SETTLEMENT AGREEMENT RE SECOND CAUSE OF ACTION IN

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					            SETTLEMENT AGREEMENT RE SECOND CAUSE OF ACTION
                  IN CARGILL v. METROPOLITAN WATER DISTRICT OF
                 SOUTHERN CALIFORNIA AND RELATED GRIEVANCES


        This Settlement Agreement is entered into by and among the certified petitioner class in
the pending action entitled Dewayne Cargill, et al. v. Metropolitan Water District of Southern
California, et al., Los Angeles Superior Court No. BC 191881 ("Petitioner Class"), Respondent
Metropolitan Water District of Southern California ("Metropolitan") and Intervenor American
Federation of State County and Municipal Employees, Local 1902, AFL-CIO ("Local 1902")
(collectively referred to as "the Parties").
        WHEREAS, on June 1, 1998, the class action complaint initiating Anvar Alfi, et al. v.
Metropolitan Water District of Southern California, Case No. BC 191881 was filed in the Los
Angeles Superior Court;
        WHEREAS, on July 17, 1998, the class action petition for writ of mandate initiating
Dewayne Cargill v. Metropolitan Water District of Southern California, Case No. BS 052318
and the class action complaint initiating Dewayne Cargill v. Metropolitan Water District of
Southern California, et al., Case No. BC 194444 were filed in the Los Angeles Superior Court;
        WHEREAS, the three aforementioned actions were consolidated for all purposes on
November 24, 1998, and a consolidated pleading under the title Dewayne Cargill, et al. v.
Metropolitan Water District of Southern California, et al., Case No. BC191881 was filed on
December 23, 1998 (hereinafter collectively referred to as "the Cargill Action");
        WHEREAS, the current operative pleading for the Cargill Action is the Fourth
Consolidated Petition for Writ of Mandate and Complaint for Violation of the Unfair
Competition Law ("the Cargill Petition"), which was filed March 17, 2004;
        WHEREAS, on November 3, 1999, the Court certified the Cargill Action as a class
action on behalf of a class ("the Petitioner Class") and three subclasses defined as follows:
                Petitioners' Class: All past and present full-time employees of the MWD
        whose employment was or is for an indefinite period of time who have been
        denied pension participation in violation of PERL and/or have been denied
        compensation, benefits and employment rights in violation of MWD's
        Administrative Code.



         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
               Subclass A: Those class members who, while recognized by MWD as
       being its employees, have been misclassified as being "temporary" and hence have
       been improperly categorized by MWD as "district temporary employees"
       ("DTEs").
               Subclass B: Those class members who have been misclassified as not
       being MWD employees and who have been categorized by MWD as "agency
       temporary employees" ("ATEs").
               Subclass C: Those class members who have been misclassified as not
       being MWD employees, who have worked as part of an integrated workforce
       controlled by MWD, and who have been employed specifically to work at MWD
       as a result of a contract to provide personnel or a single individual entered into
       under Metropolitan’s contracting authority, most of whom have been categorized
       by MWD as "consultants" or "direct consultants" ("Consultants"). This category
       does not include those individuals who were regular employees of a contracting
       firm prior to their being placed to work at MWD.
       WHEREAS, the Second Cause of Action in the Cargill Petition alleges that class
members were denied compensation, benefits and employment rights to which they were
statutorily entitled under the Administrative Code of the Metropolitan Water District of Southern
California ("the Administrative Code") and/or the duly adopted Memoranda of Understanding
between Metropolitan and Local 1902 ("the MOUs");
       WHEREAS, Metropolitan has denied the allegations in the Second Cause of Action in
the Cargill Petition;
       WHEREAS, Local 1902 has filed grievances under the dispute resolution procedures in
the MOUs that are the same or similar to the class claims under the Second Cause of Action in
the Cargill Petition, including Grievance Nos. 9810G038, 9912G034, 9912G035, 9912G036,
9912G037, 0105G014, 0106G022, 0210G111, 0010G027, 0012G029, 0305G016, 0310G059,
0502G013, 0505G058, 0404G076, 0403G071 and 0507G075 (collectively referred to as "the
Related Grievances");
       WHEREAS, Metropolitan has denied the allegations in the Related Grievances;




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         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
       WHEREAS, Local 1902 was granted leave to intervene in the Cargill Action and filed a
complaint in intervention on July 13, 2004, in which it joined in the claims alleged against
Metropolitan by the Petitioner Class in the Cargill Action;
       WHEREAS, Metropolitan has denied the allegations in Local 1902's complaint;
       WHEREAS, the Metropolitan has concluded that it is desirable that the Second Cause of
Action in the Cargill Petition be fully and finally settled in the manner and upon the terms and
conditions set forth in this Settlement Agreement ("Agreement") in order to limit further
expense, exposure, inconvenience and distraction and to dispose of protracted litigation;
       WHEREAS, counsel for the Petitioner Class and for Local 1902 believe that the
settlement set forth in this Agreement confers substantial benefits upon the Petitioner Class and
have determined that this compromise settlement is in the best interests of all members of the
Petitioner Class;


       NOW, THEREFORE, IT IS HEREBY AGREED by and among the Parties that, subject
to the approval of the Court, the claims set forth in the Second Cause of Action in the Cargill
Petition and in the Related Grievances shall be finally and fully compromised and settled upon
and subject to the terms and conditions of this Agreement, as follows:


I.     DEFINITIONS
       The following terms and phrases, as used in this Agreement, shall have the meanings
specified below:
       A.      "Ad Code Claim" means the Second Cause of Action in the Cargill Petition.
       B.      "Cargill Action" means the consolidated action pending in the Los Angeles
Superior Court entitled Dewayne Cargill, et al. v. Metropolitan Water District of Southern
California, et al., Case No. BC191881.
       C.      "Cargill Petition" means the Fourth Consolidated Petition for Writ of Mandate
and Complaint for Violation of the Unfair Competition Law, filed in the Cargill Action on
March 17, 2004.
       D.      "Claimant" means a person who claims to be a member of the Petitioner Class and
to have a valid claim under the Ad Code Claim and who files a timely claim in accordance with
Paragraph VII of this Agreement.

