ORDER GRANTING MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT Re: Dkt. No. 63

JOSEPH C. SPERO, Magistrate Judge.

The Court has before it the unopposed motion for preliminary approval of a proposed class action settlement. After reviewing the Motion for Preliminary Approval, the Memorandum of Understanding, the Supplemental Declaration of Alan Harris In Support of the Motion for Preliminary Approval of Class Action Settlement ("Supplemental Harris Declaration"), which includes the Class Agreement and Release Of All Claims ("Settlement Agreement), as well as the Class Notice and Claim Form, filed with the Court, the Court hereby finds and orders as follows:

1. The Court conditionally finds that the Settlement Agreement appears to be fair, adequate and reasonable, falls within the range of reasonableness, and therefore meets the requirements for preliminary approval.

2. The Court conditionally certifies for settlement purposes only the following Settlement Class: "All persons employed by AMN Services, LLC as non-exempt healthcare professionals in the State of California during the period from January 30, 2008 to September 10, 2013." The Court preliminarily approves the terms of the Settlement Agreement attached hereto as Exhibit 1.

3. The Court conditionally finds, for purposes of settlement only, that the Settlement Class meets the requirements for class certification under Fed. R. Civ. P. 23(a) and 23(b)(3) in that: (1) the Settlement Class members are so numerous that joinder is impracticable; (2) there are questions of law and fact that are common to all Settlement Class members, which questions predominate over individual issues; (3) Named Plaintiffs' claims are typical of the claims of the Settlement Class members; (4) the Named Plaintiffs and Class Counsel will fairly and adequately protect the interests of the Settlement Class members; and (5) a class action is superior to other available methods for the fair and efficient adjudication of the controversy.

4. The Court conditionally appoints, for settlement purposes only, Alan Harris, of Harris & Ruble, and Shaun Setareh, of the Setareh Law Group, as Class Counsel for the Settlement Class. As set forth in the Settlement Agreement, the Court will review Plaintiffs' request for attorneys' fees and costs at the hearing on the motion for final approval of class action settlement.

5. The Court conditionally appoints for settlement purposes only, Plaintiffs Christopher O'Sullivan, Alice Ogues and David Bell as Class Representatives for the Settlement Class. As set forth in the Settlement Agreement, the Court will review and award any proposed enhancement awards at the hearing on the motion for final approval of class action settlement.

6. As set forth in the Settlement Agreement, Counsel and Plaintiffs shall file any request for attorneys' fees, costs and enhancement awards on or before the date the Claims Adminstrator mails the Notice and Claim Forms to the Class Members.

7. The Court authorizes the retention of Gilardi & Co. LLC ("Gilardi") as the Claims Administrator. As set forth in Gilardi's quote, which is attached as Exhibit 4 to the Supplemental Harris Declaration, the cost for claims administration shall not exceed $60,000.

8. The Court preliminarily approves, as to the form and content, the Class Notice ("Notice"), attached hereto as Exhibit 2. The Notice appears to fully and accurately inform the Class Members of all material terms of the proposed Settlement Agreement, the preliminary approval of the Settlement, the Settlement Class Members' right to be excluded from the Settlement Class, each Class Member's right and opportunity to object to the Settlement Agreement, and the scheduling of the Final Approval Hearing.

9. The Court preliminarily approves, as to the form and content, the Claim Form ("Claim Form"), attached hereto as Exhibit 3.

10. The Court finds that the dates selected for the mailing and distribution of the Notice and Claim Form meet the requirements of due process and provide the best notice practicable under the circumstances and shall constitute due and sufficient notice to all persons entitled thereto.

11. The parties and Gilardi are ordered to carry out the settlement according to the terms, schedule and deadlines set forth in the Settlement Agreement.

12. The hearing on the Motion for Final Approval of Class Action Settlement shall take place on February 7, 2014 ("Final Approval Hearing"). The Motion for Final Approval of the Class Action Settlement shall be filed by January 17, 2014.

