AMENDED COMPLAINT Blair vs. 3 Boys Farms-Cannabis Cures Investments 2019

Filing # 85846420 E-Filed 03/04/2019 07:35:50 PM
IN THE CIRCUIT COURT, THIRTEENTH

JUDICIAL CIRCUIT, IN AND FOR
HILLSBOROUGH COUNTY, FLORIDA
CASE NO.: 18-CA-006814

DIVISION: G
ANNMARIE BLAIR,
Plaintiff,
vs.
3 BOYS FARM, LLC,

a Florida limited liability company,
CANNABIS CURES INVESTMENTS, LLC,
A Florida limited liability company, and
ROBERT TORNELLO,
Defendants.
_________________________________________
AMENDED COMPLAINT
Plaintiff AnnMarie Blair (“Blair”) sues defendants 3 Boys Farm, LLC (“3 Boys”) and
Cannabis Cures Investments, LLC (“Cannabis Cures”), and Robert Tornello (“Tornello”) and
alleges:
1. This is an action for money damages which exceed $15,000, to recover unpaid
wages and attorney fees under Section 448.08, Florida Statutes, for harassment by and
negligence of the defendants, and for Whistleblower liability under Section 448.102(3), Florida
Statutes.
PARTIES
2. Blair at all times material was a resident of Hillsborough County, Florida who
was employed by defendant 3 Boys in Hillsborough County, Florida.
3. Defendant 3 Boys is a Florida limited liability company doing business at 704 21st
Avenue SE, Ruskin, Hillsborough County, Florida. The company is one of only 13 recipients of
a Florida Department of Health license to operate as a Medical Marijuana Treatment Center
3/4/2019 7:35 PM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 1

(MMTC). 3 Boys is authorized to cultivate and dispense medical cannabis in accordance with
Florida law.
4. Defendant Cannabis Cures is a Florida limited liability company doing business
as 2300 East Las Olas Boulevard, Fort Lauderdale, Florida 33301. Cannabis Cures owns all or
part of 3 Boys and is a successor in interest to 3 Boys.
Defendant Tornello at all times material hereto was employed by 3 Boys as a manager
and Chief Executive Officer at its Ruskin, Florida location and at its principal office in
Hillsborough County, and acted both individually and in his capacity as an officer and employee
of 3 Boys.
FACTS
5. On or about July 6, 2017, 3 Boys as the “Client” signed a contract (the “Vaco
Agreement”) with an employee staffing company Vaco Tampa, LLC (“Vaco”), under which
Vaco agreed to provide consulting services and recruiting services “under the supervision and
direction of Client”. A true and correct copy of the Vaco Agreement is attached hereto as
Exhibit A.
6. Vaco thereafter recruited Blair for employment by 3 Boys. Blair began her
employment with 3 Boys on or about January 17, 2018 as its Controller and Director of Finance.
Her salary was set at $108,000 per year. She was actively involved in all day to day operations,
and served as executive assistant to Evan Austill, the company’s Chief Executive Officer
(“CEO”). She was the only female executive of 3 Boys.
7. Although the Vaco Agreement indicates that a “Consultant” recruited by Vaco
“shall not be deemed an employee of Client and shall not be entitled to benefits or privileges of
Client's employees”, Blair did in fact become an employee of 3 Boys and she did receive all

benefits or privileges of 3 Boys’ employees. In addition, 3 Boys retained all control over the
terms and conditions of Blair’s employment. 3 Boys gave Blair the titles “Controller” and
“Director of Finance”, and provided her with technical data, information and resources necessary
for Blair’s performance of her duties, including workspace on the 3 Boys farm and office
supplies. She was given full access to 3 Boys’ business information, a business email address
using the 3 Boys web domain, and a laptop computer. 3 Boys directed and controlled Blair’s
daily work activities, tasks and hours to be devoted to performance of her duties.
8. Defendant Tornello was employed by 3 Boys as its Chief Executive Officer until
December, 2017 when he was asked to leave the company because of his rude, abusive, arrogant,
retaliatory, and offensive conduct that he frequently unleashed on employees of 3 Boys. He was
replaced by Evan Austill as CEO of 3 Boys.
9. In her first two days of employment with 3 Boys, Blair discovered Tornello had
removed all of the 3 Boys business records, documents and files from the company’s offices.
Blair then discovered and reported in writing on or about March 30, 2018 to Austill and the 3
Boys Board of Directors that Tornello was engaged in a pattern and practice of illegal activities,
and that she suspected he had been embezzling funds from the company over period of years.
She discovered Tornello duplicated and falsified expense receipts to take large amounts from
petty cash. He paid employees in cash “under the table” from Tornello Nurseries, Inc. and sought
reimbursement from 3 Boys without documentation or with handwritten approximations. For
example, on April 2, 2018, Blair sent to CEO Austill one of many financial reports showing
improprieties by Tornello. Attached as Exhibit B is a true and correct copy of the April 2,
2018 email indicating an excel spreadsheet was attached.. Blair also reported that Tornello’s

