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HomeMy WebLinkAbout2009-12-22; City Council; 20080; Settlement Armenta Et Al V James Jones CompanyCITY OF CARLSBAD - AGENDA BILL 10 AB# 20,080 MTG. 12/22/09 DEPT. CA REPORTING OUT THE SETTLEMENT AGREEMENT OF ARMENTA ETAL V. JAMES JONES COMPANY DEPT. HEAD CITY ATTY. CITY MGR. RECOMMENDED ACTION: There is no action to be taken by the City Council. ITEM EXPLANATION: James Jones Company is a manufacturer of pipes and other parts that are placed in water systems. Nora Armenia was a whistleblower employee that alleged that the company sold product that contained too high of a content of lead and zinc, which could cause premature failure. Numerous California public agencies joined in the action as Real Parties in Interest. All parties have now settled for the amount of $39 million after a lengthy mediation. Carlsbad's share is $501,688. The City Council gave the authority to the City Attorney for the settlement at its closed session of June 23, 2009. This item satisfies the Brown Act requirement to report the fact of a settlement approved in a prior closed session and makes the terms and conditions of the settlement available to the public. FISCAL IMPACT: The settlement amount to the City is $501,688.64 which has been placed into the water replacement fund. ENVIRONMENTAL IMPACT: Reporting out the fact of Settlement is not a "project" within the meaning of CEQA and therefore environmental review is not required pursuant to CEQA Regulation 15061(b)(3). EXHIBIT 1. Settlement Agreement and Mutual Release on file with the City Clerk. DEPARTMENT CONTACT: Ron Ball 760-434-2801 FOR CITY CLERKS USE ONLY. COUNCIL ACTION: APPROVED DENIED CONTINUED WITHDRAWN AMENDED D D D D D CONTINUED TO DATE SPECIFIC CONTINUED TO DATE UNKNOWN RETURNED TO STAFF OTHER - SEE MINUTES Coiinr.il accepted tbe report. D D D D SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Release (hereinafter, the "Agreement") is made and entered into by and between the following: A. Alameda County Water District, City of Burbank, Helix Water District, Irvine Ranch Water District, Padre Dam Municipal Water District, City of Pomona, Rancho California Water District, City of San Diego, City of San Jose, Sweetwater Authority, Valley Center Municipal Water District (collectively, the "Armenia Intervenors"); and B. City of Banning, City of Carlsbad, City of Colton, Contra Costa Water District, City of Corona, City of Del Mar, City of Delano, Elsinore Valley Municipal Water District, City of Fullerton, City of Glendale, City of Hemet, City of Huntington Beach, City of La Habra, City of Loma Linda, City of Lompoc, Mesa Consolidated Water District, Moulton Niguel Water District, City of Oceanside, Olivenhain Municipal Water District, Otay Water District, City of Oxnard, Palmdale Water District, City of Pasadena, City of Petaluma, City of Pico Rivera, City of Poway, Rainbow Municipal Water District, City of Redlands, City of Riverside, City of Sacramento, San Bernardino Municipal Water Department, City of Santa Barbara, City of Santa Cruz, Santa Margarita Water District, City of Santa Maria, City of Santa Rosa, City of South Pasadena, City of Upland, Vallecitos Water District, City of Vallejo, Valley of the Moon Water District, City of Westminster, Town of Windsor (collectively, the "Banning Plaintiffs"); and C. Nora Armenia and the Real Parties in Interest on whose behalf Relator has asserted claims (the "Relator" or "Qui Tarn Plaintiff'); and -1 - D. James Jones Company LLC ("Jones"), Mueller Co. Ltd ("Mueller"), Tyco International ("Tyco"), and Watts Water Technologies, Inc., formerly known as Watts Industries, Inc. ("Watts") (collectively, the "Defendants"). E. "Plaintiffs' Attorneys" shall include counsel and the law firms that have appeared for the Armenia Intervenors, the Banning Plaintiffs, and the Relator. 1. RECITALS WHEREAS, the complaints filed by the Relator in Has. Armenia Action (as defined herein) allege violations by Defendants of the California False Claims Act and were brought in the names of various governmental entities identified in Relator's complaints; and WHEREAS, the Armenia Intervenors intervened in \hzArmenta Action, and certain of the Armenia Intervenors filed Complaints-in-Intervention in the Armenia Action incorporating Relator's allegations and asserting claims under the California False Claims Act and various common-law theories of recovery; and WHEREAS, the Banning Plaintiffs filed complaints alleging certain misconduct by Defendants in the Banning Action and asserting claims under various common-law theories of recovery; and WHEREAS, Defendants have denied all liability in the Armenta and Banning Actions (collectively the "Actions"); and WHEREAS the Parties presented their disputes regarding the Claims in mediation to the Honorable Peter D. Lichtman, and on June 10,2009, reached a settlement subject to approval by the governing boards of the Armenta Intervenors and the Banning Plaintiffs; -2- 3 NOW, THEREFORE, the Parties hereby agree as follows: 2. AGREEMENT In consideration of the mutual promises, agreements, releases, covenants, and conditions contained in the recitals above and the provisions set forth below, the sufficiency of such conditions being hereby acknowledged, the Parties agree to settle their disputes regarding the Claims pursuant to the terms stated below. 3. DEFINITIONS The following definitions shall apply in this Agreement: 3.1. As used herein, the term "Actions" shall mean and refer to the Armenia Action and the Banning Action, as defined herein. 3.2. As used herein, the term "Armenta Action" shall mean and refer to the legal action captioned State of California, et al., ex rel. Nora Armenta v. James Jones Company, et al., Case No. BC 173487, pending in the Superior Court of the State of California, County of Los Angeles. The term "Armenta Action" shall include, without limitation, all complaints and complaints-in-intervention and shall encompass all allegations made in any pleading or document filed or lodged in the Armenta Action. 3.3. As used herein, the term "Banning Action" shall mean and refer to the legal action captioned City of Banning, etal. v. James Jones Company, LLC, et al, Case No. BC 321513, pending in the Superior Court of the State of California, County of Los Angeles. The term "Banning Action" also shall include the pending appeal entitled City of Banning, et al. v. James Jones Company, et al, Case No. B 214057, pending in the Court of Appeal of the State of California, Second Appellate District, Division One. The term "Banning Action" shall include, without limitation, all complaints and shall encompass all allegations made in any pleading or document filed or lodged in the Banning Action. 3.4. As used herein, the term "Claims" shall mean and refer to the claims that were or could have been advanced hi the Actions by the Plaintiffs. -3- 3.5. As used herein, the "Effective Date" shall mean and refer to the date by which the governing boards of all of the Armenia Intervenors and Banning Plaintiffs have approved the settlement, all of the Parties have executed this Agreement, and the Court has approved the settlement. 3.6. As used herein, the term "Parties" shall mean and refer collectively to the Plaintiffs and Defendants, and the term "Party" shall mean and refer to any individual Plaintiff, Defendant, or Real Party in Interest, as those terms are defined herein. 3.7. As used herein, the term "Payment Date" shall mean and refer to the date on which the Relator's Attorneys' Fees and Costs and the Settlement Sum, as those terms are defined herein, are paid in full pursuant to the terms of this Agreement. 