13. The Court further orders that each Class Member who does not opt out of the Settlement shall be given a full opportunity to object to the proposed Settlement and requests for attorneys' fees, costs and enhancement awards, and to participate at a Final Approval Hearing. As set forth in the Settlement Agreement, any Class Member seeking to object to the proposed Settlement shall file such objection in writing with the Court and shall serve such objection on Class Counsel and Defense Counsel no later than the Objection/Exclusion Deadline set forth in the Settlement Agreement. Any Settlement Class member who fails to file and serve a timely written objection shall be foreclosed from objecting to the proposed Settlement Agreement, unless otherwise ordered by the Court. The parties may not take the deposition of any absent Class Member without further leave of the Court.

14. The Court further orders that any Class Member who submits a valid and timely request for exclusion shall no longer be a member of the Settlement Class, shall be barred from participating in this Settlement Agreement and shall receive no benefit from this Settlement Agreement.

15. If the Court grants final approval, all Class Members and their successors shall conclusively be deemed to have given a release, as set forth in the Settlement Agreement, Notice and Claim Form, against the Defendant and all such Class Members and their successors shall be permanently enjoined and forever barred from asserting any claim related to this action against the Defendant. If for any reason the Court does not execute and file a Final Approval Order, the proposed Settlement subject to this Order and all evidence and proceedings had in connection herewith shall be without prejudice to the status quo ante rights of the parties to the litigation.

16. Pending final determination of whether the Settlement Agreement should be approved, neither the Named Plaintiffs, nor any Class Member who has not timely opted out of the Settlement Class, either directly, representatively or in any other capacity, shall commence any action or proceeding in any court or tribunal against Defendant or any of the Released Parties asserting any of the Released Claims. Similarly, from the date of this Order through the date of the Final Approval Hearing, Class Members who do not exclude themselves from the Settlement Class shall be prohibited from filing any complaints with the California Department of Labor Standards Enforcement or from initiating any other proceedings regarding the Class Released Claims.

17. The Court reserves the right to continue the date of the Final Approval Hearing without further notice to the Settlement Class, and retains jurisdiction to consider all further applications arising out of or connected with the proposed Settlement Agreement.

IT IS SO ORDERED.

Exhibit 1

CLASS SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS

This stipulation of Class Action Settlement and Release of All Claims ("Agreement" or "Settlement") is entered into by and between Christopher O'Sullivan, Alice Ogues and David Bell (collectively "Plaintiffs") on the one hand and AMN Services, LLC ("AMN") on the other hand.

IT IS HEREBY STIPULATED AND AGREED by the undersigned Parties subject to approval of the Court, that the settlement of this Action shall be effectuated upon and subject to the following terms and conditions:

I. DEFINITIONS

The following capitalized, defined terms used in this Agreement shall have the meanings ascribed to them below.

1.1 Actions, Lawsuits or Complaints shall mean: (i) the above-captioned case pending in which Christopher O'Sullivan and Alice Ogues are plaintiffs (the "O'Sullivan/Ogues Action"), and allege causes of action for (1) waiting time penalties, (2) failure to provide meal periods, (3) failure to provide proper rest breaks, (4) failure to timely pay wages during employment, (5) failure to pay minimum and overtime wages, (6) failure to provide accurate itemized wage statements, (7) unlawful deductions from wages, (8) unfair competition, and (9) civil penalties; and (ii) the case entitled David Bell v. AMN Healthcare Services, Inc., case number 13-cv-02716-JCS, alleging causes of action for (1) failure to pay all wages, (2) failure to pay meal premiums, (3) failure to pay rest premiums, (4) failure to timely pay wages to terminated employees, (5) failure to provide accurate itemized wage statements, and (6) unfair competition (the "Bell Action").

1.2 Agreement or Settlement: means this Class Settlement Agreement and Release of All Claims.

1.3 Claimant shall mean every Settlement Class Member who submits a valid and timely Claim Form.

1.4 Class Counsel shall mean Harris and Ruble and the Setareh Law Group.

1.5 Class Representatives shall mean Plaintiffs Christopher O'Sullivan, Alice Ogues and David Bell.

1.6 Covered Time Frame shall mean the period of time beginning January 30, 2008 through the Date of Preliminary Approval of the Settlement.