wife was paid as an employee of 3 Boys even though she had no job assignments or
responsibilities at the farm.
10. Despite these illegal activities, which were well known to the Board, on or about
March 8, 2018 Tornello was brought back to run the farm and cannabis growing operations of
the company. Tornello’s return resulted from a letter of intent (“LOI”) under which the owners
of 3 Boys agreed to sell their ownership interests to Ron Clapper (“Clapper”). Upon information
and belief, the LOI provides that Clapper had authority to take over the company and make all
management decisions, even though he had not yet purchased any ownership interests. One of
Clapper’s first actions was to re-hire Tornello and re-appoint him as Chief Executive Officer.
11. Immediately after Clapper reinstated Tornello, Blair was subjected to Tornello’s
aggressive and demeaning “leadership” style. He belittled and insulted Blair and made
derogatory comments about her and her immediate supervisors Radick and Austill, often sending
copies to her of hostile, false and defamatory emails demeaning then-CFO John Radick and
Austill. Blair experienced a persistent pattern of interference, harassment and intimidation
caused by Tornello’s actions, creating a hostile work environment and making it nearly
impossible for Blair to properly perform her duties. All Board members and owners of 3 Boys
knew that many employees had fears for their physical safety, and the use of ballistic body armor
was a common practice because Tornello kept firearms on the business premises.
12. As one example, at Ron Clapper’s request, Blair worked extensively on a
company budget with Austill and Radick. When they sent the budget to Tornello for his review
and input on March 8, 2018, Tornello responded by comparing Austill to a “dog pissing [on]
everything to claim it as your own.”

13. Blair also was the recipient of Tornello’s harassment throughout the month of
March 2018. She was copied on Tornello’s defamatory emails dated March 9 and 15, 2018, in
which Tornello defamed Austill with false accusations laced with racist insults about his
“whiteness” and several profanities. He published those remarks to a number of persons
including all owners of the company and the company’s corporate counsel, who he also insulted
with racially charged statements. Blair considered those defamatory remarks to be directed to her
personally, since Tornello copied her on the emails.
14. The reason for “blind copying” Blair was intimidation, because Tornello
considered her to be part of the Evan Austill/John Radick team. On the morning of April 2 or 3,
an assistant grower told Blair that the head grower, Michael Lenas, was bragging to them how
Tornello told him “John is going to be fired, Evan is going to be fired, and AnnMarie is going to
be fired,” or words to that effect. Radick was forcibly removed from the farm on the morning of
April 5, and Blair was in the office and was subjected to listening to the conversation. Austill
was removed shortly after that while Blair was at lunch, and she saw him as she was coming
back.
15. Tornello’s harassment and intimidation culminated with Blair’s retaliatory firing
on or about April 10, 2018. As CEO, Austill had given Blair blanket permission to take a
company laptop computer to her home as needed for work. On Friday, April 6 Blair’s father
underwent surgery in a Kansas hospital. The procedure did not go well, and on Sunday April 8
Blair was told that her father was not expected to recover. Knowing that payroll was due on
April 10, Blair flew to Kansas and took the laptop that Austill had given her permission to take.
While visiting her father, she used the laptop to work on the company budget for Clapper, and to
complete the company’s payroll. On April 9, while at her dying father’s side in the hospital, she

received repeated hostile and threatening text messages from Tornello demanding that she return
immediately to Florida and bring back the laptop. Even after Tornello was informed of the
emergency situation with her father, he continued to harass Blair with text messages about
returning the laptop, accused her of stealing the laptop, and threatened to call the sheriff and have
her arrested.
16. Blair was extremely distraught and emotionally devastated by Tornello’s text
message rampage. She documented the entire incident in an email sent April 9, 2018 at 1:43:26
PM EDT.
17. On Apr 9, 2018, at 2:16 PM, Blair received this reply email from 3 Boys attorney
Jim Eaton in direct response to her complaints about the hostile work environment: “She needs
to be fired.” Attached as Exhibit C is a true and correct copy of the email string
culminating with the retaliatory statement by 3 Boys’ attorney.
18. Clapper, Tornello and 3 Boys attorney Jim Eaton thereby terminated Blair’s
employment in retaliation for her reporting Tornello’s fraudulent activities described above and
in retaliation for her complaints about the hostile work environment to which she was subjected.
COUNT I - BREACH OF CONTRACT
Blair restates and realleges each and every factual allegation contained in paragraphs 1
through 18 above and also alleges:
19. On or about January 17, 2018, Blair and 3 Boys entered into a contract under
which 3 Boys agreed to employ Blair as the company’s Controller and Director of Finance,
agreed to pay her annual wages of $108,000, and Blair agreed to perform such work as directed
by 3 Boys (the “Employment Agreement”).