3.8. As used herein, the term "Plaintiffs" shall mean and refer to the Relator, the Armenia Intervenors, the Armenia Real Parties in Interest, and the Banning Plaintiffs collectively. 3.9. As used herein, the term "Real Parties in Interest" should mean and refer to all the cities, water districts or other government entities (other than the Armenia Intervenors) identified in the Armenia Action or on whose behalf the Relator instituted or prosecuted the Armenia Action. 3.10. As used herein, the term "Relator's Attorneys' Fees and Costs" shall mean and refer to the sum of $30,000,000, to be paid by Defendants to Relator pursuant to California Code of Civil Procedure Section 12652(g)(8). The Relator's Attorneys' Fees and Costs are exclusive of and in addition to the Settlement Sum and any sums previously paid to settle any portion of the Actions. Neither the payment of the Settlement Sum nor the prior payment of any amount to settle any portion of the Actions shall operate to reduce the amount of the Relator's Attorneys' Fees and Costs to be paid under this Agreement. 3.11. As used herein, the term "Settlement Sum" shall mean and refer to the sum of $39,000,000, to be paid by Defendants in settlement of the Claims. The -4- Settlement Sum is exclusive of and in addition to the Relator's Attorneys' Fees and Costs and any sums previously paid to settle any portion of the Actions. Neither the payment of any amount representing Relator's Attorneys' Fees and Costs nor the prior payment of any amount to settle any portion of the Actions shall operate to reduce the amount of the Settlement Sum to be paid under this Agreement. 4. PAYMENT 4.1. Within fifteen days after the latest of (i) approval by the Court of this Settlement Agreement; (ii) approval by the Court of the allocation of the Settlement Sum to be proposed by the Relator, the Armenia Intervenors, and the Banning Plaintiffs; or (iii) execution of this Settlement Agreement by all Parties; Defendants shall pay Plaintiffs the Settlement Sum by wire transfer to the Phillips & Cohen Client Trust Account for distribution as the Court may approve pursuant to Paragraph 8. The Plaintiffs will pay the Relator's share and/or any contingency payment out of the Settlement Sum. 4.2. At the same time as the payment in Paragraph 4.1, Defendants shall pay Relator the Relator's Attorneys' Fees and Costs by wire transfer to the Phillips & Cohen Client Trust Account for distribution to Relator's counsel. 4.3. After payment of the Settlement Sum and the Relator's Attorneys' Fees and Costs pursuant to Paragraphs 4.1 and 4.2, Plaintiffs shall file a dismissal of the Actions with prejudice and Defendants shall have no further liability to the Plaintiffs for the Claims. Phillips & Cohen shall not distribute the sums deposited to its Client Trust Account before the dismissal is filed with the Court. 5. BASIS OF SETTLEMENT No Defendant admits liability for any claim alleged in the Actions, including without limitation any claim under the False Claims Act or for fraud or other intentional wrongdoing or misconduct, whether alleged in any complaint or complaint-in- jntervention in the Armenia or Banning Actions, and this Agreement shall not be construed as an admission of any wrongdoing or liability by Defendants. -5- 6. RELEASES 6.1. Subject to the other provisions and limitations set out in this Agreement and effective as of the later of the Effective Date or the Payment Date, Plaintiffs, for themselves, their governing bodies, boards, and commissions, officers, agents, employees, administrators, successors, and assigns, do hereby forego, release, and forever discharge the Defendants, as well as each of Defendants' respective past and present affiliates, parents, subsidiaries, divisions, branches, departments, agencies, predecessors, successors, and the hen's, principals, employees, associates, owners, stockholders, assigns, devisees, agents, distributors, directors, officers, representatives, insurers, lawyers, and predecessors and successors in interest, and each of them, and all persons acting by, through, under, or in concert with Defendants (collectively, the "Defendant Released Parties") from any and all actions; grounds for complaint; causes of action, in law or in equity, in contract, in tort, or otherwise; suits; guarantees of indebtedness; suretyships; debts; liens; contracts; agreements; promises; liability, including all direct and/or indirect liability (including, without limitation, vicarious liability); claims; demands; damages; losses; costs; expenses; defenses; set-offs; or recoupments, of any nature whatsoever, known or unknown to Plaintiffs (regardless of their diligence), suspected or unsuspected, fixed or contingent, which Plaintiffs now have, ever had, or shall have against the Defendant Released Parties, or any of them, arising out of or in any way connected with the Claims or Actions or the facts alleged or asserted or which could have been alleged or asserted in the Claims or in the Actions. The Parties agree to request Judge Ann I. Jones, or such other judge as is presiding over the Actions, to order that the Real Parties in Interest on whose behalf Relator has submitted claims are bound by the releases herein and this Settlement Agreement and Release to the fullest extent permitted by law. Defendants, the Armenia Intervenors, the Banning Plaintiffs, and Relator shall jointly submit to the Court a Proposed Order approving this Agreement in the form appended hereto as Exhibit A. -6- 6.2. Subject to the other provisions and limitations set out in this Agreement, and effective as of the Effective Date, Defendants, for themselves, their administrators, successors, and assigns, do hereby forego, release, and forever discharge Plaintiffs, as well as each Plaintiffs respective past and present affiliates, governing bodies, boards, commissions, agents, administrators, parents, subsidiaries, divisions, branches, departments, agencies, predecessors, successors, and the heirs, principals, employees, associates, owners, stockholders, assigns, devisees, agents, distributors, directors, officers, representatives, insurers, lawyers, and predecessors and successors in interest, and each of them, and all persons acting by, through, under, or in concert with them (collectively, the "Plaintiff Released Parties") from any and all actions; grounds for complaint; causes of action, in law or in equity, in contract, in tort, or otherwise; suits; guarantees of indebtedness; suretyships; debts; liens; contracts; agreements; promises; liability, including all direct and/or indirect liability (including, without limitation, vicarious liability); claims; demands; damages; losses; costs; expenses; defenses; set-offs; or recoupments, of any nature whatsoever, known or unknown to Defendants (regardless of diligence), suspected or unsuspected, fixed or contingent, which they now have, ever had, or shall have against the Plaintiff Released Parties, or any of them, arising out of or in any way connected with the Claims or Actions or the facts alleged or asserted or which could have been alleged or asserted in the Claims or in the Actions. 6.3. The Parties hereby waive any and all rights that they may have under any and all statutes or laws that purport to limit the scope of a general release, including, without limitation, Section 1542 of the California Civil Code, which provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. -7- ? 