account disclosures, as credit union

members will now make more informed decisions when making transactions knowing that they

may incur Multiple Fees. Id. ¶ 19.

9. The Range of Reasonableness of The Settlement in Light of All the Attendant Risks of Litigation

The Settlement is eminently reasonable in the face of all the attendant risks of litigation,

which include GTE’s: (i) successfully opposing class certification; (ii) successfully appealing a

class certification order; (iii) successfully prevailing on a post-certification summary judgment

motion; (iv) prevailing at trial; or (v) successfully appealing a post-certification summary

judgment or post-trial judgment. Id. ¶ 31. Moreover, even if the class were certified and prevailed

on the merits, it would still take years to slog through the trial court and the various appeals (e.g.,

the class certification order and final judgment). Id. ¶ 32. The Settlement eliminates all of those

risks and the years of delays by getting the Settlement Class Members their money now. Id.

D. The Notice Program Surpasses What the Law Requires

Pursuant to the Preliminary Approval Order, the Parties properly completed the Notice

Program, which more than satisfied the requirements of law. Id. ¶ 50. Florida Rule of Civil

Procedure 1.220(d)(2) requires that, upon certification of a class, notification be provided “by the

party asserting the existence of the class to all the members of the class ... in the manner determined

by the court to be most practicable under the circumstances.” Moreover, that notice “shall inform

16

each member of the class that (A) any member of the class who files a statement with the court by

the date specified in the notice asking to be excluded shall be excluded from the class, (B) the

judgment, whether favorable or not, will include all members who do not request exclusion, and

(C) any member who does not request exclusion may make a separate appearance within the time

specified in the notice.” Id.

“The notice must explain the class member’s rights to stay in the lawsuit or opt out, but it

should be balanced, neither encouraging nor discouraging the class members from exercising one

option or another.” Nelson, 985 So. 2d at 577 (citing Hoffmann-La Roche Inc., 493 U.S. 165

(1989)). “The notice must be worded concisely and clearly, in plain, easily understood language;

it should be drafted in a way that it is understandable by the people to whom it is directed.” Id.

Further, Fla. R. Civ. P. 1.220(e) states: “Notice of any proposed voluntary withdrawal,

dismissal, or compromise shall be given to all members of the class as the court directs.” Here, in

an effort to comply with the Florida Rules of Civil Procedure, and the Federal Rules of Civil

Procedure on which they are based, Plaintiff and Class Counsel sought to provide the best

practicable notice that is “reasonably calculated, under all the circumstances, to apprise interested

parties of the pendency of the action and afford them an opportunity to present their objections.”

Mullane v. Cent. Hanover Bank & Trust Co., 339 U.S. 306, 314 (1950). To satisfy this standard,

“[n]ot only must the substantive claims be adequately described but the notice must also contain

information reasonably necessary to make a decision to remain a class member and be bound by

the final judgment or opt out of the action.” Twigg v. Sears, Roebuck & Co., 153 F.3d 1222, 1227

(11th Cir. 1998) (internal quotation marks omitted); see also Manual for Compl. Lit., § 21.312

(listing relevant information).

The Notice Program satisfies all criteria listed above. It was designed to inform all

17

members of the Settlement Class of: a description of the material terms of the Settlement; a date

by which Settlement Class members may exclude themselves from, or opt-out of, the Settlement

Class; a date by which the Settlement Class Members may object to the Settlement; the date on

which the Final Approval Hearing is scheduled to occur; and the address of the Settlement Website

at which Settlement Class members may access this Agreement and other related documents and

information. Agreement § 66.

The Notice Program was timely completed in accordance with the Court’s instructions in

the Preliminary Approval Order. Joint Decl. ¶ 50; Admin Decl. ¶ 2, 6-12. The program consisted

of three parts: (1) Email Notice to Account Holders for whom GTE maintains email addresses; (2)

Postcard Notice to Account Holders for whom GTE does not have a valid email address and those

who were sent an email that was returned undeliverable; and (3) Long Form Notice, available on

the Settlement Website and which the Settlement Administrator mailed to any Settlement Class

member who requested it. Joint Decl. ¶ 50; Admin Decl. ¶¶ 6-12; Agreement § 26.

The Notice Program was consistent with other notice programs that the Settlement

Administrator has implemented for similar settlements that have received final approval, and

achieved each of the planned objectives: direct contact information for potential Settlement Class

members was identified from GTE’s internal records; Notice was sent; and each of the forms of

the Notice was designed to be noticeable, clear, simple, substantive, and informative, with no

significant or required information missing. Joint Decl. ¶ 50; Admin Decl. ¶¶ 6-12.

The Settlement Administrator disseminated 20,408 Email Notices to potential Settlement

Class members with a valid email address. Admin Decl. ¶ 6. After completion of the initial Email

Notice effort, 2,566 emails were received back as undeliverable. Admin Decl. ¶ 8. For each

Settlement Class member whose email address was received back as undeliverable, the Settlement

18

Administrator sent a Postcard Notice to those Settlement Class member with a valid physical

mailing address. Admin Decl. ¶ 8. The Settlement Administrator also sent 945 Summary Postcard

Notices by USPS First Class Mail to potential Settlement Class members with a physical mailing

address and without a valid email address. Admin Decl. ¶ 10. The Notice Program reached 99.8%

of potential Settlement Class members. Admin Decl. ¶ 12.

Moreover, as part of the Notice Program, the Settlement Administrator launched the

Settlement Website (www.BaptisteFeeLitigation.com), that potential members of the Settlement

Class could visit to obtain additional information about the proposed Settlement, as well as

important documents, including the Long Form Notice, the Long Form Notice in Spanish, the

Postcard Notice, Settlement Agreement, Preliminary Approval Order, and any other relevant

information that the parties agree to provide or that the Court may require. Admin Decl. ¶ 13. The

Settlement Website also contains a summary of options available to Class Members, deadlines to

act, and provides answers to frequently asked questions. Admin Decl. ¶ 13. As of the date of this

Motion, the Settlement Website has been visited by 894 unique visitors and 1,350 website pages

have been viewed. Admin Decl. ¶ 14.

The Settlement Administrator also established a 24-hour toll-free interactive Voice

Response Unit (“VRU”) to provide information about the Settlement. Admin Decl. ¶ 15. Upon

calling the toll-free VRU, callers are provided with scripted information about the Settlement in

the form of recorded answers to frequently asked questions. Admin Decl. ¶ 15. The toll-free

number was included in the Postcard Notice and Email Notice sent to members of the Settlement

Class. Admin Decl. ¶ 15. As of May 19, 2021, the toll-free number has received 152 calls

representing 453 total minutes. Admin Decl. ¶ 16.

19

III. CLASS ACTION CERTIFICATION SHOULD BE GRANTED

Pursuant to the Agreement, Class Representative and Class Counsel jointly request entry

of a Final Approval Order certifying the Settlement Class pursuant to Fla. R. Civ. P. 1.220(a)(2)

and (3). The Court has already preliminarily approved the Settlement Class. Amended Preliminary

Approval Order at pp. 2-7. For the reasons discussed below, Class Representative and Class

Counsel urge the Court to find that the Settlement Class meets the standards for class certification

for settlement purposes. GTE also supports class certification for settlement purposes only.

A. Class Certification Requirements

Class actions in Florida state court are governed by Fla. R. Civ. P. 1.220. The Florida

Supreme Court has held that all proponents of class certification must satisfy the four prerequisites

detailed in Fla. R. Civ. P. 1.220(a) (i.e., numerosity, commonality, typicality, adequacy) as well as

one of the three subdivisions of Rule 1.220(b). Sosa v. Safeway Premium Fin. Co., 73 So. 3d 91,

106-07 (Fla. 2011) (interpreting Rule 1.220(a) and (b)). It also held that “[a] trial court should

resolve doubts with regard to certification in favor of certification.” Id. at 105. The Class

Representative meets each of the class certification requirements concerning the Complaint and

seek certification under subdivision Rule 1.220(b)(2) and (3).

Numerosity: The movant must demonstrate the members of the class are so numerous that

separate joinder of each member is impractical. See Fla. R. Civ. P. 1.220(a)(1). “No specific

number and no precise count are needed to sustain the numerosity requirement. Rather, class

certification is proper if the class representative does not base the projected class size on mere

speculation.” Sosa, 73 So. 3d 91 at 114 (internal citations omitted).

Numerosity is easily satisfied. There are over 20,000 members of the Settlement Class. See

Joint Decl. ¶ 54. It would be impossible and/or impractical to (i) separately join each of the

20

members of the Settlement Class in the Action or (ii) have each of the Settlement Class members

file suit and move to consolidate their suits into this Action concerning the same legal issues.

Commonality: The movant must demonstrate that the representative party’s claim(s)

raises questions of law or fact common to the questions of law or fact raised by the claim of each

member of the class. See Fla. R. Civ. P. 1.220(a)(2).

The primary concern in the consideration of commonality is whether the representative’s claim arises from the same practice or course of conduct that gave rise to the remaining claims and whether the claims are based on the same legal theory. The threshold of the commonality requirement is not high. A mere factual difference between class members does not necessarily preclude satisfaction of the commonality requirement. Individualized damage inquiries will also not preclude class certification. Rather, the commonality requirement is aimed at determining whether there is a need for, and benefit derived from, class treatment. More specifically, the commonality prong only requires that resolution of a class action affect all or a substantial number of the class members, and that the subject of the class action presents a question of common or general interest. Furthermore, the commonality requirement is satisfied if the common or general interest of the class members is in the object of the action, the result sought, or the general question implicated in the action. This core of the commonality requirement is satisfied if the questions linking the class members are substantially related to the resolution of the litigation, even if the individuals are not identically situated.

Sosa, 73 So. 3d 91 at 107-08 (internal citations omitted).

Commonality is easily satisfied. The Class Representative’s claims are predicated on the

same factual and/or legal issues as the Settlement Class members’ claims, the resolution of which

will equally affect any respective claims. See Joint Decl. ¶ 55. The factual and/or legal issues raised

in the Action include (i) whether GTE violated contract provisions by charging Multiple Fees on

the same transaction; and (ii) whether GTE breached its covenant of good faith and fair dealing

with Plaintiff and other class members through its Multiple Fee policy and practice.

Typicality: The movant must demonstrate the claim(s) of the representative party is typical

of the claim of each member of the class. See Fla. R. Civ. P. 1.220(a)(3).

The key inquiry for a trial court when it determines whether a proposed class

21

satisfies the typicality requirement is whether the class representative possesses the same legal interest and has endured the same legal injury as the class members. The test for typicality is not demanding and focuses generally on the similarities between the class representative and the putative class members. Mere factual differences between the class representative’s claims and the claims of the class members will not defeat typicality. Rather, the typicality requirement is satisfied when there is a strong similarity in the legal theories upon which those claims are based and when the claims of the class representative and class members are not antagonistic to one another.

Sosa, 73 So. 3d 91 at 114-15 (Fla. 2011) (internal citations omitted). Typicality is satisfied because

the Class Representative’s claims are typical of the Settlement Class members’ claims. See Joint

Decl. ¶ 57. All were subjected to the same fee assessment policy and suffered from the same

injuries and will benefit equally from the relief provided by the Settlement. Id. Therefore, the Class

Representative possess similar legal interest and experienced the same legal injury as the

Settlement Class members. The Class Representative’s claims are not antagonistic in any way to

the claims of the Settlement Class members.

Adequacy: The movant must demonstrate the representative party can fairly and

adequately protect and represent the interests of each member of the class. See Fla. R. Civ. P.

1.220(a)(4).

This inquiry serves to uncover conflicts of interest between the presumptive class representative and the class he or she seeks to represent. A trial court’s inquiry concerning whether the adequacy requirement is satisfied contains two prongs. The first prong concerns the qualifications, experience, and ability of class counsel to conduct the litigation. The second prong pertains to whether the class representative's interests are antagonistic to the interests of the class members.

Sosa, 73 So. 3d 91 at 115 (internal citations omitted).

Adequacy is satisfied here because, as detailed regarding typicality, the Class

Representative’s interests are not antagonistic in any way to the claims of the Settlement Class

members. Joint Decl. ¶ 58. Moreover, as the Court recognized in the Preliminary Approval Order,

Class Counsel possess the qualifications, experience, and ability to conduct the litigation. See

22

Amended Preliminary Approval Order pp. 2-3. Class Counsel have substantial experience in the

litigation, certification, and settlement of class action cases, specifically in the account fee context,

where they have been Class Counsel in over 50 cases and obtained over $500,000,000 for the

classes they represented. See Joint Decl. ¶ 41 and Exhibits 1-2.

Predominance: “To meet the requirements of rule 1.220(b)(3), the party moving for class

certification must establish that the class members' common questions of law and fact predominate

over individual class member claims.” Sosa, 73 So. 3d at 111 (quoting Rule 1.220(b)(3)). “Florida

courts have held that common questions of fact predominate when the defendant acts toward the

class members in a similar or common way. Id. (internal citations omitted). Liability questions

common to all members of the Settlement Class substantially outweigh any possible issues that

are individual to each member of the Settlement Class.

Superiority: Finally, Rule 1.220(b)(3) superiority requirement is met. “[C]lass

representation is superior to other available methods for the fair and efficient adjudication of the

controversy.” Id. Further, resolution of thousands of claims in one action is far superior to

individual lawsuits because it promotes consistency and efficiency of adjudication. Id. Given the

small value of their individual claims, and their support for the Settlement, it can be inferred that

Settlement Class members are not interested in prosecuting their own Multiple Fee claims. Id.

Class Counsel is unaware of any other Multiple Fee litigation against GTE. Id. It is desirable to

litigate the claims in this Court given GTE’s location in Florida, and manageability is no concern

in the context of class settlement approval.

For these reasons, the Court should grant final certification to the Settlement Class.

IV. THIS COURT SHOULD GRANT CLASS COUNSELS APPLICATION FOR AWARD OF ATTORNEYS’ FEES, COSTS AND SERVICE AWARD Class Counsel respectfully requests the Court award $392,973.63 in attorneys’ fees, which

23

represents 33.33% of the $1,178,921.00 Value of the Settlement. Joint Decl. ¶ 37. No Settlement

Class Member has objected to that percentage disclosed in the Notice to the Settlement Class. Id.

That request is consistent with Florida’s standard for awarding attorneys’ fees in common fund

class action settlements, analyzing Class Counsel’s lodestar and applying a contingency risk

multiplier. For the reasons set forth below, the requested attorneys’ fees are more than reasonable

when compared to the time and effort devoted to the prosecution of the Action and the results

achieved through the Settlement. Id. ¶¶ 37-38.

Further, Class Counsel seeks reimbursement of $16,340.92 in litigation costs. Id. ¶37.

These costs were reasonably and necessarily incurred in an effort to effectively litigate Plaintiff’s

claims and negotiate and execute the Settlement Agreement. Id.

A $5,000.00 Service Award for Plaintiff as Class Representative is also respectfully

requested to compensate for her work in filing the case and facing the risks associated with serving

as a class representative. In prosecuting this action, Plaintiff expended time and effort and took

significant financial and reputational risks for the benefit of the Class as a whole, thus, imposing

a financial burden on Plaintiff out of proportion to his individual stake in the matter. Id. ¶ 39.

A. The Court Should Award the Requested Attorneys’ Fees and Costs

The award of attorneys’ fees in Florida is controlled by Kuhnlein v. Dep’t of Revenue, 662

So. 2d 309 (Fla. 1995), and Standard Guar. Ins. Co. v. Quanstrom, 555 So. 2d 828 (Fla. 1990).

“Under the ‘common fund doctrine’ attorneys who recover a common fund for the benefit of others

are entitled to reasonably attorney fees from the fund.” Kuhnlein, 662 So. 2d at 314. To calculate

the fee award, the Court should examine Class Counsel’s lodestar (the hours reasonably expended

at appropriate hourly rates), enhanced by a contingency risk and/or results achieved multiplier. In

Kuhnlein, the Court identified the various factors for determining the reasonableness of the

24

attorneys’ fees:

1. the time and labor required, the novelty, complexity, and difficulty of the questions involved, and the skill requisite to perform the legal service properly;

2. the likelihood that the acceptance of the particular employment will preclude other employment by the lawyer;

3. the fee, or rate of fee, customarily charged in the locality for legal services of a comparable or similar nature;

4. the significance of, or amount involved in, the subject matter of the representation, the responsibility involved in the representation, and the results obtained;

5. the time limitations imposed by the client or by the circumstances and, as between attorney and client, any additional or special time demands or requests of the attorney by the client;

6. the nature and length of the professional relationship with the client;

7. the experience, reputation, diligence, and ability of the lawyer or lawyers performing the service and the skill, expertise, or efficiency of effort reflected in the actual providing of such services; and

8. whether the fee is fixed or contingent, and, if fixed as to the amount or rate, then whether the client’s ability to pay rested to any significant degree on the outcome of the representation.

Id. at 323 n. 5; see also Nelson, 985 So. 2d at 573. As discussed below, these factors support the

$392,973.63 requested in this case, apply a contingency risk multiplier of 1.93, which the Florida

Supreme Court recognized in Kuhnlein should be applied “in recognition of the substantial benefit

class counsel conferred upon the class members.” 662 So. 2d at 315. A maximum multiplier of 5

has been approved in common fund cases, with the Kuhnlein court reasoning that an “increased

maximum multiplier . . . is appropriate in common-fund cases . . . to place greater emphasis on

the monetary results achieved. Furthermore, a multiplier which increases fees to five times the

accepted hourly rate is sufficient to alleviate the contingency risk factor involved and attract high

level counsel to common fund cases while producing a fee which remains within the bounds of

reasonableness.” Id.

25

1. The time and labor required, the novelty, complexity, and difficulty of the questions involved, and the skill requisite to perform the legal service properly.

Prosecuting and settling the Action demanded considerable labor and skill. Joint Decl. ¶ 5.

As explained supra, the Action was relatively novel, complicated, and presented complex

questions of law and fact. Id. ¶ 33. As discussed above, there were contested proceedings before

this Court, including GTE’s motion to dismiss. Id. ¶ 9. Currently, though multiple courts have

denied motions to dismiss asserting the Multiple Fee theory, no case has been tried to judgment in

the United States. Settlement negotiations and the Settlement approval process have been extensive

and required significant time and effort. Id. ¶ 18.

2. The likelihood that the acceptance of the particular employment will preclude other employment by the lawyer.

Accepting a putative class action of this magnitude with thousands of putative class

members and the inherent and substantial risk involved, substantially impeded Class Counsel’s

ability to work on billable cases and/or lower risk cases from the time the case was being

investigated throughout the litigation. Id. ¶ 38. As noted above, this Action has required substantial

time and labor from the attorneys. Id. ¶ 5. Accepting a class action of this difficulty and magnitude

precluded Class Counsel from working on other billable matters. Id. ¶ 38.

3. The fee, or rate of fee, customarily charged in the locality for legal services of a comparable or similar nature.

Class Counsel have significant and unique legal experience in consumer class action

litigation, and bank fee litigation specifically. Id. ¶ 40. Class Counsel’s attorneys and paralegals

routinely charge, and have been approved in class cases in Florida with rates ranging from $200.00

to $695.00 per hour. Id. ¶ 44. The hourly rates charged by Class Counsel and a paralegal in this

Action in this locale are: Jeff Ostrow, Esq. and Jonathan Streisfeld, Esq. - $695.00 (each admitted

to practice law in 1997); Jeffrey Kaliel - $695.00 (admitted to practice law in 2005); Daniel Tropin,

26

Esq. - $450.00 (admitted to practice law in 2012); Sophia Gold - $425.00 (admitted to practice law

in 2015); Rachel Glaser, Esq. - $350.00 (admitted to practice law in 2020); Todd Becker

(paralegal) - $200 (16 years’ experience). Id. ¶ 44. These hourly rates are within the range of

hourly rates that have been approved by courts in Central Florida and elsewhere in the United

States for legal services in class actions of a similar nature, considering the type of matter, level of

experience, training, and education. Id. ¶ 45. See e.g., Sos v. State Farm Mut. Auto. Ins. Co., No.