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         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
         E.     "Monetary Relief Fund" means the residuary of the Settlement Fund, after
payments are made for the purposes set forth in Paragraph II.C.1. to II.C.4., below, that will be
distributed to Claimants in accordance with the provisions in Paragraph VIII, below.
         F.     "Class Counsel" means the counsel of record who have represented the Petitioner
Class in this litigation.
         G.     "Class Representatives" means class members Anvar Alfi, Paul Broussard,
Dewayne Cargill, Charlotte Manuel, Steven Minor, Lisa Nelson, John Sims, Sun Son and Joseph
Zadikany, who were certified by the court as the class member representatives for the Petitioner
Class.
         H.     "Court" means the Department of the Los Angeles Superior Court assigned to the
Cargill Action.
         I.     "Effective Date" means the date upon which the terms of this Agreement go into
effect due to either: (a) the expiration of the time to appeal the order of the Los Angeles Superior
Court approving this Agreement; or (b) the final disposition of an appeal of such order(s) and the
final disposition of the order(s) upon remand.
         J.     "Local 1902" means American Federation of State County and Municipal
Employees, Local 1902, AFL-CIO.
         K.     "Metropolitan" means the Metropolitan Water District of Southern California.
         L.     "PERL Claim" means the First Cause of Action in the Cargill Petition brought
pursuant to the Public Employees Retirement Law.
         M.     "Petitioner Class" means the persons who fall within the class definition
established by the Court in the Tentative Ruling on Motion of Class Certification, filed
November 3, 1999.
         N.     "Petitioners' Lead Counsel" means Walter Cochran-Bond.
         O.     "Related Grievances" means the grievances filed by Local 1902 that include
claims that are the same or similar to the class claims under the Cargill Ad Code Claim,
including Grievance Nos. 9810G038, 9912G034, 9912G035, 9912G036, 9912G037, 0105G014,
0106G022, 0210G111, 0010G027, 0012G029, 0305G016, 0310G059, 0502G013, 0505G058,
0404G076, 0403G071 and 0507G075.
         P.     "Settlement Class Member" means an individual who falls within the class
definition established by the Court's class certification ruling dated November 3, 1999, who has

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           SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
not chosen to "opt out" of the Cargill Ad Code Claim either at the time that the case was certified
as a class action or at the time of settlement.
       Q.      "Settlement Fund" means the fund created by the lump sum payment to be made
by Metropolitan pursuant to Paragraph II.A. of this Agreement.
       R.      "2000-2005 MOU" means the Memorandum of Understanding between
Metropolitan and Local 1902 for the contract period of July 9, 2000 to June 30, 2005.


II.    THE SETTLEMENT FUND
       A.      Class Counsel shall create a trust account to be used solely for purposes of this
settlement that will generate tax-exempt interest ("the Trust Account"). If necessary, Class
Counsel shall create a second trust account to be used to distribute the Settlement Fund in
accordance with this Agreement and any subsequent order of the Court. Petitioners' Lead
Counsel shall serve as the trustee for both of these trust accounts.
       B.      Metropolitan shall pay the amount of Thirty Five Million Dollars ($35,000,000),
by wire transfer into the Trust Account within thirty (30) days of the Court's preliminary approval
of the settlement set forth in this Agreement. The entire amount of the Settlement Fund shall be
maintained in the Trust Account until both (1) an order approving or disapproving the settlement,
and (2) the order awarding costs and attorneys' fees to Class Counsel and Local 1902's Counsel
have become final and non-appealable.
       C.      The Settlement Fund created by the payment referenced in Paragraph II.B. shall be
used for the following purposes:
               1.      To pay an award of reasonable costs and attorneys' fees to Class Counsel
and Local 1902's Counsel in an amount to be determined by the Court;
               2.      To make "service payments" to be paid to the Class Representatives and
other class members who provided extraordinary assistance in the prosecution of the Cargill
Action in amounts to be determined by the Court;
               3.      To pay an award of backpay to those Class Representatives found by an
independent fact-finder to have a valid termination claim under Paragraph VI, below, and to pay
the costs and fees incurred by the fact-finders who are retained to make these determinations; and




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         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
               4.      To create a Monetary Relief Fund, which shall consist of the remaining
funds in the account after the payments referenced in the immediately preceding subparagraphs
have been made, to be used to make payments to those class members who file valid and timely
claims under Paragraph VII of this Agreement and to pay the expenses associated with the
administration and distribution of this Fund and the taxes, if any, on the income earned by this
Fund.
        D.     Should the settlement be disapproved by the Court, Petitioners' Lead Counsel
shall cause the entire amount in the Trust Account, including all accrued interest, to be paid to
Metropolitan within seven (7) days of the Court's order becoming final and non-appealable.
        E.     Should the settlement be approved by the Court but reversed on appeal,
Petitioners' Lead Counsel shall have the entire amount in the Trust Account, including all
accrued interest, to be wired to Metropolitan within seven (7) days of the issuance of a remittitur
by the Court of Appeal.
        F.     Should the settlement be approved by the Court and the order approving the
settlement become final and non-appealable, but the order awarding costs and attorneys' fees be
appealed, the following provisions shall apply while said order is on appeal:
               1.      Class Counsel may seek a determination by the Court of the amount of the
award of costs and attorneys' fees that has not been contested. Petitioners' Lead Counsel shall
segregate the amount determined to be uncontested from the rest of the Settlement Fund and
distribute it to Class Counsel and Local 1902's Counsel.
               2.      Petitioners' Lead Counsel shall pay from the Settlement Fund the amounts
awarded to class members as "service payments".
               3.      Petitioners' Lead Counsel shall pay from the Settlement Fund (a) the
amounts, if any, determined to be due to Class Representatives as determined by the fact-finders,
and (b) the costs and fees incurred by the fact-finders.
               4.      The remainder of the Settlement Fund shall remain in the Trust Account
during the pendency of the appeal.
        G.     Once the order approving the settlement and the order awarding reasonable costs
and attorneys' fees both have become final and non-appealable and all of the payments referenced
at Paragraphs II.C.1. to II.C.3. have been made, the remainder of the Settlement Fund shall be
known as the Monetary Relief Fund. The Monetary Relief Fund shall be maintained in the Trust