20. The Employment Agreement is evidenced by the verbal promises to Blair by 3
Boys’ officers, written emails and correspondence between the parties, and subsequent payroll
records.
21. The Employment Agreement includes these specific terms:
(a) Blair would be given the titles “Controller” and “Director of Finance”;
(b) Blair would be provided office space on the 3 Boys farm, office supplies, a laptop
computer, an email address using the 3 Boys web domain, telephone access, and computer
access to all of 3 Boys’ technical data, business information and resources
(c) Blair would be provided full access to 3 Boys’ business information, a business
email address, and a laptop computer. 3 Boys directed and controlled Blair’s daily work
activities, tasks and hours to be devoted to performance of her duties.
(d) Blair would receive all benefits or privileges of 3 Boys’ employees including a
guaranteed regular annual wage of $108,000 plus employee benefits, including insurance,
vacation pay and sick pay, all to be paid in accordance with 3 Boys’ regular payroll practices
applicable to all employees;
(e) Blair would perform the duties as directed by 3 Boys, including what work would
be performed, how it would be performed, where it would be performed, and the hours required
to perform the work;
(f) 3 Boys retained all rights to direct what supplies and services Blair could use, and
where to purchase supplies and services.
(g) 3 Boys retained all rights to evaluate Blair’s performance;
(h) 3 Boys retained all rights to train Blair on how to do the job;

(i) 3 Boys retained all rights to direct and control the financial and business aspects
of the Blair's job;
(j) 3 Boys was responsible for reimbursing all of Blair’s expenses; and
(j) Blair would devote her full-time efforts to performing the works assigned to her
by 3 Boys and would not seek other business or employment opportunities.
21. The Employment Contract includes an implied covenant of good faith and fair
dealing designed to protect the contracting parties' reasonable expectations. Cox v. CSX
Intermodal, Inc., 732 So. 2d 1092, 1097 (Fla. 1st DCA 1999).
22. Although Vaco was delegated some payroll responsibilities, 3 Boys retained all
control over the terms and conditions of Blair’s employment, so that Vaco was at most a "joint
employer" of Blair under Florida law. Diaz v. Impex of Doral, Inc., 7 So. 3d 591 (Fla. 3d DCA
2009); Martinolich v. Golden Leaf Management, Inc., 786 So. 2d 613 (Fla. 3d DCA 2001);
(where two entities contract with each other for the performance of some task, and one company
retains sufficient control over the terms and conditions of employment of the other company's
employees, we may treat the entities as "joint employers"). .
23. 3 Boys breached the Employment Agreement by:
(a) wrongfully terminating Blair’s employment without cause, based on Tornello’s
false accusations that she stole company property, in retaliation for her reporting Tornello’s
fraudulent activities described above, and in retaliation for her complaints about the hostile work
environment to which she was subjected;
(b) failing to pay Blair’s wages, compensation and bonuses due to her; and

(c) violating its duties and implied covenants of good faith and fair dealing by
wrongfully and falsely accusing Blair of theft of company property while she was grieving over
her deathly ill father, and by the other acts described above.
24. Because of 3 Boys’ breach of contract, Blair retained the undersigned law firm
and has incurred and will continue to incur attorneys’ fees and costs.
25. Blair fully complied with her obligations under the Employment Agreement, and
all conditions precedent to this action have been fulfilled.
26. As a direct and proximate result of 3 Boy’s breach of contract, Blair has suffered
and continues to suffer lost and unpaid wages, compensation and bonuses, loss of other
employment benefits and other losses.
WHEREFORE, Blair demands judgment against 3 Boys for all amounts due for wages,
compensation and bonuses under the Employment Agreement, together with interest, costs, and
attorney fees under Section 448.08, Florida Statutes, court costs, prejudgment interest on all
unpaid wages, compensation and bonuses, and any such further relief as the Court deems just
and proper.
COUNT II—FLORIDA PRIVATE WHISTLE-BLOWER RETALIATION
through 22 above and also alleges:
27. At all times material hereto, Blair objected to and refused to participate in an
illegal activity, policy, or practice of 3 Boys, including but not limited to the following:
(a) 3 Boys employed a convicted felon in violation of Section 381.986,
Florida Statutes, as well as Florida statutes, regulations and requirements for the medical
marijuana industry and MMTC’s;

(b) The CEO of 3 Boys Tornello was embezzling funds from 3 Boys, with
the knowledge of the company’s owners;
(c) Tornello engaged in a continuous practice and pattern of improper and
illegal harassment and defamation of 3 Boys officers and employees, including Blair, in
violation of Title VII of the Civil Rights Act, the Florida Civil Rights Act, and the Age
Discrimination in Employment Act;
(d) Tornello improperly accused Blair of stealing a company computer,
threatened a false arrest against her, and published that threat in a defamatory email sent
to other employees of 3 Boys.
28. As a direct result of Blair’s objections to and refusal to participate in the above
described illegal activities, and in fact on the same day that she expressed a complaint to
management, she suffered an adverse employment action in that she was terminated without
cause and for the sole purpose of retaliation as alleged in paragraph 18 above.
29. In addition to being actually terminated, Blair was constructively discharged in
that the defendants, by their illegal discriminatory acts, made working conditions so difficult that
any reasonable person in Blair’s position would feel compelled to resign.
30. Blair gave 3 Boys Farm ample time to remedy their mistreatment of her and to
address Tornello’s practice and pattern of improper and illegal conduct and harassment and
defamation of 3 Boys officers and employees, including the false accusation of theft, but 3 Boys
took no action whatsoever to remedy those issues.
31. Defendant 3 Boys’ treatment of Blair constitutes a retaliatory personnel action
against Blair in violation of Section 448.102(3), Fla. Stat. Defendant’s illegal retaliation against
Blair was willful, malicious and taken with reckless indifference to Blair’s rights.
10