6.4. The release in Paragraph 6.1 above shall not preclude Plaintiffs from asserting claims for indemnification or contribution in the event that the Plaintiffs are sued by third parties as a result of harm allegedly caused by the parts supplied to the Armenia Intervenors, the Banning Plaintiffs or the Real Parties in Interest on whose behalf Relator has submitted claims. In any such action, the Plaintiffs will not take the position that Defendants' parts have created any health risk. In addition, neither Plaintiffs nor Plaintiffs' Attorneys in the Actions presently have any evidence indicating that any particular person has suffered actual adverse health effects caused by the parts supplied to the Armenia Intervenors, the Banning Plaintiffs or the Real Parties in Interest. The representations respecting health effects contained in this paragraph shall not be used for any purpose other than in connection with an action by a third party against any of the Plaintiffs. Nothing in this Agreement waives, releases or affects any rights, defenses or claims that any Plaintiff or Defendant may have against any party in response to any claim for indemnification or contribution. 7. DISMISSAL OF ACTIONS 7.1. Promptly upon Court approval of this Agreement, Plaintiffs will take all actions necessary to obtain the dismissal of the Actions with prejudice, except that the Parties stipulate that all disputes arising from or related to this Agreement shall be referred to the Honorable Peter D. Lichtman, or if Judge Lichtman is unable or not available to hear the dispute, such judge as is then presiding over the Actions, and that said trial court shall retain jurisdiction to resolve any such disputes pursuant to California Code of Civil Procedure § 664.6. 7.2. Other than the payment by Defendants of the Relator's Attorneys' Fees and Costs pursuant to Paragraph 4.2 above, Plaintiffs shall bear their own attorneys' fees and costs, subject to any separate agreements among them or orders of the Court concerning the allocation of the Settlement Sum, and Defendants shall bear their own attorneys' fees and costs, subject to any separate agreements among them. -8- 8. CONTINGENCIES The Parties' obligations and releases under this Agreement are contingent upon approval of this Agreement by the governing boards of foe, Armenia Intervenors and the Banning Plaintiffs, upon Court approval of the settlement and this Agreement, upon the approval of the allocation of the Settlement Sum to be proposed by the Relator, the Armenia Intervenors, and the Banning Plaintiffs, upon the dismissal of the Actions (as set forth in Section 7 above), and upon payment of the Settlement Sum and the Relator's Attorneys' Fees and Costs (as set forth in Section 4 above). 9. GENERAL PROVISIONS 9.1. The Parties have been represented by their respective attorneys throughout the negotiation and execution of this Agreement and have not relied upon any advice or representation of opposing parties or their attorneys in entering into this Agreement. The Parties have entered into this Agreement freely, without compulsion, and with full understanding and voluntary acceptance of its terms and they hereby assume the risk of any mistake of fact hi connection with the true facts involved, which may now be unknown. 9.2. The Parties acknowledge that, subsequent to the execution of this Agreement, the Parties may discover facts or incur or suffer claims which, if known or anticipated, might have materially affected the Parties' or a Party's decision to execute this Agreement. The Parties expressly acknowledge this risk and agree that this Agreement applies to such unknown, unanticipated, or different facts and/or claims, and that the enforceability of this Agreement shall not in any way be affected by such discovery of unknown or unanticipated facts and/or claims. 9.3. This Agreement constitutes the entire agreement between the Plaintiffs and the Defendants with respect the subject matter contained herein and represents the final, complete, and exclusive expression of the terms and conditions of the Agreement between the Plaintiffs and Defendants. All prior or contemporaneous agreements -9- between the Plaintiffs and the Defendants, oral or written, with respect to the subject matter of this Agreement are merged herein and superseded hereby. The Defendants and their contributing insurers have pursuant to separate agreement agreed to their respective contributions to the Relators' Attorneys' Fees and Costs and the Settlement Sum. This Agreement is subject to Defendants and their contributing insurers finalizing that separate agreement and depositing their agreed upon portions of Relator's Attorneys' Fees and the Settlement Sum in the trust account described in Paragraphs 4.1 and 4.2. As between the Plaintiffs and Defendants, Plaintiffs and Defendants acknowledge that no Party, or any agent of any Party, has made any promise, representation, or warranty whatsoever, express or implied, not contained herein concerning the subject matter hereof, to induce the Parties (or any individual Party named or referred to herein) to execute this Agreement, and each Party acknowledges that it has not executed this Agreement in reliance on any such promise, representation, or warranty. Notwithstanding anything in this paragraph, prior settlement agreements executed in this action involving any government entities that are not parties to this Agreement are not merged herein or superseded hereby. 9.4. This Agreement may not be altered, amended, modified, or otherwise changed in any respect whatsoever except by a writing duly executed by the Parties hereto. 9.5. If any covenant, term, condition, or provision of this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 9.6. For purposes of construction, this Agreement shall be deemed to have been negotiated and drafted by all of the Parties hereto, and no ambiguity shall be resolved against any Party by virtue of its participation in the drafting of this Agreement. The Agreement shall be construed neutrally and shall not be applied more strictly against one Party than against another. -10- If 9.7. This Agreement shall be binding upon each Party and its assigns, successors, heirs, executors, and administrators. 9.8. The Parties agree to use their best efforts to cooperate with each other in good faith and will, without further consideration, execute and deliver further documents or instruments and take such other action as may be reasonably necessary to carry out and effectuate the purposes of this Agreement. 9.9. All notices required or permitted hereunder shall be in writing, and may be sent by facsimile or any form of first-class mail service and addressed to the Party for whom it is intended as indicated in Exhibit B, as appended hereto. The Parties may change the addresses provided in this Exhibit B by notice in writing in accordance with this Paragraph 9.9 to all Parties signed by an appropriate representative of the Party requesting the change. 9.10. Counsel for each Party may retain one complete set of non-electronic records related to the Actions, consisting of pleadings, documents from Plaintiffs, Defendants' or third party files, and work product generated by Plaintiffs' attorneys or experts ("Litigation Documents"). All documents related to the Actions, including any electronic copies, shall be maintained in confidence by Plaintiffs and Plaintiffs' Attorneys and not be disclosed to any third party or used to initiate or prosecute litigation against Defendants, their agents, affiliates, or insurers, except as required by law or ethical rules governing the conduct of attorneys. However, documents that have been filed in open court are not deemed confidential and their use is not restricted by this Agreement. Two years following dismissal of the Actions, Defendants may request that Intervenors' outside counsel and Plaintiffs' Attorneys destroy or return to Defendants all copies of documents produced by Defendants in the Actions, and those law firms shall comply with that request (provided, however, that if such disposition of documents after two years is prohibited by any law or regulation applicable to any Plaintiff, then the law firms shall comply at the earliest time permitted by law). This confidentiality provision does not -11- preclude the use of Litigation Documents in defending against malpractice claims or collateral disputes arising directly from this litigation or the conduct of this litigation. 