6:17-cv-890-PGB-LRH, 2021 U.S. Dist. LEXIS 52898, at *7 (M.D. Fla. Mar. 19, 2021)

(approving rate of $800 for partners and $458 for associates and paralegal rates of $150 and $195

in recognition that “[c]ommercial class action law is sufficiently specialized that it should be

considered a national market”); Jackson v. Wendy’s Int’l LLC, Case No. 6:16-cv-210-Orl-40DAB,

Dkt. Nos. 153 and 157 (M.D. Fla. 2019) (approving application for attorneys’ fees utilizing

lodestar crosscheck with rates of up to $950.00 for partners and $575.00 for associates); Preman

v. Pollo Operations, Inc., Case No. 6:16-cv-443-ORL-41-GJK, Dkt. No. 69 (M.D. Fla. 2018)

(approving partner rates of $950.00 and $717.00 for associate); Ioime v. Blanchard, Merriam, Adel

& Kirkland, P.A., No. 5:15-cv-130-OC-30-PRL, 2016 U.S. Dist. LEXIS 195926 (M.D. Fla. May

16, 2016) (listing hourly rates of $350 to $650). Given the experience, reputation and skills of

Class Counsel, these hourly rates are reasonable and are well within those customarily charged in

this locale for services of a similar nature. Notwithstanding the rates offered for this Action, courts

have approved rates for Class Counsel that are higher than here, applying recognized rate standards

in those cases. Id. ¶ 45.

Class Counsel’s lodestar (hours x hourly rates) is $216,343.75. Id. ¶¶ 42.3 Class Counsel

3 This amount includes an estimated 25 hours that Class Counsel will spend in preparing for and attending the Final Approval Hearing and assisting the Settlement Administrator following Final Approval. Id. ¶ 43.

27

will spend more time following Final Approval assisting the Settlement Administrator with

distribution of the Settlement Class Member Payments and attending to other Settlement

administration matters.

As noted above, Class Counsel are entitled to seek a multiplier up to 5 times the lodestar

amount. See Kuhnlein, 662 So. 2d at 313-15. Here, Class Counsel request a 1.93 multiplier, which

is justified in light of the fact that Class Counsel rendered service without compensation, achieved

an outstanding result, and offers extreme reasonable billing rates given their experience. Joint

Decl. ¶¶ 37, 43. The requested fee is fair in view of the complicated nature of the case, and the

time, effort, and skill required. Id. The financial risks borne by Class Counsel fully support the fee

requested. Id. Other courts have awarded fees in account fee cases relying on risk multipliers in

the range Class Counsel request here. See Bodnar v. Bank of Am., N.A., No. 14-3224, 2016 U.S.

Dist. LEXIS 121506, at *17 (E.D. Pa. Aug. 4, 2016) (awarding 33% of the settlement fund or

$9,075,000 resulting in a 4.69 multiplier); Johnson v. Cmty. Bank, N.A., No. 3:12-CV-01405, 2013

U.S. Dist. LEXIS 167319, at *21, 23-24 (M.D. Pa. Nov. 25, 2013) (awarding 33% of the settlement

fund or $825,000.00 resulting in a 2.96 multiplier). See also Martin v. Lake Cty., No. 2009-CA-

5295, 2016 Fla. Cir. LEXIS 2272, *24 (quoting Pinto v. Princess Cruise Lines, Ltd., 513 F. Supp.

2d 1334, 1344 (S.D. Fla 2007)) (“Florida’s lodestar analysis is patterned after, ‘lodestar multipliers

in larger and complicated class actions range from 2.26 to 4.5, while three appears to be the

average.’”); Roberts v. Capital One, N.A., No. 16 Civ. 4841 (LGS), (S.D.N.Y. Dec. 20, 2020)

(awarding of 30% of the settlement fund or $5,100,000 resulting in a 2.22 multiplier).

Though Florida state courts are instructed to assess fees using the lodestar with multiplier

analysis in common fund cases, Class Counsel believe it is also helpful for the Court to consider

that historically courts approving fee requests in other account fee settlements have approved

28

awards amounting to the 33.33% of the common fund, applying the percentage of the fund

approach. Class Counsel offers a handful of examples of such awards equally or slightly above the

33.33% requested here for relatively similar sized common fund settlements:

Overdraft Fee Case Name Percentage of the Fund Awarded Nelson v. Rabobank, N.A., No. RIC 1101391 (Cal. Supr.)

35.2% ($750k fee includes % of practice changes)

Molina v. Intrust Bank, N.A., No. 10-CV-3686 (Dist. Ct. Ks.)

33% of $2.7 million

Casto v. City National Bank, N.A., No. 10-C-1089 (Cir. Ct. W.Va.)

33.33% of $3 million

Johnson v. Community Bank, N.A., No. 12-cv-01405-RDM (M.D. Pa.)

33.33% of $2.5 million

Holt v. Community America Credit Union, No. 4:19-CV-00629-FJG (W.D. Mo.) 33.33% of 3.078 million

White v. Members 1st Federal Credit Union, Case No. 1:19-cv-00556-JEJ (W.D. Pa.) 33.33% of $910,000

Liggio v. Apple Federal Credit Union, No. 1:18-cv-01059-LO-MSN (E.D. Va.) (J. O’Grady)

33.33% of 2.7 million

As demonstrated above, the requested fee award in this case is on par with the fee awards approved

in other bank fee class action cases.

4. The significance of, or amount involved in the subject matter of the representation, the responsibility involved in the representation, and the results obtained.

This Action raised issues of genuine importance to the over 20,000 GTE members affected

by the Multiple Fee practice. Because of the significant risks associated with this Action and

potential barriers faced by the Class Representative, Class Counsel achieved an exceptional

recovery for the Settlement Class that included $1,178,921.00 in monetary relief as well as non-

monetary relief. Id. ¶ 33.

Indeed, the result here – recovery of 53% of the disputed amounts at issue – demonstrates

why the requested fee award is reasonable. Id. The result achieved is a major factor to consider in

29

making a fee award. Kuhnlein, 662 So. 2d at 315. See also Hensley v. Eckerhart, 461 U.S. 424,

436, (1983) (“critical factor is the degree of success obtained”); Pinto v. Princess Cruise Lines,

513 F. Supp. 2d 1334, 1342 (S.D. Fla. 2007); Behrens, 118 F.R.D. at 547-48 (“The quality of work

performed in a case that settles before trial is best measured by the benefit obtained.”).

In considering the results, courts examine the value of both monetary and injunctive relief.

See Marty v. Anheuser-Busch Cos., LLC, No. 13-cv-23656-JJO, 2015 U.S. Dist. LEXIS 144290,

at *7 (S.D. Fla. Oct. 22, 2015) (“[the] trial court properly concluded that ‘class received substantial

benefit’ from label change that removed allegedly misleading statement . . . and non-monetary

relief was properly considered in evaluating attorneys’ fees”); Staton v. Boeing Co., 327 F. 3d 938,

974 (9th Cir. 2003) (“[C]ourts should consider the value of the injunctive relief obtained as a

relevant circumstance in determining what percentage of the common fund class counsel should

receive as attorneys’ fees.”) (internal quotation and citation omitted); Perez v. Asurion Corp., 501

F. Supp. 2d 1360 (S.D. Fla. 2007). The results achieved here, including recovery of 53% of the

disputed amounts plus other non-monetary relief in the form of account disclosure changes,

demonstrate that the results achieved through the Settlement are excellent.

5. The time limitations imposed by the client or by the circumstances and, as between attorney and client, any additional or special time demands or requests of the attorney by the client.

Class Counsel incorporate by reference the previous discussion regarding their inability to

work on other cases because of the time burdens of this litigation and its importance. Joint Decl. ¶

38. With respect to demands imposed by the client, the representation of the Settlement Class does

not end with Final Approval of the Settlement. Id. Ultimately, Class Counsel are responsible for

seeing that the terms of the Settlement are followed, which will involve a substantial time

commitment. Id.

30

6. The nature and length of the professional relationship with the client.

Class Counsel and the Plaintiff have had a relationship for about a year and a half and will

continue to work with one another for a few more months, including time after Final Approval. Id.

¶¶ 8-16. The investigation, prosecution and settlement of this Action has required a substantial

amount of Class Counsel’s time and effort. Id. ¶ 5. Class Counsel spent significant time working

with the Class Representative—investigating the case, and keeping her informed of the progress

of the case. Id. ¶ 18.

7. The experience, reputation, diligence and ability of the lawyer or lawyers performing the service and the skill, expertise or efficiency of effort reflected in the actual providing of such services.

Class Counsel have demonstrated their skills, experience, and reputation. Id. ¶¶ 5-6. Class

Counsel here have extensive experience in the litigation, certification, trial, and settlement of

consumer class-action litigation, and specifically in litigation cases regarding financial

institutions’ fee assessment practices. Id. There are few, if any, firms in the nation with the

expertise of Class Counsel in these types of account fee cases. Id. As stated above, Class Counsel

in over 50 cases, has obtained over $500,000,000 for the classes they represented. Id. ¶ 41. In

negotiating this settlement, Class Counsel had the benefit of years of experience and a familiarity

with the facts of this case as well as with other cases involving account fees. Id.

Class Counsel’s reputation, diligence, expertise, and skills are reflected in the work they

performed and the results they achieved. Id. ¶¶ 5-6. The fact that Class Counsel were able to

successfully resolve the Action through recovery of 53% of the disputed amounts is testament to

their skill, expertise, and efficiency of effort despite the potential hurdles presented, including

appellate proceedings. Id. ¶ 33.

31

8. Whether the fee is fixed or contingent, and if fixed as to the amount or rate, then whether the client’s ability to pay rested to any significant degree on the outcome of the representation

The fee arrangement in this matter was fully contingent, meaning that Class Counsel have

not received any compensation for their services in this Action after rendering the described above.

Id. ¶ 37. The fully contingent nature of this representation further supports the requested fee award,

applying the requested multiplier. Id. That multiplier specifically addresses the contingent nature

of Class Counsel’s representation of Plaintiff, the putative class, and now the Settlement Class and

the results Class Counsel obtained for them. Kuhnlein, 662 So. 2d at 315.

Class Counsel received no compensation during the course of this Action and have incurred

substantial expenses litigating on behalf of the Settlement Class before this Court, which they

risked losing had GTE prevailed at the motion to dismiss, summary judgment, class certification,

trial, or appellate stages. Id. ¶ 36. From the time Class Counsel filed the Action, there existed a

real possibility they would achieve no recovery and, hence, no compensation. Id. ¶ 38.

B. Class Counsel’s Costs Further, Class Counsel has also incurred a considerable amount of expenses to pursue the

claims in this action. Id. ¶ 37; see Mills v. Electric Auto-Lite Co., 396 U.S. 375, 391-92 (1970). To

date, those expenses are $16,340.92, and consist of court filing costs, courier costs, mediation

services and expert fees. Id.

Accordingly, Class Counsel respectfully request that the Court award attorneys’ fees in the

amount of $392,973.63 and costs in the amount of $16,340.92 in connection with Final Approval

of this Settlement.

C. A Service Award to Named Plaintiff Is Reasonable The Court should also approve a $5,000.00 Service Award to the named Plaintiff for

32

serving as Class Representative, as it is just, fair, and reasonable and GTE does not oppose such

an award. Service awards (also known as incentive awards) “‘are not uncommon in class action

litigation where, as here, a common fund has been created for the benefit of the class,’ and are

designed to ‘compensate named plaintiffs for the services they provided and the risks they incurred

during the course of the class action litigation.’” Halpern v. You Fit Health Clubs, Ltd. Liab. Co.,

No. 18-61722-CIV-DIMITROULEAS/S, 2019 U.S. Dist. LEXIS 143753, at *2 (S.D. Fla. Aug.

22, 2019) (the “requested award of $5,000.00 to the named Plaintiff is 0.0035% of the settlement

fund, and the GTE has acquiesced to this amount. The undersigned finds that it is reasonable and

should be awarded.”) (citing Allapattah Servs., Inc. v. Exxon Corp., 454 F. Supp.2d 1185, 1218

(S.D. Fla. 2006)); see also Holt v. HHH Motors, LLP, 2015 Fla. Cir. LEXIS 48987, *10-11

(approving the payment of $5,000.00 to both of the named plaintiffs as an incentive award for their

actions and contributions to the litigation.); Exum v. Nat'l Tire & Battery, No. 9:19-cv-80121, 2020

U.S. Dist. LEXIS 160502, at *19 (S.D. Fla. Sep. 1, 2020) (approving a service award of $7,500 to

each named class representative); Saccoccio v. JP Morgan Chase Bank, N.A., 297 F.R.D. 683, 695

(S.D. Fla. 2014) (lead plaintiff applied for and was granted a service award of $5,000, to which

there were no objections, to compensate plaintiff for aiding in the investigation of the claims,

discovery requests, and settlement.)

“The factors for determining a service award include: (1) the actions the class

representatives took to protect the interests of the class; (2) the degree to which the class benefited

from those actions; and (3) the amount of time and effort the class representatives expended in

pursuing the litigation.” In re Checking Account Overdraft Litigation, 830 F. Supp. 2d 1330, 1357

(S.D. Fla. 2011).

Plaintiff was essential to the success of this case. Joint Decl. ¶ 39. She put herself forward

33

to protect class members by being the named plaintiff in this suit and took significant financial and

reputational risks for the benefit of the Class as a whole, thus, imposing a financial burden on

Plaintiff out of proportion to her individual stake in the matter. Id. She also reviewed and collected

her banking records related to the alleged fees and worked and consulted with Class Counsel

throughout the course of this Action, all leading to a favorable settlement. Id. Moreover, by filing

suit against GTE for alleged violations of law, Plaintiff sought to protect the interests of the

putative class over her own interests. Id. As such, Plaintiff should be entitled to a Service Award

for her work.

WHEREFORE, Class Representative and Class Counsel respectfully request that this

Court enter a Final Approval Order: (a) granting Final Approval to the Settlement as fair, adequate

and reasonable, finding that the Notice Program was carried out in accordance with the Preliminary

Approval Order; (b) certifying the Settlement Class pursuant to Florida Rule of Civil Procedure

1.220(b)(2) and (3); (c) reaffirming the appointment of Class Counsel Jeff Ostrow, Jonathan

Streisfeld, and Jeffrey Kaliel; (d); reaffirming the Plaintiff as Class Representative to represent the

Settlement Class; (e) approving an award to Class Counsel of attorneys’ fees in the amount of

$392,973.63 and costs in the amount of $16,340.92; (f) granting a $5,000.00 Service Award for

Plaintiff; and (g) awarding such other and further relief as the Court deems just and proper.

Dated: May 24, 2021 Respectfully submitted,

s/ Jeff Ostrow Jeff Ostrow FBN 121452 Jonathan M. Streisfeld FBN 117447 KOPELOWITZ OSTROW P.A. One West Las Olas Blvd., Suite 500 Fort Lauderdale, Florida 33301 Telephone: (954) 525-4100 Facsimile: (954) 525-4300 ostrow@kolawyers.com streisfeld@kolawyers.com

34

Jeffrey D. Kaliel (pro hac vice) KALIEL GOLD PLLC 1100 15th Street NW, 4th Floor Washington, D.C. 20005 Telephone: (202) 350-4783 jkaliel@kalielpllc.com

Attorneys for Plaintiff and the Settlement Class

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this 24th day of May, 2021, I electronically filed the

foregoing with the Clerk of the Court which will send notice of electronic filing to all counsel of

record.

s/ Jeff Ostrow Jeff Ostrow

EXHIBIT A

IN THE CIRCUIT COURT OF THE 13TH JUIDICIAL CIRCUIT INAND FOR HILLSBOROUGH COUNTY, FLORIDA

ALIA BAPTISTE, on behalf of herself and all others similarly situated,

Plaintiff,

vs.

GTE FEDERAL CREDIT UNION D/B/A GTE FINANCIAL,

Defendant.

CIRCUIT CIVIL DIVISION

Case No.: 20-CA-002728Division D

Jurly Trial Demanded

Class Action Complaint

SETTLEMENT AGREEMENT AND RELEASE

1 is made and entered into this 12th

day of February, 2021, by and among (1) Plaintiff, Alia Baptiste, individually, and on behalf of

the Settlement Class, and (2) GTE Federal Credit Union d/b/a GTE Financial, subject to

Preliminary Approval and Final Approval as required by the Florida Rules of Civil Procedure. As

provided herein, Plaintiff, Class Counsel and GTE hereby stipulate and agree that, in consideration

of the promises and covenants set forth in this Agreement and upon entry by the Court of a Final

Order and Judgment, all claims of the Settlement Class against GTE in the action titled Alia

Baptiste v. GTE Federal Credit Union, 13th Judicial Circuit, Hillsborough County, Florida; Case

No.: 20-CA-002728, shall be settled and compromised upon the terms and conditions contained

herein without any admission of liability by Plaintiff or GTE.

1 All capitalized times herein have the same meanings as those as given to them in Section II below.

2

I. Recitals

1.

routine practice of charging Multiple Fees, including NSF Fees and UCF Fees, on a single item.

Plaintiff alleged the following: GTE charges $35.00 NSF Fees and UCF Fees for each attempted

ACH payment or check when the account lacks sufficient funds. After GTE returns the ACH

payment or check for insufficient funds and charges a NSF Fee, the merchant may re-present that

ACH payment or check for payment up to three times. GTE is obligated to process each presented

ACH payment or check, and each time it does so, it charges an NSF Fee when it returns the ACH

payment or check due to insufficient funds, or charges an UCF Fee when it chooses to pay the item

against insufficient funds. Plaintiff alleged that under the terms of her contract with GTE, that GTE

was permitted to only charge one NSF Fee or UCF Fee stemming from the same underlying

purchase, regardless of how many times the merchant presents the ACH payment or check for

payment and the account lacks sufficient funds. The Complaint alleged claims for breach of

contract and breach of the covenant of good faith and fair dealing and the entitlement to monetary

.

2. Plaintiff also served interrogatories and document request on GTE with her

Complaint.

3. On April 30, 2020, GTE filed a Motion to Dismiss, and also moved to stay

discovery pending a ruling on that motion. On June 4, 2020, Plaintiff filed her Opposition to

the hearing on June 11, 2020, and, at the

proposed orders on the Motion to Dismiss. They also submitted supplemental authorities following

those submissions, following which the Court denied the Motion to Dismiss on July 8, 2020, in its

3

entirety.

4. GTE filed its Answer and Affirmative defenses on July 28, 2020. In the Answer,

GTE denied many of the factual allegations set out in the Complaint. GTE also denied that it had

breached its contract with Plaintiff, denied that it would be proper to certify a class of similarly

situated individuals as Plaintiff, and denied that either Plaintiff or the putative class was entitled

to any relief sought in the Complaint.

5.

document requests on August 7, 2020. The parties proceeded to negotiate and agree to a protective

order governing confidentiality of documents produced in this Action, which the Court entered on

September 23, 2020.

6. GTE produced non-ESI documents responsive to P

form account agreements and fee schedules used by GTE during the relevant time period.

7. the possibility of settlement. A mediation

an analysis of its account transactional data, along with the transactional data supporting the

analysis, so that Plainitff would know the estimated damages at issue for the entire class for the

Class Period.

8. Mediation took place with the assistance of a mediator Brett J. Preston, Esquire.

After a full day of negotioations, the Parties agreed to the material terms of the Settlement which

were memorialized in a term sheet.

9. The Parties now agree to settle the Action in its entirety, without any admission of

liability, with respect to all Released Claims of the Releasing Parties. The Parties intend this

4

Agreement to bind the Plaintiff, GTE, and all Settlement Class Members.

NOW, THEREFORE, in light of the foregoing, for good and valuable consideration, the

receipt and sufficiency of which is hereby mutually acknowledged, the Parties agree, subject to

approval by the Court, as follows.

II. Definitions

In addition to the terms defined at various points within this Agreement, the following

Defined Terms apply throughout this Agreement:

10.

11.

equitable, in an Account during the Class Period.

12. Alia Baptiste v. GTE Federal Credit Union, 13th Judicial Circuit,

Hillsborough County, Florida; Case No.: 20-CA-002728.