1.7 Covered Positions shall mean all persons employed by AMN as non-exempt healthcare professionals in the State of California during the Covered Time Frame.

1.8 Date of Preliminary Approval shall mean the date upon which the Court enters an Order granting preliminary approval of the Settlement.

1.9 Defendant's Counsel, Defense Counsel or Counsel for Defendant shall mean Kenneth Sulzer and Sarah Kroll-Rosenbaum of Proskauer Rose LLP, 2049 Century Park East, Suite 3200, Los Angeles, California 90067.

1.10 Effective Date shall mean the date of entry of an Order granting final approval of the Settlement, unless one or more objections to the Settlement are filed which are not subsequently withdrawn, in which case it means the date one day after the expiration date of the time for the filing or noticing of any appeal from the Order and Final Judgment, or if an appeal is filed, the date of final dismissal of any appeal from the Order and Final Judgment.

1.11 Individual Settlement Payments means the portion of the Net Fund Value distributable to each Claimant as described in paragraph 4.3.

1.12 Parties shall collectively refer to Class Representatives and AMN.

1.13 Settlement Class shall mean all individuals who were employed in a Covered Positions during the Covered Time Frame.

1.14 Settlement Class Member shall mean the individual members of the Settlement Class are referred to herein individually as a "Settlement Class Member" or collectively as "Settlement Class Members."

II. GENERAL BACKGROUND

2.1 The Actions seek to certify a class of all current and former non-exempt healthcare professionals employed by AMN in Covered Positions during the Covered Time Frame. The Actions allege that the Settlement Class was denied wages and meal and rest periods in violation of California law, and assert claims for unpaid wages, failure to provide accurate itemized wage statements, unlawful deductions from wages, statutory penalties (including waiting time penalties, as appropriate), restitution, interest, attorneys' fees, and costs.

2.2 AMN denies any liability or wrongdoing of any kind associated with the claims alleged in the Actions. AMN contends, among other things, that it has complied at all times with the California Labor Code, the Industrial Welfare Commission Wage Orders, and the California Business and Professions Code. Moreover, AMN contends, specifically, that it provided the Settlement Class with all wages owed and requisite meal and rest periods as required by law. AMN further contends that it provides proper wage statements and does not deduct wages unlawfully.

2.3 Plaintiffs contend that the Actions are meritorious and that class certification is appropriate.

2.4 Class Counsel has conducted a thorough investigation into the facts of the Actions including, without limitation, pre-litigation investigations, exchanging initial disclosures, informal discovery and voluntary exchanges of information between the parties. Class Counsel's work has included, without limitation, interviewing Settlement Class Members, reviewing and analyzing time records for a statistically significant sample of Settlement Class Members, and reviewing documents related to the applicable AMN policies and practices. Class Counsel is knowledgeable about and has done extensive research with respect to the applicable law and potential defenses to the claims of the Settlement Class. Based on the forgoing data and on their own independent investigation and evaluation, Class Counsel is of the opinion that the settlement with AMN for the consideration and on the terms set forth in this Agreement is fair, reasonable, and adequate and is in the best interest of the Settlement Class Members in light of all known facts and circumstances, including the risk of significant delay and uncertainty associated with litigation, various defenses asserted by AMN, and numerous potential appellate issues. Plaintiffs believe that the settlement is fair and reasonable and will so represent the same to the Court.

2.5 Although it denies any liability, following initial disclosures, informal discovery and its own internal investigation, AMN has agreed to settle the claims on the terms set forth herein.

2.6 For settlement purposes only, AMN will stipulate that the Settlement Class described herein should be certified, but otherwise denies both liability and that the claims are subject to class treatment.

2.7 This Agreement is contingent upon the approval and certification by the Court of the Settlement Class as a conditional opt-out class for settlement purposes only.