                                                 -6-

         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
Account until: (1) the entitlement of each Claimant to a pro rata share of the Monetary Relief
Fund has been determined; (2) each Claimant has been given notice of Class Counsel's
assessment of the amount of their pro rata share of the Monetary Relief Fund and their right to
object to this assessment; (3) all dispute over Class Counsel's assessments, if any, have been
resolved; and (4) a "final determination" has been reached whether or not Metropolitan is
obligated under Government Code section 20283 to pay the employee contributions to CalPERS
for some or all of the Claimants for the pension service credit obtained under the Cargill PERL
Claim ("Cargill service credit"). A "final determination" of the section 20283 issue will be
reached once the section 20283 determinations for all class members are final and no longer
subject to further appeal, either by a party failing to appeal a determination made during the
course of the CalPERS' administrative process or, should judicial review of an final
administrative determination be sought, by the issuance of a final, non-appealable judgment by
the Los Angeles Superior Court.
       H.      To the extent that it is determined that Claimants have the obligation to pay
employee contributions for Cargill service credit, Petitioners' Lead Counsel shall pay some or all
of those contributions on behalf of the Claimants directly to CalPERS from the Monetary Relief
Fund. Should a Claimant's pro rata share of the Monetary Relief Fund exceed the amount of the
required CalPERS contribution, the excess amount shall be paid to the Claimant in accordance
with Paragraphs VIII.C. and VIII.D., below. Should a Claimant's pro rata share not be sufficient
to pay the required pension contributions, the Claimant shall be responsible for paying the
additional required amount to CalPERS.
       I.      The Parties agree to treat the funds in the trust accounts as being at all times one
or more "qualified settlement funds" within the meaning of Treas. Reg. section 1.468B-1.
               1.      The "Administrator," as defined in section1.468B-2(k)(3), shall be
Petitioners' Lead Counsel.
               2.      The Administrator and, as required, Metropolitan shall jointly and timely
make such appropriate elections as may be necessary or advisable to carry out the provisions of
this Paragraph II.H., including making a "relation-back" election (as defined in Treas. Reg.
section 1.468B-1(j)(2)) to the earliest permitted date. Such elections shall be made in
compliance with the procedures and requirements contained in such regulations. The
Administrator shall cause the necessary documentation to be prepared for signature by all

                                                -7-

         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
necessary parties, obtain the signatures and thereafter to cause the appropriate filings to occur.
               3.      The Administrator or his designee shall timely and properly file all
informational and other tax returns with respect to the Settlement Fund, including without
limitation the returns described in Treas. Reg. section 1.468B-1(k). Such returns and the
elections described in Paragraph II.H.2. shall be consistent with this Paragraph II.H. and shall
reflect that the Settlement Fund is responsible for paying all taxes on the income earned by the
Settlement Fund, including any estimated taxes, interest or penalties, as provided in Paragraph
II.C.5., above, and Paragraph VIII.B.1.(b), below.
               4.      All of the following shall be paid out of the Settlement Fund: (1) any and
all taxes (including any estimated taxes, interest or penalties) arising with respect to the income
earned by the Settlement Fund, including taxes or tax detriments that may be imposed upon
Metropolitan with respect to any income earned by the Settlement Fund in any period during
which the Settlement Fund does not qualify as a "qualified settlement fund" for federal or state
income tax purposes ("Taxes"); and (2) expenses and costs incurred in connection with the
operation and implementation of this Paragraph II.H., including, without limitation, expenses of
tax attorneys and/or accountants, mailing and distribution costs and expenses relating to filing (or
failing to file) the returns described in this Paragraph II.H. ("Tax Expenses"). Metropolitan shall
have no liability or responsibility for the Taxes or the Tax Expenses unless this Agreement is
disapproved or rescinded, causing the funds to be returned to Metropolitan. Further, Taxes and
Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement
Agreement and shall be timely paid by the Administrator out of the Settlement Fund without
prior order from the Court and the Administrator shall be obligated (notwithstanding anything
herein to the contrary) to withhold from distributions to Claimants any funds necessary to pay
such amounts (as well as any amounts that may be required to be withheld under Treas. Reg.
section 1.468B-2(1)(2) or any amount which is required to be withheld under state or federal tax
laws), and the Metropolitan is not responsible and shall have no liability therefor. Metropolitan
agrees to cooperate with the Administrator and any tax attorneys and accountants retained by the
Administrator, to the extent necessary to carry out the provisions of this Paragraph II.H.




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         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
III.      SERVICE PAYMENTS FOR CLASS MEMBERS
          It is understood that the Petitioner Class intends to seek Court approval of the following
service payments to compensate class members who devoted substantial time and energy to the
Cargill Action:
          A.     A payment of $20,000.00 each for Anvar Alfi, Paul Broussard, Dewayne Cargill,
Charlotte Manuel, Steven Minor, Lisa Nelson, John Sims, Sun Son and Joseph Zadikany, for
their time, energy, expense and risk in serving as class representatives, having their names


associated with the litigation, attending their depositions, reviewing pleadings and other
documents provided by Class Counsel and attending meetings with Class Counsel.
          B.     A payment of $5,000 each for class members Ali Alahmad, Daniel Calvillo,
Sidney McCoy, Donald Rose and Jimmy Todorov for their time, energy, expense and risk in
providing declarations regarding their tenure at MWD.
          C.     An additional payment of $10,000 each for Anvar Alfi, Dewayne Cargill, John
Sims and Sun Son for their extraordinary efforts in assisting Class Counsel in the investigation of
underlying facts and/or serving on the negotiating team.
          D.     MWD assumes no role or responsibility in either the selection of class members to
receive service payments or the amounts to be received under this provision.


