AGENDA
ALISO VIEJO CITY COUNCIL
WEDNESDAY, JULY 17, 2024
6:00 PM CLOSED SESSION
7:00 PM REGULAR MEETING
CITY HALL
COUNCIL CHAMBERS
12 JOURNEY
ALISO VIEJO, CA
Mayor Mike Munzing
Mayor Pro Tem Tiffany Ackley
Councilmember Ross Chun
Councilmember Max Duncan
Councilmember Richard Hurt
WELCOME to the City of Aliso Viejo City Council meeting. Those persons wishing to address the City Council are requested to complete and submit to the City Clerk a “Request to Address City Council” form available at the entrance to the City Council Chambers. Speakers will be called at the appropriate time as their interested matter is heard. COMMENTS WILL BE LIMITED TO THREE MINUTES PER SPEAKER. Council proceedings are recorded.
It is the City's intention to comply with the Americans with Disabilities Act (ADA) . If you need special assistance to participate in the meeting, the City will make reasonable arrangements to ensure accessibility and/or accommodations. [28 CFR 35.102- 35.104 ADA Title II] Please contact the City Clerk's Office at (949) 425- 2505 at least 48 hours prior to the meeting.
Regular meetings of the City Council are held on the first and third Wednesday of the month at the City Hall Council Chambers, 12 Journey, Aliso Viejo. Copies of the agenda are available in the lobby at City Hall on the Thursday preceding a regularly scheduled City Council meeting. All communications received by the City regarding an agenda item have been included in the agenda materials. Supplemental documents relating to specific agenda items, including communications received after agenda delivery, are presented at the dais and in the Public Copy agenda binder at the time of the meeting. Supplemental documents are also available for review in the City Clerk's office, 12 Journey, Aliso Viejo. For more information, please contact City Hall at (949) 425- 2505.
This meeting will be broadcast live on Cox Communications Channel 851, AT&T U -Verse Channel 99 and the City's website. By attending the City Council Meeting, you are giving your permission to be televised. The Council Meetings are rebroadcast on Wednesday at 7:00 p.m. on Cox Communications Channel 851, AT&T U -Verse Channel 99, and can be viewed on the internet at www.avcity.org.
MITZI ORTIZ SCOTT C. SMITH LAUREN TORRES
ACTING CITY MANAGER CITY ATTORNEY DEPUTY CITY CLERK
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PLEASE SILENCE ALL CELL PHONES AND OTHER
ELECTRONIC EQUIPMENT WHILE CITY COUNCIL IS IN SESSION
CALL TO ORDER: Convene Special Meeting
PUBLIC COMMENTS:
CLOSED SESSION:
CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Pursuant to Government Code section 54956.8
Property: 100 Park Avenue, Aliso Viejo; APN#s 634-321-34 and 634-321-35-40 Agency Negotiators: Mayor and City Manager
Negotiating Parties: City of Aliso Viejo, its authorized agents and representatives Under Negotiation: Price and terms for potential lease
PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Pursuant to Government Code Section 54957
Title: City Attorney
CALL TO ORDER: Convene Regular Meeting
ROLL CALL
PLEDGE OF ALLEGIANCE:
REPORT FROM CLOSED SESSION:
1. SPECIAL PRESENTATIONS:
1.1 BUSINESS OF THE MONTH - TRATTORIA TRULLO
2. ADDITIONS, DELETIONS, REORDERING TO THE AGENDA:
3. COMMUNITY INPUT:
Members of the public wishing to address the City Council are requested to complete and submit to the City Clerk a "Request to Address City Council" form available at the entrance to the City Council Chambers. In compliance with the Brown Act, no discussion or action may be taken on comments received at this time, except the City Council may briefly respond to statements made or questions posed. Comments are limited to three (3) minutes per speaker.
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4. CONSENT CALENDAR:
All matters listed on the Consent Calendar will be acted upon by one vote unless members of the City Council, or staff request a matter to be discussed and/or removed from the Consent Calendar for separate action. Items removed from the Consent Calendar will be discussed and voted upon immediately following City Council action on the remainder of the Consent Calendar.