32. As a direct and proximate result of defendant’s unlawful, retaliatory conduct,
Blair has suffered damages, including (without limitation) economic and emotional damages.
WHEREFORE, Blair demands judgment against defendant 3 Boys and relief in the form
of: economic damages, including lost wages, benefits, and other remuneration; payment of the
equivalent value of full fringe benefits and seniority rights; front pay and back pay; and other
compensatory damages allowable under law; emotional distress damages, prejudgment interest
and post judgment interest; attorneys’ fees and costs (see e.g. Fla. Stat. Section 448.104), and
any other relief the Court deems just and proper.
COUNT III – DEFAMATION
through 18, above and also alleges:
33. Defendants made and published numerous false and defamatory statements about
Blair by email to third parties, including, but not limited to the following:
(a) Defendants told third parties including other employees of 3 Boys that plaintiff
was a thief.
(b) Defendants told third parties including other employees of 3 Boys that plaintiff
was dishonest on not trustworthy.
(c) Defendants told third parties including other employees of 3 Boys that plaintiff
stole a company computer.
34. The statements giving rise to this Complaint were made within the two (2) years
preceding the filing of this action.
35. The statements made by Defendants were false and subjected Blair to hatred,
distrust, ridicule, contempt and disgrace.
11

36. The statements published by Defendants injured the Blair in her business
capacity.
37. The statements made by the Defendants attribute to Blair's conduct,
characteristics, or conditions incompatible with the proper exercise of her lawful employment
and business. Defendants made these statements with intentional or negligent disregard for their
impact on Blair’s personal and business reputation.
38. Blair suffered damages as a result of these defamatory statements, which damages
include, but are not limited to, termination of her employment with 3 Boys, lost and unpaid
wages, compensation and bonuses, loss of employment benefits, and damages to her ability to
obtain further employment.
WHEREFORE, Blair demands judgment against 3 Boys and Tornello for compensatory
damages, damages for future pecuniary losses, emotional pain, suffering, inconvenience, mental
anguish, loss of enjoyment of life and other nonpecuniary losses, court costs, prejudgment
interest, and any other such relief that Blair may be entitled to or as the Court deems just and
proper.
COUNT IV – RESPONDEAT SUPERIOR
through 22, above and also alleges:
39. Throughout the course of Blair’s employment, she was subjected to and was the
victim of an objectively hostile work environment and was the recipient of highly insulting,
defamatory and derogatory comments, harassment and other tortious acts by Tornello. All Board
members and owners of 3 Boys knew that many employees had fears for their physical safety,
and the use of bullet-proof vests was a common practice because Tornello kept firearms on the
12

business premises. The acts of Tornello were willful, intentional, malicious, wanton and
oppressive.
40. The owners, officers and managers of 3 Boys knew or should have known that
Tornello committed tortious acts and was a threat to others. Tornello’s actions were known to
others in the workplace, who felt powerless to stop his behavior due to his 44% ownership of 3
Boys and his reinstatement in March 2018 as Chief Executive Officer of 3 Boys.
41. Blair reported Tornello’s harassment and theft of company funds to management
of 3 Boys, but no appropriate action was timely taken to stop Tornello’s actions. In addition,
Blair personally complained to 3 Boys’ officers and Board of Directors regarding Tornello’s
illegal, abusive, and intimidating behavior, and 3 Boys failed to discipline or correct the
inappropriate behavior.
42. After making her written and verbal reports of harassment and theft, Blair was
subjected to a further hostile work environment that was objectively intolerable, she was unfairly
accused of stealing a company laptop while attending her dying father in the hospital, threatened
with criminal prosecution for attempting to perform her job duties, and after complaining to
Clapper she was discharged in retaliation.
43. Tornello was acting within of the scope and course of his employment at the time
he committed the above wrongful acts.
44. 3 Boys was negligent in failing to control or stop the tortious and illegal activities
of Tornello, and failing to provide a safe working environment free from intimidation. 3 Boys
also failed to take further action, such as, investigation, discharge, or reassignment of Tornello.
To the contrary, 3 Boys took steps to protect and preserve Tornello’s employment, including, but
not limited to, the retaliatory and unjustified discharge of Blair. 3 Boys is therefore liable to
13