IV.       RELIEF FOR SETTLEMENT CLASS MEMBERS STILL EMPLOYED
          BY METROPOLITAN
          A.     Metropolitan agrees to provide all Settlement Class Members who were employed
as of May 18, 2005, with the following additional "make whole" relief to place them in the
position in which they would have been if they had been treated as regular employees throughout
the time they were categorized as a district temporary employee ("DTE"), agency temporary
employee ("ATE"), consultant with a consulting firm ("CC") and/or independent consultant
("IC"):
                 1.      They shall have their leave banks for annual leave, sick leave and
disability leaves adjusted and shall be allowed to continue to accrue annual leave for a period of
two years before being subject to any limitation on further accruals.



                                                  -9-

           SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
               2.        They shall have their accrual rates for vacation and disability leaves
adjusted based on their total tenure at Metropolitan.
               3.        They shall have their current wage rates by adjusted providing them with
merit increases, with:
                         (a)    The adjusted wage rates capped at the top step of the Class
Member's job classification; and
                         (b)    The adjustment for any rating period for which a Class Member
was not evaluated based on the presumption that the Class Member would have received a
meets-standard or above evaluation resulting in a two-step merit salary increase.
               4.        They shall have their review dates for future merit increases set based on
the date they first began working at Metropolitan.
               5.        They shall have their seniority dates for purposes of layoffs and
displacements adjusted as follows:
                         (a)    For those who worked at Metropolitan prior to February 3, 2002,
the adjusted seniority date shall be February 3, 2002 or the date that they became a regular
employee, whichever is earlier;
                         (b)    For those who started working at Metropolitan after February 3,
2002, the adjusted seniority date shall be the date that they first began that work; and
                         (c)    Those Settlement Class Members with a seniority date of February
3, 2002, including those class members who were part of prior partial settlements, shall have a
secondary seniority date which shall be the date that they first started working at Metropolitan as
a DTE, ATE, CC or IC; the secondary seniority date will determine their relative rights as among
other employees with the same primary seniority date.
               6.        They shall have the opportunity to request classification studies for their
current positions to the extent that the opportunity has been unavailable in the past, subject to the
same terms and conditions governing classification studies set forth in the 2000-2005 MOU, but
with an accrual date of the Effective Date.
       B.      Metropolitan shall be responsible for making the initial determination of the
adjustments that should be made for each eligible Settlement Class Member. These
determinations shall be made within one hundred and twenty (120) days of the Effective Date.
Metropolitan shall notify Class Counsel of its determinations once completed. Any dispute

                                                  -10-

         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
regarding these determinations shall be resolved pursuant to the dispute resolution procedures set
forth in Paragraph X, below.


V.     RELIEF FOR SETTLEMENT CLASS MEMBERS NO LONGER EMPLOYED
       BY METROPOLITAN
       A.      Those Settlement Class Members who worked at Metropolitan for a total of four
years or more and who had that work end after June 1, 1998, shall be entitled to two years of
reinstatement rights starting on the Effective Date.
       B.      The reinstatement rights accorded to such Settlement Class Members shall be the
rights that were set forth at Section 5.5.6 of the 2000-2005 MOU. These class members shall be
treated like any other former employee on the reinstatement list, and their date of layoff shall be
the Effective Date.
       C.      Any complaint by a Settlement Class Member that he or she was not recalled in
accordance with this Agreement shall be resolved pursuant to the dispute resolution procedures
set forth in Paragraph X, below. Should a Class Member prevail on such a complaint, the
arbitrator's powers shall be limited to awarding as relief an extension of the time period for the
Class Member's tenure on the reinstatement list, back pay and benefits, and costs and attorneys'
fees under Paragraph XII.F., below.


VI.    RELIEF FOR CLASS REPRESENTATIVES WITH TERMINATION CLAIMS
       A.      A factual determination shall be made by independent fact-finders whether each
Class Representative's work with Metropolitan either: (a) was terminated in retaliation for
serving as a named petitioner or for advocating issues underlying the Cargill Action; or (b)
would not have ended if he/she had been treated like a regular employee. The factual
determinations made by the fact-finders shall be final and binding. If the fact-finder makes a
determination favorable to the Class Representative on either of these grounds, the fact-finder
shall further determine the amount of backpay, if any, that should be paid to the individual under
the legal standards applicable to employment termination cases under California law. The
amount of backpay found appropriate by the fact-finder shall be paid from the Settlement Fund.




                                                -11-

         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
        B.     Metropolitan agrees that the independent fact-finders shall have full and
unfettered access to relevant non-confidential evidence from Metropolitan sources including
Metropolitan documents and current and former Metropolitan employees.
        C.     The costs and fees incurred by the fact-finders shall be paid from the Settlement
Fund.
        D.     Class Counsel shall have authority to offer to settle any termination claim asserted
pursuant to this Paragraph VI prior to the commencement of the fact-finding for the sum of
$25,000. Any other settlement proposal, either for a greater amount or after the commencement
of fact-finding, shall require Court approval.
        E.     Class representatives who seek relief pursuant to the procedures set forth in this
Paragraph VI shall be subject to a full and final determination for any and all termination claims
against Metropolitan. Class representatives waive their right to appeal the determination made
by the fact-finder and agree that the relief afforded by Paragraph VI shall operate as a complete
bar to any and all litigation, charges, complaints, grievances or demands of any kind whatsoever,
arising at any time in the unlimited past up to and including the date of this Agreement, that are
within the scope of the Resolved Claims.


VII.    SUBMISSION OF CLAIMS FOR RELIEF UNDER THE SETTLEMENT
        A.     In order to qualify for relief under this Settlement Agreement, a Settlement Class
Member must: (a) fill out a Claim Form to the best of his or her ability; (b) sign it under penalty
of perjury; and (c) submit the completed Claim Form, either postmarked or hand delivered to
Petitioners' Lead Counsel at Cochran-Bond Law Offices, 624 S. Grand Avenue, Suite 2200, Los
Angeles, California 90017, on or before a date to be set by the Court.
        B.     Except as otherwise ordered by the Court, all Settlement Class Members who fail
to submit a timely Claim Form in accordance with this Paragraph shall be forever barred from
receiving any relief pursuant to this Agreement and shall, nevertheless, be subject to and bound
by the provisions of the terms of this Agreement and the releases contained herein.