III. CONDITIONS PRECEDENT TO SETTLEMENT TAKING EFFECT

3.1 The Parties enter into this Agreement on a conditional basis. This Agreement is contingent upon, and will become final and effective only upon the occurrence, of all the following events:

(a) The Court enters an order granting preliminary approval of the Settlement consistent with the term described in this Agreement (or as otherwise agreed upon in writing by the Parties);

(b) Mailing of the Class Notice and Claim Form to Settlement Class Members in accordance with the Court's order of preliminary approval;

(c) The Court setting and conducting a fairness hearing;

(d) The Court entering an order granting final approval of the Settlement consistent with the terms described in this Agreement (or as otherwise agreed upon in writing by the Parties);

(e) The Payment of Settlement Funds as described below is complete;

(f) Judgment is entered by the Court dismissing the lawsuits with prejudice; and

(g) AMN has not exercised its right to revoke the Agreement, as described in Section 6.12.

3.2 This Agreement is contingent upon each of the conditions precedent in paragraph 3.1 occurring and is entered into voluntarily by the Parties for settlement purposes only.

IV. TERMS OF SETTLEMENT

The terms of the Settlement are as follows:

4.1 Gross Fund Value: The Parties agree to settle the Actions for a Gross Fund Value ("GFV") of Three Million Dollars ($3,000,000) to settle all claims of the Settlement Class Members. The GFV shall be deemed in satisfaction of claims for: (1) all wages, penalties, interest, and/or other amounts to be paid to Settlement Class Members; (2) the payment to the Labor and Workforce Development Agency ("LWDA") pursuant to the Private Attorneys' General Act ("PAGA" or "PAG Act"); (3) attorneys' fees and costs; (4) the service payments to the Class Representatives, if any, approved by the Court; (5) all costs of administration, including, without limitation, settlement administration fees, and (6) AMN's share of payroll taxes. If the total number of workweeks for all class members for the period between January 30, 2008 and August 16, 2013 is more than 5% greater than 321,595, the GFV will be increased proportionately and the attorneys' fees may be sought based on the 25% of the increased GFV.

4.2 Net Fund Value: The Net Fund Value ("NFV") is defined as the Total Settlement Amount less the payment to the LWDA as awarded by the Court, attorney's fees as awarded by the Court, documented litigation costs and expenses incurred or advanced by class counsel as awarded by the Court, the service payments to the Class Representatives as awarded by the Court, the costs of administering the settlement as awarded by the Court and the employer's shares of employment taxes owed based on the payments made to Class Members.

4.3 Calculation of the Individual Settlement Payments: Each Claimant's Individual Settlement Payment will be based on the number of workweeks that the Claimant worked in a Covered Position during the Covered Timeframe as follows:

To the extent Settlement Class Members who submit valid claim forms have claimed less than 100% of the NFV, the payments to those Settlement Class Members who submit valid Claim Forms will be increased proportionately based on their respective workweeks by a multiple of up to three times the amount initially yielded under the formula above. However, the amount of any multiplier will depend on the actual amount of the NFV that is claimed by Settlement Class Members who submit valid Claim Forms and the actual multiplier applied could range from anywhere between one (1) to three (3). To the extent that any portion of the NFV remains after applying the above-described multiplier, the remaining portion of the NFV will be distributed as follows: 50% to Casa Cornelia Law Center, 25% to Bet Tzedek Legal Services and 25% to the Legal Aid Society Employment Law Center.

4.4 Allocation of Individual Settlement Payments: Thirty-five (35%) of each Claimant's Individual Settlement Payment will be treated as back wages and subject to normal tax withholding and shall be reported to the taxing authorities on an IRS Form W-2, and sixty-five percent (65%) of each Claimant's Individual Settlement Payment will be treated as prejudgment interest and statutory non-wage payments on which there will be no tax withholding and for which an IRS Form 1099 (marked "Other Income") shall be issued if the payment is above the minimum threshold required for the issuance of a Form 1099. The Parties make no warranty and have provided no advice regarding the tax treatment of payments. All taxes, other than the employer's share of payroll taxes are the sole responsibility of the Claimant receiving the payment.