13.

KOPELOWITZ OSTROW P.A.Jeff Ostrow, Esq.Jonathan M. Streisfeld, Esq.1 West Las Olas Blvd.Suite 500Fort Lauderdale, FL 33301

KALIEL PLLCJeffrey Kaliel, Esq.Sophia Gold, Esq.1875 Connecticut Avenue, NW10th FloorWashington, DC 20009

14. February 12, 2021.

15.

16. th Judicial Circuit in and for Hillsborough County, Florida.

5

17.

have his or her Account as of the date that the Net Settlement Fund is distributed to Settlement

Class Members pursuant to this Agreement.

18.

occurred:

a. The Court has entered without material change the Final Approval Order and Final

Judgment; and

b. The time for seeking rehearing or appellate or other review has expired, and no

appeal or petition for rehearing or review has been timely filed; or the Settlement is affirmed on

appeal or review without material change, no other appeal or petition for rehearing or review is

pending, and the time period during which further petition for hearing, review, appeal, or certiorari

could be taken has finally expired and relief from a failure to file same is not available.

19.

whom GTE has email addresses.

20. -bearing account to be established by the

Settlement Administrator consistent with the terms and conditions described in Section IV below.

21. ng final

Counsel and the amount of any Service Award to the Class Representative. The proposed Final

Approval Order shall be in a form agreed upon by Class Counsel and GTE. In the event that the

Court issues separate orders addressing the foregoing matters, then Final Approval means the date

of the last of such orders.

22.

6

fairness of the Settlement and whether to approve its terms.

23. “Final Approval Order” means the final order that the Court enters upon Final

Approval, which shall be substantially in the form attached as an exhibit to the Motion for Final

Approval. In the event that the Court issues separate Orders addressing the matters constituting

Final Approval, then the Final Approval Order includes all such Orders.

24. “Former Account Holder” means a Settlement Class Member who no longer has an

open Account as of the date that the Net Settlement Fund is distributed to Settlement Class

Members pursuant to this Agreement.

25. “GTE” means GTE Federal Credit Union d/b/a GTE Financial.

26. “Long Form Notice” means the form of notice, which will be written in both

English and Spanish, that shall be posted on the Settlement Website created by the Settlement

Administrator and shall be available to Settlement Class members by mail on request made to the

Settlement Administrator.

27. “Multiple Fees” means the second or third NSF Fee or UCF Fee charged to a

member when GTE returns a check for insufficient funds, a financial institution re-presents the

check to GTE for payment, and GTE returns the check again for insufficient funds or pays the

check despite insufficient funds. For ACH transactions, Multiple Fees means the second or third

NSF Fee or UCF Fee charged to a member when GTE returns a debit entry for insufficient funds,

an ODFI presents a reinitiated entry to GTE, and GTE returns the reinitiated entry for insufficient

funds or pays the reinitiated entry despite insufficient funds.

28. “Net Settlement Fund” means the Settlement Fund, minus Settlement Administration

Costs, Court-approved attorneys’ fees, costs, and any Court-approved Service Award to Plaintiff.

29. “Notice” means the notices that the Parties will ask the Court to approve in

7

connection with the Motion for Preliminary Approval of the Settlement.

30. he

Notice and consists of Postcard Notice, Email Notice and Long Form Notice (all defined herein

below), which shall be substantially in the forms as the exhibits attached to the Motion for

Preliminary Approval.

31. -sufficient funds fee(s) assessed to an Account Holder

for items returned when the Account has insufficient funds.

32. -

which the Notice is first mailed, and that ends no later than 30 days before the Final Approval

Hearing. The deadline for the Opt-Out Period will be specified in the Notice.

33.

GTE on the other hand.

34. Alia Baptiste.

35.

members for whom GTE does not have valid email addresses, or for whom Email Notice is

returned undeliverable.

36. without material

change, an Order preliminarily approving the Settlement.

37.

Preliminary Approval approving the Notice Program and authorizing Notice, which shall be

substantially in the form of the exhibits attached to the Motion for Preliminary Approval.

38. XIII hereof.

39. XIII

8

hereof.

40. ans those persons released as specified in Section XIII

hereof.

41.

their respective heirs, assigns, beneficiaries and successors.

42. to Plaintiff for serving as Class

Representative, which is in addition to any payment due to Plaintiff as a Settlement Class Member.

43.

the Action. The terms of the Settlement are as set forth in this Agreement.

44.

regarding notice and settlement administration, including notices required by the Class Action

Fairness Act.

45. means Epiq Class Action & Claims Solutions.

46.

members in the United States who were charged Multiple Fees during the Class Period. Excluded

from the Settlement Class is GTE, its parents, subsidiaries, affiliates, officers and directors, all

Settlement Class members who make a timely election to be excluded, and all judges assigned to

this litigation and their immediate family members.

47. in the Settlement Class

who does not opt-out of the Settlement and who is entitled to the benefits of the Settlement,

including a Settlement Class Member Payment and/or forgiveness of Uncollected Multiple Fees.

48. f the Settlement Class.

49.

9

from the Net Settlement Fund to each Settlement Class Member, pursuant to the allocation terms

of the Settlement.

50. “Settlement Fund” means the $975,000.00 common cash fund for the benefit of the

Settlement Class that GTE is obligated to pay under the Settlement. The Settlement Fund will be

used to pay Settlement Administration Costs, Settlement Class Member Payments, any award of

attorneys’ fees, litigation costs and Service Award to Plaintiff ordered by the Court, and any cy pres

payment required under this Agreement.

51. “Settlement Website” means the website that the Settlement Administrator will use

as a means for Settlement Class members to obtain notice of and information about the Settlement,

through and including hyperlinked access to this Agreement, the Long Form Notice, the

Preliminary Approval Order approving this Settlement, and such other documents as the Parties

agree to post or that the Court orders posted on the website. These documents shall remain on the

Settlement Website at least until Final Approval. The URL of the Settlement Website shall be

www.baptistefeelitigation.com, or such other URL as Class Counsel and GTE agree upon in

writing.

52. “UCF Fee” means means any non-sufficient funds fee(s) assessed to an Account

Holder for items paid when the Account had insufficient funds.

53. “Uncollected Multiple Fees” means the approximately $225,000.00 in Multiple

Fees that were assessed, but not paid when an Account was closed and the Multiple Fees were

charged off, that are to be forgiven as part of the Settlement.

54. “Value of the Settlement” means the Settlement Fund plus the Uncollected Multiple

Fees.

11

Escrow Account. All taxes (including any estimated taxes, and any interest or penalties relating

to them) arising with respect to the income earned by the Escrow Account or otherwise, including

Counsel with respect to income earned by the Escrow Account for any period during which the

l shall have no liability or responsibility

Plaintiff and Class Counsel harmless for all Taxes (including, without limitation, Taxes payable

by reason of any such indemnification).

V. Settlement Approval

62. Upon execution of this Agreement by all Parties, Class Counsel shall promptly

move the Court for an Order granting Preliminary Approval of this Settlement. The proposed

Preliminary Approval Order that will be attached to the motion shall be in a form agreed upon by

Class Counsel and GTE. The motion for Preliminary Approval shall, among other things, request

that the Court: (1) approve the terms of the Settlement as within the range of fair, adequate and

reasonable; (2) provisionally certify the Settlement Class pursuant to the Florida Rules of Civil

Procedure for settlement purposes only; (3) approve the Notice Program set forth herein and

approve the form and content of the Notices of the Settlement; (4) approve the procedures set forth

herein below for Settlement Class members to exclude themselves from the Settlement Class or to

object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; and (6)

schedule a Final Approval Hearing for a time and date mutually convenient for the Court, Class

Counsel, and counsel for GTE, at which the Court will conduct an inquiry into the fairness of the

12

Settlement, determine whether it was made in good faith, and determine whether to approve the

Settlement an

to the Class Representative.

VI. Discovery and Settlement Data

63. Plaintiff served interrogatories and document requests, to which GTE responded

and produced over 800 pages of documents related to liability and damages. GTE also produced

an analysis of account level transactional data, along with the transactionsal data underlying that

analysis, to estimate damages for the putative class, which the Parties used for the mediation.

Additionally, for purposes of effectuating this Settlement, as soon a practicable after the signing

of this Agreement, GTE will provide the Settlement Administrator with all necessary data to

identify the Settlement Class members as well as the amounts of their respective damages, along

with their postal and email addresses, where available. GTE will bear the expense of extracting the

necessary data and processing the analysis.

VII. Settlement Administrator

64. Class Counsel, in consultation with GTE, has selected the Settlement

Administrator. The Settlement Administrator shall administer various aspects of the Settlement as

described in the next paragraph hereafter and perform such other functions as are specified for the

Settlement Administrator elsewhere in this Agreement, including, but not limited to, providing

Postcard Notice and Email Notice to Settlement Class members and distributing the Settlement

Fund as provided herein.

65. The duties of the Settlement Administrator, in addition to other responsibilities

that are described in the preceding paragraph and elsewhere in this Agreement, are as follows:

a. Use the name and address information for Settlement Class members provided by

13

GTE in connection with the Notice Program approved by the Court, for the purpose of mailing the

Postcard Notice and sending the Email Notice, and later mailing distribution checks to Former

Account Holder Settlement Class Members, and to Current Account Holder Settlement Class

Members where it is not feasible or reasonable for GTE to make the payment by a credit to the

b. Establish and maintain a Post Office box for the receipt of opt-out requests and

objections;

c. Establish and maintain the Settlement Website;

d. Establish and maintain an automated toll-free telephone line for Settlement Class

members to call with Settlement-related inquiries, and answer the frequently asked questions of

Settlement Class members who call with or otherwise communicate such inquiries;

e. Respond to any mailed Settlement Class member inquiries;

f. Process all requests for exclusion from the Settlement Class;

g. Provide weekly reports to Class Counsel and GTE that summarize the number of

requests for exclusion and/or objections received that week, the total number of exclusion requests

and/or objections received to date, and other pertinent information;

h. In advance of the Final Approval Hearing, prepare an affidavit to submit to the

Court confirming that the Notice Program was completed, that the Class Action Fairness Notice

requirements have been met, describing how the Notice Program was completed, providing the

names of each Settlement Class member who timely and properly opted-out from the Settlement

Class, as well as those Settlement Class Members that timely filed objections, and other

information as may be necessary to allow the Parties to seek and obtain Final Approval;

i. Identify to GTE the amount of the Net Settlement Fund required to make Settlement

14

Class Member Payments to Current Account Holders by a credit to those Settlement Class

Account credits;

j. Perform all tax-related services for the Escrow Account as provided in the

Agreement;

k. Pay invoices, expenses and costs upon approval by Class Counsel and GTE, as

provided in this Agreement; and

l. Any other Settlement-administration-related function at the instruction of Class

Counsel and GTE, including, but not limited to, verifying that the Settlement Fund has been

distributed.

VIII. Notice to Settlement Class Members

66. Within 30 days after Preliminary Approval of the Settlement, at the direction of

Program provided herein, using the forms of Notice approved by the Court in the Preliminary

Approval Order. The Notice shall include, among other information: a description of the material

terms of the Settlement; a date by which Settlement Class members may exclude themselves from,

-

the Settlement; the date on which the Final Approval Hearing is scheduled to occur; and the address

of the Settlement Website at which Settlement Class members may access this Agreement and

other related documents and information. Class Counsel and GTE shall insert the correct dates

and deadlines in the Notice before the Notice Program commences, based upon those dates and

deadlines set by the Court in the Preliminary Approval Order. Notices and publications provided

under or as part of the Notice Program shall not bear or include the GTE logo or trademarks or the

15

return address of GTE, or otherwise be styled to appear to originate from GTE.

67. The Notice also shall include a procedure for Settlement Class members to opt-out

of the Settlement Class. A Settlement Class member may opt-out of the Settlement Class at any

time during the Opt-Out Period, provided the opt-out notice is postmarked no later than the last

day of the Opt-Out Period. Any Settlement Class member who does not timely and validly request

to opt-out shall be bound by the terms of this Agreement.

68. The Notice also shall include a procedure for Settlement Class Members to object

Service Award to the Class Representative. Objections to the Settlement, to the application for

fees and costs, and/or to the Service Award must be mailed to the Clerk of the Court, Class

the Court, the objection must be submitted no later than the last day of the Opt-Out Period, as

specified in the Notice. If submitted by mail, an objection shall be deemed to have been submitted

when posted if received with a postmark date indicated on the envelope if mailed first-class postage

prepaid and addressed in accordance with the instructions. If submitted by private courier (e.g.,

Federal Express), an objection shall be deemed to have been submitted on the shipping date

reflected on the shipping label.

69. For an objection to be considered by the Court, the objection must also set forth:

a. the name of the Action;

b. the o

c. an explanation of the basis upon which the objector claims to be a Settlement Class

Member;

d. all grounds for the objection, accompanied by any legal support for the objection

16

known to the objector or object

e. the number of times in which the objector has objected to a class action settlement

within the five years preceding the date that the objector files the objection, the caption of each

case in which the objector has made such objection, and a copy of any orders related to or ruling

case;

f. the identity of all counsel who represent the objector, including any former or

current counsel who may be entitled to compensation for any reason related to the objection to the

Settlement or fee application;

g.

prior objections that were issued by the trial and appellate courts in each listed case in which the

preceding 5 years;

h. any and all agreements that relate to the objection or the process of objecting

whether written or oral b

i. the identity of all counsel, if any, representing the objector who will appear at the

Final Approval Hearing;

j. a list of all persons who will be called to testify at the Final Approval Hearing in

support of the objection;

k. a statement confirming whether the objector intends to personally appear and/or

testify at the Final Approval Hearing; and

l.

Class Counsel and/or GTE may conduct limited discovery on any objector consistent with the

17

Florida Rules of Civil Procedure.

70. Notice shall be provided to Settlement Class members in three different ways:

Email Notice to Account Holders for whom GTE has email addresses; Postcard Notice sent by

U.S. mail to Account Holders for whom GTE does not have valid email addresses, and for whom

Email Notice is returned undeliverable; and Long Form Notice, which will be written in both

English and Spanish, and shall be available on the Settlement Website and/or via mail upon a

Notice, as detailed herein.

71. Once the Settlement Administrator has the Settlement Class membership list, the

Settlement Administrator shall run the physical addresses through the National Change of Address

Database and shall mail to all such Settlement Class members Postcard Notice. The Settlement

Administrator shall also send out Email Notice to all Settlement Class members receiving Notice

72. The Settlement Administrator shall perform reasonable address traces for all Initial

Mailed Notice postcards that are returned as undeliverable. A reasonable tracing procedure would

be to run addresses of returned postcards through the Lexis/Nexis database that can be utilized for

such purpose. No later than 60 days before the Final Approval Hearing, the Settlement

Administrator shall complete the re-mailing of Postcard Notice to those Settlement Class members

-mailing

The Settlement Administrator shall also send Postcard Notice to all Settlement Class

members whose Email Notice were returned as undeliverable and complete such Notice pursuant

to the deadlines described herein as they relate to the Notice Re-mailing Process.

18

73. The Notice Program (which is composed of both the Initial Mailed Notice and the

Notice Re-mailing Process) shall be completed no later than 60 days before the Final Approval

Hearing.

74. All costs and expenses related to the Notice Program shall be paid from the

Settlement Fund after approval by Class Counsel.

75. Within the provisions set forth in this Section VIII, further specific details of the

Notice Program shall be subject to the agreement of Class Counsel and GTE.

IX. Final Approval Order and Judgment

76. the Settlement will include a request

to the Court for a scheduled date on which the Final Approval Hearing will occur. Plaintiff shall

and for a Service Award for the Class Representative, no later than 45 days before the Final

fees and costs, and for the Service Award for the Class Representative

the Court also will hear argument at the Final Approval Hearing from any Settlement Class

Members (or their counsel) who object to the Settlement

timely objections that meet all of the requirements listed in the Agreement.

77. At or following the Final Approval Hearing, the Court will determine whether to

enter the Final Approval Order granting Final Approval of the Settlement and entering final

judgment thereon

and a Service Award. The proposed Final Approval Order shall be in a form agreed upon by Class

19

Counsel and GTE. Such proposed Final Approval Order shall, among other things:

a. Determine that the Settlement is fair, adequate, and reasonable;

b. Finally certify the Settlement Class for settlement purposes only;

c. Determine that the Notice provided satisfies due process requirements;

d. Enter judgment dismissing the Action with prejudice;

e. Bar and enjoin all Releasing Parties from asserting any of the Released Claims

hereof, bar and enjoin all Releasing Parties from pursuing any Released Claims against GTE or its

affiliates at any time, including during any appeal from the Final Approval Order, and retain

f. Release GTE and the Released Parties from the Released Claims; and

g.

Agreement, including GTE, all Settlement Class Members, and all objectors, to administer,

supervise, construe, and enforce this Agreement in accordance with its terms.

X. Distribution of Net Settlement Fund

78. Within 15 days after Final Approval, the Settlement Administrator shall identify to

GTE the full amount of Settlement Class Member Payments, along with the amount of each

79. Within 30 days after the Effective Date, GTE shall deposit the Settlement Class

The Settlement Administrator transfer the funds necessary for GTE to make those deposits at least

5 days

80. Within 30 days after the Effective Date, the Settlement Administrator shall pay

from the Escrow Account Former Account Holders Settlement Class Member Payments by check.

20

XI. Calculation and Disbursement of Settlement Class Member Payments and Forgiveness of Uncollected Multiple Fees

81. The amount of the Settlement Class Member Payment from the Settlement Fund to

which each Settlement Class Member is entitled for the Class Period (subject to the availability of

data) is to be determined using the following methodology or such other methodology as would

have an equivalent result:

a. All Accounts held by Settlement Class Members will be identified for which GTE

assessed Multiple Fees during the Class Period.

b.

c. The Net Settlement Fund will be allocated pro rata to the Settlement Class Members

based on their number of Relevant NSF Fees.

82. The Settlement Administrator shall divide the total amount of the Net Settlement

Fund by the total amount of all Settl

83.

amount of the Net Settlement Fund, which yields a Pre-Adjustment Payment Amount for each

Settlement Class Member.

84. -Adjustment Amount is less than $5.00, the

Settlement Fund shall then be apportioned pro rata to all other Settlement Class Members by

the Net Settlement Fund.

85. The Parties agree the foregoing allocation formula is exclusively for purposes of

computing, in a reasonable and efficient fashion, the amount of any Settlement Class Member

21

Payment each Settlement Class Member should receive from the Net Settlement Fund. The fact

that this allocation formula will be used is not intended (and shall not be used) for any other

purpose or objective whatsoever.

86. Settlement Class Member Payments to Current Account Holders shall be made first

feasible or reasonable to make the payment by a credit. GTE shall notify Current Account Holders

enting the

Account credits and notification discussed in this paragraph.

87. Settlement Class Member Payments to Former Account Holders shall be made by

mailing a check. Such mailing shall be accomplished by the Settlement Administrator.

88. The amount of the Net Settlement Fund attributable to uncashed or returned checks

sent by the Settlement Administrator shall be held by the Settlement Administrator for up to one

year from the date that the first distribution check is mailed by the Settlement Administrator.

During this time the Settlement Administrator shall make a reasonable effort to locate intended

recipients of settlement funds whose checks were returned (such as by running addresses of

returned checks through the Lexis/Nexis database that can be utilized for such purpose) to

effectuate delivery of such checks. The Settlement Administrator shall make only one such

additional attempt to identify updated addresses and re-mail or re-issue a distribution check to

those for whom an updated address was obtained.

89. Uncollected Multiple Fees shall be forgiven in full within 30 days after the

Effective Date. Defendant shall use all reasonable efforts to update any negative reporting to

Chexsystems or credit reporting agencies with respect to Settlement Class Members who receive

22

forgiveness of Uncollected Multiple Fees.

XII. Disposition of Residual Funds

90. Within 1 year after the date the Settlement Administrator mails the first Settlement

Class Member Payment, any remaining amounts resulting from uncashed checks shall be

distributed after Court approval to a cy pres recipient or recipients. The Parties shall propose as a

cy pres recipient or recipients an entity or entities that work to promote financial literacy.