                                                 -12-

         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
VIII. ADMINISTRATION AND DISTRIBUTION OF MONETARY RELIEF FUND
       A.      Evaluation of Claim Forms
               1.      Petitioners' Lead Counsel, or his designated representative, shall be
responsible for evaluating the submitted Claim Forms. A person who submitted a Claim Form
shall be presumed to have a valid claim for a pro rata share of the Monetary Relief Fund if:
(a) the person worked for Metropolitan on a full-time basis as a DTE, ATE, CC and/or IC; (b) the
person submits a timely, signed Claim Form; and (c) the person meets a threshold settlement
standard established by the Administrator.
               2.      Any potential claimant found not to be a common law employee by
CalPERS while the claim evaluation process is pending will be preliminarily disqualified as a
Claimant and required to make a more detailed showing why the ruling by CalPERS was not
correct. Class Counsel shall evaluate this evidence, make an initial determination whether or not
they agree with the Claimant, and inform the Claimant by mail of the determination. If such a
potential claimant disagrees with Class Counsel's determination, he or she shall have the right to
have the dispute resolved pursuant to the dispute resolution procedures set forth in Paragraph X,
below. To initiate the dispute resolution procedures, the potential claimant must provide Class
Counsel with written notice of his or her intent within thirty (30) days of the mailing of the Class
Counsel's determination. MWD bears no responsibility for the manner or method by which Class
Counsel elects to resolve such disputes. MWD assume no financial obligation to cover any costs
associated with the use of any dispute resolution procedure to resolve disputes between claimants
and Class Counsel over the distribution of the monetary settlement funds.
               3.      The pro rata shares of Settlement Class Members with valid claims shall
be determined based on the monetary value of their claims under the Ad Code Claim. The
monetary value of these claims shall be calculated by applying the damages model in accordance
with the description attached hereto as Exhibit "B," provided that:.
               a.      For those Settlement Class Members who already have received relief
pursuant to an individual settlement agreement that partially resolved their claims under the Ad
Code Claim, the amount calculated under the damages model shall be limited to their unsettled
claim, if any, for retroactive merit pay adjustments for MWD's failure to provide them with merit
pay increases during their service as an agency temporary employee and/or as a consultant with a
consulting firm.

                                                -13-

         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
               b.      For those Settlement Class Members who are current employees, and
hence will receive the relief set forth in Paragraph IV, above, the amount calculated under the
damages model shall include only compensation for the denial of 401(k) contributions,
retroactive merit pay adjustments, insurance benefits and holiday pay (and not for the denial of
annual leave, contingent leaves and severance pay).
               4.      Class Counsel shall notify each Claimant with a valid claim by mail of the
employment dates and wage rate information, if any, related to their Metropolitan tenure that has
been compiled by Metropolitan and Class Counsel during the course of the Cargill litigation and
shall inform each Claimant that, absent a written objection by the Claimant, this information will
be used to calculate his or her pro rata share of the Monetary Relief Fund. Each Claimant shall
have forty-five (45) days from the mailing of this notice to object in writing. This objection must
notify Class Counsel of any employment dates and/or wage rate information claimed to be
incorrect and must provide Class Counsel with any and all documentation that supports
Claimant's position.
               5.      Once the forty-five (45) day period has elapsed, Class Counsel shall have
discretion to decide whether the information provided by the Claimant, if any, is sufficient to
change the Claimant's employment dates and/or wage rate information. If Class Counsel does
not make changes based on the information provided by the Claimant, Class Counsel shall
provide the Settlement Class Member with a notice that informs the Claimant of Class Counsel's
decision as well as Claimant's right to have the dispute resolved pursuant to the dispute
resolution procedures set forth in Paragraph X, below. To initiate the dispute resolution
procedures, the Claimant must provide Class Counsel with written notice of his or her intent
within thirty (30) days of the Class Counsel's mailing of the notice.
               6.      Once (a) the Monetary Relief Fund is created pursuant to Paragraph II.G.,
above, (b) all Claim Forms have been completed, and (c) all objections and disputes initiated by
Class Members pursuant to subparagraphs A.3. and A.4. have been resolved, Class Counsel shall
file a motion for court approval of the apportionment of the Monetary Relief Fund. In this
motion, Class Counsel shall provide the following information to the Court: (i) the amount in
the Monetary Relief Fund at or about the time of filing the motion; (ii) an accounting of the taxes
and expenses incurred to date for administration of the fund and the claims evaluation and
distribution process; (iii) an estimate of the additional taxes and expenses to be incurred; and

                                                -14-

         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
(iv) the amount of each Claimant's pro rata share of the Monetary Relief Fund after subtracting
the actual and estimated future expenses.
       B.        Distribution of Monetary Relief Fund
                 1.    On or after the Effective Date, the Monetary Relief Fund in the Trust
Account shall be administered as follows:
                        (a)    All taxes (and any interest and penalties determined to be due
thereon), if any, owed by reason of the interest earned on the money in the Fund may be paid
from the Fund;
                        (b)    All expenses reasonably and actually incurred in connection with
the administration of the Fund and the claims evaluation and distribution process, including, but
not limited to, expenses incurred for postage, messengers, printing, copies, envelopes, checks,
bank fees and the preparation of any tax returns and other tax-related documents required to be
filed on behalf of the Fund may be paid from the Fund;
                        (c)    An amount to be set by the Court shall be retained in the Fund and
used to pay any final taxes and expenses;
                        (d)    The amount remaining in the Fund after making the payments
referred to in subparagraph (a) and (b) and after deducting the amount referred to in subparagraph
(c) shall be distributed as follows:
                                (1)     The amount of each Claimants' pro rata share of the
remainder of the Fund shall be determined;
                                (2)     To the extent that Claimants are obligated to make
employee contributions to CalPERS for their Cargill service credit, the Claimants' contributions
shall be paid to CalPERS and deducted from the Claimants' pro rata shares of the Fund, in
accordance with Paragraph II.H., above; and
                                (3)     After deducting the amount paid to CalPERS pursuant to
subparagraph (d)(2), above, from each Claimants' pro rata share of the Fund, any remaining
amount shall be paid to the Claimant.
                 2.    Petitioners' Lead Counsel shall be responsible for overseeing the payment
of taxes and expenses and the distribution of the Monetary Relief Fund.