plaintiff for its own negligence, and under the doctrine of respondeat superior for the torts of its
employee Tornello.
45. As a direct and proximate result of defendants’ negligence, plaintiff has suffered
and continues to suffer loss of employment, loss of income, loss of other employment benefits,
loss of earning capacity and has suffered and continues to suffer mental anguish, distress,
emotional pain, suffering, humiliation, great expense, inconvenience, embarrassment, damage to
her reputation, loss of enjoyment of life and other nonpecuniary losses.
WHEREFORE, Blair demands judgment against 3 Boys and Cannabis Cures for
compensatory damages, damages for future pecuniary losses, emotional pain, suffering,
inconvenience, mental anguish, loss of enjoyment of life and other nonpecuniary losses, court
costs, prejudgment interest, and any other such relief that Blair may be entitled to or as the Court
deems just and proper.
DEMAND FOR JURY TRIAL
Blair demands trial by jury on all issues set forth herein which are so triable.
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that the foregoing document was filed through the Florida E-Filing
Portal System on March 4, 2019, and that a copy of the pleading will be served on: Kelli Edson,
Kelly L. Davis, 101 East Kennedy Boulevard, Suite 3400, Tampa, Florida 33602,
kelli.edson@quarles.com, kelly.davis@quarles.com, attorneys for Defendants’ Tornello and 3
Boys.
14

MARKS GRAY, P.A.
s/ Edward L. Birk
Edward L. Birk
Florida Bar No.: 68462
Austin C. Sherman
Florida Bar No.: 1002831
Post Office Box 447
Jacksonville, Florida 32201
Telephone: (904) 398-0900 Fax: (904) 399-8440
Primary Email: elb@marksgray.com
asherman@marksgray.com
Secondary Email:
lbeverly@marksgray.com
slw@marksgray.com
Attorneys for Plaintiff AnnMarie Blair

30101/1804072
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CLIENT SERVICES AGREEMENT

(CONTRACT HYBRID)
#409583
This Client Services Agreement (Contract Hybrid) ("Agreement") is made and entered into as of 7/5/2017
("Effective Date") by and between 3 Boys Farm Company and any affiliates of 3 Boys Farm Company for
whom Vaco provides services under this Agreement (collectively, "C lient") and Vaco Tampa, LLC ("Vaco").
Client and Vaco are hereinafter referred to collectively as the "Parties" and individually as a "Party."
WHEREAS, Client wishes to engage and contract Vaco to provide the consulting services and/or recruiting
services described herein in accordance with the terms and conditions contained in this Agreement and included
addendum(s), which addendums are incorporated by reference into this Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
mutually acknowledged, the Parties hereby agree to the terms set forth below.
Consulting Services
1. Services:
(a) Upon request, Vaco will provide consulting services, under the supervision and direction of Client,
on a project basis according to Client needs . Specific work performed by project will be included as
an addendum(s) to this Agreement. The Parties may subsequently agree to add projects and/or work
through addendum(s), without the necessity of entering into a new Agreement. The terms of this
Agreement will control any such projects and/or work, unless and to the extent the Paiiies agree
otherwise in a writing signed by both Pmties.
(b) A professional provided by Vaco to Client to perform services for Client pursuant to this Agreement
is a "Consultant". Any work product of a Consultant provided by Vaco resulting from the services
performed pursuant to this Agreement shall be "work-for-hire" and shall belong to the Client. The
Consultant shall not be deemed an employee of Client and shall not be entitled to benefits or
privileges of Client's employees. Vaco acknowledges it is solely responsible for compensating the
Consultant or Consultant's employer for the services he/she performs and will withhold such
federal, state and local taxes and unemployment insurance as required by law. Client agrees to pay
Vaco for such services at the rate(s) specified in addendum(s) to this Agreement. Client agrees to
approve and sign Consultant weekly time records by noon local time the Monday following the
week worked. Approval of weekly time records will constitute Client's full acceptance of the
services. Failure to sign or notify Vaco in writing of a deficiency within this timeframe will
constitute Client's approval of these services. Invoicing will be weekly and payment is due to Vaco
within thi1iy (30) days of invoicing. Any late invoicing by Vaco shall not affect Client's obligation
to pay for services rendered.
(c) If a change of Consultant is required due to circumstances beyond the control of Vaco, Vaco will
make every reasonable effort to replace said Consultant.
2. Limited Warranty: Vaco warrants that the services of Consultant will be provided utilizing reasonable
care and skill in accordance with custommy industry standards. Vaco expressly disclaims any and all
other warranties and representations of any kind or nature, whether express or implied, on its (including
its Consultants') services provided under this Agreement, including, but not limited to, implied
warranties of merchantability or fitness for a particular purpose .
EXHIBIT A
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3. Client Responsibilities: Client will provide all technical data, information and resources necessary for
Consultant's performance under this Agreement, including workspace, office supplies and reasonable
access to information. Neither Vaco nor Consultant has any liability or risk for any problem attributable
to the content, accuracy, completeness or consistency of any information or other resources supplied by
Client.
4. Non-Solicitation: Except as provided by this Agreement, Client (including all of its divisions,
subsidiaries and other affiliates) will not hire or offer employment to, or otherwise directly or indirectly
use the services of, on a full-time, pa1t-time or temporary basis,
(a) any Consultant who has provided services for Client hereunder until the expiration of one (1) year
after termination of Consultant's most recent assignment to Client, or
(b) any Consultant or prospective Consultant who has been introduced to, recommended to or
interviewed by Client through the services of Vaca, until the expiration of one (1) year after the
latest of such interview, discussion, introduction, or presentation of Consultant.
In the event that Client provides the services of any Consultant, or introduces or refers any Consultant,
to any third paity during the course of any assignment, Client shall obtain the agreement of such third
party to the foregoing restrictions and shall be responsible to Vaca for any breach thereof by it or the
third paity.
If Client (including its divisions, subsidiaries or other affiliates) breaches this section it will pay Vaca as
a conversion fee an amount equal to twenty-five percent (25%) of the first year annual salary of the
Consultant at issue, if the Consultant is an employee of, or offered employment by, Client (including its
divisions or affiliates) or a third party to whom Client introduced or referred the Consultant. If Client
breaches this section by having Consultant provide services, or allowing Consultant to provide services,
to the Client (including its divisions, subsidiaries or other affiliates) or relevant third patty in a capacity
other than that of employee (i.e., on a consulting/hourly basis), then Client will pay Vaca an amount
equal to the Consultant's last Vaca bill rate multiplied by the total number of hours worked by the
Consultant for the Client (including its divisions, subsidiaries or other affiliates) or relevant third paity
in the twelve (12) month period following the breach of this section.
Recruiting Services
5. Vaco's Responsibilities: After establishing the qualifications for the recruiting assignment, Vaca will
identify prospects first by phone to inquire about their background, interest in a new opp01tunity,
qualifications, and technical expe1tise in specialized industries, accomplishments, financial expectations
and career goals. If the prospect meets basic requirements, a more in-depth interview is conducted face-
to-face between Vaca and the prospect (also referred to as a "candidate"). This interview is designed to
fmiher assess the candidate's qualifications and overall suitability regarding the Client's expectations.
After this interview and with the permission of the candidate, the resume of the candidate is submitted
to the Client in person or via facsimile, e-mail, or mail. Vaca will conduct reference checks to Client's
specifications and will furnish Client with this information, but it is understood that final reference
checks, verification of education, criminal checks, credit checks, and other documentation deemed
necessary by Client will be performed by Client.
6. Client's Responsibilities: Client will designate a representative for coordination of search and
placement activities with Vaca, who will work with Vaca, as required, in the evaluation and screening
of prospective candidates, timely arrangement of interviews, and the arrangement of appropriate
activities in the final selection process, to include meetings with appropriate hiring managers. Client will
CLIENT SERVICES AGREEMENT (CONTRACT HYBRID) Page 2 of5