XIII. Releases

91. As of the Effective Date, Plaintiff and each Settlement Class Member, each on

behalf of himself or herself and on behalf of his or her respective heirs, assigns, beneficiaries and

released and forever discharged GTE and each of its present and former parents, subsidiaries,

divisions, affiliates, predecessors, successors and assigns, and the present and former directors,

officers, employees, agents, insurers, members, attorneys, advisors, consultants, representatives,

partners, joint venturers, independent contractors, wholesalers, resellers, distributors, retailers,

liabilities, rights, claims, actions, causes of

and remedies, whether known or unknown, existing or potential, suspected or unsuspected,

liquidated or unliquidated, legal, statutory, or equitable, based on contract, tort or any other theory,

that result from, arise out of, are based upon, or relate to the conduct, omissions, duties or matters

during the Class Period that were or could have been alleged in the Action relating to the claims

and defenses set out in the Complaint and Answer in the Action.

92. Each Settlement Class Member is barred and permanently enjoined from bringing

on behalf of themselves, or through any person purporting to act on their behalf or purporting to

23

assert a claim under or through them, any of the Released Claims against GTE in any forum, action,

or proceeding of any kind.

93. Plaintiff or any Settlement Class Member may hereafter discover facts other than

or different from those that he/she knows or believes to be true with respect to the subject matter

of the claims released herein, or the law applicable to such claims may change. Nonetheless, each

of those individuals expressly agrees that, as of the Effective Date, he/she shall have automatically

and irrevocably waived and fully, finally, and forever settled and released any known or unknown,

suspected or unsuspected, asserted or unasserted, liquidated or unliquidated, contingent or non-

contingent claims with respect to all of the matters described in or subsumed by herein. Further,

each of those individuals agrees and acknowledges that he/she shall be bound by this Agreement,

including by the release herein and that all of their claims in the Action shall be dismissed with

prejudice and released, whether or not such claims are concealed or hidden; without regard to

subsequent discovery of different or additional facts and subsequent changes in the law; and even

if he/she never receives actual notice of the Settlement and/or never receives a distribution of

funds, credits, or other relief from the Settlement.

94. Nothing in this Agreement shall operate or be construed to release any claims or

rights that GTE has to recover any past, present or future amounts that may be owed by Plaintiff

or by any Settlement Class Member on his/her accounts, loans or any other debts with GTE,

pursuant to the terms and conditions of such accounts, loans, or any other debts. Likewise, nothing

in this Agreement shall operate or be construed to release any defenses or rights of set-off that

Plaintiff or any Settlement Class Member has, other than with respect to the claims expressly

Released by this Agreement, in the event GTE and/or its assigns seeks to recover any past, present

or future amounts that may be owed by Plaintiff or by any Settlement Class Member on his/her

24

accounts, loans or any other debts with GTE, pursuant to the terms and conditions of such accounts,

loans, or any other debts.

XIV.

95.

33.33% of the Settlement Fund,

le

Effective, nor shall it be grounds for termination.

96. All Court-

Account by the Settlement Administrator to Class Counsel within 10 days of entry of a Final

Approval Order.

97.

been paid,

such fees and costs to that firm.

98.

award is reduced following an appeal, each counsel and their law firms who have received any

payment of such fees or costs shall be jointly and severally liable for the entirety. Further, each

counsel and their law firm consents to the jurisdiction of the Court for the enforcement of this

provision.

99. Class Counsel will ask the Court to approve a Service Award to the Plaintiff in the

amount of $5,000.00. The Service Award is to be paid by the Settlement Administrator from the

25

Escrow Account within 30 days of the Effective Date. The Service Award shall be paid to the

Class Representative in addition to the Settlement Class Member Payment. GTE agrees not to

approve the Service Award, in whole or in part, shall not prevent the Settlement

Agreement from becoming Effective, nor shall it be grounds for termination.

100.

and the Service Award, only after reaching agreement on all other material terms of this

Settlement.

XV. Termination of Settlement

101. This Settlement may be terminated by either Class Counsel or GTE by serving on

counsel for the opposing Party and filing with the Court a written notice of termination within 15

days (or such longer time as may be agreed in writing between Class Counsel and GTE) after any

of the following occurrences:

a. Class Counsel and GTE agree to termination;

b. the Court rejects, materially modifies, materially amends or changes, or declines to

preliminarily or finally approve the Settlement;

c. an appellate court vacates or reverses the Final Approval Order, and the Settlement

is not reinstated and finally approved without material change by the Court on remand within 360

days after such reversal;

d. any court incorporates into, or deletes or strikes from, or modifies, amends, or

changes, the Preliminary Approval Order, Final Approval Order, or the Settlement in a way that

Class Counsel or GTE seeking to terminate the Settlement reasonably considers material;

e. the Effective Date does not occur; or

26

f. any other ground for termination provided for elsewhere in this Agreement.

102. GTE also shall have the right to terminate the Settlement by serving on Class

Counsel and filing with the Court a notice of termination within 15 days after its receipt from the

Settlement Administrator of any report indicating that the number of Settlement Class Members

who timely request exclusion from the Settlement Class equals or exceeds 5% of the total

Settlement Class.

XVI. Effect of a Termination

103. The grounds upon which this Agreement may be terminated are set forth herein

above. In the event of a termination, this Agreement shall be considered null and void; all of

force and effect; any amounts in the Escrow Account shall be returned to GTE; and the Parties

shall return to the status quo ante in the Action as if the Parties had not entered into this Agreement.

-Settlement rights,

claims, and defenses will be retained and preserved.

104. In the event of termination, GTE shall have no right to seek reimbursement from

Plaintiff, Class Counsel, or the Settlement Administrator for Settlement Administration Costs paid

out of the Settlement Fund. The Settlement shall become effective on the Effective Date unless

earlier terminated in accordance with the provisions hereof.

105. Certification of the Settlement Class shall have no bearing in deciding whether the

claims asserted in the Action are or were appropriate for class treatment in the absence of

settlement. If this Agreement terminates or is nullified, the provisional class certification shall be

vacated by its terms, and the Action shall revert to the status that existed before execution of this

Settlement Agreement. Thereafter, Plaintiff shall be free to pursue any claims available to her, and

27

GTE shall be free to assert any defenses available to it, including but not limited to, denying the

suitability of this case for class treatment. Nothing in this Agreement shall be argued or deemed

to estop any Party from the assertion of such claims and defenses.

106. In the event the Settlement is terminated in accordance with the provisions of this

Agreement, any discussions, offers, or negotiations associated with this Settlement shall not be

discoverable or offered into evidence or used in the Action or any other action or proceeding for

any purpose. In such event, all Parties to the Action shall stand in the same position as if this

Agreement had not been negotiated, made, or filed with the Court.

XVII. No Admission of Liability

107. GTE continues to dispute its liability for the claims alleged in, and that could have

been alleged in, the Action, and maintains that its NSF Fee assessment practices and

representations concerning those practices complied, at all times, with applicable laws and

regulations and the terms of the account agreements with its members. GTE does not admit any

liability or wrongdoing of any kind, by this Agreement or otherwise. GTE has agreed to enter into

this Agreement to avoid the further expense, inconvenience, and distraction of burdensome and

protracted litigation, and to be completely free of any further claims that were asserted or could

possibly have been asserted in the Action.

108. Class Counsel believe that the claims asserted in the Action have merit, and they

have examined and considered the benefits to be obtained under the proposed Settlement set forth

in this Agreement, the risks associated with the continued prosecution of this complex, costly and

time-consuming litigation, and the likelihood of success on the merits of the Action. Class Counsel

fully investigated the facts and law relevant to the merits of the claims, conducted significant

informal discovery, and conducted independent investigation of the challenged practices. Class

28

Counsel concluded that the proposed Settlement set forth in this Agreement is fair, adequate,

reasonable, and in the best interests of the Settlement Class members.

109. The Parties understand and acknowledge that this Agreement constitutes a

compromise and settlement of disputed claims. No action taken by the Parties either previously

or in connection with the negotiations or proceedings connected with this Agreement shall be

deemed or construed to be an admission of the truth or falsity of any claims or defenses heretofore

made, or an acknowledgment or admission by any party of any fault, liability, or wrongdoing of

any kind whatsoever.

110. Neither the Settlement, nor any act performed or document executed pursuant to or

in furtherance of the Settlement: (a) is or may be deemed to be, or may be used as, an admission

of, or evidence of, the validity of any claim made by the Plaintiff or Settlement Class members, or

of any wrongdoing or liability of the Released Parties; or (b) is or may be deemed to be, or may

be used as, an admission of, or evidence of, any fault or omission of any of the Released Parties,

in the Action or in any proceeding in any court, administrative agency, or other tribunal.

XIX. Miscellaneous Provisions

111. Gender and Plurals. As used in this Agreement, the masculine, feminine or neuter

gender, and the singular or plural number, shall each be deemed to include the others whenever

the context so indicates.

112. Binding Effect. This Agreement shall be binding upon, and inure to the benefit of,

the successors and assigns of the Releasing Parties and the Released Parties.

113. Cooperation of Parties. The Parties to this Agreement agree to cooperate in good

faith to prepare and execute all documents, to seek Court approval, uphold Court approval, and do

all things reasonably necessary to complete and effectuate the Settlement described in this

29

Agreement.

114. Obligation To Meet And Confer. Before filing any motion in the Court raising a

dispute arising out of or related to this Agreement, the Parties shall consult with each other and

certify to the Court that they have consulted.

115. Integration. This Agreement constitutes a single, integrated written contract

expressing the entire agreement of the Parties relative to the subject matter hereof. No covenants,

agreements, representations, or warranties of any kind whatsoever have been made by any Party

hereto, except as provided for herein.

116. No Conflict Intended. Any inconsistency between the headings used in this

Agreement and the text of the paragraphs of this Agreement shall be resolved in favor of the text.

117. Governing Law. Except as otherwise provided herein, the Agreement shall be

construed in accordance with, and be governed by, the laws of the State of Florida, without regard

to the principles thereof regarding choice of law.

118. Counterparts. This Agreement may be executed in any number of counterparts,

each of which shall be deemed an original, but all of which together shall constitute one and the

same instrument, even though all Parties do not sign the same counterparts. Original signatures

are not required. Any signature or electronic signature submitted by facsimile or through email of

an Adobe PDF shall be deemed an original.

119. Jurisdiction. The Court shall retain jurisdiction over the implementation,

enforcement, and performance of this Agreement, and shall have exclusive jurisdiction over any

suit, action, proceeding or dispute arising out of or relating to this Agreement that cannot be

resolved by negotiation and agreement by counsel for the Parties. The Court shall retain

jurisdiction with respect to the administration, consummation, and enforcement of the Agreement.

30

The Court shall also retain jurisdiction over all questions and/or disputes related to the Notice

Program and the Settlement Administrator. As part of the agreement to render services in

connection with this Settlement, the Settlement Administrator shall consent to the jurisdiction of

the Court for this purpose. The C

injunction barring and enjoining all Releasing Parties from asserting any of the Released Claims

and from pursuing any Released Claims against GTE or its affiliates at any time, including during

any appeal from the Final Approval Order.

120. Notices. All notices to Class Counsel provided for herein, shall be sent by email

with a hard copy sent by overnight mail to:

KOPELOWITZ OSTROW P.A. Jeff Ostrow Jonathan M. Streisfeld 1 West Las Olas Blvd., Suite 500 Fort Lauderdale, Florida 33301 ostrow@kolawyers.com Class Counsel KALIEL PLLC Jeffrey Kaliel 1875 Connecticut Avenue Northwest 10th Floor Washington, DC 20009 jkaliel@kalielpllc.com Class Counsel BAKER, DONELSON, BEARMAN CALDWELL & BERKOWITZ, PC Matthew S. Mulqueen First Tennessee Building 165 Madison Avenue, Ste. 2000 Memphis, Tennessee 38103 mmulqueen@bakerdonelson.com Counsel for GTE Federal Credit Union

The notice recipients and addresses designated above may be changed by written notice. Upon

31

the request of any of the Parties, the Parties agree to promptly provide each other with copies of

objections, requests for exclusion, or other filings received as a result of the Notice program.

121. Modification and Amendment. This Agreement may not be amended or modified,

except by a written instrument signed by Class Counsel and counsel for GTE and, if the Settlement

has been approved preliminarily by the Court, approved by the Court.

122. No Waiver. The waiver by any Party of any breach of this Agreement by another

Party shall not be deemed or construed as a waiver of any other breach, whether prior, subsequent,

or contemporaneous, of this Agreement.

123. Authority. Class Counsel (for the Plaintiff and the Settlement Class Members), and

counsel for GTE (for GTE), represent and warrant that the persons signing this Agreement on their

behalf have full power and authority to bind every person, partnership, corporation or entity

included within the definitions of Plaintiff and GTE to all terms of this Agreement. Any person

executing this Agreement in a representative capacity represents and warrants that he or she is

fully authorized to do so and to bind the Party on whose behalf he or she signs this Agreement to

all of the terms and provisions of this Agreement.

124. Agreement Mutually Prepared. Neither GTE nor Plaintiff, nor any of them, shall

be considered to be the drafter of this Agreement or any of its provisions for the purpose of any

statute, case law, or rule of interpretation or construction that would or might cause any provision

to be construed against the drafter of this Agreement.

125. Independent Investigation and Decision to Settle. The Parties understand and

acknowledge that they: (a) have performed an independent investigation of the allegations of fact

and law made in connection with this Action; and (b) that even if they may hereafter discover facts

in addition to, or different from, those that they now know or believe to be true with respect to the

32

subject matter of the Action as reflected in this Agreement, that will not affect or in any respect

limit the binding nature of this Agreement. GTE has provided and is providing information that

Plaintiff reasonably requested to identify Settlement Class members and the alleged damages they

incurred. Both Parties recognize and acknowledge that they and their experts reviewed and

analyzed data for a subset of the time at issue and that they and their experts used extrapolation to

make certain determinations, arguments, and settlement positions. The Parties agree that this

Settlement is reasonable and will not attempt to renegotiate or otherwise void or invalidate or

terminate the Settlement irrespective of what any unexamined data later shows.

intention to resolve their disputes in connection with this Action pursuant to the terms of this

Agreement now and thus, in furtherance of their intentions, the Agreement shall remain in full

force and effect notwithstanding the discovery of any additional facts or law, or changes in law,

and this Agreement shall not be subject to rescission or modification by reason of any changes or

differences in facts or law, subsequently occurring or otherwise.

126. Assignment; Third Party Beneficiaries. None of the rights, commitments, or

obligations recognized under this Settlement Agreement may be assigned by any member of the

Settlement Class without the express written consent of the other Parties.

127. Calculation of Time. All time listed in this Agreement is in calendar days.

128. Receipt of Advice of Counsel. Each Party acknowledges, agrees, and specifically

warrants that he, she or it has fully read this Agreement and the Release contained herein, received

independent legal advice with respect to the advisability of entering into this Agreement and the

Release and the legal effects of this Agreement and the Release, and fully understands the effect

of this Agreement and the Release.

Signature Page to Follow

BRAD BAKERExecutive Vice President & ChiefFinancial Officer

EXHIBIT B

000188/01328948_1 1

IN THE CIRCUIT COURT OF THE 13TH JUIDICIAL CIRCUIT INAND FOR HILLSBOROUGH COUNTY, FLORIDA

ALIA BAPTISTE, on behalf of herself and all others similarly situated,

Plaintiff,

vs. GTE FEDERAL CREDIT UNION D/B/A GTE FINANCIAL,

Defendant.

CIRCUIT CIVIL DIVISION Case No.: 20-CA-002728 Division D

JOINT DECLARATION OF CLASS COUNSEL

JEFF OSTROW AND JEFFREY KALIEL

Jeff Ostrow and Jeffrey Kaliel hereby declare as follows:

1. We are counsel of record for Plaintiff1 and the proposed Class Counsel for the

Settlement Class in the above-captioned matter. We submit this declaration in support of Plaintiff’s

Unopposed Motion for Final Approval of Class Settlement and Class Counsels’ Application for

Award of Attorneys’ Fees, Costs and Service Award. Unless otherwise noted, we have personal

knowledge of the facts set forth in this declaration and could and would testify competently to

them if called upon to do so. Firm resumes of Kopelowitz Ostrow P.A. and Kaliel Gold PLLC are

attached hereto as Exhibits 1-2.

2. As can be seen from the resumes, Class Counsel have substantial experience in the

litigation, certification, and settlement of class action cases, specifically in the bank and credit

union fee context. Collectively, Class Counsel have litigated and resolved dozens of similar cases

against banks and/or credit unions related to the improper assessment of account fees. We are

informed and believe GTE’s counsel is also highly experienced in this type of litigation.

1 All terms capitalized herein have the same meanings as those in the Settlement Agreement.

000188/01328948_1 2

3. Counsel for each side have fully evaluated the strengths, weaknesses, and equities

of the Parties’ respective positions and believe that the proposed Settlement fairly resolves their

respective differences.

4. Before filing suit, Class Counsel spent many hours investigating the claims against

GTE to gather information about GTE’s practices and its impact upon credit union members. This

information was essential to Class Counsel’s ability to understand the nature of GTE’s practices,

the language of the Account agreements at issue, and potential remedies.

5. Class Counsel also expended significant resources researching and developing the

legal claims at issue. Class Counsel is familiar with the claims as they have litigated and resolved

several similar cases. Class Counsel has experience in understanding the damages at issue, what

information is critical in determining class membership, and what data is necessary to calculate

each Settlement Class Member’s respective damages

6. Class Counsel is particularly experienced in the litigation, certification, trial, and

settlement of class action cases. Class Counsel also has experience in understanding the damages

at issue, the information critical to determine class membership, and the data necessary to calculate

damages.

7. Class Counsel was also well-positioned to evaluate the strengths and weaknesses

of Plaintiff’s claims, and the appropriate basis upon which to settle them, as a result of their

litigating similar claims in courts across the country.

Background and Procedural History

8. The Action was filed on March 24, 2020. At the same time, Plaintiff served

interrogatories and document requests on GTE.

9. From the beginning, GTE vigorously defended the claims in the Action. On April

000188/01328948_1 3

30, 2020, GTE filed a Motion to Dismiss, and also moved to stay discovery pending a ruling on

that motion. On June 4, 2020, Plaintiff filed her Opposition to GTE’s Motion to Dismiss. On July

8, 2020, the court entered an Order denying GTE’s Motion.

10. GTE filed its Answer and Affirmative defenses on July 28, 2020.

11. Following a stay of discovery, GTE served written responses and objections to the

Plaintiff’s interrogatories and document requests on August 7, 2020. The Parties proceeded to

negotiate and agreed to a protective order governing confidentiality of documents, which the Court

entered on September 23, 2020.

12. GTE produced non-ESI documents responsive to Plaintiff’s discovery requests

comprising approximately 800 pages, including documents pertaining to Plaintiff’s account and

form Account agreements and fee schedules used by GTE during the relevant time period.

13. Thereafter, the Parties’ counsel discussed the possibility of settlement. A mediation

was scheduled for January 29, 2021. In advance of the mediation, GTE provided Plaintiff’s counsel

an analysis of its account transactional data, along with the underlying transactional data

supporting the analysis, so that Plaintiff would know the estimated classwide damages at issue for

the Class Period.

14. Mediation took place with the assistance of a third-party independent mediator,

Brett J. Preston, Esquire. After a full day of negotiations, the Parties agreed to the material terms

of the Settlement which were memorialized in a term sheet.

15. On February 16, 2021, the Parties finalized and executed their formal Settlement

Agreement.

16. Plaintiff filed a Motion for Preliminary Approval of the Settlement on February 19,

2021, and the Court entered an Order Preliminarily Approving Class Settlement and an Amended

000188/01328948_1 4

Order Preliminary Approving Class Settlement on February 26, 2021, and March 4, 2021,

respectively, the latter being entered to correct a scrivener’s error.