9.11. It is understood and agreed by the Parties hereto that this Agreement is a compromise of disputed claims and allegations and that each Party denies liability for all claims and allegations asserted against it in the Actions. Neither the execution of this Agreement, nor the consideration therefore shall be construed as an admission as to the merits of any such claim or allegation, or as an admission of any allegation of law or fact by any Party hereto. 9.12. The Parties hereby agree that this Agreement is a good-faith settlement of litigation as provided under the laws of the State of California. 9.13. Each person signing this Agreement represents and warrants that he or she has full authority to sign this Agreement on behalf of the Party for whom he or she is signing and warrants that he or she has the ability to bind that Party to the obligations and commitments set forth herein; provided, however, that Nora Armenia represents and warrants only that she has the authority to sign this Agreement on her own behalf and that she has the ability to bind the Real Parties in Interest on whose behalf she has asserted claims only to the extent permitted by law. Nora Armenia disclaims any ability to bind any Real Party in Interest beyond the extent permitted by law. 9.14. This Agreement shall be construed and interpreted in accordance with the laws of the State of California, without regard to its conflict of laws principles. The validity and effect of this Agreement, including any claims for breach of any of the terms hereof, shall be governed by the laws of the State of California. 9.15. Duplicate originals of this Agreement will be executed by the Parties. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same agreement. -12- /3 IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date as defined above. Dated:_, 2009 ALAMEDA COUNTY WATER DISTRICT By: Paul Piraino General Manager Dated:,2009 CITY OF BURBANK By: Ronald Davis General Manager Burbank Water & Power Dated:,2009 HELIX WATER DISTRICT By: Scott Smith General Counsel Dated:_, 2009 IRVINE RANCH WATER DISTRICT By: Paul D. Jones II General Manager Dated:,2009 By: Leslie Bonkowski Secretary -13- IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date as defined above. Dated:^009 ALAMEDA COUNTY WATER DISTRICT By:_ Paul Piraino General Manager Dated:, 2009 CITY OF BURBANK By: Ronald Davis General Manager Burbank Water & Power Dated:,2009 HELIX WATER DISTRICT By: Scott Smith General Counsel Dated:,2009 IRVINE RANCH WATER DISTRICT By: Paul D. Jones II General Manager Dated:, 2009 By: Leslie Bonkowski Secretary -13- ' IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date as defined above. Dated: _, 2009 ALAMEDA COUNTY WATER DISTRICT By: Paul Piraino General Manager Dated: 0&1". <22- . 2009 CITY OF BURBANK By:! Ronald^avis / General Manager Burbank Water & Power Dated:_, 2009 HELIX WATER DISTRICT By: Scott Smith General Counsel Dated:,2009 IRVINE RANCH WATER DISTRICT Dated:__, 2009 By: Paul D. Jones II General Manager By: Leslie Bonkowski Secretary -13- IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date as defined above. Dated: , 2009 ALAMEDA COUNTY WATER DISTRICT Dated:,2009 By: : Paul Piraino General Manager CITYOFBURBANK By: Ronald Davis General Manager Burbank Water & Power Dated: November 5 . 2009 HELIX WATER DISTRICT By: Scott General Counsel Dated:.,2009 IRVINE RANCH WATER DISTRICT Dated:^2009 By: Paul D. Jones II General Manager By:_ Leslie Bonkowski Secretary -13- 17 IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date as defined above. Dated: , 2009 ALAMEDA COUNTY WATER DISTRICT By:_ £7 ,2009M Paul Piraino General Manager Dated: ,2009 CITY OF BURBANK By:_ Ronald Davis General Manager Burbank Water & Power Dated: , 2009 HELIX WATER DISTRICT By:_ Scott Smith General Counsel Dated: JO / £ f> ,2009 IRVINE RANCH WATER DISTRICTf By:_ Paul D. Jones II General/Manager lie Bonkowski Secretary -13- I? :«aKsciaS£*^ci»s^^— Dated: I 0 , 2009 PADRE DAM MUNICIPAL WATER DISTRICT C. Mi. General Counsel Dated:,2009 CITY OF POMONA By:_ Linda Lowry City Manager Dated:,2009 RANCHO CALIFORNIA WATER DISTRICT C.Mii General Dated:,2009 CITY OF SAN DIEGO Dated:,2009 By: Jay M. Goldstone Chief Operating Officer CITY OF SAN JOSE By:. Richard Doyle City Attorney -14- Dated:_, 2009 PADRE DAM MUNICIPAL WATER DISTRICT By:_ C. Michael Cowett General Counsel Dated: /Q " 1.2<2009 CITY OF POMONA Linda Eowry City Manager Dated:_,2009 RANCHO CALIFORNIA WATER DISTRICT By: C. Michael Cowett General Counsel Dated:_,2009 CITY OF SAN DIEGO By: Jay M. Goldstone Chief Operating Officer Dated:_, 2009 CITY OF SAN JOSE By: Richard Doyle City Attorney -14- Dated:^2009 PADRE DAM MUNICIPAL WATER DISTRICT By:_ C. Michael Cowett General Counsel Dated:_,2009 CITY OF POMONA By: Linda Lowry City Manager Dated:^2009 RANCHO CALIFORNIA WATER DISTRICT By:_ C, Michael Cowett General Counsel Dated: //-/ "T 2009 CITY OF SAN DIEGO Chtei Operating Officer Dated:,2009 CITY OF SAN JOSE By:_ Richard Doyle City Attorney -14- Dated:_, 2009 PADRE DAM MUNICIPAL WATER DISTRICT By:_ C. Michael Cowett General Counsel Dated:^2009 CITY OF POMONA By: Linda Lo wry City Manager Dated:^2009 RANCHO CALIFORNIA WATER DISTRICT By: C. Michael Cowett General Counsel Dated:,2009 CITY OF SAN DIEGO Dated:_,2009 By: Jay M. Goldstone Chief Operating Officer CITY OF SAN JOSE Richard Doyle City Attorney -14- Dated:^2009 SWEETWA' C.Mi< General DRITY Dated:^2009 VALLEY CENTER MUNICIPAL WATER DISTRICT By: C.Mi General Counsel Dated:,2009 CITY OF BANNING By:_ The Office of the City Manager Dated:_,2009 CITY OF CARLSBAD By:_ Claude A. Lewis Mayor Dated:^2009 CITYOFCOLTON By: Robert Miller Interim City Manager -15- ^ggji&gggggsS^^ Dated: . 2009 SWEETWATER AUTHORITY By: C. Michael Cowett General Counsel Dated: , 2009 VALLEY CENTER MUNICIPAL WATER DISTRICT By:_ C. Michael Cowett General Counsel Dated: //~f?*0? . 2009 CITY OF B. By:_ The Office of the CitjAManager Dated: ,2009 CITY OF CARLSBAD By: i Claude A. Lewis Mayor Dated: . , 2009 CITY OF COLTON By:_ Robert Miller Interim City Manager -•15- Dated:,2009 SWEETWATER AUTHORITY By: C. Michael Cowett General Counsel Dated:_,2009 VALLEY CENTER MUNICIPAL WATER DISTRICT By:_ C. Michael Cowett General Counsel Dated:_,2009 CITY OF BANNING By:_ The Office of the City Manager Dated:?f, . 2009 CITY Mayor Dated:,2009 CITY OF COLTON By: Robert Miller Interim City Manager -15- Dated:_,2009 SWEETWATER AUTHORITY By: C. Michael Cowett General Counsel Dated:,2009 VALLEY CENTER MUNICIPAL WATER DISTRICT By: ! C. Michael Cowett General Counsel Dated:,2009 CITY OF BANNING By: The Office of the City Manager Dated:,2009 CITY OF CARLSBAD By: Claude A. Lewis Mayor Dated: November 5 ,2009 CITYOFCOLTON Robert Miller Interim City Manager -15- (/ SETTLEMENT AGREEMENT AND MUTUAL RELEASE Armenta Action Dated:_, 2009 CONTRA COSTA WATER DISTRICT Kurt ibaaensack Assistant General Manager Dated:_, 2009 CITY OF CORONA By: Bradly Robbins City Manager Dated:,2009 CITY OF DEL MAR By: Crystal Crawford, Mayor Dated:_, 2009 CITY OF DELANO By: Sam Ramirez, Mayor Dated:_, 2009 ELSINORE VALLEY MUNICIPAL WATER DISTRICT By: Ronald Young General Manager -16- Dated:^2009 CONTRA COSTA WATER DISTRICT By: Kurt Ladensack Assistant General Manager Dated: Q&- 1T\ . 