4.1 WAIVE THE READING OF ALL ORDINANCES AND RESOLUTIONS Recommended Action: Approve the reading by title only of all ordinances and resolutions wherein the titles appear on the public agenda; said titles shall be determined to have been read by title, and further reading is waived.
4.2 APPROVAL OF MINUTES
Recommended Action: Approve the Minutes as submitted for the June 19, 2024 Special Meeting and the June 19, 2024 Regular Meeting.
Draft Minutes - June 19, 2024 Special Meeting
Draft Minutes - June 19, 2024 Regular Meeting
4.3 ACCOUNTS PAYABLE
Recommended Action:
Ratify accounts payable checks and electronic funds transfers issued between June 7, 2024, and July 3, 2024, in the amount of $2,013,843.64.
Staff Report
Attachment 1 - Accounts Payable Report
4.4 TREASURER’S STATEMENT – MAY 2024
Recommended Action:
Receive and file the May 2024 Treasurer’s Statement.
Staff Report
Attachment 1 - May 2024 Treasurer’s Statement
4.5 FISCAL YEAR 2024-25 INVESTMENT POLICY
Recommended Action:
Adopt a Resolution approving the Investment Policy for Fiscal Year 2024- 25 and rescinding Resolution No. 2023-21 in its entirety.
Staff Report
Attachment 1 - Resolution
Attachment 2 - Investment Policy (Clean)
Attachment 3 - Investment Policy (Redline)
Attachment 4 - Resolution No. 2023-21
4.6 RESOLUTION OF COMMUNITY FACILITIES DISTRICT NO. 2005 -01 (GLENWOOD
AT ALISO VIEJO) AUTHORIZING THE ANNUAL LEVY OF SPECIAL TAXES FOR FISCAL YEAR 2024-25
Recommended Action:
Adopt a resolution of the City Council, acting as the legislative body of Community Facilities District No. 2005-01 (Glenwood at Aliso Viejo), authorizing the annual levy of special taxes for fiscal year 2024-25.
Staff Report
Attachment 1 - Resolution
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4.7 ADDENDUM P TO THE LEASE AGREEMENT WITH PMZ PENSION
CORPORATION FOR 12 JOURNEY, SUITE 201
Recommended Action:
1. Approve Addendum P to the lease agreement with PMZ Pension Corporation for 12 Journey Suite 201; and
2. Authorize the City Manager to execute the Addendum.
Staff Report
Attachment 1 - Lease Addendum
4.8 NATIONAL OPIOID SETTLEMENTS WITH DEFENDANT KROGER CO.
Recommended Action:
1. Opt into the settlement agreement with Kroger, allocate the City’s portion of the settlement funds to the County of Orange, and direct the City Manager to execute any documents necessary to implement the action; and
2. Grant the City Manager authority to execute and enter into future similar agreements related to the nation-wide opioid settlements.
Staff Report
Attachment 1 - Settlement Agreement
Attachment 2 - Side Letter
Attachment 3 - Participation and Release Form
5. PUBLIC HEARINGS:
None.
6. DISCUSSION:
None.
7. CITY MANAGER' S REPORT:
8. ANNOUNCEMENTS / COUNCIL COMMENTS / COMMITTEE UPDATES:
9. ADJOURNMENT:
The next regularly scheduled City Council meeting is August 7, 2024.
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Special Meeting Minutes
CITY OF ALISO VIEJO
CITY COUNCIL MINUTES
SPECIAL MEETING
June 19, 2024, 6:00 P.M.
Council Chambers, City Hall, 12 Journey
Aliso Viejo, California
CALL TO ORDER: Mayor Pro Tem Ackley called the Special Meeting of the City Council of the City of Aliso Viejo to order at 6:03 p.m.