                                                 -15-

         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
       C.      Distributions to Claimants Who Are Current Metropolitan Employees
               1.      Metropolitan shall be responsible for the distributions from the Monetary
Relief Fund pursuant to subparagraph B.1.(d)(3) to those Claimants who are its employees at the
time of distribution. Metropolitan also shall be responsible for including these payments in the
W-2 forms issued to these Claimants.
               2.      Once the Funds are available for distribution, Petitioners' Lead Counsel
shall provide Metropolitan with a list of the Claimants to whom distributions will be made, along
with their Social Security numbers and the amount of their pro rata distributions.
               3.      Within fourteen (14) days after receiving the list referenced in
subparagraph (a), Metropolitan shall provide Petitioners' Lead Counsel with a list of the
Claimants who are then-current employees of Metropolitan.
               4.   Within fourteen (14) days after receiving the list referenced in subparagraph
C.3. from Metropolitan, Petitioners' Lead Counsel shall cause the total amount of the pro rata
distributions of those Claimants who are its then-current employees to be transferred from the
Monetary Relief Fund to an account designated by Metropolitan.
               5.      Within twenty-one (21) days of receiving the funds from the Monetary
Relief Fund pursuant to subparagraph C.4., Metropolitan shall distribute these funds to the
Claimants who are its then-current employees, subject to making proper withholding and other
required employee deductions.
       D.      Distributions to Other Claimants
               Distributions from the Monetary Relief Fund to Claimants who are not current
employees of Metropolitan, including those Claimants who have retired or are deceased, shall be
made by Petitioners' Lead Counsel directly to such Claimants, their legal representatives or their
heirs. For those Claimants, Petitioners' Lead Counsel shall be responsible for compliance with
any and all withholding requirements and reporting of such distributions to the appropriate state
and federal tax authorities.
       E.      Miscellaneous Provisions
               1.      Should any funds remain in the Monetary Relief Fund six months after the
mailing of checks to the addresses provided by the Claimants in the Claim Form, as modified
through subsequent written updates provided by Claimants, the unclaimed amounts shall be paid
to the Western Justice Center Foundation.

                                               -16-

         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
               2.      Upon transfer of the Settlement Fund to the Trust Account pursuant to
Paragraph II.B., above, Metropolitan shall be released from any and all liability and claims
arising from or with respect to the investment and distribution of the Fund, provided that
Metropolitan shall be responsible for proper withholding of state and federal taxes from
distributions made to Claimants who are its current employees, pursuant to the procedures set
forth in Paragraph VII.D., above.
               3.      No Petitioner, Settlement Class Member or Claimant shall have any claim
against Class Counsel, the Administrator of the Settlement Fund, any agent designated by
Petitioners' Lead Counsel in connection with the administration and/or distribution of the Fund,
Local 1902 or Metropolitan based upon distributions of the Fund made substantially in
accordance with this Agreement, the plan of allocation contained herein or further orders of the
Court.


IX.      THE AWARD OF REASONABLE COSTS AND ATTORNEYS' FEES
         FOR LITIGATION OF CARGILL AD CODE CLAIM AND THE
         RELATED GRIEVANCES
         A.    The Settlement Fund includes both monetary relief for Class Members to settle
the Cargill Ad Code Claim and the Related Grievances as well as money to settle the claim for a
statutory award of reasonable costs and attorneys' fees against Metropolitan to compensate Class
Counsel and Local 1902's Counsel for their litigation of the issues raised by the Ad Code Claim
and the Related Grievances, with the apportionment of the overall Settlement Fund between
these two elements to be determined by the Court. Accordingly, it is understood that the Court
will be asked to award a percentage of total monetary value of the overall Ad Code Claim relief
obtained for Class Members, under this Agreement as well as under individual settlement
agreements entered into pursuant to the prior partial settlements, as an award of reasonable costs
and attorneys' fees under the common fund and substantial benefit doctrines, to be paid from the
Settlement Fund.
         B.    The Petitioner Class, Local 1902 and their respective counsel agree not to seek
any additional amount from Metropolitan as a statutory award of reasonable costs and attorneys'
fees for time and expenses attributable solely to the litigation of the Cargill Ad Code Claim
and/or the Related Grievances. It is understood by the Parties, however, that this Agreement

                                               -17-

          SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
does not preclude the Class Counsel from seeking a separate award of reasonable costs and
attorneys' fees related to the litigation of the Cargill PERL Claim. However, Petitioners and
Metropolitan currently dispute whether expenses and attorneys' fees that were incurred in
connection with the litigation of both the Ad Code Claim and the PERL Claim should be
apportioned between the two claims. Metropolitan contends that the reasonable costs and fees
incurred in connection with both claims should be apportioned between the two claims in an
amount to be determined by the Court. Petitioners contend that, at the time of the Ad Code
settlement, they already were entitled to recover, as part of the award for costs and attorneys' fees
related to the litigation of the PERL Claim, all time and expenses that were required for the
litigation of that claim whether or not some of the time and expenses also were required for the
litigation of the Ad Code Claim. Metropolitan and Petitioners agree to submit this issue to the
Court for a determination.
       C.      The amount of the award of reasonable costs and attorneys' fees, as determined by
the Court, shall be transferred by wire-transfer to Petitioners' Lead Counsel from the Settlement
Fund, within seven (7) calendar days after the Effective Date. Petitioners' Lead Counsel shall be
responsible for the distribution of such award in accordance with agreements reached among
Class Counsel and Local 1902's Counsel. Any disputes that may arise among such counsel shall
be resolved pursuant to the dispute resolution procedures in Paragraph X, below.