2009 CITY OF CORONA Dated:_, 2009 CITY OF DEL MAR By:_ Crystal Crawford, Mayor Dated:,2009 CITY OF DELANO By:_ Sam Ramirez, Mayor Dated:,2009 ELSINORE VALLEY MUNICIPAL WATER DISTRICT By: Ronald Young General Manager -16- • 0 (7•A Dated:_, 2009 CONTRA COSTA WATER DISTRICT By: Kurt Ladensack Assistant General Manager Dated:,2009 CITY OF CORONA By: Bradley Robbins City Manager Dated:_, 2009 CITY OF DEL MAR By: Crystal Crawford, Mayor Dated:_,2009 CITY OF DELANO By: Sam Ramirez, Mayor Dated:_, 2009 ELSINORE VALLEY MUNICIPAL WATER DISTRICT By: Ronald Young General Manager -16- Dated:,2009 CONTRA COSTA WATER DISTRICT By:_ Kurt Ladensack Assistant General Manager Dated:^2009 CITY OF CORONA By:_ Bradly Robbins City Manager Dated:,2009 CITY OF DEL MAR By:_ Crystal Crawford, Mayor Dated: October 27 , 2009 Dated:,2009 CITY OF DELANO Sam Ramirez, Mayor ELSINORE VALLEY MUNI DISTRICT ATER By:_ Ronald Young General Manager -16- Dated:_, 2009 CONTRA COSTA WATER DISTRICT By:_ Kurt Ladensack Assistant General Manager Dated:,2009 CITY OF CORONA By:_ Bradly Robbins City Manager Dated:_, 2009 CITY OF DEL MAR By:_ Crystal Crawford, Mayor Dated:,2009 CITY OF DELANO Dated:,2009 By: Sam Ramirez, Mayor ELSINORE VALLEY MUNICIPAL WATER DISTRICT By: Ronald Yj General Manager -16- Dated: October 28 .2009 CITY OF FULLERTON Dated:,2009 By: ChrisMeyer City Manager CITYOFGLENDALE By: James E. Starbird City Manager Dated:_,2009 CITY OF HEMET By: Eric S. Vail City Attorney Dated:_, 2009 CITY OF HUNTINGTON BEACH By: Fred Wilson City Administrator Dated:_,2009 CITYOFLAHABRA Don Hannah City Manager -17- Dated:^2009 CITYOFFULLERTON By:_ Ghris Meyer City Manager Dated: /^ - 7} . 2009 Dated:_,2009 CITY OF GLENDALE James ^1/Btarbird City Manager CITYOFHEMET By: Eric S. Vail City Attorney Dated:^2009 CITY OF HUNTINGTON BEACH By: Fred Wilson City Administrator Dated:^2009 CITYOFLAHABRA By: Don Hannah City Manager -17- IA Msninn-I t-,.;. r y ' •" r-" '.'"-']', J Dated: ,2009 CITY OF FULLERTON By: Chris Meyer City Manager Dated:,2009 CITYOFGLENDALE Dated: lO~ZC,-&?.2009 Dated:_,2009 By: James E. Starbird City Manager CITY OF HEMET Eric S. Vail City Attorney CITY OF HUNTINGTON BEACH Dated:_,2009 By: Fred Wilson City Administrator CITYOFLAHABRA By: Don Hannah City Manager -17- Dated:_, 2009 CITY OF FULLERTON By: Chris Meyer City Manager Dated:_, 2009 CITY OF GLENDALE By: James E. Starbird City Manager Dated:,2009 CITY OF HEMET By: Eric S. Vail City Attorney Dated: October 29, 2009 CITY OF HUNTINGTON BEACH Fred Wil City AdrMnistrator Dated:_,2009 CITY OF LA HABRA By: : Don Hannah City Manager -17- Dated:^2009 CITYOFFULLERTON By: Chris Meyer City Manager Dated:,2009 CITYOFGLENDALE By:_ James E. Starbird City Manager Dated:,2009 CITYOFHEMET By: Eric S. Vail City Attorney Dated:_, 2009 CITY OF HUNTINGTON BEACH By: Fred Wilson City Administrator Dated: October 28 .2009 CITYOFLAHABRA By: Don Hannah City Manager -17- Dated: //-/£ . 2009 Dated:^2009 CITY OF LOMA LINDA By: Stan Brauer Mayor CITYOFLOMPOC By: Laurel M Barcelona City Administrator Dated:^2009 MESA CONSOLIDATED WATER DISTRICT By: President Dated:,2009 By:_ Secretary Dated:^2009 MOULTON NIGUEL WATER DISTRICT By: Robert C. Gumerman General Manager Dated:,2009 CITYOFOCEANSIDE By: Peter Weiss City Manager -18- Dated:_, 2009 CITY OF LOMA LINDA By: Stan Brauer Mayor Dated: /& ~ <%3 , 2009 CITY OF LOMPOC Bv: Laurel M. Barcelona City Administrator Dated:_,2009 MESA CONSOLIDATED WATER DISTRICT By: President Dated:_,2009 By: Secretary Dated:_, 2009 MOULTON MIGUEL WATER DISTRICT By: Robert C. Gumerman General Manager Dated:_, 2009 CITY OF OCEANSIDE By: Peter Weiss City Manager -18- Dated:,2009 CITY OF LOMA LINDA By: Stan Brauer Mayor <si Dated:_, 2009 CITY OF LOMPOC By: Laurel M. Barcelona City Administrator Dated:27, 2009 MESACQNSOLIDATED WATER DISTRICT President Dated:, 2009 Secretary Dated:_, 2009 MOULTON NIGUEL WATER DISTRICT By: 1 Robert C. Gumerman General Manager Dated:, 2009 CITY OF OCEANSIDE By: Peter Weiss City Manager -18- Dated:_,2009 CITY OF LOMA LINDA By: Stan Brauer Mayor Dated:_, 2009 CITY OF LOMPOC By: Laurel M. Barcelona City Administrator Dated:,2009 MESA CONSOLIDATED WATER DISTRICT By: President Dated:_, 2009 By: Secretary Dated:,2009 MOULTON NIGUEL WATER DISTRICT By:. Robert C. Gumerman General Manager Dated:_, 2009 CITY OF OCEANSIDE By: Peter Weiss City Manager -18- Dated:_, 2009 CITY OF LOMA LINDA By: Stan Brauer Mayor Dated:,2009 CITYOFLOMPOC By: Laurel M. Barcelona City Administrator Dated:,2009 MESA CONSOLIDATED WATER DISTRICT By: President Dated:,2009 By:_ Secretary Dated:, 2009 MOULTON NIGUEL WATER DISTRICT By:_ Robert C. Gumerman General Manager Dated: fa-II ^2009 CITYOFOCEANSIDE A.•By:. Peter Weiss City Manager -18- Dated: }0 27) , 2009 OLIVENHAIN MUNICIPAL WATER DISTRICT Kimbeny A. Thorn General Manager Dated:_, 2009 OTAY WATER DISTRICT By: Mark Watton General Manager Dated:_, 2009 CITY OF OXNARD By: Dr. Thomas E. Holden Mayor Dated:,2009 By: Alan Holmberg City Attorney Dated:,2009 PALMDALE WATER DISTRICT By:_ Randy Hill General Manager -19- Dated:_, 2009 OLIVENHAIN MUNICIPAL WATER DISTRICT By:_ Kimberly A. Thorner General Manager Dated:2009 OTAY WATER DISTRICT By:. MarkWatton General Manager Dated:_,2009 CITYOFOXNARD Dated:_,2009 By:. Dr. Thomas E. Holden Mayor By:_ Alan Holmberg City Attorney Dated:_, 2009 PALMDALE WATER DISTRICT By: Randy Hill General Manager -19- Dated:_, 2009 OLIVENHAIN MUNICIPAL WATER DISTRICT By: Kimberly A. Thorner General Manager Dated:_, 2009 OTAY WATER DISTRICT By: ; Mark Watton General Manager Dated: -2009 CITY OF OXNARD By:. Dr. Thomas E. Holden Mayor JL V Dated:: / 0 ",2009 By: Alan Holmberg City Attorney Dated:PALMDALE WATER DISTRICT By: Randy Hill General Manager -19- Dated:^2009 OLIVENHAIN MUNICIPAL WATER DISTRICT By:_ Kimberly A. Thomer General Manager Dated:,2009 OTAY WATER DISTRICT By: Mark Watton General Manager Dated:,2009 CITYOFOXNARD By: Dr. Thomas E. Holden Mayor Dated:,2009 By:_ Alan Holmberg City Attorney Dated:^2009 PALMDALE WATER DISTRICT tandyHill General Manager -19- Dated: Vt>g,£ ^2-, 2009 CITY OF PASADENA By:_ Michael J.^- /f^ City Manager Dated:, 2009 Approved as to Form: Bv: Michele Beal Bagneris City Attorney Dated:^2009 CITYOFPETALUMA By: L. John C. Brown City Manager Dated:,2009 CITY OF PICO RIVERA Dated:,2009 Bv: Charles P. Fuentes City Manager CITYOFPOWAY By:_ Rod Gould City Manager -20- Dated:,2009 CITY OF PASADENA By: Michael J. Beck City Manager Dated:_, 2009 Approved as to Form: By: : : Michele Beal Bagneris City Attorney Dated:, 2009 CITYOFPETALUMA John C. Brown City Manager Dated:_, 2009 CITY OF PICO RIVERA By: Charles P. Fuentes City Manager Dated:_, 2009 CITYOFPOWAY By:_ Rod Gould City Manager -20- Dated:_, 2009 CITY OF PASADENA By: Michael J. Beck City Manager Dated:,2009 Approved as to Form: By: Michele Beal Bagneris City Attorney Dated:,2009 CITY OF PETALUMA By: John C. Brown City Manager Dated:, 2009 CITY OF PICO RIVERA By:. Charles P. Fuentes City Manager Dated:,2009 CITY OF POWAY By: Rod Gould City Manager -20- Dated:,2009 CITY OF PASADENA By: Michael J. Beck City Manager Dated:_, 2009 Approved as to Form: By:_ Michele Seal Bagneris City Attorney Dated:_,2009 CITYOFPETALUMA By: John C. Brown City Manager Dated:_,2009 CITY OF PICO RIVERA By: Charles P. Fuentes City Manager Dated:f , 2009 CITY OF POWAY By: Rod Gould City Manager -20- =i^ Dated: / U/^^ . 