ROLL CALL:
PRESENT: MAYOR MIKE MUNZING
MAYOR PRO TEM TIFFANY ACKLEY
COUNCILMEMBER ROSS CHUN
COUNCILMEMBER MAX DUNCAN
COUNCILMEMBER RICHARD W. HURT
ABSENT: NONE
STAFF PRESENT: MITZI ORTIZ, ACTING CITY MANAGER
SCOTT C. SMITH, CITY ATTORNEY
LAUREN TORRES, DEPUTY CITY CLERK
ISAAC AZIZ, INFORMATION TECHNOLOGY MANAGER
JAMES PORRAS, CODE ENFORCEMENT OFFICER
CAPT. ALAN VILLANUEVA, CHIEF OF POLICE SERVICES
1. DISCUSSION:
1.1 POTENTIAL ILLEGAL COMMERCIAL CANNABIS USE AT 22912 PACIFIC PARK Acting City Manager Mitzi Ortiz provided an overview. Chief of Police Services Captain Alan Villanueva and City Attorney Scott Smith provided additional information. Staff responded to questions regarding security for code enforcement officers, site access, closure timeline, certificate of occupancy requirements, status of operation, interior construction, evidence of dispensary operations, emergency abatement ordinance, tenant violations, and lease requirements. Councilmembers commented on the matter.
Mayor Pro Tem Ackley opened for public comment and the following persons provided comment:
1. Kalen Wilson expressed concerns with the current tenants.
Recommended Action: Receive and file.
No further action was taken.
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Special Meeting Minutes
MAYOR PRO TEM ACKLEY RECESSED THE MEETING TO CLOSED SESSION AT 6:48 P.M.
CLOSED SESSION:
PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Pursuant to Government Code Section 54957
Title: City Attorney
REPORT FROM CLOSED SESSION:
City Attorney Scott Smith stated no reportable action was taken.
ADJOURNMENT: Mayor Pro Tem Ackley adjourned the meeting at 6:55 p.m. to the June 19, 2024 Regular Council Meeting.
Respectfully submitted: Approved by:
________________________ ________________________
LAUREN TORRES MIKE MUNZING
DEPUTY CITY CLERK MAYOR
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Regular Meeting Minutes
CITY OF ALISO VIEJO
CITY COUNCIL MINUTES
REGULAR MEETING
June 19, 2024, 7:00 PM
Council Chambers, City Hall, 12 Journey
Aliso Viejo, California
CALL TO ORDER: Mayor Pro Tem Ackley called the Regular Meeting of the City Council of the City of Aliso Viejo to order at 7:07 p.m.
ROLL CALL
PRESENT: MAYOR MIKE MUNZING
MAYOR PRO TEM TIFFANY ACKLEY
COUNCILMEMBER ROSS CHUN
COUNCILMEMBER MAX DUNCAN
COUNCILMEMBER RICHARD W. HURT
ABSENT: NONE
STAFF PRESENT: MITZI ORTIZ, ACTING CITY MANAGER
SCOTT SMITH, CITY ATTORNEY
LAUREN TORRES, DEPUTY CITY CLERK
ANN EIFERT, FINANCIAL SERVICES DIRECTOR
SHAUN PELLETIER, PUBLIC WORKS DIRECTOR
LIZZY MENDOZA, RECREATION & COMMUNITY SERVICES
MANAGER
ISAAC AZIZ, INFORMATION TECHNOLOGY MANAGER
CAPT. ALAN VILLANUEVA, CHIEF OF POLICE SERVICES
PLEDGE OF ALLEGIANCE: City Attorney Scott Smith led the pledge of allegiance.
REPORT FROM CLOSED SESSION:
City Attorney Scott Smith stated there was no reportable action.
1. SPECIAL PRESENTATIONS:
1.1 BUSINESS OF THE MONTH - PAMPAS HELADOS ARGENTINOS
Mayor Pro Tem Ackley introduced the video and presented the certificate of recognition to owner Sandra Hoyos. Sandra expressed her appreciation. 7
Regular Meeting Minutes
2. ADDITIONS, DELETIONS, REORDERING TO THE AGENDA:
Motion: Councilmember Hurt moved and Councilmember Chun seconded to table Discussion Item 6.2. Motion carried 5-0.
3. COMMUNITY INPUT:
1. Elizabeth Hansburg expressed her support for the City’s Housing Element.
4. CONSENT CALENDAR:
Unless otherwise indicated below, the following pertains to all items on the Consent Calendar.