17. In summary, this Action was well litigated prior to negotiating the Settlement.

18. Class Counsel spent significant time communicating with Plaintiff, investigating

facts, researching the law, preparing the Complaint, engaging in discovery and motion practice,

and reviewing important documents and data.

The Settlement

19. The Settlement includes a substantial recovery for the Settlement Class. The Total

Value of the Settlement is approximately $1,178,921.00. The total cash consideration to be

provided by GTE shall be $975,000.00, which shall be used to pay Settlement Class Member

Payments, Settlement Administration Costs, any attorneys’ fees and costs that the Court may

award to Class Counsel, and any Service Award for the Class Representative, as well as any cy

pres payment. Further, 203,921.00 of Uncollected Multiple Fees will be forgiven. As a result of

the Action, GTE shall also revise its Account Agreement and related documents to clarify when

Multiple Fees may be assessed. This will result in substantial future savings for current and future

credit union members who will now be better informed about how the subject fees are assessed.

20. As per the Agreement, the Settlement Fund was fully and timely funded by GTE

into an Escrow Account controlled by the Settlement Administrator on March 4, 2021.

21. The Settlement provides for automatic delivery, without a claims process, to

Settlement Class Members of the Settlement benefits. Class Members do not have to submit claims

or take any other affirmative step to receive relief under the Settlement or to receive a Settlement

Class Member Payment. Additionally, any Settlement Class Members entitled to forgiveness of

Uncollected Multiple Fees do not have to take any action to receive that settlement benefit, and

000188/01328948_1 5

GTE shall use its best efforts to update any negative reporting to Chexsystems or credit reporting

agencies with respect to Settlement Class Members who receive forgiveness of Uncollected

Multiple Fees.

22. The Parties’ negotiations were principled, with each side basing their offers and

counteroffers on an analysis of damage data provided by GTE. In addition, the negotiations were

based on the Parties’ respective assessments of the strengths and weaknesses of their positions,

and interpretations of the law relative to those positions. The Parties concluded the benefits of

settlement in this case outweigh the risks and uncertainties of continued litigation.

23. Class Counsel has not been paid for their extensive efforts or reimbursed for

litigation costs incurred. All discussions about attorneys’ fees, reimbursement of costs and a

Service Award were done after the Parties agreed to all material terms of the Settlement.

24. Plaintiff concluded that the benefits of Settlement in this case outweigh the risks

and uncertainties of continued litigation, as well as the attendant time and expenses associated with

contested proceedings and the risk that this court would have denied class certification or granted

summary judgment in favor of GTE .

25. Class Counsel believes that the above benefits adequately compensate Class

Members for the harm they suffered, and in light of the risks of litigation, represents an excellent

result for Class Members.

26. There are no grounds to doubt the Agreement’s fairness.

Risks of Continued Litigation

27. Plaintiff maintains that her claims are meritorious; that she would establish liability

and recover substantial damages if the case proceeded to trial; and that the final judgment

recovered in favor of Plaintiff and the certified class would be affirmed on appeal. But Plaintiff’s

000188/01328948_1 6

ultimate success would require her to prevail, in whole or in part, at all of these junctures, and even

then, might not provide the relief afforded under the Agreement. Conversely, GTE’s success at

any of these junctures could or would have spelled defeat for Plaintiff and the Settlement Class.

Thus, continued litigation posed significant risks and numerous uncertainties, as well as the time,

expense, and delay associated with trial and appellate proceedings.

28. On the basis of our investigation into this case and experience with and knowledge

of the law and procedure governing the claims of Plaintiff and the Settlement Class, it is our belief

that Settlement Class’s best interests to enter into this Settlement. Indeed, in light of the risks,

uncertainties, and delays associated with continued litigation, the Settlement represents a

significant achievement by providing guaranteed benefits to Settlement Class Members.

29. At trial, Plaintiff’s best-case scenario would be full reimbursement of the fees under

Plaintiff’s theory of liability. According to information provided by GTE, the Settlement Class

includes over 20,000 current and former consumer checking Account Holders during the Class

Period. We expect that the Settlement Fund represents approximately 53% of the Settlement Class’

probable recoverable damages, which Class Counsel believes to be an excellent result.

30. Class Counsel are confident in the strength of Plaintiff’s case, but also pragmatic

regarding the risks in continuing this Action, including the possibility that the Court would deny

class certification or limit the certified class, or not prevail at trial or on appeal. GTE continues to

dispute that the fees were improperly assessed given its proffered contract interpretation. In this

context, the amount of the Settlement Fund to be distributed automatically to class members will

be an outstanding recovery.

31. Each of these risks could have impeded the successful prosecution of the Plaintiff’s

and Settlement Class’s claims at trial. While Plaintiff disputes GTE’s arguments, it was unclear

000188/01328948_1 7

how the arguments would be resolved at the class certification stage, summary judgment, or trial.

Thus, there was a substantial risk that class members could receive nothing at all.

32. Moreover, even if Plaintiff prevailed at trial, any recovery could be delayed by an

appeal. Thus, even in the best case, it could take years to get relief for class members. The

Settlement provides substantial relief to the Settlement Class without further delay.

33. The $1,178,921.00 Value of the Settlement, including non-monetary relief, is

outstanding given the complexity of the litigation and the significant barriers that would loom in

the absence of settlement. Considering the result of the Settlement, the Settlement Class is

recovering approximately 53% of their most probable damages, without further risks attendant to

litigation.

34. The Settlement provides immediate and substantial benefits to the affected GTE

members customers. The proposed Settlement is the best vehicle for the Settlement Class to receive

the relief to which they are entitled in a prompt and efficient manner.

35. In sum, the Value of the Settlement and the significant savings related to the

practice changes are fair and reasonable in light of GTE’s defenses, and the challenging and

unpredictable path of litigation Plaintiff would have faced absent a settlement.

The Requested Fee is Reasonable

36. Class Counsel has not been paid for their extensive efforts or reimbursed for

litigation costs and expenses incurred.

37. The retention agreement with Plaintiff in this case is a contingent fee agreement.

No payment of attorneys’ fees would occur in this case but for a fee award in an individual or class

settlement. Class Counsel respectfully requests that the Court award Class Counsel $392,973.63

in attorneys’ fees, which represents 33.33% of the $1,178,921.00 Value of the Settlement, as

000188/01328948_1 8

compensation for their efforts in investigating, prosecuting and successfully resolving the Action,

as well as the reimbursement of $16,340.92 in litigation costs reasonably and necessarily incurred.

Class Counsel indicated in the Notice to the Settlement Class that they would seek up to 33.33%

of the Value of the Settlement, to which no Settlement Class Member objected.

38. Class Counsel took on this case with no guarantee they would receive any

compensation for their work, which occupied significant resources at Class Counsel’s firms. Public

interest is served by rewarding attorneys who assume representation on a contingent basis with an

enhanced fee to compensate them for the risk that might be paid nothing at all for their work. This

practice encourages attorneys to assume this risk and allows plaintiffs who would otherwise not

be able to hire an attorney to obtain competent counsel.

39. Class Counsel also seeks a Service Award of $5,000.00 for Plaintiff. The Service

Awards will be paid from the Settlement Fund and will be in addition to the benefits the Plaintiff’s

will be entitled to under the terms of the Settlement. The awards will compensate the Class

Representative for her time and effort and for the risks she assumed in prosecuting the Action

against GTE.

40. Class Counsel has significant experience in the litigation, certification, trial, and

settlement of national class actions, including numerous claims against banks and credit unions,

through their active roles in similar class actions throughout the country, many of which have

settled and been finally approved. See Exhibits 1-2.

41. Class Counsel has, collectively, decades of experience in class action litigation and

has successfully handled national, regional, and statewide class actions throughout the United

States, in both state and federal courts. Class Counsel has successfully litigated and resolved many

other consumer class actions including dozens against financial institutions related to improper fee

000188/01328948_1 9

assessments, recovering over $500,000,000.00 for those classes. The experience, resources and

knowledge Class Counsel brings to this Action is extensive and formidable.

42. The total lodestar of all of the law firms that worked on this case is $216, 343.75,

broken down by firm as follows:

• Kopelowitz Ostrow -- $130,138.75

• Kaliel Gold PLLC -- $86,205.00

43. Class Counsel’s request for $392,973.63 in attorneys’ fees, or 33.33%, results in a

lodestar multiplier of 1.93.

44. In total, Class Counsel spent 376 hours on this case, including the work of attorneys

and a paralegal as further explained below. The total hours include an estimated 25 hours that

Class Counsel will spend in preparing for and attending the Final Approval Hearing and assisting

the Settlement Administrator following Final Approval.

45. The hourly rates for the attorneys and support staff who worked on this case are as

follows, and the background and class action experience of each of the attorneys who performed

the work in this action are detailed in the Firm Resumes:

a. Jeff Ostrow (Managing Partner – 23 years) - $695.00

b. Jonathan Streisfeld (Partner – 23 years) - $695.00

c. Jeff Kaliel (Partner – 16 years) - $695.00

d. Daniel Tropin (Partner-- 9 years) - $ 450.00

e. Sophia Gold (Partner – 6 years) - $425.00

f. Rachel Glaser (Associate – 1 year) - $350.00

g. Todd Becker (TB) (Senior Paralegal – 16 years) - $200.00.

46. These rates are based on the prevailing market rates based on seniority for the

000188/01328948_1 10

relevant partner, associate, and paralegal experience, as more fully discussed in the Motion for

which this declaration is filed in support. Notwithstanding the rates offered for this Action, courts

have approved rates for Class Counsel that are higher than here, applying recognized rate standards

in those cases.

47. Additionally, we have organized the necessary expenses that Class Counsel has

incurred for the prosecution of this case totaling $16,340.92:

• $424.35 - Filing Fee

• $70.00 - Service of Process

• $30.57 - Courier Costs

• $2,166.00 - Mediation Fees

• $13,650.00 - Expert Fees

Cost receipts will be submitted to the Court should it likewise so require.

The Notice Program

48. The Settlement Administrator Epiq Systems Class Action and Claims Solution, one

of the leading class action notice and administration companies in the United States, has fully

complied with all requirements and conditions set forth in the Settlement Agreement. Following

Preliminary Approval, the Settlement Administrator received the Settlement Class list and

completed the Notice Program. The Settlement Administer continues to work closely with counsel

for the Parties in administering the Settlement pursuant to the terms of the Agreement and

requirements of the Preliminary Approval Order. All costs of the Settlement Administrator,

estimated to be $65,000.00, are being paid from the Settlement Fund.

49. The Notice Program was designed to and did provide the best notice practicable

under the circumstances, taking advantage of the information GTE has available about the

000188/01328948_1 11

Settlement Class.

50. The Settlement Class Notice and Notice Program constituted sufficient notice to all

persons entitled to notice. The Notice Program satisfies all applicable requirements of law,

including, but not limited to, Rule 1.220 Fla. R. Civ. P and constitutional due process.

51. The Notice Program was properly completed pursuant to the Court’s Preliminary

Approval Order, and was comprised of three parts: (1) Email Notice which was designed to reach

those Settlement Class members for which GTE maintained email addresses; (2) direct Postcard

Notice to all Settlement Class members for whom GTE did not provide an email address and those

who were sent an email that was returned undeliverable; and (3) a detailed Long Form Notice

containing more detail than the two other notices, which is available on the Settlement Website

and which the Settlement Administrator mailed to Settlement Class members who request it. The

Settlement Administrator also established and maintained the Settlement Website as well as a toll-

free telephone line, providing answers to frequently asked question via recorded voice answers.

52. Based upon the information GTE had about the Settlement Class, the Notice

Program apprised Settlement Class members of the following: : a description of the material terms

of the Settlement; a date by which Settlement Class members may exclude themselves from, or

opt-out of, the Settlement Class; a date by which the Settlement Class Members may object to the

Settlement; the date on which the Final Approval Hearing is scheduled to occur; and the address

of the Settlement Website at which Settlement Class members may access this Agreement and

other related documents and information.

53. The Notice Program was designed to reach a high percentage of the Settlement

Class and exceeds the requirements of constitutional due process.

54. The Settlement Class fully endorses and supports the Settlement. Following the

000188/01328948_1 12

successful Notice Program, as discussed hereinbelow, the Settlement Class had ample opportunity

to opt-out or object to the Settlement. As of the date of the filing of this motion, no one in the

Settlement Class has opted-out or objected. Should any opt-out request or objection be timely

submitted, Class Counsel will apprise the Court, and as to any such objection, will respond as to

why the objection should be overruled.

Certification of The Settlement Class is Proper

55. The numerosity requirement of Fla. R. Civ. P. 1.220 is satisfied because the

Settlement Class consists of thousands of GTE customers, and joinder of all such persons is

impracticable.

56. Fla. R. Civ. P. 1.220(a)(2) commonality is satisfied. Liability questions common

to all members of the Settlement Class substantially outweigh any possible issues that are

individual to each member of the Settlement Class. There are multiple questions of law and fact –

centering on GTE’s alleged systematic practice of assessing fees – that are common to the

Settlement Class, that are alleged to have injured all Settlement Class members in the same way,

and that would generate common answers central to the viability of the claims were the Action to

proceed to trial. The factual and/or legal issues raised in the Action include (i) whether GTE

violated contract provisions by charging Multiple Fees on the same transaction; and (ii) whether

GTE breached its covenant of good faith and fair dealing with Plaintiff and other class members

through its Multiple Fee policy and practice. Each Settlement Class member’s relationship with

GTE arises from Account agreements that are the same or substantially similar in all relevant

respects to other Settlement Class members’ Account agreements.

57. The Fla. R. Civ. P. 1.220 predominance requirement is readily satisfied because

liability questions common to all members of the Settlement Class substantially outweigh any

000188/01328948_1 13

possible issues that are individual to each member of the Settlement Class. Liability questions

common to all members of the Settlement Class substantially outweigh any possible issues that

are individual to each member of the Settlement Class.

58. Pursuant to Fla. R. Civ. P. 1.220(a)(3), Plaintiff’s claims are typical of absent

members of the Settlement Class because she was subjected to the same fees and suffered from

the same injuries and will benefit equally from the relief provided by the Settlement.

59. Pursuant to Fla. R. Civ. P. 1.220(a)(4), Plaintiff’s interests are coextensive with,

not antagonistic to, the interests of the Settlement Class because she and the absent Settlement

Class members have the same interest in the relief the Settlement affords, and the absent members

of the Settlement Class have no diverging interests.

I declare under penalty of perjury that the foregoing is true of my own personal knowledge.

Executed in Fort Lauderdale, Florida this 24th day of May, 2021.

/s/ Jeff Ostrow JEFF OSTROW

I declare under penalty of perjury that the foregoing is true of my own personal knowledge.

Executed in Washington, D.C. this 24th day of May, 2021.

/s/ Jeffrey Kaliel JEFFREY KALIEL

EXHIBIT 1

One West Las Olas Boulevard, Suite 500Fort Lauderdale, Florida 33301

Telephone: 954.525.4100Facsimile: 954.525.4300 Website: www.kolawyers.com

Miami – Fort Lauderdale – Boca Raton

FIRM RESUME

WHO WE ARE

The firm has a roster of accomplished attorneys. Clients have an

opportunity to work with some of the finest lawyers in Florida and the

United States, each one committed to upholding KO’s principles of

professionalism, integrity, and personal service. Among our roster, you’ll

find attorneys whose accomplishments include: being listed among the

“Legal Elite Attorneys” and as “Florida Super Lawyers”; achieving an AV®

Preeminent™ rating by the Martindale-Hubbell peer review process; being

Board Certified in their specialty; serving as in-house counsel for major

corporations, as a city attorney handling government affairs, as a public

defender, and as a prosecutor; achieving multi-millions of dollars through

verdicts and settlements in trials, arbitrations, and alternative dispute

resolution procedures; successfully winning appeals at every level in Florida

state and federal courts; and serving government in various elected and

appointed positions.

KO has the experience and resources necessary to represent large putative

classes. The firm’s attorneys are not simply litigators, but rather,

experienced trial attorneys with the support staff and resources needed to

coordinate complex cases.

For over two decades, Kopelowitz Ostrow Ferguson Weiselberg Gilbert

(KO) has provided comprehensive, results-oriented legal representation to

individual, business, and government clients throughout Florida and the

rest of the country. KO has the experience and capacity to represent its

clients effectively and has the legal resources to address almost any legal

need. The firm’s 26-plus attorneys have practiced at several of the nation’s

largest and most prestigious firms and are skilled in almost all phases of

law, including consumer class actions, multidistrict litigation involving mass

tort actions, complex commercial litigation, and corporate transactions. In

the class action arena, the firm has experience not only representing

individual aggrieved consumers, but also defending large institutional

clients, including multiple Fortune 100 companies.

OUR FIRM

Since its founding, KO has initiated and served as co-lead counsel and liaison

counsel in many high-profile class actions. Currently, the firm serves as liaison

counsel in a multidistrict class action antitrust case against four of the largest

contact lens manufacturers pending before Judge Schlesinger in the Middle

District of Florida. See In Re: Disposable Contact Lens Antitrust Litigation,

MDL 2626 as well as co-lead counsel in In re Zantac (Ranitidine) Prods. Liab. Litig.,

9:20-md-02924-RLR (S.D. Fla.).

Further, the firm has served or is currently serving as lead or co-lead counsel in

dozens of certified and/or proposed class actions against national and regional

banks involving the unlawful re-sequencing of debit and ATM transactions

resulting in manufactured overdraft fees, and other legal theories pertaining to

overdraft fees and insufficient funds (NSF) fees. The cases are pending, or were

pending, in various federal and state jurisdictions throughout the country,

including some in multidistrict litigation pending in the Southern District of

Florida and others in federal and state courts dispersed throughout the country.

KO’s substantial knowledge and experience litigating overdraft class actions and

analyzing overdraft damage data has enabled the firm to obtain about a dozen

multi-million dollar settlements (in excess of $400 million) for the classes KO

represents.

Additionally, other current cases are being litigated against automobile insurers

for failing to pay benefits owed to insureds with total loss vehicle claims; data

breaches; false advertising; defective consumer products and vehicles; antitrust

violations; and suits on behalf of students against colleges and universities

arising out of the COVID-19 pandemic.

The firm has in the past litigated certified and proposed class actions against

Blue Cross Blue Shield and United Healthcare related to their improper

reimbursements of health insurance benefits. Other insurance cases include

auto insurers failing to pay benefits owed to insureds with total loss vehicle

claims. Other class action cases include cases against Microsoft Corporation

related to its Xbox 360 gaming platform, ten of the largest oil companies in the

world in connection with the destructive propensities of ethanol and its impact

on boats, Nationwide Insurance for improper mortgage fee assessments, and

several of the nation’s largest retailers for deceptive advertising and marketing at

their retail outlets and factory stores.

CLASS ACTION

PLAINTIFF

The firm also brings experience in successfully defended many classactions on behalf of banking institutions, mortgage providers andservicers, an aircraft maker and U.S. Dept. of Defense contractor, amanufacturer of breast implants, and a national fitness chain.

The firm also has extensive experience in mass tort litigation, including thehandling of cases against Bausch & Lomb in connection with its Renu withMoistureLoc product, Wyeth Pharmaceuticals related to Prempro, BayerCorporation related to its birth control pill YAZ, and HowmedicaOsteonics Corporation related to the Stryker Rejuvenate and AGB II hipimplants. In connection with the foregoing, some of which has beenlitigated within the multidistrict arena, the firm has obtained millions inrecoveries for its clients.

CLASS ACTIONDEFENSE

MASS TORTLITIGATION

OTHER AREASOF PRACTICE

In addition to class action and mass tort litigation, the firm has extensiveexperience in the following practice areas: commercial and general civillitigation, corporate transactions, health law, insurance law, labor andemployment law, marital and family law, real estate litigation andtransaction, government affairs, receivership, construction law, appellatepractice, estate planning, wealth preservation, healthcare providerreimbursement and contractual disputes, white collar and criminal defense,employment contracts, environmental, and alternative dispute resolution.

FIND USONLINE

To learn more about KO, or any of the firm’s other attorneys, please visitwww.kolawyers.com.