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process all candidates in a professional manner and will keep Vaco informed on a current basis of
negotiations with all candidates.
7. Fees: Vaco performs its search activities on a contingency basis, meaning no fee will be assessed unless
Client hires one of Vaco's candidates. The fee for conducting this search is twenty-five percent (25%)
of the candidate ' s first year annual salary. Placement fees are earned by Vaco when a candidate is hired
or otherwise retained either directly or indirectly by Client (including any division , subsidiary or other
affiliate of Client) following Vaco ' s efforts or referral, including but not limited to facsimile or e-mail
transmission of a requested resume or candidate profile, telephone interview, or personal interview,
within one year of the last contact made by Vaco to Client regarding the candidate. Candidates are
referred to Client in confidence. Should Client refer or otherwise identify a candidate referred by Vaco
to another company that hires the candidate within one year of the last contact made by Vaco to Client
regarding the candidate, Client shall be liable for the entire twenty-five percent (25%) fee. All fees are
earned and due on the candidate ' s start date. It is mutually agreed that this is a non-exclusive contract
(i.e., Client can pursue and secure candidates from other sources with no obligation to Vaco ).
8. Guarantee: Vaco guarantees a candidate for sixty (60) days. If the candidate resigns or is terminated
during the first sixty (60) calendar days of employment, Vaco will replace the candidate without any
additional fee. This guarantee for a replacement at no additional fee is valid only if the full fee is paid
to Vaco within ten (I 0) calendar days from the date the candidate begins employment with Client, and if
a request for a replacement is received by Vaco within five (5) calendar days from the date that the
candidate's services cease. This guarantee for a replacement at no additional fee does not apply if Client
has not paid Vaco the full fee within the requisite ten (10) day period, or if the candidate is terminated
due to a company layoff, a downsizing, a reduction in force, a position elimination, a relocation, a
closure of the company or a division or operating unit of the company, or a material change in job
description or responsibilities.
Miscellaneous
9. Term/Termination: The term of this Agreement will commence as of the Effective Date of this
Agreement and remain in effect until terminated as permitted herein.
(a) Without cause, each Paity may terminate this Agreement (or any specific projects reflected 111
subsequent addendums) upon thi1ty (30) days written notice to the other Party.
(b) Each Party may terminate this Agreement (or any specific projects reflected in subsequent
addendums) with five (5) days written notice, in the event that the other Patty has breached any of
the terms or conditions of this Agreement and such breach has not been cured within the five (5)
day notice period .
Client agrees to pay Vaco for all fees and expenses incurred through the Effective Date of any
termination.
10. Compliance with Laws: The Patties will comply with all applicable laws, rules, orders, statutes and
regulations, including those laws regarding non-discrimination in employment, occupational health and
safety, environmental protection, and fair labor standards that may govern them.
11. Confidentiality: Each of the Parties will take reasonable measures to keep in confidence all of the other
Patty' s confidential information that it receives in connection with this Agreement, and will not use
such confidential information without the other Party's prior written permission except to perform its
obligations hereunder. Confidential information shall include information marked as "proprietary,"
CLIENT SERVICES AGREEMENT (CONTRACT HYBRID) Page 3 of5