X.     DISPUTE RESOLUTION PROCEDURES
       A.      Should a dispute arise as to the negotiation, drafting, performance, breach,
interpretation or implementation of this Agreement, the parties to the dispute first shall attempt to
resolve the dispute among themselves. The complaining party must first notify the party or
parties against whom the complaint is being made, in writing, of the nature of the dispute. The
responding party shall have thirty (30) days from receipt of this notice to investigate and attempt
to correct or refute the complaint before the complaining party may submit the complaint to
arbitration. The parties to the dispute shall attempt in good faith to resolve the dispute through
informal conciliation.
       B.      Should the complaining party continue to believe that the dispute has not been
resolved, that party may initiate a final and binding arbitration of the complaint. The arbitrator
shall have no power to alter, add to or subtract from the terms of this Agreement, but shall only

                                                -18-

         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
have the power to interpret and enforce the provisions of the Agreement. The arbitrator may
enter an order directing a party to comply with the terms of this Agreement and, except in
disputes between a Class Member and Class Counsel, may award reasonable costs and attorneys'
fees to the party determined to be the prevailing party for a dispute, either by obtaining a
favorable arbitration award or settlement or by being the catalyst for favorable unilateral change,
for all efforts expended in attempting to resolve the dispute both before and after initiating a
formal arbitration in accordance with the standards stated in Paragraph X.F., below. All
arbitration awards may be confirmed as judgments in accordance with the California Code of
Civil Procedure.
       C.      Hon. Eli Chernow (Ret.) shall be appointed as the Arbitrator under this
Agreement with the power to adjudicate and determine any and all disputes between or among
the Parties that may arise under this Agreement as provided in Paragraphs X.A. and X.B., above.
Should Judge Chernow be unavailable to serve as the arbitrator for a dispute, the parties to the
dispute will attempt to reach agreement on an alternative arbitrator and, if agreement cannot be
reached, the arbitrator shall be selected under the arbitrator selection procedures adopted by ADR
Services. Except as provided in this Paragraph, any arbitration under this Agreement shall be
pursuant to the AAA Employment Dispute Resolution Rules in effect at the commencement of
the arbitration. The fees and expenses of the arbitrator are to be paid by the losing party.


XI.    RELEASE OF RESOLVED CLAIMS AGAINST METROPOLITAN
       A.      Scope of the Settlement. The Parties agree that this Agreement resolves the
claims of all Settlement Class Members that have arisen or will arise prior to November 17,
2005, and that fall within the allegations of the Second Cause of Action in the Cargill Petition
and/or the allegations of the Related Grievances, except that:
               1.      This Agreement does not resolve the claims raised by Local 1902 in
Grievance Nos. 0509G086 [alleged unilateral modification of H-08] and 0505G061 [Cal Poly];
               2.      This Agreement does not release or affect any claim or grievance by Local
1902 (other than the Related Grievances) to the extent it is a challenge to Metropolitan’s
authority to contract for services of agency temporary workers, independent contractors or
consultants with consulting firms;



                                                -19-

         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
               3.      Settlement Class Members who continue to perform services for
Metropolitan after November 17, 2005 as district temporary employees, agency temporary
workers, independent contractors, or consultants with consulting firms, may pursue claims for
conduct occurring after November 17, 2005, but in any such claim may only seek to recover
monetary relief from November 18, 2005 forward; if any such post-settlement claim is based on
continuing practices that began before November 17, 2005, the alleged claim shall be deemed to
have accrued, for statute of limitations purposes, as of November 18, 2005; and
               4.      Any Settlement Class Member whose services are terminated between the
date of this Memorandum of Understanding and November, 17, 2005, shall not be precluded
from bringing a claim for relief from the date of such action forward.
       B.      The claims that fall within the scope of settlement set forth in Paragraph XI.A.,
above, are referred to as the "Resolved Claims".
       C.      Settlement Class Members and Local 1902 do hereby agree to fully, finally and
forever release, quitclaim and discharge Metropolitan and its current and former officers,
directors, employees, attorneys, trustees, administrators, successors, assigns, insurance carriers
and/or administrators, employee benefit plans, funds and/or trusts sponsored and/or maintained
by them, and any or all of the above (collectively "the Released Parties"), from the Resolved
Claims. Except as expressly excluded by this Agreement, this release includes all subsidiary
claims for attorneys' fees, costs, disbursements or the like arising out of the Resolved Claims.
       D.      Settlement Class Members and Local 1902 further acknowledge and agree that
this Agreement shall operate as a complete bar to any and all litigation, charges, complaints,
grievances or demands of any kind whatsoever, arising at any time in the unlimited past up to and
including the date of this Agreement, that are within the scope of the Resolved Claims. Each and
all of the Resolved Claims are hereby fully and finally settled, compromised and released.
Except as expressly excluded by this Agreement, this bar shall include all claims for attorneys'
fees, costs, disbursements and the like arising out of the Resolved Claims. Settlement Class
Members and Local 1902 further agree that they will not, nor will they directly or indirectly
cause any other individual or entity to, institute, initiate, instigate or cooperate with any other
individual or entity in the assertion or prosecution of any of the Resolved Claims.




                                                 -20-

         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
XII.    GENERAL PROVISIONS
        A.  Non-Admission.
                1.      Neither the negotiation nor the execution of this Agreement shall
constitute an admission by Metropolitan or any of the Released Parties that they or their officials
or employees have violated any provision of state or federal law, and Metropolitan specifically
denies the commission of any such violation. Metropolitan further agrees to this Agreement on
the condition that it does not constitute any finding of liability by any Court, any evidence of any
liability on the part of Metropolitan or any admission by Metropolitan or any Released Party, as
to the truth or merit of Petitioners' or Local 1902's allegations or of any liability whatsoever.
                2.      The Petitioner Class and Local 1902 agrees to this Agreement on the
conditions that this Agreement is not to be interpreted as an endorsement of Metropolitan's past
or current policies and practices and does not constitute a finding or admission that such policies
and practices are lawful.
                3.      The Parties have consented to enter into this Agreement to avoid the delay
and burdens of further litigation. Neither this Agreement nor any other documents prepared in
connection with this settlement shall be introduced or offered in evidence in any proceeding as
evidence either of liability, or of a lack of liability, on the part of Metropolitan or any of the
Released Parties.
                4.      The Parties agree that the Agreement, the Claim Form and the Class
Notice shall not be offered or received in evidence in any context, including without limitation,
in the Cargill action, in a judicial, grievance, arbitration and/or administrative proceeding in any
court, administrative agency or other tribunal, other than such proceedings as may be necessary
to consummate or enforce the Agreement.
        B.      Entirety of Agreement. This instrument and the other instruments specifically
referred to in this Agreement constitute and contain the entire agreement and understanding
concerning the subject matter between the Parties and supersede and replace all prior
negotiations and proposed agreements, whether written or oral. The Parties, and each of them,
warrant and represent that no other party or any agent or attorney of any other party has made any
promise, representation or warranty whatsoever not contained in this Agreement to induce them
to execute this instrument and the other documents referred to in this Agreement. The Parties,