Motion: Mayor Munzing moved and Councilmember Hurt seconded to approve the recommended actions. Motion carried 5-0.
4.1 WAIVE THE READING OF ALL ORDINANCES AND RESOLUTIONS Recommended Action: Approve the reading by title only of all ordinances and resolutions wherein the titles appear on the public agenda; said titles shall be determined to have been read by title, and further reading is waived.
4.2 APPROVAL OF MINUTES
Recommended Action: Approve the Minutes as submitted for the June 5, 2024 Special Meeting and the June 5, 2024 Regular Meeting.
4.3 ACCOUNTS PAYABLE
Recommended Action: Ratify accounts payable checks and electronic funds transfers issued between May 10, 2024, and June 6, 2024, in the amount of $1,113,140.41.
4.4 APPROPRIATIONS LIMIT – FISCAL YEAR 2024-25
Recommended Action: Adopt Resolution No. 2024-19 setting the Proposition 4 (GANN) Appropriations limit for Fiscal Year (FY) 2024-25 at $58,378,143.
4.5 AGREEMENT WITH PROCURE AMERICA, INC. FOR COST REDUCTION
CONSULTING SERVICES
City Attorney Scott Smith responded to questions regarding disclosure and bid requirements for contractors.
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Regular Meeting Minutes
Recommended Action:
1. Approve an agreement with Procure America, Inc. for cost reduction consulting services; and
2. Authorize the City Manager to execute a professional services agreement with Procure America, Inc. in the amount not-to-exceed $55,000 for five years.
Motion: Councilmember Hurt moved and Mayor Pro Tem Ackley seconded to allow bids for this service. Motion carried 5 -0.
4.6 LOCAL HAZARD MITIGATION PLAN ADOPTION
Recommended Action: Adopt Resolution No. 2024-20 of the 2024 City of Aliso Viejo Local Hazard Mitigation Plan (LHMP)
4.7 BIENNIAL REVIEW OF THE CITY’S CONFLICT OF INTEREST CODE Recommended Action: Direct staff to review the City’s Conflict of Interest Code for updates and submit its findings to Council by October 1, 2024.
5. PUBLIC HEARINGS:
None.
6. DISCUSSION:
6.1 PROPOSED ANNUAL BUDGET FOR FISCAL YEAR 2024-25
Acting City Manager Mitzi Ortiz introduced Finance Director Ann Eifert, who provided an overview. Councilmembers commented on the matter.
Recommended Action:
1. Adopt Resolution No. 2024-21 adopting the Annual Budget for Fiscal 2024-25; and
2. Adopt Resolution No. 2024-22 approving City Salary Schedules.
Motion: Councilmember Hurt moved and Councilmember Chun seconded to approve the recommended actions. Motion carried 5-0.
6.2 TABLED DISCUSSION OF MAYORAL ROTATION POLICIES
This item was removed from consideration.
7. CITY MANAGER' S REPORT:
Acting City Manager Mitzi Ortiz thanked City staff for their hard work. 9
Regular Meeting Minutes
8. ANNOUNCEMENTS / COUNCIL COMMENTS / COMMITTEE UPDATES:
Councilmember Chun
• Congratulated Boys & Girls Club Youths of the Month
• Thanked City staff for promptly addressing a recent issue • Attended OCFA Budget and Finance Committee Meeting
• Attended Aliso Viejo Youth Council Human Trafficking Forum • Attended The Covington Senior Living Community’s 20th anniversary celebration • Attended the Aliso Viejo Chamber of Commerce Networking Breakfast • Met with Illumination Foundation CEO Dr. Pooja Bhalla Councilmember Duncan:
• Commented on the importance of e-bike safety
• Thanked City Staff for their hard work
Councilmember Hurt:
• Attended TCA Board of Directors Meeting
• Attended OC Mosquito and Vector Control District Board of Directors Meeting. • Commented on the importance of e-bike safety
Mayor Pro Tem Ackley:
• Attended AVCA Standing Committee Meeting
• Commented on AVCA’s use of non-synthetic weed abatement products • Commented on AVCA’s upcoming 4th of July Celebration
• Wished residents a happy Juneteenth
Mayor Munzing:
• Attended AVCA Standing Committee Meeting
• Attended Travis Mooney Eagle Scout Celebration
• Attended Aliso Viejo Chamber of Commerce’s Networking Breakfast • Announced upcoming State of the City event, to be held on October 17, 2024, at Soka University