2009 RAINBOW MUNICIPAL WATER DISTRICT / e\ / Bv: / ) aour General Manager Dated: ,2009 CITY OF REDLANDS By:_ Jon Harrison Mayor Dated: ,2009 CITY OF RIVERSIDE By:_ Bradley Hudson City Manager Dated: , 2009 CITY OF SACRAMENTO By:_ Ray Kerridge City Manager Dated: ,2009 SAN BERNARDINO MUNICIPAL WATER DEPARTMENT By:. President, Board of Water Commissioners -21- 5o :J Dated:^2009 RAINBOW MUNICIPAL WATER DISTRICT By: Dave Seymour General Manager Dated:,2009 CITYOFREDLANDS : Wn^SrfiZfslBy JonHanison yor / Dated:,2009 CITY OF RIVERSIDE By: Bradley Hudson City Manager Dated:^2009 CITY OF SACRAMENTO By: RayKerridge City Manager Dated:^2009 SAN BERNARDINO MUNICIPAL WATER DEPARTMENT By: President, Board of Water Commissioners -21- Dated:^2009 RAINBOW MUNICIPAL WATER DISTRICT By: Dave Seymour General Manager Dated:^2009 CITYOFREDLANDS Dated: November 3,2009 APPROVED AS TO FORM DEPUTY CITY ATTORNEY Dated: By: Jon Harrison Mayor CITY OF RIVERSIDE ^2009 By:. Bradley Hudson City Manager CITY OF SACRAMENTO By: Ray Kerridge City Manager Dated:^2009 SAN BERNARDINO MUNICIPAL WATER DEPARTMENT By:_ President, Board of Water Commissioners -21- Dated:^2009 RAINBOW MUNICIPAL WATER DISTRICT By: Dave Seymour General Manager Dated:_, 2009 CITY OF REDLANDS By: Jon Harrison Mayor Dated:_, 2009 CITY OF RIVERSIDE By: Bradley Hudson City Manager Dated:2009 CITY OF SACRAMENTO By: Ray Kerrt City Manager Dated:_, 2009 SAN BERNARDINO MUNICIPAL WATER DEPARTMENT By: President, Board of Water Commissioners -21- Dated:,2009 RAINBOW MUNICIPAL WATER DISTRICT By:_ Dave Seymour General Manager Dated:,2009 CITYOFREDLANDS By: Jon Harrison Mayor Dated:,2009 CITY OF RIVERSIDE By:_ Bradley Hudson City Manager Dated:^2009 CITY OF SACRAMENTO By:. Ray Kerridge City Manager Dated: October 22 2009 SAN BERNARDINO MUNICIPAL WATER DEPARTMENT By:. Stacey AldstaBt General Manager -21- Dated:I , 2009 CITY OF SANTA BARBARA Stephen?. Wiley City Attorney Dated:_, 2009 CITY OF SANTA CRUZ By: Richard C. Wilson City Manager Dated:_, 2009 SANTA MARGARITA WATER DISTRICT By: John Schatz General Manager Dated:_, 2009 CITY OF SANTA MARIA By: Larry Lavagnino Mayor Dated:^2009 CITY OF SANTA ROSA By: Susan Gorin Mayor -22- Dated:_, 2009 CITY OF SANTA BARBARA By: Stephen P. Wiley City Attorney Dated: /* ^^^^72009 crrr ATTORNS* CITYOFSANT. ity Manager Dated:_, 2009 SANTA MARGARITA WATER DISTRICT By: John Schatz General Manager Dated:,2009 CITY OF SANTA MARIA By: Larry Lavagnino Mayor Dated:, 2009 CITY OF SANTA ROSA By: Susan Gorin Mayor -22- Dated: , 2009 CITY OF SANTA BARBARA By:. Stephen P. Wiley City Attorney Dated: , 2009 CITY OF SANTA CRUZ By:_ Richard C. Wilson City Manager Dated: Ocrtdber 2|, 2009 SANTA MARGARITA WATER DISTRICT By:. John Sdiatz General Manager Dated: , 2009 CITY OF SANTA MARIA By:. Larry Lavagnino Mayor Dated: , 2009 CITY OF SANTA ROSA By:_ Susan Gorin Mayor -22- -5" 7 Dated:_, 2009 CITY OF SANTA BARBARA By: Stephen P. Wiley City Attorney Dated:_,2009 CITY OF SANTA CRUZ By: Richard C. Wilson City Manager Dated:_, 2009 SANTA MARGARITA WATER DISTRICT Dated:_, 2009 By: John Schatz General Manager CITY OF SANTA MARIA By: Larry Lava; Mayor Dated:,2009 CITY OF SANTA ROSA By: Susan Gorin Mayor -22- Dated:,2009 CITY OF SANTA BARBARA By: Stephen P. Wiley City Attorney Dated:,2009 CITY OF SANTA CRUZ By: Richard C. Wilson City Manager Dated:_, 2009 SANTA MARGARITA WATER DISTRICT By: John Schatz General Manager Dated:,2009 CITY OF SANTA MARIA Dated:. 2009 By:_ Larry Lavagnino Mayor CITY OF SANTA ROSA Susan Gorin Mayor -22- Dated: Dated: Dated: Dated: 2009 ^2009 ,2009 ,2009 CITY OF SOUTH PASADENA City CITY OF UPLAND By:_ John Pomiersky Mayor VALLECITOS WATER DISTRICT By:_ WmiamW.Rucker General Manager CITYOFVALLEJO By: Robert F.D. Adams Interim City Manager Dated:^2009 Approved as to Form: By:_ Frederick G. Soley City Attorney -23- Dated:_,2009 CITY OF SOUTH PASADENA By: John Davidson City Manager Dated:, 2009 CITY OF UPLAND 7/O I ( JS / "• ^0yyM44MbLs JohafFomierskf Dated:VALLECITOS WATER DISTRICT By:_ William W. Rucker General Manager Dated:.,2009 CITYOFVALLEJO By: Robert FUr Adams Interim Chy Manager Dated:^2009 Approved as to Form: By: Frederick G. Soley Giiy Attorney -23- Dated:,2009 CITY OF SOUTH PASADENA By: John Davidson City Manager Dated:_, 2009 CITY OF UPLAND By: John Pomiersky Mayor Dated: OCT. Z1 ,2009 VALLECITOS WATER DISTRICT By:_ William W. Rucker General Manager Dated:,2009 CITY OF VALLEJO By: Robert F.D. Adams Interim City Manager Dated:_, 2009 Approved as to Form: By: Frederick G. Soley City Attorney -23- Dated:_, 2009 CITY OF SOUTH PASADENA By: John Davidson City Manager Dated:_, 2009 CITY OF UPLAND By: John Pomiersky Mayor Dated:_, 2009 VALLECITOS WATER DISTRICT By: William W. Rucker General Manager Dated:. 2009 CITY OF VALLEJO By:. Robert F.D. Adams Interim City Manager Dated:, 2009 Approved as to Form: By: Frederick G. Soley City Attorney -23- Dated: Nov. 16 ,2009 VALLEY OF THE MOON WATER DISTRICT By: KrishnsfKumar General Manager Dated:_, 2009 CITY OF WESTMINSTER By: Donald D. Lamm City Manager Dated:_, 2009 TOWN OF WINDSOR By: J. Matthew Mullan Town Manager Dated:,2009 NORA ARMENIA By: Nora Armenia Dated:_, 2009 JAMES JONES COMPANY LLC By: Evan L. Hart Senior Vice President and Chief Financial Officer -24- fcf Dated:2009 VALLEY OF THE MOON WATER DISTRICT Dated: *° ~ *~ ,2009 By:_ Krishna Kumar General Manager CITY OF WESTMINSTER : \k fAAA/JU Donald Ef Lamm City Manager Dated:^2009 TOWN OF WINDSOR By: J. Matthew Mullan Town Manager Dated:,2009 NORAARMENTA By:_ NoraArmenta Dated:^2009 JAMES JONES COMPANY LLC By:_ Evan L. Hart Senior Vice President and Chief Financial Officer -24- Dated:_, 2009 VALLEY OF THE MOON WATER DISTRICT By: Krishna Kumar General Manager Dated:,2009 CITY OF WESTMINSTER By: . Donald D. Lamm City Manager . Dated: OC-f 2~/ ,2009 TOWN OF WINDSOR J.M^thewMullan Town Manager Dated:_, 2009 NORA ARMENTA By: Nora Arrnenta Dated:_, 2009 JAMES JONES COMPANY LLC By:_ Evan L. Hart Senior Vice President and Chief Financial Officer -24- ^i^^^^^ Dated:_,2009 VALLEY OF THE MOON WATER DISTRICT Dated: Dated: ^2009 ^2009 Dated: November 6 .2009 Dated:^2009 By: Krishna Kumar General Manager CITY OF WESTMINSTER By:_ Donald D. Lamm City Manager TOWN OF WINDSOR By: 3. Matthew Mullan Town Manager NORA ARMENIA NoraArmenta JAMES JONES COMPANY LLC •By: Evan L. Hart Senior Vice President and Chief Financial Officer -24- Dated:_,2009 VALLEY OF THE MOON WATER DISTRICT By: Krishna Kumar General Manager Dated:_,2009 CITY OF WESTMINSTER By: Donald D. Lamm City Manager Dated:^2009 TOWN OF WINDSOR By:_ J. Matthew Mullan Town Manager Dated:,2009 NORA. ARMENTA By: Nora Armenia Dated: U 2009 JAMES JONES COMPANY LLC By: Evan L. Hart Senior Vice President and Chief Financial Officer -24- Dated: H/lfr ,2009 MCO1, LLC, ON BEHALF OF MUELLER CO. LTD Evan L. Hart Senior Vice President and Chief Financial Officer Dated:^2009 TYCO INTERNATIONAL By: Judy Reinsdorf Executive Vice President and General Counsel Dated:,2009 WATTS WATER TECHNOLOGIES, INC. By: Patrick S. O'Keefe Chief Executive Officer and President Dated:^2009 PHILLIPS & COHEN LLP By:. Dated:^2009 IRELL & MANELLA LLP By:. -25- lei Dated:_, 2009 MCO1, LLC, ON BEHALF OF MUELLER CO. LTD By: Evan L. Hart Senior Vice President and Chief Financial Officer Dated: November 12.2009 TYCO INTERNATIONAL By:, Judy Reinsdorf Executive Vice President and G Counsel Dated:^2009 WATTS WATER TECHNOLOGIES, INC. By: Patrick S. O'Keefe Chief Executive Officer and President Dated:,2009 PHILLIPS & COHEN LLP By:_ Dated:^2009 IRELL & MANELLA LLP By:_ -25- Dated:,2009 MCO1, LLC, ON BEHALF OF MUELLER CO. LTD By: Evan L. Hart Senior Vice President and Chief Financial Officer Dated:^2009 TYCO INTERNATIONAL By:_ Judy Reinsdorf Executive Vice President and General Counsel Dated:,2009 WATTS WATER TECHNOLOGIES, INC. Patrick S. OTCeefe Chief Executive Officer and President Dated:,2009 PHILLIPS & COHEN LLP By:. Dated:_,2009 ffiELL & MANELLA LLP By:_ -25- Dated:^2009 MCO1, LLC, ON BEHALF OF MUELLER CO. LTD By: Evan L. Hart Senior Vice President and Chief Financial Officer Dated:,2009 TYCO INTERNATIONAL By: Judy Reinsdorf Executive Vice President and General Counsel Dated:^2009 WATTS WATER TECHNOLOGIES, INC. Dated:. 