                                                  -21-

         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
and each of them, warrant and represent that they have not executed this instrument or the other
documents in reliance on any promise, representation or warranty not contained in this
Agreement.
       C.      Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute but one and
the same instrument.
       D.      Conclusive Effect. This Agreement resolves all claims asserted by Petitioners
against Metropolitan in the Second Cause of Action of the Cargill Petition and any other claims
that are barred under principles of res judicata. The doctrines of res judicata and collateral
estoppel apply. No Settlement Class Member bound by this Agreement shall seek or obtain, in a
separate action or proceeding, relief that would add to or be inconsistent with the relief
incorporated in this Agreement. The execution and Court approval of this Agreement and the
Stipulation of Settlement, and the undertakings of Metropolitan set forth herein, shall extinguish
all such claims for relief, except actions taken to enforce the terms of this Agreement.
       E.      Successors and Assigns. The terms of this Agreement shall apply to and bind the
parties as well as their heirs, successors and assigns and, with regard to Metropolitan, all other
persons or entities in privity with such entities. The terms of this Agreement also shall be
binding on any other entity that might be created as the result of any reorganization of
Metropolitan. Metropolitan agrees to give timely notice of the terms of this Agreement to any
and all successor entities and of the successor's obligation to abide by these terms.
       F.      Costs and Attorneys' Fees. Should a dispute arise out of this Agreement,
whether or not it is subject to the dispute resolution procedures in Paragraph X, above, the
prevailing party may be entitled to an award of reasonable costs and attorneys' fees. The legal
standards to be applied in assessing a party's entitlement to an award and the amount of such an
award shall be the same as the standards applicable to a claim for a statutory award of reasonable
costs and attorneys' fees under Government Code sections 12900 et seq. This provision,
however, does not apply to any disputes between a Class Member and representatives of the
Petitioner Class.
       G.      Competency of Parties. The Parties, and each of them, acknowledge, warrant,
represent and agree that in executing and delivering this Agreement, they do so freely, knowingly


                                                -22-

         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
and voluntarily, that they had an opportunity to and did discuss its terms and their implications
with legal counsel, that they are fully aware of the contents and effect of the Agreement and that
such execution and delivery is not the result of any fraud, duress, mistake or undue influence
whatsoever.
       H.      Authority. Each person signing this Agreement on behalf of an entity hereby
warrants and represents that he or she is authorized to sign on the entity's behalf. The persons
signing on behalf of Petitioner Class warrant and represent that they are the current Class
Representatives.
       I.      Modifications. This Agreement may not be modified except by a writing signed
by each of the Parties hereto, or their duly authorized representatives.
       J.      Applicable Law. This Agreement shall, in all respects, be interpreted, construed
and governed by and under the domestic laws of the State of California. Any arbitration or
judicial proceeding regarding this Agreement shall be brought in the County of Los Angeles,
State of California.
       K.      Construction. The Parties acknowledge and agree that the language of this
instrument shall be construed as a whole according to its fair meaning and not strictly for or
against any of the parties. The Parties further acknowledge and agree that they all have
participated in the drafting and negotiation of this Agreement.
       L.      Severability. If any provision of this Agreement is held by a court of competent
jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect but
the illegality or unenforceability of such provision shall have no effect upon, and shall not impair
the legality or enforceability of, any other provision of this Agreement.


DATED: January ___, 2006                      _________________________________________
                                                       ANVAR ALFI


DATED: January ___, 2006                      _________________________________________
                                                       PAUL BROUSSARD


DATED: January ___, 2006                      _________________________________________
                                                       DEWAYNE CARGILL


                                                -23-

         SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
DATED: January ___, 2006                 _________________________________________
                                                  CHARLOTTE MANUEL


DATED: January ___, 2006                 _________________________________________
                                                  STEVEN MINOR


DATED: January ___, 2006                 _________________________________________
                                                  LISA NELSON


DATED: January ___, 2006                 _________________________________________
                                                  SUN SON


DATED: January ___, 2006                 _________________________________________
                                                  JOSEPH ZADIKANY




DATED: January ___, 2006                 METROPOLITAN WATER DISTRICT OF
                                         SOUTHERN CALIFORNIA



                                         By: ____________________________________
                                                  JEFFREY KIGHTLINGER




DATED: January ___, 2006                 AFSCME LOCAL 1902



                                         By: ____________________________________
                                                  ROBERT REEVES, SR.




                                           -24-

       SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES
Reviewed as to form and content:


WALTER COCHRAN-BOND
COCHRAN-BOND LAW OFFICES

JUDY A. FRIEDMAN

RICHARD N. GREY

A. THOMAS HUNT



By: ______________________________________
         WALTER COCHRAN-BOND
           Attorneys for Petitioners


GREGORY A. BERGMAN
DAPHNE ANNEET
BERGMAN & DACEY, INC.


By: ______________________________________
            GREGORY A. BERGMAN
       Attorneys for Respondent Metropolitan
        Water District of Southern California


ANTHONY SEGALL
ROTHNER, SEGALL & GREENSTONE



By: ______________________________________
             ANTHONY R. SEGALL
    Attorneys for Intervenor AFSCME Local 1902




                                            -25-

        SETTLEMENT AGREEMENT RE CARGILL SECOND CAUSE OF ACTION AND RELATED GRIEVANCES