• Commented on tonight’s special meeting
• Thanked staff for their hard work
9. ADJOURNMENT: Mayor Munzing adjourned the meeting at 7:44 p.m. to the regularly scheduled meeting of July 17, 2024.
Respectfully submitted: Approved by:
________________________ ________________________
LAUREN TORRES MIKE MUNZING
DEPUTY CITY CLERK MAYOR
10 City of Aliso Viejo
AGENDA ITEM
DATE: July 17, 2024
TO: Mayor and City Council
FROM: Ann Eifert, Director of Financial Services
SUBJECT: ACCOUNTS PAYABLE
Recommended Action:
Ratify accounts payable checks and electronic funds transfers issued between June 7, 2024, and July 3, 2024, in the amount of $2,013,843.64.
Fiscal Impact:
Expenditures in the amount of $2,013,843.64.
Background:
The City issues accounts payable checks on a bi-weekly basis and presents them to City Council for ratification at its next regularly scheduled City Council meeting.
Discussion:
The attached registers containing checks and electronic funds transfers issued between June 7, 2024, and July 3, 2024, for $2,013,843.64, are being presented for ratification. All payments have been made in compliance with the City’s purchasing policy and procedures. Payments have been reviewed and approved by the appropriate departmental staff. The issued accounts payable checks and electronic funds transfers have been reviewed and deemed in accordance with the fiscal year budget by the Director of Financial Services.
Attachment:
1. Accounts Payable Report
11 Accounts Payable
Description (Item)Vendor Name Amount
101 - GENERAL FUND
REF0011669334 - 5/23 ORD SUMMARY INTRO-1 POLARISCALIFORNIA NEWSPAPERS PARTNERSHIP 228.81 REF001664805 - 5/2 PN LUCKY STRIKE CUPCALIFORNIA NEWSPAPERS PARTNERSHIP 310.00 REF0011664022 - 5/2 PN 1 POLARIS ZONE CHANGECALIFORNIA NEWSPAPERS PARTNERSHIP 310.00 REF0011664808 - 5/2 PN SENDER ONE CUP/SDPCALIFORNIA NEWSPAPERS PARTNERSHIP 317.39 JUL'24 VISION - RCCHOICE BUILDER 24.19
JUL'24 VISION - DDCHOICE BUILDER 24.19
JUL'24 ADMIN FEECHOICE BUILDER 35.00
JUL'24 DENTAL - RHCHOICE BUILDER 96.90
JUL'24 DENTAL - RCCHOICE BUILDER 145.88
JUL'24 DENTAL INSURANCECHOICE BUILDER 1,774.04
JUL'24 VISION - RHCHOICE BUILDER 15.03
JUL'24 DENTAL - DDCHOICE BUILDER 145.88
JUL'24 VISION INSURANCECHOICE BUILDER 275.99
FY24-25 OC RGSTR SUBS ACCT#150428229-26 WKS_DEC'24ORANGE COUNTY REGISTER 468.60 CD-2024-00021_16 RIDGECREST_HELEN JUNGHELEN JUNG 500.00 24-05-060_24 DEERWOOD_CASEY OKUMACASEY OKUMA 3,000.00