4.5 LWDA Private Attorney General Act (PAGA) Payment: The Parties agree that $7,500 of the GFV shall be allocated as settlement of claims under PAGA. Seventy-five percent (75%) of that total shall be paid to the LWDA pursuant to the provisions of PAGA. The remaining twenty-five percent (25%) shall be distributed to the Claimants as part of the NFV.

4.6 Service Payment to Class Representative: The amount, if any, awarded to the Class Representative as a service payment will be set by the Court. AMN will not oppose Plaintiff's request for a service payment up to $5,000 each for Plaintiffs O'Sullivan and Ogues and up to $2,000 for Plaintiff Bell. This amount will come from the GFV. The service payment will be in addition to the Individual Settlement Payments awarded to the Class Representatives. The Claims Administrator will issue an IRS Form 1099 with regard to the service payment and all taxes on this payment shall be the sole responsibility of the Class Representatives.

4.7 Attorneys' Fees and Costs to Class Counsel: Class Counsel will request an award of attorneys' fees in an amount not greater than twenty-five percent (25%) of the GFV. Class Counsel will also request an award of actual costs incurred. Counsel for Plaintiff David Bell may submit a petition to the court requesting a portion of the attorneys' fees awarded for work reasonably performed that benefitted the Settlement Class Members through June 17, 2013. Class Counsel shall file a Motion for Attorneys' Fees and Reimbursement of Costs on or before the date the Claims Administrator mails out the Notice and Claim Forms to Settlement Class Members.

V. RELEASE OF CLAIMS BY SETTLEMENT CLASS MEMBERS WHO DO NOT OPT-OUT

5.1 Upon the final approval of the Settlement by the Court, and except as to such rights or claims as may be created by this Agreement, each member of the Settlement Class (other than opt-outs), regardless of whether he or she has timely submitted a Claim Form, will fully and forever release and discharge AMN and any parent, subsidiary, affiliate, predecessor or successor, and all agents, employees, officers, directors, attorneys, and healthcare facility clients including but not limited to Kaiser Permanente, Inc., thereof for all "Class Released Claims," defined as: any and all claims, debts, liabilities, demands, obligations, guarantees, costs, expenses, attorney's fees, damages, or causes of action, contingent or accrued, which relate to wage and hour and California Labor Code or Federal wage and hour claims arising from the factual allegations specified in the October 5, 2012, Amended Consolidated Class Action Complaint for the O'Sullivan/Ogues Action ("Amended Consolidated Complaint") and the Bell Action, including but not limited to waiting time penalties, meal periods, rest breaks, timely payment of wages, minimum and overtime wages or rates, wage statements, reimbursements, unlawful deductions from wages, and derivative or related claims, including but not limited to Private Attorney General Act claims, claims for restitution and other equitable relief, liquidated damages, punitive damages, or penalties of any nature whatsoever, and any other claims or legal theories asserted, or which could have been asserted, in the Amended Consolidated Complaint under the California Labor Code § 2699 or Business & Professions Code (including Section 17200), the California Wage Orders or California Labor Code or the Fair Labor Standards Act (collectively, the "Class Released Claims"). All Class Released Claims are released for all Class Members regardless of whether they submit a Claim Form or receive any payment under the Settlement unless they Opt-Out of the Settlement. The Class Released Claims do not include claims for workers' compensation benefits or any of the claims that may not be released by law or that are not based on the facts as alleged in the Amended Consolidated Complaint.

5.2 The releases described in Paragraph 5.1 cover all remedies that have been or could have been claimed for the wage and hour causes of action described in the Actions including but not limited to, statutory, constitutional, contractual and common law claims for wages, damages, unpaid costs, penalties, liquidated damages, punitive damages, interest, attorneys' fees, litigation costs, restitution, and equitable relief.