37.2009 By: Patrick S. O'Keefe Chief Executive Officer and President PHILLIPS & COHEN LLP Dated:^2009 IRELL & MANELLA LLP By:_ -25- Dated: , 2009 MCO1, LLC, ON BEHALF OF MUELLER CO. LTD By:_ Evan L. Hart Senior Vice President and Chief Financial Officer Dated: , 2009 TYCO INTERNATIONAL By:_ Judy Reinsdorf Executive Vice President and Genera] Counsel Dated: , 2009 WATTS WATER TECHNOLOGIES, INC. By:. Patrick S. O'Keefe Chief Executive Officer and President Dated: , 2009 PHILLIPS & COHEN LLP By:_ A22009 IRELL&MANELLALLP By: -25- Dated:,2009 HENNIGANBENNE''RMANLLP Dated:^2009 BOWIE, ARNESON, WILES & GIANNONE By:_ Dated:,2009 BEST BEST KKDEGER LLP By:_ -26- Dated: Dated: Dated: ,2009 . 2009 ,2009 HENNIGAN BENNETT & DORMAN LLP By:_ BOWIE, ARNESON, WILES & GIANNONE By:. BEST BEST KRIEGER LLP By:_ -26- Dated:, 2009 HENNIGAN BENNETT & DORMAN LLP By:_ Dated:, 2009 BOWIE, ARNESON, WILES & GIANNONE By:_ Dated:,2009 BEST BEST KRffiGER LLP -26- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT A SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES STATE OF CALIFORNIA, et al, ex rel. NORA ARMENTA, Plaintiffs, vs. JAMES JONES COMPANY, etal, Defendants. CASE NO. BC 173487 [PROPOSED] ORDER APPROVING DISMISSAL PURSUANT TO TERMS OF SETTLEMENT AGREEMENT, APPROVING ALLOCATION OF SETTLEMENT FUNDS, AND AWARDING RELATOR'S SHARES PURSUANT TO GOVERNMENT CODE SECTION 12652(g)(3) Judge: Hon. Ann I. Jones Dept: 308 Date: November 5, 2009 Time: 10:00 a.m. Related Case: BC 321513 On November 5,2009, this matter came before the Court for hearing on Qui Tarn Plaintiff Nora Armenia's ("the Relator") Motion for Approval of Dismissal Pursuant to the Settlement Agreement between the Relator, the Intervenors in the Armenia Action (Civil Case No. BC 173487), and the Plaintiffs in the Banning Action (Civil Case No. BC321513), on the one hand, and Defendants James Jones Company, Watts Water Technologies, Inc., Mueller Co. Ltd., and Tyco International, on the other hand ("the Motion"). Due and adequate notice having been given of the Motion and the settlement, and the Court having considered all papers filed and A-l [PROPOSED] ORDER 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 proceedings held herein and otherwise being fully informed and good cause appearing therefor, IT IS HEREBY ORDERED, ADJUDGED AND DECREED that: 1. This Order incorporates by reference the Settlement Agreement and Mutual Release attached to Relator's Motion as Exhibit 1 (the "Settlement Agreement"), and all terms used herein shall have the same meanings set forth in the Settlement Agreement. 2. This Court has jurisdiction over the subject matter of the Armenia and Banning Actions and has jurisdiction over all parties to the Actions as well as all Real Parties in Interest, pursuant to Government Code Section 12652(f)(l). 3. The Court finds that the principal terms of the Settlement Agreement were negotiated and agreed upon in mediations with the Honorable Peter D. Lichtman of the Superior Court for the State of California, County of Los Angeles. 4. The Court finds that the Settlement Agreement was made and entered into in good faith among the parties and is the result of arm's-length negotiations among experienced counsel representing the respective interests of the parties. 5. The Court, having considered the public purposes of the California False Claims Act ("CFCA"), further finds that dismissal of the Armenia Action pursuant to the terms of the Settlement Agreement is in all respects fair and reasonable and in the best interest of all parties, including the Real Parties in Interest on whose behalf Relator has prosecuted claims under the CFCA. 6. The Armenia Intervenors, the Banning Plaintiffs, and the Relator have endorsed a plan ("Allocation Plan"), described in the Motion and incorporated herein, for allocating the Settlement Sum among the Armenia Intervenors, the Banning Plaintiffs, and the Real Parties in Interest on whose behalf Relator has prosecuted claims under the CFCA. The Court finds that the Allocation Plan, and the resulting allocation, as set forth in Exhibit 2 to the Motion, are in all respects fair and reasonable and in the best interest of all parties, including the Real Parties in Interest on whose behalf Relator has prosecuted claims under the CFCA. 7. Pursuant to Government Code Section 12652(g)(2) & (3), the Relator is entitled to a share of the Settlement Sum allocated to each public agency named in her Complaints A-2 [PROPOSED] ORDER 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ("Relator's Shares"). The Court understands that the proposed Relator's Shares for the Armenia Intervenors, Banning Plaintiffs, and certain Real Parties in Interest who have had their interests actively represented by counsel in the litigation have been established by agreement between the Relator and each such public agency. The Court finds, for the reasons described in the Motion, that the proposed Relator's Share of 50 percent of the Settlement Sum allocated to the Real Parties in Interest who are neither Armenia Intervenors nor Banning Plaintiffs and who have not reached separate agreements with Relator, are reasonable and consistent with Government Code Section 12652(g)(3). 8. In light of the findings set forth above, the Court approves dismissal of the Armenia Action pursuant to the terms of the Settlement Agreement. 9. The Court approves the Allocation Plan and orders that the proceeds of the joint settlement in the Armenia and Banning Actions be distributed pursuant to that plan. 10. The Court awards the Relator a 50 percent share of the recovery to be allocated to the real parties in interest who did not intervene in the Armenia Action or participate in the Banning Action, and who do not have separate agreements with Relator setting the share she is to receive, as set forth in Rows 65-147 of Exhibit 2 to the Motion. 11. The Court further orders that the Real Parties in Interest are bound by the Releases and the Settlement Agreement to the fullest extent permitted by law. 12. Pursuant to California Code of Civil Procedure Section 664.6, the Court retains jurisdiction to resolve any disputes arising from or related to the Settlement Agreement or this Order. All such disputes shall be referred, in the first instance, to the Honorable Peter D. Lichtman, or if Judge Lichtman is unable or unavailable to hear the dispute, such judge as is then presiding over the Actions. Dated: , 2009. Honorable Ann I. Jones A-3 [PROPOSED] ORDER Exhibit B ALAMEDA COUNTY WATER DISTRICT Stephen B. Peck Hanson Bridget! LLP 425 Market Street, 26th Floor San Francisco, CA 94105 CITY OF BURBANK Ronald Davis General Manager Burbank Water & Power 164 W Magnolia Blvd Burbank, CA 91502-1720 HELIX WATER DISTRICT Mary Beth Coburn, Esq. Best Best & Krieger LLP 655 West Broadway, 15th Floor San Diego, CA 92101 IRVINE RANCH WATER DISTRICT Irvine Ranch Water District 15600 Sand Canyon Avenue P.O. Box 57000 Irvine, CA 92619-7000 Attn: General Manager PADRE DAM MUNICIPAL WATER DISTRICT Mary Beth Coburn, Esq. Best Best & Krieger LLP 655 West Broadway, 15th Floor San Diego, CA 92101 CITY OF POMONA Linda Lowry City Manager City of Pomona 505 S. Garey Avenue Pomona, CA 91766 with copy to: Arnold M. Alvarez-Glasman City Attorney City of Pomona 505 S. Garey Avenue Pomona, CA 91766 RANCHO CALIFORNIA WATER DISTRICT Mary Beth Coburn, Esq. Best Best & Krieger LLP 655 West Broadway, 15th Floor San Diego, CA 92101 CITY OF SAN DIEGO City of San Diego c/o Office of the City Attorney 