CD-2024-00042_24 DEERWOOD_CORY HOWARDCORY HOWARD 1,350.00 CD-2024-00048_26 FALCON CREST LN_ALAS AND BRAVOALAS AND BRAVO 500.00 JUL'24 LIFE INSURANCEUNITED OF OMAHA LIFE INSURANCE CO. 1,439.57 JUL'24 CALPERS HEALTH PREMIUMCALPERS HEALTH 22,552.35
JUL'24 HEALTH PREMIUM - RCCALPERS HEALTH 2,195.87
JUL'24 HEALTH PREMIUM PEMHCA MINIMUM - RCCALPERS HEALTH 157.00 2663_21 ELDERWOOD_SWAN POOLSSWAN POOLS 3,000.00
MAY'24 KAISER GRADING PLAN CHECKCIVIL SOURCE, AN NV5 COMPANY 2,710.00 MAY'24 ALISO CREEK GRADING - S.WILSONCHARLES ABBOTT ASSOC INC 95.00 MAY'24 KAISER GRADING - R.BEIMERCHARLES ABBOTT ASSOC INC 1,015.00 MAY'24 SCE - R.BRUNELLCHARLES ABBOTT ASSOC INC 236.25
MAY'24 MNWD - R.BRUNELLCHARLES ABBOTT ASSOC INC 236.25
MAY'24 CITY LIGHTS GRADING - R.BRUNELLCHARLES ABBOTT ASSOC INC 603.75 MAY'24 CITY LIGHTS GRADING - J.LOPEZCHARLES ABBOTT ASSOC INC 210.00 MAY'24 ALISO CREEK GRADING - R.BRUNELLCHARLES ABBOTT ASSOC INC 708.75 MAY'24 FERRIERA - R.BRUNELLCHARLES ABBOTT ASSOC INC 840.00 MAY'24 FERREIRA - J.LOPEZCHARLES ABBOTT ASSOC INC 105.00 MAY'24 COX - R.BRUNELLCHARLES ABBOTT ASSOC INC 236.25
3061_21 ROSY FINCH LN_SWAN POOLSSWAN POOLS 3,000.00
CD-2023-00038_150 COLUMBIA_COMPASS BIBLE CHURCHCOMPASS BIBLE CHURCH 2,000.00 CD-2023-00044_150 COLUMBIA_COMPASS BIBLE CHURCHCOMPASS BIBLE CHURCH 500.00 51,362.94
CITY COUNCIL
05/17/24-06/16/24 CITY COUNCIL PHONEAT&T 237.11
DL 4/23 LAKE FOREST FLORAL -CC MEMORIAL DAY WREATHUS BANK PURCHASING CARD PROGRAM 366.69 DL 5/03 MARRIOTT-SCAG CONF HOTEL - RC (SCAG REIMB)US BANK PURCHASING CARD PROGRAM (246.25) DL 5/03 MARRIOTT-SCAG CONF HOTEL - MD (SCAG REIMB)US BANK PURCHASING CARD PROGRAM (153.55) DL 5/16 OC DIVISION - LOCC MEETING - TAUS BANK PURCHASING CARD PROGRAM 30.00 DL 5/01 MARRIOTT - SCAG CONF HOTEL - RCUS BANK PURCHASING CARD PROGRAM 492.50 DL 5/01 MARRIOTT SCAG CONF HOTEL - MDUS BANK PURCHASING CARD PROGRAM 492.50 CITY COUNCIL TOTAL: 1,219.00
CITY MANAGER
APR-MAY'24 ACM TOLL ROAD REIMBURSEMENTMITZI ORTIZ 98.96 JUL’24 HEALTH PREMIUM – DAVID DOYLECALIFORNIA PHYSICIANS SERVICE 2,304.95 LT 5/13-5/16/24 2024 CAPIO CONF REIMB_MILEAGELAUREN TORRES 213.70 JUL'24-PG-HEALTH PREMIUMCALPERS HEALTH 157.00
JUN'24 DD HEALTH PREMIUMCALPERS HEALTH (2,259.76)
05/17/24-06/16/24 CITY MANAGER PHONEAT&T 45.41
05/17/24-06/16/24 HR PHONEAT&T 50.44