VI. NOTICE AND CLAIM PROCESS

6.1 Subject to the approval by the Court, Gilardi and Co., shall act as settlement administrator ("Settlement Administrator"). The duties of the Settlement Administrator will include compiling the class list from information provided by the Parties, handling all mailings to the Settlement Class, tracing undeliverable mailings, recording and tracking responses to the mailing to the Settlement Class (including recording the identity of any Settlement Class Members who submit Claim Forms or request exclusion), responding to inquiries made by the Settlement Class, calculating Individual Settlement Payments, issuance of and mailing out of Individual Settlement Payments, reporting payment of the Individual Settlement Payments to all required taxing and other authorities, taking appropriate withholding from the Individual Settlement Payments, and paying all employer payroll taxes and other required payments withheld, and other related tasks as mutually agreed to by the Parties. It is also understood that the Settlement Administrator will establish a Qualified Settlement Fund ("QSF") pursuant to Section 468B(g) of the Internal Revenue Code, and regulations promulgated thereunder for the purpose of administering this Settlement. All of the costs, fees, expenses, and liabilities incurred by the Settlement Administrator in performing these functions shall be paid out of the GFV.

6.2 No later than fourteen (14) days after the Date of Preliminary Approval, AMN shall provide to the Settlement Administrator information regarding all Settlement Class Members, including their last known address, telephone number (if available), Social Security Number, dates of employment and total workweeks worked in a Covered Position(s) during the Covered Timeframe in an electronic format acceptable to the Settlement Administrator.

6.3 The Settlement Administrator shall mail a Notice of Pendency of Class Action, Proposed Settlement and Hearing Date for Court Approval ("Notice") in the form approved by the Court, no later than twenty-five (25) days after the Date of Preliminary Approval. The Notice will include an explanation of the Settlement Class Member's right to be excluded from the Settlement Class by submitting a written request for exclusion. Attached to the Notice will be a Claim Form and Release ("Claim Form"), in the form approved by the Court.

6.4 The Settlement Administrator will take reasonable steps to ensure that the Notice and Claim Form are sent to all Settlement Class Members. Prior to mailing, the Settlement Administrator shall search a National Change of Address Database to confirm the current address for each Class Member. If any envelopes are returned, the Settlement Administrator may use appropriate methods including but not limited to skip-trace to obtain the current addresses of the Settlement Class Members. The Settlement Administrator will re-mail all notices that were returned by the postal service, and for which additional addresses are known or obtainable, within five (5) days. All Settlement Class Members who are resent Notices will be given until sixty (60) days from the date of the original mailing to submit claim forms, requests for exclusion and/or objections.

6.5 Each Claim Form will show the number of workweeks the Settlement Class Member worked in a Covered Position(s) during the Covered Timeframe, as well as the estimated Individual Settlement Payment (based on an assumed 100% claims rate). If a Settlement Class Member disputes the number of workweeks listed on his or her Claim Form, the Settlement Class Member may provide written documentation to the Settlement Administrator establishing the number of workweeks that the Settlement Class Member contends that he or she worked in a Covered Position(s) during the Covered Timeframe. If a Settlement Class Member fails to provide evidence in support of the Class Member's dispute of the number of workweeks listed on his or her Claim Form, AMN records will control. The Claims Administrator shall resolve all disputes and have final decision with respect to any disputed claims.

6.6 Each Settlement Class Member will have forty-five (45) calendar days from the date the Claim Forms were mailed to submit the completed Claim Form or request exclusion by U.S. first class mail to the Settlement Administrator, subject to an extension of time as set forth Paragraphs 6.4 and 6.9.

6.7 Any Settlement Class Member who objects to this Settlement shall file his or her objection within forty-five (45) calendar days from the date the Claims Forms were mailed, and must make himself or herself available upon reasonable notice for a deposition taken by the proponents of the Settlement and/or respond to written discovery, if any proponent of the Settlement chooses to take such deposition or propound written discovery. Any Settlement Class Member who objects to this Settlement shall also serve a copy of his or her objection with the Claims Administrator. The Claims Administrator shall immediately forward a copy of the objection to Class Counsel and counsel for AMN.