#409583

mvACO
"private," "company private," or otherwi se identified as proprietary to, or a trade secret of, Client or
Vaco. Vaco will obtain written agreement from Consultant to adhere to the foregoing.
Vaco shall instruct Consultant not to disclo se, directly or indirectly, to Client any information or data
the disclosure of which would constitute a violation of any obligation of Consultant to any third party.
12. Insurance: Patties agree to carry and maintain in force during the term of this Agreement insurance
coverage. While such coverage may vary depending upon the requirements of a patticular Client,
Parties agree to maintain, at a minimum, coverage as follows: (i) Workers' Compensation - Statutory
with limits as prescribed by applicable state law; (ii) Employer' s Liability with limits of $1 ,000,000 per
occurrence; (iii) Commercial General Liability with limits of $1,000,000 combined single limit bodily
injury and property damage, per occurrence/$2,000,000 in the aggregate; these limits may be provided
in conjunction with an umbrella policy; (iv) Automobile Liability with limits of $250,000 combined
single limit bodily injury and prope1ty damage, per occurrence; (v) Employment Practices Liability with
limits of $2,000,000 per claim.
13. Notices: All notices or other communications hereunder are deemed given when made in writing and
(a) delivered in person, (b) delivered to an agent such as an overnight or similar delivery service, or (c)
deposited in the United States mail, certified postage prepaid, and addressed as follows:
If to the Client: If to Vaco:
Client: 3 Boys Farm Company Vaco: Vaco Tampa, LLC
Attn: Attn: Contracts Manager
Address 1: 704 2 lst Ave SE Address 1: 5410 Maryland Way
Address 2: Address 2: Suite 460
City: Ruskin City: Brentwood
State: Florida State: TN
Zip: 33570 Zip: 37027
14. Force Majeure: Neither Patty will be held liable nor deemed to be in default of this Agreement if it is
prevented from carrying out its obligations hereunder due to causes beyond its reasonable control,
including but not limited to any act of God, fire, natural disaster, accident, war, acts of war (declared or
not), insurrections, riots, civil commotion, strikes, lockouts or any other labor disturbances, shortages in
the marketplace, or acts, omissions or delays in acting by any governmental authority or the other Pa1ty.
15. Limitations on Liability: Neither Party shall be liable to the other for indirect, incidental, special or
consequential damages sustained resulting from the action or inaction of the Pmty under this
Agreement, whether the cause of action against the Patty is in contract, breach of warranty, tort, gross
negligence or otherwise, including but not limited to lost profits, lost oppo1tunities and/or delay
damages, even if the Party was aware of or knew the potential for such damages. Vaco's liability for
damages hereunder, regardless of the form of action, shall not exceed per claim and in the aggregate the
total amount paid by Client for services under this Agreement. No action or proceeding against Vaco
may be commenced more than one (1) year after the event giving rise to such claim .
16. Attorney Fees and Costs: If any action at law or in equity (including a counterclaim) is brought by
either Party to enforce the provisions of this Agreement, then the prevailing Patty shall be entitled to
CLIENT SERVICES AGR EEMENT (CONTRACT H Y BRID) Page 4 of 5

#409583

0
Free J'ou,,.elf
recover all of its reasonable attorney fees, expenses (including without limitation expert witness fees),
and costs from the other Party, including all fees, expenses and costs associated with an appellate
proceeding, in addition to any other relief to which the prevailing Party may be entitled.
17. Goveming Law: This Agreement shall be governed by and construed in accordance with the
substantive laws of the State of Tennessee, notwithstanding the conflict of laws doctrines of that or any
other jurisdiction. Client hereby stipulates, consents, and agrees that the Chancery and Circuit Courts of
Williamson County, Tennessee or the United States Dish·ict Cmnt for the Middle DistTict of Te1rnessee
shall have exclusive jurisdiction and venue in the event of any litigation arising out of or pertaining to
this Agreement. Client hereby waives any objection to suit in said courts, including without limitation
any objection to personal jurisdiction.
18. Survival of Provisions: The following provisions of this Agreement shall survive the expiration or
termination of this Agreement for any reason: Sections 1-4, 7, 9-17 and all other provisions of this
Agreement that by their nature extend beyond the termination of this Agreement.
19. Entire Agreement: This Agreement constitutes the entire Agteement of the Parties hereto regarding the
subject matter hereof and supersedes all prior representations, proposals, discussions, and
communications, whether oral or in writing, regarding the matters addressed herein. This Agreement
may be modified only in v,iriting and shall be enforceable in accordance with its terms when signed by
the Party sought to be bound .
The Parties represent that they have full corporate power and authority to execute this Agreement and to
perform their obligations hereunder, and that the person whose signature appears below is fully authorized to
enter into this Agreement on behalf of the relevant Party.
CUent: ~any Vaco: Vaco Tampa, LLC
Signature: ~
Print Name: ~'\~lb