1200 Third Avenue, Suite 1100 San Diego, CA 92101 Attn: R. Clayton Welch, Deputy City Attorney B-l CITY OF SAN JOSE Richard Doyle, City Attorney George Rios, Assistant City Attorney Margo Laskowska, Deputy City Attorney City of San Jose Office of the City Attorney 200 East Santa Clara Street San Jose, CA 95113-1905 SWEETWATER AUTHORITY Mary Beth Coburn, Esq. Best Best & Krieger LLP 655 West Broadway, 15th Floor San Diego, CA 92101 VALLEY CENTER MUNICIPAL WATER DISTRICT Mary Beth Coburn, Esq. Best Best & Krieger LLP 655 West Broadway, 15th Floor San Diego, CA 92101 CITY OF BANNING Marie Calderon, City Clerk 99 E. Ramsey St. Banning, CA 92220 Anthony R. Taylor, Esq. Aleshire & Wynder, LLP 18881 Von Karman Avenue, Suite 400 Irvine, CA 92612 CITY OF CARLSBAD Ronald Ball City Attorney 1200 Carlsbad Village Drive Carlsbad, CA 92008 CITY OF COLTON Mary Beth Coburn, Esq. Best Best & Krieger LLP 655 West Broadway, 15th Floor San Diego, CA 92101 CONTRA COSTA WATER DISTRICT Kurt Ladensack Assistant General Manager Contra Costa Water District 1331 Concord Ave. Concord, CA 94520 Law Offices of Ari J. Lauer 500 Ygnacio Valley Road, Suite 325 Walnut Creek, California 94596 Re: Contra Costa Water District CITY OF CORONA Mary Beth Coburn, Esq. Best Best & Krieger LLP 655 West Broadway, 15th Floor San Diego, CA 92101 CITY OF DEL MAR City Attorney Leslie Devaney City of Del Mar 1050CaminodelMar Del Mar, CA 92014-2698 B-2 CITY OF DELANO Alan J. Peake City Attorney for the City of Delano Wall, Wall & Peake 1601 F Street Bakersfield, CA 93301 ELSINORE VALLEY MUNICIPAL WATER DISTRICT Mary Beth Coburn, Esq. Best Best & Krieger LLP 655 West Broadway, 15th Floor San Diego, CA 92101 CITYOFFULLERTON Chris Meyer, City Manager City of Fullerton 303 W. Commonwealth Ave. Fullerton, CA 92832 Ivy M. Tsai Jones & Mayer 3777 N. Harbor Blvd. Fullerton, CA 92832 CITYOFGLENDALE Office of the City Attorney Attn: GWP Counsel 613 E. Broadway, Suite 220 Glendale, CA 91206 CITYOFHEMET Eric S. Vail 2280 Market Street, Suite 300 Riverside, CA 92501 c/o Burke, Williams & Sorensen CITY OF HUNTINGTON BEACH Joan Flynn, City Clerk Howard Johnson, Water Operations Manager Scott Field, Assistant City Attorney City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 CITYOFLAHABRA Don Hannah, City Manager City of La Habra 201E.LaHabraBlvd. La Habra, CA 90633 Ivy M. Tsai Jones & Mayer 3777 N. Harbor Blvd. Fullerton, CA 92832 CITY OF LOMA LINDA Pamela Byrnes-O'Camb City Clerk 25541 Barton Road Loma Linda, CA 92354 B-3 CITYOFLOMPOC City Attorney CityofLompoc 100 Civic Center Plaza P.O. Box 8001 Lompoc, CA 93438 Lauren M. Barcelona City Administrator CityofLompoc 100 Civic Center Plaza P.O. Box 8001 Lompoc, CA 93438 MESA CONSOLIDATED WATER DISTRICT Mesa Consolidated Water District 1965 Placentia Avenue Costa Mesa, CA 92627 Attn: General Manager MOULTON NIGUEL WATER DISTRICT Moulton Niguel Water District 27500 La Paz Road Laguna Niguel, CA 92677 Attention: General Manager CITY OF OCEANSIDE Water Utilities Director 300 North Coast Hwy. Oceanside, CA 92054 City Attorney 300 North Coast Hwy. Oceanside, CA 92054 OLIVENHAIN MUNICIPAL WATER DISTRICT General Manager Olivenhain Municipal Water District 1966OlivenhainRd. Encinitas, CA 92024 OTAY WATER DISTRICT Mark Watton General Manager 2554 Sweetwater Springs Boulevard Spring Valley, CA 91978-2096 CITY OF OXNARD Alan Holmberg City Attorney CityofOxnard 300 West Third Street, Suite 300 Oxnard, CA 93030 PALMDALE WATER DISTRICT Palmdale Water District Attn: General Manager 2029 East Avenue Q Palmdale, CA 93550 CITY OF PASADENA Michele Beal Bagneris City Attorney 100 N. Garfield Ave., Suite N-210 Pasadena, CA 91101 B-4 CITY OF PETALUMA John C. Brown Petaluma City Manager 11 English Street Petaluma, CA 94952-2610 CITY OF PICO RIVERA Charles P. Fuentes City Manager 6615 Passons Boulevard Pico Rivera, CA 90660-1016 Arnold Alvarez-Glasman David King Alvarez-Glasman & Colvin 13181 Crossroads Pkwy. North Suite 400 - West Tower City of Industry, CA 91746 CITY OF POWAY Rod Gould City Manager P.O. Box 789 13325 Civic Center Drive Poway,CA 92704-0789 RAINBOW MUNICIPAL WATER DISTRICT Dave Seymour General Manager Rainbow Municipal Water District 3707 Old Highway 395 Fallbrook, CA 92028 CITY OF REDLANDS City Clerk City of Redlands P.O. Box 3005 Redlands, CA 92373 CITY OF RIVERSIDE Mary Beth Coburn, Esq. Best Best & Krieger LLP 655 West Broadway, 15th Floor San Diego, C A 92101 CITY OF SACRAMENTO Eileen Monaghan Teichert City Attorney City of Sacramento 915 I Street, Room 4010 Sacramento, CA 95814 SAN BERNARDINO MUNICIPAL WATER DEPARTMENT Stacey R. Aldstadt General Manager 444 W. Rialto Avenue Suite D San Bernadino, CA 92401 CITY OF SANTA BARBARA Stephen P. Wiley City Attorney City Attorney's Office City of Santa Barbara P.O. Box 1990 Santa Barbara, C A 93102 B-5 CITY OF SANTA CRUZ John G. Barisone City Attorney 333 Church Street Santa Cruz, CA 95060 SANTA MARGARITA WATER DISTRICT John Schatz, Esq. General Manager Santa Margarita Water District 26111 Antonio Parkway Las Flores, CA 92688 CITY OF SANTA MARIA City Attorney City of Santa Maria 204 East Cook Street Santa Maria, CA 93454 Ref.: James Jones litigation CITY OF SANTA ROSA City of Santa Rosa Attn: Office of the City Attorney 100 Santa Rosa Avenue, Room 8 Santa Rosa, CA 95404 CITY OF SOUTH PASADENA Richard L. Adams II Jones & Mayer 3777 N. Harbor Blvd. Fullerton, CA 92835 CITY OF UPLAND William P. Curleylll City Attorney City of Upland 355 South Grand Avenue, 40th Floor Los Angeles, CA 90071-3101 VALLECITOS WATER DISTRICT Dennis O. Lamb Deputy General Manager Vallecitos Water District 201 Vallecitos De Oro San Marcos, CA 92069 CITY OF VALLEJO Frederick G. Soley City Attorney City of Vallejo 555 Santa Clara Street Vallejo, CA 94590 VALLEY OF THE MOON WATER DISTRICT Krishna Kumar General Manager Valley of the Moon Water District 19039 Bay Street P.O. Box 280 El Verano,CA 95433 Law Offices of Ari J. Lauer 500 Ygnacio Valley Road, Suite 325 Walnut Creek, California 94596 Re: Valley of the Moon Water District B-6 CITY OF WESTMINSTER Donald D. Lamm, City Manager City of Westminster 8200 Westminster Blvd. Westminster, CA 92683 Ivy M. Tsai Jones & Mayer 3777 N. Harbor Blvd. Fullerton, CA 92832 TOWN OF WINDSOR J. Matthew Mullan Windsor Town Manager 9291 Old Redwood Highway P.O. Box 100 Windsor, CA 95492-0100 NORA ARMENTA Eric R. Havian, Esq. Phillips & Cohen LLP 131 Steuart Street, Suite 501 San Francisco, California 94105 JAMES JONES COMPANY LLC Robert Barker Executive Vice President and Corporate Secretary James Jones Company, LLC 1200 Abernathy Road, N.E. Suite 1200 Atlanta, GA 30328 MUELLER CO. LTD.Robert Barker Executive Vice President and Corporate Secretary MCO1, LLC, on behalf of Mueller Co. Ltd. 1200 Abernathy Road, N.E. Suite 1200 Atlanta, GA 30328 TYCO INTERNATIONAL General Counsel Tyco International Management Company individually, as successor to and formerly doing business as Tyco International (US), Inc. 9 Roszel Road Princeton, NJ 08540 WATTS WATER TECHNOLOGIES, INC.Assistant General Counsel—Litigation Watts Water Technologies, Inc. 815 Chestnut Street North Andover, MA 01845-6098 PHILLIPS & COHEN LLP Eric R. Havian Phillips & Cohen LLP 131 Steuart Street, Suite 501 San Francisco, CA 94105 IRELL & MANELLA LLP S. Thomas Pollack Irell&ManellaLLP 1800 Avenue of the Stars Los Angeles; CA 90067 B-7 HENNIGAN BENNETT & DORMAN LLP Robert L. Palmer Hennigan Bennett & Dorman LLP 865 South Figueroa Street Suite 2900 Los Angeles, California 90017 BOWIE, ARNESON, WILES & GIANNONE 4920 Campus Drive Newport Beach, California 92660 Attention: Joan C. Arneson BEST BEST KRIEGER LLP Mary Beth Coburn, Esq. Best Best Krieger LLP 655 West Broadway 15th Floor San Diego, CA 92101 B-8