Roberts v. Capital One, N.A., 16 Civ. 4841 (LGS) (S.D.N.Y 2020) - $17 million

Lloyd v. Navy Federal Credit Union, 17-cv-01280-BAS-RBB (S.D. Ca. 2019) - $24.5 million

Farrell v. Bank of America, N.A., 3:16-cv-00492-L-WVG (S.D. Ca. 2018) - $66.6 million

Bodnar v. Bank of America, N.A., 5:14-cv-03224-EGS (E.D. Pa. 2015) - $27.5 million

Morton v. Green Bank, 11-135-IV (20th Judicial District Tenn. 2018) - $1.5 million

Hawkins v. First Tennessee Bank, CT-004085-11 (13th Judicial District Tenn. 2017) -$16.75 million

Payne v. Old National Bank, 82C01-1012 (Cir. Ct. Vanderburgh 2016) - $4.75 million

Swift. v. Bancorpsouth, 1:10-CV-00090 (N.D. Fla. 2016) - $24.0 million

Mello v. Susquehanna Bank, 1:09-MD-02046 (S.D. Fla. 2014) – $3.68 million

Johnson v. Community Bank, 3:11-CV-01405 (M.D. Pa. 2013) - $1.5 million

McKinley v. Great Western Bank, 1:09-MD-02036 (S.D. Fla. 2013) - $2.2 million

Blahut v. Harris Bank, 1:09-MD-02036 (S.D. Fla. 2013) - $9.4 million

Wolfgeher Commerce Bank, 1:09-MD-02036 (S.D. Fla. 2013) - $18.3 million

Case v. Bank of Oklahoma, 09-MD-02036 (S.D. Fla. 2012) - $19.0 million Settlement

Hawthorne v. Umpqua Bank, 3:11-CV-06700 (N.D.Ca. 2012) - $2.9 million Settlement

Simpson v. Citizens Bank, 2:12-CV-10267 (E.D. Mi. 2012) - $2.0 million

Nelson v. Rabobank, RIC 1101391 (Riverside County, Ca. 2012) - $2.4 million

Harris v. Associated Bank, 1:09-MD-02036 (S.D. Fla. 2012) - $13.0 million

LaCour v. Whitney Bank, 8:11-CV-1896 (M.D. Fla. 2012) - $6.8 million

Orallo v. Bank of the West, 1:09-MD-202036 (S.D. Fla. 2012) - $18.0 million

Taulava v. Bank of Hawaii, 11-1-0337-02 (1st Cir. Hawaii 2011) - $9.0 million

Trevino v. Westamerica, CIV 1003690 (Marin County, CA 2010) - $2.0 million

FINANCIALINSTITUTIONS

CLASS ACTION AND MASS TORT SETTLEMENTS

FALSEPRICING

Gattinella v. Michael Kors (USA), 14-Civ-5731 (WHP) (S.D. NY 2015) - $4.875 million

Stathakos v. Columbia Sportswear, 4:15-cv-04543-YGR (N.D. Ca. 2018) - Injunctive relief prohibiting deceptive pricing practices

CONSUMERPROTECTION

Walters v. Target Corp., 3:16-cv-1678-L-MDD (S.D. Cal. 2020) – $8.2 million

Papa v. Grieco Ford Fort Lauderdale, LLC, 18-cv-21897-JEM (S.D. Fla. 2019) - $4.9 million

Bloom v. Jenny Craig, Inc., 18-cv-21820-KMM (S.D. Fla. 2019) - $3 million

DiPuglia v. US Coachways, Inc., 1:17-cv-23006-MGC (S.D. Fla. 2018) - $2.6 million

Masson v. Tallahassee Dodge Chrysler Jeep, LLC, 1:17-cv-22967-FAM (S.D. Fla. 2018) -$850,000

MASSTORT

In re Zantac (Ranitidine) Prods. Liab. Litig., 9:20-md-02924-RLR (S.D. Fla.) - MDL No. 2924 – Co-Lead Counsel

In re: Stryker Rejuvenate and ABG II PRODUCTS LIABILITY LITIGATION, 13-MD-2411 (17th Jud. Cir. Fla. Complex Litigation Division)

In re: National Prescription Opiate Litigation, 1:17-md-02804-DAP (N.D. Ohio) - MDL 2804

In re: Smith and Nephew BHR Hip Implant Products Liability Litigation, MDL-17-md-2775

Yasmin and YAZ Marketing, Sales Practivces and Products Liability Litigation, 3:09-md-02100-DRH-PMF (S.D. Ill.) – MDL 2100

In re: Prempro Products Liability Litigation, MDL Docket No. 1507, No. 03-cv-1507 (E.D. Ark.)

Jeff Ostrow is the Managing Partner of Kopelowitz Ostrow P.A. He established his ownlaw practice immediately upon graduation from law school in 1997, co-founded the currentfirm in 2001, and has since grown it to nearly 50 attorneys in 3 offices throughout SouthFlorida. In addition to overseeing the firm’s day-to-day operations and strategic direction,Mr. Ostrow practices full time in the areas of consumer class actions, sports and businesslaw. He is a Martindale-Hubbell AV® Preeminent™ rated attorney in both legal ability andethics.

Mr. Ostrow is an accomplished trial attorney who represents both Plaintiffs andDefendants, successfully trying many cases to verdict involving multi-million dollar damageclaims in state and federal courts. Currently, he serves as lead counsel in nationwide andstatewide class action lawsuits against many of the world’s largest financial institutions inconnection with the unlawful assessment of fees. To date, his efforts have successfullyresulted in the recovery of over $400,000,000 for tens of millions of bank customers, aswell as monumental changes in the way banks assess fees. In addition, Mr. Ostrow haslitigated consumer class actions against some of the world’s largest clothing retailers, healthinsurance carriers, technology companies, and oil conglomerates, along with serving asclass action defense counsel for some of the largest advertising and marketing agencies inthe world, banking institutions, real estate developers, and mortgage companies.

JEFF OSTROWManaging Partner

Bar AdmissionsThe Florida Bar

Court AdmissionsSupreme Court of the United States U.S. Court of Appeals for the Eleventh CircuitU.S. District Court, Southern District of FloridaU.S. District Court, Middle District of FloridaU.S. District Court, Northern District of FloridaU.S. District Court, Northern District of IllinoisU.S. District Court, Eastern District of MichiganU.S. District Court, Western District of TennesseeU.S. District Court, Western District of Wisconsin

EducationNova Southeastern University, J.D. - 1997University of Florida, B.S. – 1994

Email: Ostrow@kolawyers.com

Mr. Ostrow often serves as outside General Counsel to companies, advising them inconnection with their legal and regulatory needs. He has represented many Fortune 500®Companies in connection with their Florida litigation. He has handled cases covered bymedia outlets throughout the country and has been quoted many times on various legaltopics in almost every major news publication, including the Wall Street Journal, New YorkTimes, Washington Post, Miami Herald, and Sun-Sentinel. He has also appeared on CNN,ABC, NBC, CBS, FoxNews, ESPN, and almost every other major national andinternational television network in connection with his cases, which often involve industrychanging litigation or athletes in Olympic Swimming, the NFL, NBA and MLB.

In addition to the law practice, he is the President of ProPlayer Sports LLC, a full-servicesports agency and marketing firm. He represents both Olympic swimmers and select NFLathletes and is licensed by both the NFL Players Association and the NBA PlayersAssociation as a certified Contract Advisor. Mr. Ostrow handles all player-teamnegotiations of contracts, represents his clients in legal proceedings, negotiates allmarketing engagements, and oversees public relations and crisis management. He hasextensive experience in negotiating, mediating and arbitrating a wide-range of issues onbehalf of clients with the NFL Players Association, the International Olympic Committee,the United States Olympic Committee, USA Swimming and the United States Anti-DopingAgency.

He is the founder and President of Class Action Lawyers of American, a member of thePublic Justice Foundation, and a lifetime member of the Million Dollar Advocates Forum.The Million Dollar Advocates Forum is the most prestigious group of trial lawyers in theUnited States. Membership is limited to attorneys who have won multi-million dollarverdicts. Additionally, he has been named as one of the top lawyers in Florida by SuperLawyers® for several years running, honored as one of Florida’s Legal Elite Attorneys,recognized as a Leader in Law by the Lifestyle Media Group®, and nominated by theSouth Florida Business Journal® as a finalist for its Key Partners Award. Mr. Ostrow is arecipient of the Gator 100 award for the fastest growing University of Florida alumni-owned law firm in the world.’

When not practicing law, Mr. Ostrow serves on the Board of Governors of NovaSoutheastern University’s Wayne Huizenga School of Business and is a Member of theBroward County Courthouse Advisory Task Force. He is also the Managing Member ofOne West LOA LLC, a commercial real estate development company. Mr. Ostrow is afounding board member for the Jorge Nation Foundation, a 501(c)(3) non-profitorganization that partners with the Joe DiMaggio Children’s Hospital to send childrendiagnosed with cancer on all-inclusive Dream Trips to destinations of their choice. He haspreviously sat on the boards of a national banking institution and a national healthcaremarketing company.

Robert C. “Bobby” Gilbert has over three decades of experience handling class actions,multidistrict litigation and complex business litigation throughout the United States. He hasbeen appointed lead counsel, co-lead counsel, coordinating counsel or liaison counsel inmany federal and state court class actions. Bobby has served as trial counsel in class actionsand complex business litigation tried before judges, juries and arbitrators. He has alsobriefed and argued numerous appeals, including two precedent-setting cases before theFlorida Supreme Court.

Bobby was appointed as Plaintiffs’ Coordinating Counsel in In re Checking Account OverdraftLitig., MDL 2036, class action litigation brought against many of the nation’s largest banksthat challenged the banks’ internal practice of reordering debit card transactions in amanner designed to maximize the frequency of customer overdrafts. In that role, Bobbymanaged the large team of lawyers who prosecuted the class actions and served as theplaintiffs’ liaison with the Court regarding management and administration of themultidistrict litigation. He also led or participated in settlement negotiations with thebanks that resulted in settlements exceeding $1.1 billion, including Bank of America ($410million), Citizens Financial ($137.5 million), JPMorgan Chase Bank ($110 million), PNCBank ($90 million), TD Bank ($62 million), U.S. Bank ($55 million), Union Bank ($35million) and Capital One ($31.7 million).

Bobby has been appointed to leadership positions is numerous other class actions andmultidistrict litigation proceedings. He is currently serving as co-lead counsel in In re Zantac(Ranitidine) Prods. Liab. Litig., 9:20-md-02924-RLR (S.D. Fla.), as well as liaison counsel in Inre Disposable Contact Lens Antitrust Litig., MDL 2626 (M.D. Fla.); liaison counsel in In re 21stCentury Oncology Customer Data Security Beach Litig., MDL 2737 (M.D. Fla.); and In re Farm-Raised Salmon and Salmon Products Antitrust Litig., No. 19-21551 (S.D. Fla.). He previouslyserved as liaison counsel for indirect purchasers in In re Terazosin Hydrochloride AntitrustLitig., MDL 1317 (S.D. Fla.), an antitrust class action that settled for over $74 million.

ROBERT C. GILBERTPartner

Bar AdmissionsThe Florida BarDistrict of Columbia Bar

Court AdmissionsSupreme Court of the United StatesU.S. Court of Appeals for the 11th CircuitU.S. District Court, Southern District of FloridaU.S. District Court, Middle District of Florida

EducationUniversity of Miami School of Law, J.D. - 1985Florida International University, B.S. - 1982

Email: Gilbert@kolawyers.com

For the past 18 years, Bobby has represented thousands of Florida homeowners in classactions to recover full compensation under the Florida Constitution based on the FloridaDepartment of Agriculture’s taking and destruction of the homeowners’ private property.As lead counsel, Bobby argued before the Florida Supreme Court to establish thehomeowners’ right to pursue their claims; served as trial counsel in non-jury liability trialsfollowed by jury trials that established the amount of full compensation owed to thehomeowners for their private property; and handled all appellate proceedings. Bobby’stireless efforts on behalf of the homeowners resulted in judgments exceeding $93 million.

Bobby previously served as an Adjunct Professor at Vanderbilt University Law School,where he co-taught a course on complex litigation in federal courts that focused onmultidistrict litigation and class actions. He continues to frequently lecture and makepresentations on a variety of topics.

Bobby has served for many years as a trustee of the Greater Miami Jewish Federation andpreviously served as chairman of the board of the Alexander Muss High School in Israel,and as a trustee of The Miami Foundation.

JONATHAN M. STREISFELDPartner

Bar AdmissionsThe Florida Bar

Court AdmissionsSupreme Court of the United StatesU.S. Court of Appeals for the First, Second, Fourth, Fifth Ninth,and Eleventh CircuitsU.S. District Court, Southern District of FloridaU.S. District Court, Middle District of FloridaU.S. District Court, Northern District of FloridaU.S. District Court, Northern District of IllinoisU.S. District Court, Western District of MichiganU.S. District Court, Western District of New YorkU.S. District Court, Western District of Tennessee

EducationNova Southeastern University, J.D. - 1997Syracuse University, B.S. - 1994

Email: streisfeld@kolawyers.com

Jonathan M. Streisfeld joined KO as a partner in 2008. Mr. Streisfeld concentrates his practice inthe areas of consumer class actions, business litigation, and appeals nationwide. He is a Martindale-Hubbell AV® Preeminent™ rated attorney in both legal ability and ethics.

Mr. Streisfeld has vast and successful experience in class action litigation, serving as class counsel innationwide and statewide consumer class action lawsuits against the nation’s largest financialinstitutions in connection with the unlawful assessment of fees. To date, his efforts havesuccessfully resulted in the recovery of over $400,000,000 for millions of bank and credit unioncustomers, as well as profound changes in the way banks assess fees. Additionally, he has andcontinues to serve as lead and class counsel for consumers in many class actions involving falseadvertising and pricing, defective products, and data breach. In addition, Mr. Streisfeld has litigatedclass actions against some of the largest health and automobile insurance carriers and oilconglomerates, and defended class and collective actions in other contexts.

Mr. Streisfeld has represented a variety of businesses and individuals in a broad range of businesslitigation matters, including contract, fraud, breach of fiduciary duty, intellectual property, realestate, shareholder disputes, wage and hour, and deceptive trade practices claims. He also assistsbusiness owners and individuals with documenting contractual relationships. Mr. Streisfeld alsoprovides legal representation in bid protest proceedings.

Mr. Streisfeld oversees the firm’s appellate and litigation support practice, representing clients inthe appeal of final and non-final orders, as well as writs of certiorari, mandamus, and prohibition.His appellate practice includes civil and marital and family law matters.

Previously, Mr. Streisfeld served as outside assistant city attorney for the City of Plantation andVillage of Wellington in a broad range of litigation matters.

As a member of The Florida Bar, Mr. Streisfeld served for many years on the Executive Council ofthe Appellate Practice Section and is a past Chair of the Section’s Communications Committee.Mr. Streisfeld currently serves as a member of the Board of Temple Kol Ami Emanu-El.

DANIEL TROPINPartner

Bar AdmissionsThe Florida Bar

Court AdmissionsU.S. District Court, Southern District of FloridaU.S. District Court, Middle District of Florida

EducationUniversity of Virginia, J.D. - 2012Emory University, B.A. - 2008

Email: tropin@kolawyers.com

Daniel Tropin is a litigator who specializes in complex commercial cases and class actionlitigation. Mr. Tropin joined the law firm as a partner in 2018, and has a wealth ofexperience across the spectrum of litigation, including class actions, derivative actions,trade secrets, arbitrations, and product liability cases.

Mr. Tropin graduated from the University of Virginia law school in 2012, and prior tojoining this firm, was an associate at a major Miami law firm and helped launch a new lawfirm in Wynwood. He was given the Daily Business Review’s Most Effective Lawyers,Corporate Securities award in 2014. His previous representative matters include:

• Represented a major homebuilder in an action against a former business partner, whohad engaged in a fraud and defamation scheme to extort money from the client.Following a jury trial, the homebuilder was awarded $1.02 billion in damages. The awardwas affirmed on appeal.

• Represented the former president and CEO of a cruise line in a lawsuit against a majorinternational venture capital conglomerate, travel and entertainment company, based onallegations of misappropriation of trade secrets, breach of a non-disclosure agreement,and breach of a partnership agreement.

• Represented the CEO of a rapid finance company in an action seeking injunctive reliefto protect his interest in the company.

• Represented a medical supply distribution company an action that involved allegationsof misappropriation and breach of a non-circumvention agreement.

• Represented a mobile phone manufacturer and distributor in a multi-million-dollardispute regarding membership interests in a Limited Liability Company, with claimsalleging misappropriation of trade secrets and breach of fiduciary duty.

• Represented a major liquor manufacturer in a products liability lawsuit arising out of anincident involving flaming alcohol.

JOSH LEVINEPartnerBar AdmissionsThe Florida Bar

Court AdmissionsU.S. Court of Appeals for the Fifth CircuitU.S. Court of Appeals for the Sixth CircuitU.S. Court of Appeals for the Eleventh CircuitU.S. District Court, Southern District of FloridaU.S. District Court, Middle District of FloridaU.S. District Court, Northern District of Illinois

EducationUniversity of Miami School of Law, J.D. - 2011University of Central Florida, B.A. - 2006Email: levine@kolawyers.com

Josh Levine is a litigation attorney, and his practice takes him all over the State of Floridaand the United States. Mr. Levine focuses on civil litigation and appellate practice, primarilyin the areas of class actions and commercial litigation.

Mr. Levine has handled over 175 appeals in all five of Florida’s District Courts of Appealand the Florida Supreme Court, as well as multiple federal appellate courts. Mr. Levine hasrepresented both businesses and individuals in litigation matters, including contractualclaims, fraud, breach of fiduciary duty, negligence, professional liability, enforcement ofnon-compete agreements, trade secret infringement, real estate and title claims, otherbusiness torts, insurance coverage disputes, as well as consumer protection statutes.

Mr. Levine is a member of the Florida Bar Appellate Court Rules Committee, currentlyserving as the vice-chair of the Civil Practice Subcommittee and is an active member ofthe Appellate Practice Section of the Florida Bar and the Broward County Bar Association.Mr. Levine recently completed a four-year term as a member of the Board of Directors ofthe Broward County Bar Association Young Lawyers Section.

Mr. Levine received a Juris Doctor degree, Magna Cum Laude, from the University ofMiami School of Law. While attending law school, he served as an Articles and CommentsEditor on the University of Miami Inter-American Law Review and was on the Dean’sList, and a Merit Scholarship recipient. Mr. Levine also was awarded the Dean’s Certificateof Achievement in Legal Research and Writing, Trusts & Estates, & ProfessionalResponsibility classes.

Before joining KO, Mr. Levine worked at an Am Law 100 firm where he also focused oncivil litigation and appellate practice, primarily representing banks, lenders, and loanservicers in consumer finance related litigation matters.

KRISTEN LAKE CARDOSOPartner

Bar AdmissionsThe Florida Bar

Court AdmissionsU.S. District Court, Southern District of FloridaU.S. District Court, Middle District of Florida

EducationNova Southeastern University, J.D., 2007 University of Florida, B.A., 2004

Email: cardoso@kolawyers.com

Kristen Lake Cardoso is a litigation attorney focusing on complex commercial cases andconsumer class actions. She has gained valuable experience representing individuals andbusinesses in state and federal courts at both the trial and appellate levels in a variety oflitigation matters, including contractual claims, fraud, breach of fiduciary duty, negligence,professional liability, real estate claims, enforcement of non-compete agreements, tradesecret infringement, shareholder disputes, deceptive trade practices, other business torts, aswell as consumer protection statutes.

Mrs. Cardoso’s class action cases have involved, amongst other things, data breaches,violations of state consumer protection statutes, and breaches of contract. Mrs. Cardosohas represented students seeking reimbursements of tuition, room and board, and otherfees paid to their colleges and universities for in-person education, housing, meals, andother services not provided when campuses closed during the COVID-19 pandemic. Ms.Cardoso has also represented consumers seeking recovery of gambling losses from techcompanies that profit from illegal gambling games offered, sold, and distributed on theirplatforms.