DL 5/16 CITY OF BREA - OCCMA SUMMER RETREAT - IAUS BANK PURCHASING CARD PROGRAM 63.00 12 Description (Item)Vendor Name Amount
LL 6/19 CCAC NUTS&BOLTS WKSHP 8/29-30 L.TORRESUS BANK PURCHASING CARD PROGRAM 250.00 LL 5/21 ICMA ONLINE MBSHP-L. TORRESUS BANK PURCHASING CARD PROGRAM 200.00 CITY MANAGER TOTAL: 1,123.70
ECONOMIC DEVELOPMENT
FEB'24 AVTC CONSULTING SERVICESKOSMONT & ASSOCIATES 5,902.00 JAN-MAR'24 SALES TAX-EFUELEFUEL LLC 159,077.20
OCT-DEC'23 - 4TH QTR SALES TAX - HUNT & SONSHUNT & SONS LLC 371,368.40 JUL-SEP'23 - 3RD QTR SALES TAX - HUNT & SONSHUNT & SONS LLC 267,175.50 ECONOMIC DEVELOPMENT TOTAL: 803,523.10
HUMAN RESOURCES
APR'24 EAP PROGRAMHEALTH AND HUMAN RESOURCE CENTER INC 102.90 JUL'24 EAP PROGRAMHEALTH AND HUMAN RESOURCE CENTER INC 102.90 5/30/24-CALPERS REMITTANCE/BLUE SHIELD OF CAFEDERAL EXPRESS 85.02 DL 5/01 VONS-CJPIA CPR TRAINING BREAKFAST & DRINKSUS BANK PURCHASING CARD PROGRAM 51.88 DL 5/01 BAGELS & BREW - CJPIA CPR TRAINING LUNCHUS BANK PURCHASING CARD PROGRAM 335.57 DL 5/01 PAVILIONS - CJPIA CPR TRAINING SNACKSUS BANK PURCHASING CARD PROGRAM 86.43 DL 5/15 PAVILIONS - CJPIA FE TRAINING - BREAKFASTUS BANK PURCHASING CARD PROGRAM 132.18 HUMAN RESOURCES TOTAL: 896.88
CITY CLERK
MO FY24-25 CCAC MEMBERSHIP DUESCITY CLERK'S ASSOCIATION OF CALIFORNIA 250.00 MAY'24 CC OFFICE SUPPLIESSTAPLES ADVANTAGE 13.13
MO 5/19-23 IIMC CONF CGY REIMB_MILEAGE AIR & CABMITZI ORTIZ 700.91 IIMC ANNUAL FULL MBR RENEWAL TO 6/30/25 - M.ORTIZINTERNATIONAL INSTITUTE OF MUNICIPAL CLERKS 225.00 MO 5/30 LCC CONF & WKSHP IN LB 10/16-18US BANK PURCHASING CARD PROGRAM 800.00 MO 5/23 HOTEL LEGERMAIN CGY-IIMC CNF 5/19-23US BANK PURCHASING CARD PROGRAM 827.68 CITY CLERK TOTAL: 2,816.72
CITY ATTORNEY
MAY'24 BBK GENERAL RETAINER LEGAL SERVICESBEST BEST & KRIEGER 24,150.00 MAY'24 BBK LABOR & EMPLOYMENT (SPECIALIZED)BEST BEST & KRIEGER 2,522.50 MAY'24 BBK LABOR & BENEFITSBEST BEST & KRIEGER 487.70
MAY'24 MAJOR GENERAL PLAN UPDATE(SPECIAL PROJECTS)BEST BEST & KRIEGER 1,762.90 MAY'24 APPLICANT-INITIATED/REIMBURSABLE (AIR)BEST BEST & KRIEGER 300.00 MAY'24 BBK GENERAL LITIGATIONBEST BEST & KRIEGER 74.40
MAY'24 BBK GENERAL PLAN TOWN CTR SPECIFIC PLANBEST BEST & KRIEGER 289.00 CITY ATTORNEY TOTAL: 29,586.50
FINANCE
APR-JUN'24 PROPERTY TAX CONTRACT SERVICESHDL COREN & CONE 2,149.63 JUL'24 CALPERS ADMIN FEECALPERS HEALTH 71.16
JUL'24 CALPERS ADMIN FEECALPERS HEALTH 7.53
APR'24 PARS REP FEESPARS 300.00