Title: Ptz.~1\l?f("
Date: 1 / ~/ l J Date:
7) 5 / .-z-o 17
" (
-- - - - - - - · - - - - - - - - - - - - ---- ---------
CLIENT SERVICES AGREEMENT (CONTRACT HYBRID) Page 5 of 5
#409583

amblair194@gmail.com
From: AnnMarie Blair

Sent: Monday, April 2, 2018 4:45 PM
To: Evan Austill
Subject: Outside Direct Payees 2017-2018.xlsx
Attachments: Outside Direct Payees 2017-2018.xlsx
Here’s your summary you requested. Call me to discuss. I am leaving.
In regards,
AnnMarie Blair
Director of Finance
(813-) 928-2286
EXHIBIT B

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AMENDED COMPLAINT Blair vs. 3 Boys Farms-Cannabis Cures Investments 2019

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AMENDED COMPLAINT Blair vs. 3 Boys Farms-Cannabis Cures Investments 2019

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Filing # 85846420 E-Filed 03/04/2019 07:35:50 PM

IN THE CIRCUIT COURT, THIRTEENTH

CASE NO.: 18-CA-006814

3 BOYS FARM, LLC,

was employed by defendant 3 Boys in Hillsborough County, Florida.

a Florida Department of Health license to operate as a Medical Marijuana Treatment Center

3/4/2019 7:35 PM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 1

4. Defendant Cannabis Cures is a Florida limited liability company doing business

part of 3 Boys and is a successor in interest to 3 Boys.

(“CEO”). She was the only female executive of 3 Boys.

7. Although the Vaco Agreement indicates that a “Consultant” recruited by Vaco

3/4/2019 7:35 PM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 2

replaced by Evan Austill as CEO of 3 Boys.

reimbursement from 3 Boys without documentation or with handwritten approximations. For

3/4/2019 7:35 PM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 3

responsibilities at the farm.

Austill. Blair experienced a persistent pattern of interference, harassment and intimidation

12. As one example, at Ron Clapper’s request, Blair worked extensively on a

everything to claim it as your own.”

3/4/2019 7:35 PM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 4

“whiteness” and several profanities. He published those remarks to a number of persons

personally, since Tornello copied her on the emails.

3/4/2019 7:35 PM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 5

culminating with the retaliatory statement by 3 Boys’ attorney.

COUNT I - BREACH OF CONTRACT

through 18 above and also alleges:

by 3 Boys (the “Employment Agreement”).

3/4/2019 7:35 PM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 6

21. The Employment Agreement includes these specific terms:

access to all of 3 Boys’ technical data, business information and resources

activities, tasks and hours to be devoted to performance of her duties.

applicable to all employees;

to perform the work;

where to purchase supplies and services.

(g) 3 Boys retained all rights to evaluate Blair’s performance;

3/4/2019 7:35 PM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 7

of the Blair's job;

by 3 Boys and would not seek other business or employment opportunities.

employees, we may treat the entities as "joint employers"). .

23. 3 Boys breached the Employment Agreement by:

(a) wrongfully terminating Blair’s employment without cause, based on Tornello’s

environment to which she was subjected;

3/4/2019 7:35 PM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 8

all conditions precedent to this action have been fulfilled.

employment benefits and other losses.

COUNT II—FLORIDA PRIVATE WHISTLE-BLOWER RETALIATION

through 22 above and also alleges:

(a) 3 Boys employed a convicted felon in violation of Section 381.986,

marijuana industry and MMTC’s;

3/4/2019 7:35 PM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 9

the knowledge of the company’s owners;

(c) Tornello engaged in a continuous practice and pattern of improper and

Discrimination in Employment Act;

(d) Tornello improperly accused Blair of stealing a company computer,

to other employees of 3 Boys.

29. In addition to being actually terminated, Blair was constructively discharged in

any reasonable person in Blair’s position would feel compelled to resign.

took no action whatsoever to remedy those issues.

31. Defendant 3 Boys’ treatment of Blair constitutes a retaliatory personnel action

3/4/2019 7:35 PM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 10

any other relief the Court deems just and proper.

COUNT III – DEFAMATION

through 18, above and also alleges:

was dishonest on not trustworthy.

stole a company computer.

preceding the filing of this action.

distrust, ridicule, contempt and disgrace.