Mrs. Cardoso is admitted to practice law throughout the State of Florida, as well as in theUnited States District Courts for the Southern District of Florida and the NorthernDistrict of Florida. Mrs. Cardoso attended the University of Florida, where she receivedher Bachelor's degree in Political Science, cum laude. She received her law degree fromNova Southeastern University, magna cum laude. While in law school, Mrs. Cardoso servedas an Articles Editor for the Nova Law Review, was on the Dean's List, and was therecipient of a scholarship granted by the Broward County Hispanic Bar Association for heracademic achievements. When not practicing law, Mrs. Cardoso serves as a volunteer atSaint David Catholic School.  She has also served on various committees with the JuniorLeague of Greater Fort Lauderdale geared towards improving the local communitythrough leadership and volunteering.

RACHEL GLASERAssociate

Bar AdmissionsThe Florida Bar

EducationNova Southeastern University, J.D., 2020 Florida State University, B.S., 2017

Email: glaser@kolawyers.com

Rachel Feder Glaser is an attorney in KO’s Fort Lauderdale office and is an active memberof the Florida Bar. Her practice focuses primarily on class action litigation. Ms. Glaserlitigates consumer class action lawsuits, including cases against some of the largest financialinstitutions in Florida and around the United States, challenging their unlawful assessmentand collection of account fees. She has also assisted the firm in class actions targeting autoinsurance companies across the country, in connection with the failure to provide propercoverage in the event of a total vehicular loss.

Ms. Glaser earned her Juris Doctor, summa cum laude, from Nova SoutheasternUniversity, Shepard Broad College of Law, where she served as an Executive BoardMember of the Nova Trial Association, Senior Associate for the Nova Law Review, and asa teaching assistant for the Legal Research and Writing department. Ms. Glaser wasconsistently placed on the Dean’s List and received the Book Awards in Legal research andWriting, Evidence, and Trial Advocacy.

While in law school, Ms. Glaser participated in national competitions for both the NovaTrial Association and the Moot Court Honor Society, winning a National Championship atthe 2019 Buffalo-Niagara Mock Trial Competition. For her excellence in advocacy, Ms.Glaser was inducted into the Order of the Barristers.

Ms. Glaser received a Bachelor of Science in both Accounting and Finance from FloridaState University. While attending Florida State, she interned for the University’s Office ofInspector General Services where she assisted internal auditors in investigating allegationsrelated to compliance, fraud, and abuse of university resources.

EXHIBIT 2

1100 15th Street, NW | 4th Floor Washington, DC 20005 202.350.4783 www.kalielgold.com

KALIEL GOLD PLLC

Kaliel Gold PLLC was founded in 2017 and is a 100% contingency Plaintiff-side law firm.

Our attorneys have decades of combined experience and have secured hundreds of millions of dollars

for their clients. Our firm’s practice focuses on representing consumers in class action litigation and

specifically on cases in the consumer financial services sector. In the four years since our firm was

founded, our firm has been appointed lead counsel or co-lead counsel in numerous class action and

putative class action lawsuits in state and federal courts nationwide including most recently in Roberts

v. Capital One, No. 1:16-cv-04841 (S.D.N.Y.); Walters v. Target Corp., No. 3:16-cv-00492 (S.D. Cal.);

Robinson v. First Hawaiian Bank, Civil No.17-1-0167-01 GWBC (1st Cir. Haw.); Liggio v. Apple Federal

Credit Union, No. 18-cv-01059 (E.D. Va.); Morris et al. v. Bank of America, N.A., No. 3:18-cv-00157-

RJC-DSC (W.D.N.C.); Brooks et al. v. Canvas Credit Union, 2019CV30516 (Dist. Ct. for Denver Cnty.,

Colo.); Figueroa v. Capital One, N.A., Case No. 3:18-cv-00692-JM-BGS (S.D. Cal.); White v. Members 1st

Credit Union, Case No. 1:19-cv-00556-JEJ (M.D. Pa.); Plummer v. Centra Credit Union, Case No. 03D01-

1804-PL-001903 (Cnty. Of Bartholomew, Ind.); Holt v. Community America Credit Union, Case No. 4:19-

cv-00629-FJG (W.D. Mo.); Trinity Management v. Charles Puckett, Case No. GCG-17-558960 (Super. Ct.,

San Francisco Cnty, Cal.); Martin v. L&N Federal Credit Union. No. 19-CI-022873 (Jefferson Cir. Ct.,

Div. One); Clark v. Hills Bank and Trust Company, No. LACV080753 (Iowa Dist. Ct. Johnson Cnty.);

Morris v. Provident Credit Union, Case No. CGC-19-581616 (Super. Ct., San Francisco Cnty., Cal.).

As shown in the biographies of our attorneys and the list of class counsel appointments, Kaliel

Gold PLLC is well versed in class action litigation and zealously advocates for its clients. To learn

more about Kaliel Gold PLLC, or any of the firm’s attorneys, please visit www.kalielgold.com.

JEFFREY D. KALIEL

Jeffrey Kaliel earned his law degree from Yale Law School in 2005. He graduated from Amherst College summa cum laude in 2000 with a degree in Political Science, and spent one year studying Philosophy at Cambridge University, England.

Over the last 10 years, Jeff has built substantial class action experience. He has received “Washington D.C. Rising Stars Super Lawyers 2015″ recognition.

Jeff has been appointed lead Class Counsel in numerous nationwide and state-specific class actions. In those cases, Jeff has won contested class certification motions, defended dispositive motions, engaged in data-intensive discovery and worked extensively with economics and information technology experts to build damages models. Jeff has also successfully resolved numerous class actions by settlement, resulting in hundreds of millions of dollars in relief for millions of class members.

Currently Jeff is actively litigating several national class action cases, including actions against financial services entities and other entities involved in predatory lending and financial services targeting America’s most vulnerable populations.

Jeff's class action successes extend beyond financial services litigation. He seeks to lead cases that serve the public interest. Jeff has worked with nonprofits such as the Humane Society, Compassion Over Killing, and the National Consumers League to fight for truth in the marketplace on food and animal products.

Jeff has over a decade of experience in high-stakes litigation. He was in the Honors Program at the Department of Homeland Security, where he worked on the Department’s appellate litigation. Jeff also helped investigate the DHS response to Hurricane Katrina in preparation for a Congressional inquiry. Jeff also served as a Special Assistant US Attorney in the Southern District of California, prosecuting border-related crimes.

Jeff is a former Staff Sergeant in the Army, with Airborne and Mountain Warfare qualifications. He is a veteran of the second Iraq war, having served in Iraq in 2003.

Jeff is admitted to practice in California and Washington, DC, and in appellate and district courts across the country.

Jeff lives in Washington, D.C. with his wife, Debbie, and their three children.

SOPHIA GOREN GOLD

Sophia Goren Gold is a third-generation Plaintiff’s lawyer. A summa cum laude graduate of Wake Forest University and the University of California, Berkeley, School of Law, Sophia has spent her entire career fighting for justice.

A fierce advocate for those in need, Sophia’s practice centers around taking on financial institutions, insurance companies, and other large corporate interests. Sophia has participated in hundreds of individual and class cases in both state and federal courts across the country. Collectively, she has helped secure tens of millions of dollars in relief on behalf of the classes she represents.

In addition to providing monetary relief, Sophia’s extensive litigation experience has resulted in real-world positive change. For example, she brought litigation which resulted in the elimination of the Tampon Tax in the State of Florida, and she was influential in changing the state of Delaware’s Medicaid policy, resulting in greater access to life-saving medication.

Sophia is currently representing consumers in numerous cases involving the assessment of improper fees by banks and credit unions, such as overdraft fees, insufficient funds fees, and out of network ATM fees. She is also currently representing consumers who have been the victims of unfair and deceptive business practices.

Sophia is admitted to practice in California and Washington, D.C. When not working, Sophia enjoys spending time with her husband, daughter, and their goldendoodle.

BRITTANY CASOLA

Brittany Casola attended the University of Central Florida in Orlando and graduated in 2012 with a bachelor’s degree in Political Science and a minor in Spanish. Brittany earned her Juris Doctorate from California Western School of Law in 2015 and graduated magna cum laude in the top 10% of her class.

Throughout the course of her law school career, she served as a judicial extern to the Honorable Anthony J. Battaglia for the United States District Court, Southern District of California and worked multiple semesters as a certified legal intern for the San Diego County District Attorney’s Office. Brittany was awarded Academic Excellence Awards in law school for receiving the highest grade in Trial Practice, Health Law & Policy, and Community Property.

Before joining Kaliel Gold PLLC, Brittany worked as a judicial law clerk for the Honorable Anthony J. Battaglia and as an associate attorney for Carlson Lynch LLP, specializing in consumer complex litigation.

AMANDA ROSENBERG

Amanda Rosenberg graduated cum laude from the University of California, Hastings College of the Law in 2011 and the University of California, San Diego in 2008, where she earned departmental Honors with Highest Distinction in history.

Before joining Kaliel Gold PLLC, Amanda represented and advised small businesses and financial institutions in litigation matters including employment disputes, merchant disputes, credit and charge card disputes, wrongful foreclosures, and securities. She has successfully litigated cases in California, Illinois, and Michigan.

Amanda is an active volunteer in her community and has helped numerous individuals understand and navigate their rights in the workplace.

In law school, Amanda worked as an extern for the Honorable Judge Vaughn Walker in the United States District Court, Northern District of California. Amanda was awarded academic excellence awards for receiving the highest grades in Trial Advocacy and Litigating Class Action Employment.

When not working, Amanda loves exploring Michigan’s outdoors with her husband, kids, and rescue dog.

CLASS COUNSEL APPOINTMENTS

• Roberts v. Capital One, No. 1:16-cv-04841 (S.D.N.Y.);

• Walters v. Target Corp., No. 3:16-cv-00492 (S.D. Cal.);

• Figueroa v. Capital One, N.A., Case No. 3:18-cv-00692-JM-BGS (S.D. Cal.).

• Robinson v. First Hawaiian Bank, Civil No.17-1-0167-01 GWBC (1st Cir. Haw.);

• Brooks et al. v. Canvas Credit Union, 2019CV30516 (Dist. Ct. for Denver Cnty., Colo.).

• Liggio v. Apple Federal Credit Union, Civil No. 18-cv-01059 (E.D. Va.);

• Morris et al. v. Bank of America, N.A., Civil No. 3:18-cv-00157-RJC-DSC (W.D.N.C.);

• White v. Members 1st Credit Union, Case No. 1:19-cv-00556-JEJ (M.D. Pa.);

• Plummer v. Centra Credit Union, Case No. 03D01-1804-PL-001903 (Bartholomew Cnty., Ind.);

• Holt v. Community America Credit Union, Case No. 4:19-cv-00629-FJG (W.D. Mo.);

• Trinity Management v. Charles Puckett, Case No. GCG-17-558960 (Super. Ct., San Francisco, Cnty., Cal.);

• Martin v. L&N Federal Credit Union. No. 19-CI-022873 (Jefferson Cir. Ct., Division One);

• Clark v. Hills Bank and Trust Company, No. LACV080753 (Iowa Dist. Ct. Johnson Cnty.);

• Morris v. Provident Credit Union, Case No. CGC-19-581616 (Super. Ct. San Francisco Cnty., Cal.).

• Bodnar v. Bank of America, N.A., 5:14-cv-03224 (E.D. Pa.);

• In re Higher One OneAccount Marketing and Sales Practice Litigation., No. 12-md-02407-VLB (D. Conn.).

• Shannon Schulte, et al. v. Fifth Third Bank., No. 1:09-cv-06655 (N.D. Ill.);

• Kelly Mathena v. Webster Bank, No. 3:10-cv-01448 (D. Conn.);

• Nick Allen, et al. v. UMB Bank, N.A., et al., No. 1016 Civ. 34791 (Cir. Ct. Jackson Cnty., Mo.);

• Thomas Casto, et al. v. City National Bank, N.A., 10 Civ. 01089 (Cir. Ct. Kanawha Cnty., W. Va.);

• Eaton v. Bank of Oklahoma, N.A., and BOK Financial Corporation, d/b/a Bank of Oklahoma, N.A., No. CJ-2010-5209 (Dist. Ct. for Tulsa Cnty., Okla.);

• Lodley and Tehani Taulva, et al., v. Bank of Hawaii and Doe Defendants 1-50, No. 11-1-0337-02 (Cir. Ct. of 1st Cir., Haw.);

• Jessica Duval, et al. v. Citizens Financial Group, Inc., et al, No. 1:10-cv-21080 (S.D. Fla.);

• Mascaro, et al. v. TD Bank, Inc., No. 10-cv-21117 (S.D. Fla.);

• Theresa Molina, et al., v. Intrust Bank, N.A., No. 10-cv-3686 (18th Judicial Dist., Dist. Ct. Sedgwick Cnty., Kan.);

• Trombley v. National City Bank, 1:10-cv-00232-JDB (D.D.C.); Galdamez v. I.Q. Data Internatonal, Inc., No. l:15-cv-1605 (E.D. Va.);

• Brown et al. v. Transurban USA, Inc. et al., No. 1:15-CV-00494 (E.D. Va.);

• Grayson v. General Electric Co., No. 3:13-cv-01799 (D. Conn.);

• Galdamez v. I.Q. Data Internatonal, Inc., No. l:15-cv-1605 (E.D. Va.).

EXHIBIT C

IN THE CIRCUIT COURT OF THE 13TH JUIDICIAL CIRCUIT INAND FOR HILLSBOROUGH COUNTY, FL

CIRCUIT CIVIL DIVISION Case No.: 20-CA-002728 Division D

DECLARATION OF ROBERT COOMES REGARDING IMPLEMENTATION OF THE NOTICE PROGRAM

I, Robert Coomes, hereby declare and state as follows:

1. I am a Project Manager employed by Epiq Class Action & Claims Solutions, Inc.

(“Epiq”). I have more than 2 years of experience handling all aspects of settlement administrations.

The statements of fact in this declaration are based on my personal knowledge and information

provided to me by my colleagues in the ordinary course of business, and if called on to do so, I could and

would testify competently thereto.

2. Epiq was appointed the Settlement Administrator pursuant to the Court’s Amended Order

Preliminarily Approving Class Settlement (the “Order”) dated March 4, 2021, and in accordance with the

Settlement Agreement and Release dated February 12, 2021 (the “Agreement”).1 I submit this

Declaration in order to advise the Parties and the Court regarding the implementation of the Court-

approved Class Notice Program, and to report on Epiq’s handling to date of the Claims administration, in

accordance with the Order and the Agreement.

3. Epiq was established in 1968 as a client services and data processing company. Epiq has

administered more than 4,500 settlements, including some of the largest and most complex cases ever

________________________ 1 All capitalized terms not otherwise defined in this document shall have the same meanings ascribed to them in the Agreement.

ALIA BAPTISTE, on behalf of herself and all others similarly situated,

Plaintiff,

vs.

GTE FEDERAL CREDIT UNION D/B/A GTE FINANCIAL,

Defendant.

settled. As an experienced neutral third-party administrator working with settling parties, courts, and

mass action participants, Epiq has handled hundreds of millions of notices, disseminated hundreds of

millions of emails, handled millions of phone calls, processed tens of millions of claims, and distributed

hundreds of billions in payments.

DATA TRANSFER

4. On March 9th and 10th, 2021, Counsel for Defendant provided Epiq with two electronic

files containing Class Member records. The first file contained 22,740 rows of names, addresses, email

addresses, and account status details for Class Members (“Class Data”). The second file, also with

22,740 rows, contained overdraft and non-sufficient fund details relating to the records in the first file.

5. Epiq combined the data from the above files (“Class Data”) and loaded the information

into a database created for the purpose of administration of the proposed Settlement. Epiq assigned

unique identifiers to all the records it received to maintain the ability to track them throughout the

Settlement administration process. Epiq consolidated the data for individuals with multiple accounts,

which resulted in 21,353 Class Member records (the “Class List”).

DISSEMINATION OF INDIVIDUAL CLASS NOTICE

6. On March 24th, 2021, Epiq sent 20,408 Email Notices to potential Settlement Class

Members a valid email address. The Summary Email Notice was created using an embedded html text

format. This format provided easy to read text without graphics, tables, images and other elements that

would increase the likelihood that the message could be blocked by Internet Service Providers (ISPs)

and/or SPAM filters. Each Email Notice was transmitted with a unique message identifier. If the

receiving e-mail server could not deliver the message, a “bounce code” was returned along with the

unique message identifier. For any Email Notice for which a bounce code was received indicating that the

message was undeliverable, at least two additional attempts were made to deliver the Notice by email.

7. The Email Notice included an embedded link to the case website. By clicking the link,

recipients are able to easily access the case website to view the Long Form Notice, Preliminary Approval

Order, Settlement Agreement, Postcard Notice, and other information about the Settlement. The Email

Notice is included as Exhibit A.

8. After completion of the initial Email Notice effort, Epiq received back 2,566 undeliverable

emails. On April 13, 2021, Epiq sent to those Settlement Class Member with a valid physical mailing a

Postcard Notice for each Settlement Class Member with an email address that “bounced” back as

undeliverable in the initial effort.

9. Prior to the initial mailing of the Postcard Notice, the addresses were certified via the Coding

Accuracy Support System (“CASS”) to ensure the quality of the zip code and verified through Delivery

Point Validation (“DPV”) to verify the accuracy of the addresses. This address updating process is

standard for the industry and for the majority of promotional mailings that occur today.

10. On March 24th, 2021, Epiq sent 945 Summary Postcard Notices by USPS First Class Mail to

potential Settlement Class Members with a physical mailing address and without a valid email address. A

copy of the Postcard Notice is included as Exhibit B.

11. The return address on the Postcard Notice is a post office box maintained by Epiq. Epiq will

be remailing Postcard Notices for addresses that were corrected through the USPS and via an extra search

for different addresses using a third-party lookup service. Address updating and re-mailing for

undeliverable Postcard Notices is ongoing and will continue through the Final Approval Hearing.

12. As of May 19, 2021, Epiq has mailed and emailed Email and Postcard Notices to 39

Settlement Class Members whose notices are currently known to be undeliverable, which is a 99.8%

deliverable rate to the Class.

SETTLEMENT WEBSITE

13. On March 23, 2021, Epiq launched a website, www.BaptisteFeeLitigation.com, that

potential Class Members could visit to obtain additional information about the proposed Settlement, as

well as important documents, including the Long Form Notice, the Long Form Notice in Spanish, the

Postcard Notice, Settlement Agreement, Preliminary Approval Order, and any other relevant information

that the parties agree to provide or that the Court may require (“Website”). The Website contains a

summary of options available to Class Members, deadlines to act, and provides answers to frequently

asked questions. References to the Website were prominently displayed in the Postcard Notice and Email

Notice.

14. As of May 19, 2021, the Website has been visited by 937 unique visitors and 1,409

website pages have been viewed. Epiq has maintained and will continue to maintain and update the

Website throughout the administration of the proposed Settlement.

TOLL-FREE INFORMATION LINE

15. On March 23, 2021, Epiq established a 24-hour toll-free interactive Voice Response Unit

(“VRU”), 1 (888) 266-9301, to provide information about the Settlement. Callers hear an introductory

message and then are provided with scripted information about the Settlement in the form of recorded

answers to frequently asked questions. The toll-free number was included in the Postcard Notice and

Email Notice sent to Class Members.

16. As of May 19, 2021, the toll-free number has received 152 calls representing 453 total

minutes. Epiq has and will continue to maintain and update the VRU throughout the Settlement

administration process.

EXCLUSIONS AND OBJECTIONS

17. The deadline to request exclusion from the Settlement or to object to the Settlement is

June 8, 2021. As of May 19, 2021, Epiq has not received any requests for exclusion from the Settlement,

nor is Epiq aware of any objections to the Settlement.

I declare under penalty of perjury under the laws of the State of Florida that the foregoing is true

and correct and that this declaration was executed on May 19, 2021, in New Albany, Indiana.