6.8 A Claim Form or request for exclusion must be signed and dated to be valid. If a Settlement Class Member submits both a Claim Form and a request for exclusion, the Claim Form shall control and the request for exclusion shall have no effect.

6.9 If a Claim Form or request for exclusion is returned by a Settlement Class Member but has not been signed or is otherwise materially deficient, the Settlement Administrator will send a deficiency notice to the Settlement Class Member within seven (7) days of the date the Settlement Administrator becomes aware of such deficiency. Any deficient Claim Form that was originally submitted on or before the deadline to submit a claim shall be accepted and paid if the deficiency is cured within seven (7) days prior to the date of the Court sets for the hearing on the motion for final approval of the settlement. Any request for exclusion that was originally submitted on or before the deadline to submit a request for exclusion shall be effective if the deficiency is cured within seven (7) days prior to the date of the Final Approval Hearing.

6.10 At least ten (10) court days prior to the deadline for filing the Motion for Final Approval, the Settlement Administrator shall provide counsel for the Parties a declaration of due diligence and proof of mailing with regard to the mailing of the Notice and Claim Form.

6.11 If more than five percent (5%) of the Settlement Class Members submit a request for exclusion of the settlement, AMN may at its own election void this Agreement in a writing to Class Counsel within 10 calendar days of being provided notice of the five percent threshold having been met, however AMN will be solely responsible for the costs of administration.

6.12 If there is an objection and an appeal as a result of said objection, all parties will bear their own costs of appeal, including legal fees.

VII. PAYMENT OF SETTLEMENT FUNDS

7.1 If no objections to the Settlement are filed, within twenty (20) days after the Court grants Final Approval, AMN will deliver to the Settlement Administrator the NFV and the Settlement Administrator shall disburse all payments no later than thirty (30) calendar days after the Court grants Final Approval.

7.3 If an objection is pending at the time of the Final Approval Hearing, and no appeal is taken, AMN shall fund the GFV within thirty-five (35) days after the Court grants Final Approval and the Settlement Administrator shall make all disbursements within forty-five (45) days after the Court grants Final Approval. If there is an appeal of the order granting final approval, AMN shall fund the GFV within twenty (20) days of the time when all appellate review has been exhausted, and the Settlement Administrator shall make disbursements within thirty (30) days of the time when all appellate review has been exhausted. Settlement Class Members shall have one hundred twenty (120) days to cash their settlement checks.

7.4 If a settlement check is returned by the postal service, the Settlement Administrator may use appropriate methods including but not limited to skip-trace and telephone follow-up to obtain the current address of the Claimant. The Settlement Administrator will re-mail all checks that were returned by the postal service within five (5) days.

7.5 Settlement checks that are returned a second time and settlement checks not cashed within 120 days of issuance will not be re-issued. If a Claimant does not cash or deposit his or her check within 120 days from the date of issuance, or if a settlement check is returned for a second time, the Settlement Administrator shall cause that Claimant's payment to be donated to the California Labor and Workforce Development Agency.

VIII. DUTIES OF THE PARTIES PRIOR TO PRELIMINARY APPROVAL

8.1 Promptly after execution of this Agreement, Plaintiff shall move the Court for Preliminary Approval of this Settlement and entry of an order accomplishing the following:

(a) approving as to form and content the proposed Notice;

(b) approving as to form and content the proposed Claim Form;

(c) directing the mailing of the Notice and Claim Form by first class mail to the Settlement Class Members;

(d) preliminarily approving this Settlement;

(e) preliminarily certifying the Settlement Class for purposes of settlement; and

(f) preliminarily approving the PAGA payment to the LWDA.

8.2 Class Counsel shall be responsible for drafting and filing any supplemental documents required for the Motion for Preliminary Approval. The Parties shall submit to the Court this Agreement, as well as a draft Claim Form and Notice to Class Members, in support of the Motion for Preliminary Approval of the Settlement.

IX. DUTIES OF THE PARTIES PRIOR TO FINAL APPROVAL

9.1 In connection with the hearing on final approval of the Settlement, Plaintiff will submit a proposed final order approving the Settlement, adjudging the terms thereof to be fair, reasonable and adequate, and directing consummation of its terms and provisions. Class Counsel shall be responsible for drafting and filing the Motion for Final Approval.

X. SIGNATORIES AUTHORITY

10.1 The signatories hereto represent that they are fully authorized to enter into this Agreement and bind the Parties hereto.

XI. MUTUAL FULL COOPERATION

11.1 The Parties agree to fully cooperate with each other to accomplish the terms of this Agreement, including but not limited to, execution of such documents and to take such other action as may reasonably be necessary to implement the terms of this Agreement. The Parties to this Agreement shall use their best efforts, including all reasonable efforts contemplated by this Agreement and any other reasonable efforts that may become necessary by order of the Court, or otherwise, to effectuate this Agreement and the terms set forth herein. As soon as practicable after execution of this Agreement, Class Counsel shall, with the assistance and cooperation of AMN and their counsel, take all reasonably necessary steps to secure the Court's preliminary and final approval of the settlement.

XII. NO PRIOR ASSIGNMENTS

12.1 The Parties hereto represent, covenant, and warrant that they have not directly or indirectly, assigned, transferred, encumbered, or purported to assign, transfer, or encumber to any person or entity any portion of any liability, claim, demand, action, cause of action or rights released and discharged by this Agreement.

XIII. ENFORCEMENT ACTION

13.1 Except as otherwise provided in this Agreement, in the event that one or more of the Parties to this Agreement institutes any legal action or other proceeding against any other Party or Parties to enforce the provisions of this Agreement or to declare rights and/or obligations under this Agreement, the successful Party or Parties shall be entitled to recover from the unsuccessful Party or Parties reasonable attorneys' fees and costs, including expert witness fees, incurred in connection with any enforcement action.

XIV. NOTICES

14.1 Unless otherwise specifically provided herein, all notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly given as of the third business day after mailing by United States registered or certified mail, return receipt requested, addressed:

XV. OTHER MATTERS

15.1 Construction. The Parties hereto agree that the terms and conditions of this Agreement are the result of lengthy, intensive, arms' length negotiations between the Parties and that this Agreement shall not be construed in favor of or against any Party by reason of the extent to which any Party or his or its counsel participated in the drafting of this Agreement.

15.2 Captions and Interpretations. Paragraph titles or captions contained herein are inserted as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Agreement or any provision hereof. Each term of this Agreement is contractual and not merely a recital.

15.3 Modification. This Agreement may not be changed, altered, or modified, except in writing and signed by the Parties hereto, and approved by the Court. This Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by all of the Parties hereto.

15.4 Integration Clause. This Agreement contains the entire agreement between the Parties relating to the Settlement and transaction contemplated hereby, and all prior or contemporaneous agreements, understandings, representations, and statements, whether oral or written and whether by a Party or such Party's legal counsel, are merged, including but not limited to the Memorandum of Understanding dated June 17, 2013. No rights hereunder may be waived except in writing.

15.5 Signatures of All Settlement Class Members Unnecessary to be Binding. It is agreed that, because the members of the Settlement Class are numerous, it is impossible or impractical to have each Settlement Class Member execute this Agreement. The Notice will advise all Settlement Class Members of the binding nature of the release provided herein and such shall have the same force and effect as if this Agreement were executed by each Settlement Class Member.

15.6 Counterparts. This Agreement may be executed in counterparts, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterparts, shall constitute one fully-signed Agreement, which shall be binding upon and effective as to all Parties.

15.8 No Retaliation. AMN agrees not to retaliate against any employee making a claim for proceeds under this Agreement, nor to take any action to either encourage or discourage employees from participating in the Settlement including but not limited to the decision to file or not file a Claim Form.

Exhibit 2

Exhibit 3