/s/ Robert Coomes Robert Coomes Project Manager Epiq Class Action & Claims Solutions, Inc. (“Epiq”)

Exhibit A

From: Baptiste v. GTE FCU Settlement AdministratorTo: Baird, Scott; Cordial, Christopher; Coomes, RobSubject: Notice of Baptiste v. GTE FCU Overdraft SettlementDate: Wednesday, March 24, 2021 12:47:43 PM

CAUTION: This email originated from outside of Epiq. Do not click links or open attachments unless you recognize thesender and know the content is safe. Report phishing by using the phish alert button or forward tophishing@epiqglobal.com.

Alia Baptiste v. GTE Federal Credit Union d/b/a GTE Financial

NOTICE OF PENDING CLASS ACTION AND PROPOSED SETTLEMENT.READ THIS NOTICE FULLY AND CAREFULLY; THE PROPOSED SETTLEMENT

MAY AFFECT YOUR RIGHTS!

IF YOU HAVE OR HAD A CHECKING ACCOUNT WITH GTE FEDERAL CREDITUNION D/B/A GTE FINANCIAL AND YOU WERE CHARGED CERTAIN

INSUFFICIENT FUNDS FEES BETWEEN MARCH 24, 2015, AND FEBRUARY 12,2021, THEN YOU MAY BE ENTITLED TO A PAYMENT AND/OR FORGIVENESS OF

CERTAIN UNCOLLECTED FEES FROM A CLASS ACTION SETTLEMENT.

The Circuit Court of 13th Judicial District in and for Hillsborough County, Florida hasauthorized this Notice; it is not a solicitation from a lawyer.

You may be a member of the Settlement Class in Alia Baptiste v. GTE Federal Credit Uniond/b/a GTE Financial, in which the Plaintiff alleges that Defendant unlawfully assessed certain

NSF Fees and UCF Fees (collectively “Multiple Fees”) between March 24, 2015, andFebruary 12, 2021. The total Value of the Settlement to the Settlement Class is approximately

$1,200,000.00. If you are a member of the Settlement Class and if the Settlement isapproved, you may be entitled to receive a cash payment from the $975,000.00 SettlementFund and/or GTE’s forgiveness of approximately $200,000.00 in Uncollected Multiple Fees

assessed to Settlement Class Members, all benefits established by the Settlement. If you area member of the Settlement Class, you will receive a payment or Account credit from theSettlement Fund, and/or forgiveness of fees, so long as you do not opt out of or exclude

yourself from the Settlement. You do not have to do anything to be entitled to a paymentor account credit from the Settlement Fund, or forgiveness of uncollected fees.

The Court has preliminarily approved this Settlement. It will hold a Final Approval Hearing in

this case on July 8, 2021. At that hearing, the Court will consider whether to grant FinalApproval to the Settlement, and whether to approve payment from the Settlement Fund of up

to $5,000.00 in a Service Award to the Class Representative, up to 33.33% of the Value of theSettlement as attorneys’ fees, and reimbursement of costs to the attorneys and the SettlementAdministrator. If the Court grants Final Approval of the Settlement and you do not request to

be excluded from the Settlement, you will release your right to bring any claim covered by theSettlement. In exchange, Defendant has agreed to issue a credit to your Account, a cashpayment to you if you are no longer a customer, and/or to forgive certain Multiple Fees.

To obtain a Long Form Notice and other important documents please visit

BaptisteFeeLitigation.com. Alternatively, you may call 1-888-266-9301.

If you do not want to participate in this Settlement—you do not want to receive a cashpayment and/or the forgiveness of Uncollected Multiple Fees and you do not want to be

bound by any judgment entered in this case—you may exclude yourself by submitting an opt-out request postmarked no later than June 8, 2021. If you want to object to this Settlementbecause you think it is not fair, adequate, or reasonable, you may object by submitting an

objection postmarked no later than June 8, 2021. You may learn more about the opt-out andobjection procedures by visiting BaptisteFeeLitigation.com or by calling 1-888-266-9301.

To unsubscribe from this list, please click on the following link: Unsubscribe

Exhibit B

Alia Baptiste v. GTE Federal Credit UnionP.O. Box 5418Portland, OR 97228-5418

Legal Notice about a Class Action Settlement

NOTICE OF PENDING CLASS ACTION AND PROPOSED SETTLEMENT

READ THIS NOTICE FULLY AND CAREFULLY; THE PROPOSED

SETTLEMENT MAY AFFECT YOUR RIGHTS!

IF YOU HAVE OR HAD A CHECKING ACCOUNT WITH GTE FEDERAL

CREDIT UNION D/B/A GTE FINANCIAL AND YOU WERE CHARGED CERTAIN

INSUFFICIENT-FUNDS FEES BETWEEN MARCH 24, 2015, AND FEBRUARY 12,

2021, THEN YOU MAY BE ENTITLED TO A PAYMENT AND/OR FORGIVENESS OF CERTAIN UNCOLLECTED FEES FROM

A CLASS ACTION SETTLEMENT.

FIRST-CLASS MAILU.S. POSTAGE

PAIDPortland, OR

PERMIT NO. 2882

The Circuit Court of 13th Judicial District in and for Hillsborough County, Florida has authorized this Notice; it is not a solicitation from a lawyer.

You may be a member of the Settlement Class in Alia Baptiste v. GTE Federal Credit Union d/b/a GTE Financial, in which the Plaintiff alleges that Defendant unlawfully assessed certain NSF Fees and UCF Fees (collectively “Multiple Fees”) between March 24, 2015, and February 12, 2021. GTE denies all liability in the Action. The total Value of the Settlement to the Settlement Class is approximately $1,200,000.00. If you are a member of the Settlement Class and if the Settlement is approved, you may be entitled to receive a cash payment from the $975,000.00 Settlement Fund and/or GTE’s forgiveness of approximately $200,000 in Uncollected Multiple Fees assessed to Settlement Class Members, all benefits established by the Settlement. If you are a member of the Settlement Class, you will receive a payment or Account credit from the Settlement Fund, and/or forgiveness of fees, so long as you do not opt out of or exclude yourself from the Settlement. You do not have to do anything to be entitled to a payment or account credit from the Settlement Fund, or forgiveness of uncollected fees. The Court has preliminarily approved this Settlement. It will hold a Final Approval Hearing in this case on July 8, 2021. At that hearing, the Court will consider whether to grant Final Approval to the Settlement, and whether to approve payment from the Settlement Fund of up to $5,000.00 in a Service Award to each Class Representative, up to 33.33% of the Value of the Settlement as attorneys’ fees, and reimbursement of costs to the attorneys and the Settlement Administrator. If the Court grants Final Approval of the Settlement and you do not request to be excluded from the Settlement, you will release your right to bring any claim covered by the Settlement. In exchange, Defendant has agreed to issue a credit to your Account, a cash payment to you if you are no longer a customer, and/or to forgive certain Multiple Fees. To obtain a Long Form Notice and other important documents please visit BaptisteFeeLitigation.com. Alternatively, you may call 1-888-266-9301. If you do not want to participate in this Settlement—you do not want to receive a cash payment and/or the forgiveness of Uncollected Multiple Fees and you do not want to be bound by any judgment entered in this case—you may exclude yourself by submitting an opt-out request postmarked no later than June 8, 2021. If you want to object to this Settlement because you think it is not fair, adequate, or reasonable, you may object by submitting an objection postmarked no later than June 8, 2021. You may learn more about the opt-out and objection procedures by visiting BaptisteFeeLitigation.com or by calling 1-888-266-9301. AC8932 v.04

EXHIBIT D

IN THE CIRCUIT COURT OF THE 13TH JUIDICIAL CIRCUIT INAND FOR HILLSBOROUGH COUNTY, FLORIDA

ALIA BAPTISTE, on behalf of herself and all others similarly situated,

Plaintiff,

vs. GTE FEDERAL CREDIT UNION D/B/A GTE FINANCIAL,

Defendant.

CIRCUIT CIVIL DIVISION Case No.: 20-CA-002728 Division D

[PROPOSED] FINAL ORDER AND JUDGMENT APPROVING CLASS SETTLEMENT,

AWARDING ATTORNEYS’ FEES AND COSTS, AND DISMISSING ACTION

THIS CAUSE came before the Court on July 8, 2021, pursuant to Plaintiff’s and Class

Counsels’ Motion for Final Approval of Class Settlement and Application for Award of Attorneys’

Fees, Costs and Service Award (“Motion for Final Approval”).

On March 4, 2021, this Court entered an Amended Order Preliminarily Approving Class

Settlement and Certifying Settlement Class that granted preliminary approval to the proposed class

action settlement set forth in the Settlement Agreement and Release1 between Plaintiff Alia

Baptiste and Defendant GTE Federal Credit Union.

The Preliminary Approval Order provisionally found and concluded, inter alia, that: (i) the

proposed Settlement Class meets the requirements of Fla. R. Civ. P. 1.220 (b)(2) and (3) and

certified the Settlement Class for settlement purposes only; (ii) appointed the Class Representative

and Class Counsel; (iii) the terms of the Settlement are fair, adequate, and reasonable; (iv) the

Notice Program satisfies Fla. R. Civ. P. 1.220 (d) and due process requirements and is reasonably

1 All terms capitalized herein have the same meanings as those in the Agreement.

2

calculated, under the circumstances, to apprise Settlement Class members of the pendency of the

Action and of their right to object or to exclude themselves from the Settlement; and (vi)

established a series of deadlines for events and filings culminating in a Final Approval Hearing on

July 8, 2021.

On May 24, 2021, Plaintiff and Class Counsel filed their Motion for Final Approval,

together with supporting exhibits, including the Joint Declaration of Class Counsel Jeff Ostrow

and Jeffrey Kaliel and the Declaration of Robert Coomes, the Settlement Administrator. On July

8, 2021, at 10:30 a.m., the Court held the Final Approval Hearing to evaluate the Settlement and

Class Counsel’s request for attorneys’ fees, costs, and Service Award.

The Court has reviewed and considered the Motion for Final Approval and the

presentations by the Parties’ counsel concerning: (i) whether the Notice Program complied with

the Agreement and Preliminary Approval Order and gave members of the Settlement Class

appropriate notice of the Settlement and their rights to opt-out of or object to the Settlement; (ii)

whether the Settlement is fair, reasonable and adequate and should be granted Final Approval; (iii)

the amount of attorneys’ fees and costs to be awarded to Class Counsel; and (iv) the Service Award

to be awarded to the Class Representative.

Having reviewed and considered the Motion for Final Approval, the presentations by the

Parties’ counsel, and being otherwise advised, the Court hereby ORDERS AND ADJUDGES as

follows:

1. The Court has personal jurisdiction over the Parties and all Settlement Class

Members, venue is proper, and the Court has subject matter jurisdiction to approve the Settlement

and to enter this Final Approval Order.

2. The Court finds that the prerequisites for a class action under Fla. R. Civ. P. 1.220

3

(a) and (b)(2) and (3) have been satisfied for settlement purposes for each Settlement Class

Member in that: (a) the number of Settlement Class members is so numerous that joinder of all

members thereof is impracticable; (b) there are questions of law and fact common to the Settlement

Class; (c) the claims of the Class Representative are typical of the claims of the Settlement Class

members; (d) the Class Representative and Class Counsel have fairly and adequately represented

the interests of Settlement Class members for purposes of the Settlement; (e) questions of law and

fact common to the Settlement Class members predominate over any questions affecting any

individual Settlement Class member; and (f) a class action is superior to the other available

methods for the fair and efficient adjudication of the controversy.

3. Pursuant to Fla. R. Civ. P. 1.220, this Court hereby finally certifies the Settlement

Class for settlement purposes only, as identified in Agreement, which shall consist of the

following:

All current and former GTE consumer share draft members in the United States who were charged Multiple Fees during the Class Period.

The Class Period includes the period from March 24, 2015, through February 12, 2021. Excluded

from the Settlement Class are GTE, its parents, subsidiaries, affiliates, officers and directors, all

Settlement Class members who make a timely election to be excluded, and all judges assigned to

this litigation and their immediate family members.

4. The Court reaffirms its appointment of Plaintiff as Class Representative and finds

that the Class Representative has adequately and fairly represented and will continue to adequately

represent and protect the interests of Settlement Class in connection with the Settlement.

5. The Court reaffirms its appointment of Jeff Ostrow and Jonathan Streisfeld of

Kopelowitz Ostrow P.A. and Jeffrey Kaliel of Kaliel PLLC as Class Counsel and finds that Class

Counsel have adequately and fairly represented and will continue to adequately represent and

4

protect the interests of Settlement Class in connection with the Settlement.

6. The Court finds that: (i) the Notice Program was carried out as set forth in the

Agreement and the Preliminary Approval Order; (ii) the Notice constituted the best practicable

notice under the circumstances, was reasonably calculated, under the circumstances, to apprise

Settlement Class members of the pendency of the Action and of their right to object or to exclude

themselves from the Settlement; (iii) the Notice and Notice Program constituted adequate and

sufficient notice to all persons entitled to receive notice, including all members of the Settlement

Class, and complied with and satisfied all requirements of law, including but not limited to Florida

Rule of Civil Procedure 1.220 and Due Process.

7. Due and adequate notice of the proceedings having been given, through the Notice

and Notice Program, to the Settlement Class and a full opportunity having been offered to the

Settlement Class to participate in the Final Approval Hearing, it is hereby determined that the

terms of the Settlement, as set forth in the Agreement, and of this Final Approval Order are forever

binding on, and shall have res judicata and preclusive effect in all pending and future lawsuits

maintained by the Class Representative and all Settlement Class Members, as well as their agents,

attorneys, heirs, executors, administrators, successors and assigns.

8. The Settlement includes a cash common fund of $975,000.00, forgiveness of

Uncollected Multiple Fees of $203,921.00, and valuable revisions to GTE’s Account disclosures

to better inform Account Holders and future credit union members of how the fees at issue are

assessed.

9. The Court finds that the Settlement was reached in good faith and negotiated at

arm’s length by the Parties and their experienced counsel who were fully informed of the facts and

circumstances of this Action and of the strengths and weaknesses of their respective positions.

5

The Settlement was reached after the Parties engaged in significant litigation, including motion

practice and discovery. Counsel for the Parties were well-positioned to evaluate the benefits of the

Settlement, considering the expense, risk, and uncertainty of continued litigation with respect to

numerous, difficult, and complex questions of fact and law. In addition, the Court finds as follows

regarding the factors set forth in Nelson v. Wakulla Cnty., 985 So. 2d 564, 570 (Fla. 1st DCA

2008):

a. the Settlement, as memorialized in the Agreement, was not the product of collusion

between the Class Representative and GTE or their respective counsel, but rather was

the result of bona fide and arm’s length negotiations;

b. this litigation was complex, expensive and time consuming, and would have continued

to be so if the Parties had not reached the Settlement;

c. substantial and adequate discovery was completed, and the factual record has been

sufficiently developed to enable Class Counsel to make a reasoned judgment;

d. Class Counsel, the Class Representative and the Settlement Class would have faced

numerous risks with respect to class certification and on the merits if they had

continued to litigate rather than settle;

e. the benefits provided by the Settlement are fair, adequate, and reasonable compared to

the range of possible recovery; and

f. the opinions of Class Counsel, the Class Representative and absent Settlement Class

members favor approval of the Settlement.

10. The Settlement, as memorialized in the Agreement, is finally approved in all

respects as fair, reasonable and adequate pursuant to Fla. R. Civ. P. 1.220 and any applicable law

and is in the best interest of the Settlement Class.

6

11. The Court reconfirms the appointment of Epiq Systems Class Action and Claims

Solutions, Inc. to carry out the remainder of the duties and responsibilities as the Settlement

Administrator set forth in the Agreement.

12. The distribution and allocation plan proposed by the Parties is fair, reasonable, and

adequate.

13. No Settlement Class Member has opted-out of the Settlement and no Settlement

Class Member has objected to the Settlement.

14. Because the Court approves the Settlement as fair, reasonable, and adequate, the

Court authorizes and directs implementation of all terms and provisions of the Settlement

Agreement.

15. The Parties are directed to implement and consummate the Settlement according to

its terms and provisions set forth in the Agreement. The Court expressly approves the Settlement

benefit provisions as fair, reasonable, adequate, and consistent with due process, including the

non-monetary relief which shall be binding upon GTE on the terms set forth in the Agreement.

16. The Court awards Class Counsel attorneys’ fees in the amount of $392,973.63,

which is 33.33% of the Value of the Settlement, plus reimbursement of litigation costs in the

amount of $16,343.02, payable out of the Settlement Fund and pursuant to the terms of the

Agreement. The Court further awards Plaintiff a Service Award in the amount of $5,000.00.

17. As to the attorneys’ fees awarded in the preceding paragraph, the Court has

considered information concerning Class Counsel’s lodestar amount, judging the hours spent and

the hourly rates sought, against the guidelines set forth in Kuhnlein v. Dep’t of Revenue, 662 So.

2d 309 (Fla. 1995), and Standard Guar. Ins. Co. v. Quanstrom, 555 So. 2d 828 (Fla. 1990). The

Court has also evaluated and accepts Class Counsel’s request for an application of a contingency

7

risk multiplier of 1.93 to justify the $392,973.63 amount requested and awarded.

18. The following Release, as set forth in Section XIII of the Agreement, is effective

as of the Effective Date defined in the Agreement:

As of the Effective Date, Plaintiff and each Settlement Class Member, each on behalf of himself or herself and on behalf of his or her respective heirs, assigns, beneficiaries and successors (“Releasing Parties”), shall automatically be deemed

to have fully and irrevocably released and forever discharged GTE and each of its present and former parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and the present and former directors, officers, employees, agents, insurers, members, attorneys, advisors, consultants, representatives, partners, joint venturers, independent contractors, wholesalers, resellers, distributors, retailers, predecessors, successor and assigns of each of them (“Released Parties”), of and from any and all liabilities, rights, claims, actions, causes of action, demands, damages, costs, attorneys’ fees, losses and remedies, whether known or unknown, existing or potential, suspected or unsuspected, liquidated or unliquidated, legal, statutory, or equitable, based on contract, tort or any other theory, that result from, arise out of, are based upon, or relate to the conduct, omissions, duties or matters during the Class Period that were or could have been alleged in the Action relating to the claims and defenses set out in the Complaint and Answer in the Action.

19. The Class Representative and all Settlement Class Members are hereby

permanently barred and enjoined from filing, commencing, asserting, prosecuting, intervening in,

and/or participating in (individually or in a representative capacity) any lawsuit, action, or

proceeding in any jurisdiction asserting or based upon any claims or causes of action released in

the Agreement and this Final Approval Order, including bringing a class action on behalf of any

Settlement Class Members or seeking to certify a class that includes any Settlement Class

Members in any such lawsuit, action or proceeding. The Settlement, as memorialized in the

Agreement, shall be the sole and exclusive remedy available to the Releasing Parties for any and

all Released Claims against the Released Parties. Except as set forth in the Agreement and this

Final Approval Order, none of the Released Parties shall be subject to liability or expense of any

kind to any of the Releasing Parties with respect to any of the Released Claims.

8

20. This Final Approval Order and the Agreement may be filed in any action against or

by any Released Person to support a defense of res judicata, collateral estoppel, release, good faith

settlement, judgment bar or reduction, or any theory of claim preclusion or issue preclusion or

similar defense or counterclaim.

21. In the event that the Settlement does not become final and effective as contemplated

by the Agreement, this Final Approval Order shall automatically be rendered null and void and

shall be vacated and, in such event, all orders entered, and releases delivered in connection

herewith shall be null and void.

22. The Action is hereby dismissed with prejudice.

23. Neither the Agreement nor this Final Approval Order constitutes an admission of

liability, fault, or wrongdoing on the part of GTE.

24. This Court retains exclusive jurisdiction over the Settlement, including the

administration, consummation, enforcement, and interpretation of the Agreement, and of this Final

Approval Order.

DONE AND ORDERED in chambers in HILLSBOROUGH COUNTY CIRCUIT

COURT, Florida this ____ day of ____________, 2021.

_____________________________ Hon. Emily A. Peacock

CIRCUIT COURT JUDGE

Copies finished to: Counsels of Record