APR-JUN'24 SALES TAX RECOVERY SERVICEHINDERLITER DE LLAMAS & ASSOCIATES 109.92 APR-JUN'24 SALES TAX CONTRACT SERVICEHINDERLITER DE LLAMAS & ASSOCIATES 163.01 APR-JUN'24 SALES TAX CONTRACT SERVICEHINDERLITER DE LLAMAS & ASSOCIATES 1,541.00 FINANCE TOTAL: 4,342.25
INFORMATION TECHNOLOGY
MAY'24 AT&T INTERNET SERVICE ADJAT&T 14.73
SEP'23 CH FIBER INTERNET SERVICEAT&T 1,695.39
5/06/24-6/05/24 CH ALARM/POTS LINEAT&T 3,726.19
JUN'24 ACCT #0202 CH CABLE TVCOX COMMUNICATIONS, INC 184.96 JUN'24 ACCT #8802 CH INTERNET-FIBER 600MBCOX COMMUNICATIONS, INC 1,500.00 JUN'24 ACCT#9302 LAB INTERNETCOX COMMUNICATIONS, INC 85.39 JUN'24 AT&T INTERNET SERVICE ADJ - SEPT'23 LCAT&T 44.20 JUN'24 AT&T CH FIBER INTERNET SERVICEAT&T 1,695.39
MAY'24 NETWORK SUPPORT & SECURITYKEETER TECHNICAL SERVICE COMPANY LLC 416.67 JUN'24 NETWORK SUPPORT & SECURITYKEETER TECHNICAL SERVICE COMPANY LLC 416.67 MAY'24 ENERGOV ELM AND ASSET MGT SERVICESGO LIVE TECHNOLOGY INC 855.00 JUN'24 ENERGOV ELM AND ASSET MGT SERVICESGO LIVE TECHNOLOGY INC 495.00 05/17/24-06/16/24 FLEET COMPLETE GPSAT&T 202.32
05/17/24-06/16/24 EOC MIFIAT&T 160.96
05/17/24-06/16/24 CITY HALL MIFIAT&T 123.72
05/17/24-06/16/24 EOC PHONES LINESAT&T 109.07
APR'24 ENERGOV & GISJOSE RUEL FABELLA DIRA 2,000.00
MAY'24 ENERGOV & GISJOSE RUEL FABELLA DIRA 1,200.00
13 Description (Item)Vendor Name Amount
MAY'24 IT OFFICE SUPPLIESSTAPLES ADVANTAGE 244.46
FY24-25 1PASSWORD BUSINESS 15 USERSSHI INTERNATIONAL CORP 852.00 GOTO RESOLVE PREMIUMGOTO TECHNOLOGIES USA, INC 224.13
INFORMATION TECHNOLOGY TOTAL: 16,246.25
NON-DEPARTMENTAL
JUN'24 - RECORDS OFF SITE STORAGECERTIFIED RECORDS MANAGEMENT 508.08 MAY'24 - COPY&BREAKROOM SUPPLIES NON DEPARTMENTALSTAPLES ADVANTAGE 362.72 JUL-SEP'24 35 PLAYA CIR MASTER HOA FEESALISO VIEJO COMMUNITY ASSOCIATION 134.39 JUL-SEP'24 38 COLONIAL WAY HOA FEESALISO VIEJO COMMUNITY ASSOCIATION 148.62 JUL-SEP'24 89 PLAYA CIR MASTER HOA FEESALISO VIEJO COMMUNITY ASSOCIATION 164.39 JUN'24 STORAGE UNIT RENT #535ALISO VIEJO SELF STORAGE 450.00 JUN'24 PVM VISTA PARK MAINTENANCEPV MAINTENANCE INC 1,486.00 FY24-25 ASCAP MUSIC LICENSEASCAP 441.00
JUL'24 RICOH C5300S - LEASE (2624)RICOH USA 609.90
JUL'24 RICOH C5300S - LEASE INTEREST (2624)RICOH USA 84.30 JUL'24 38 COLONIAL WAY HOA FEESVANTIS MAINTENANCE CORPORATION 374.79 6/20 CH BOTTLED WATER SERVICEDS SERVICES OF AMERICA, INC 124.27 BUS CARDS - AV RANCH & AV RECIPROMOTEU.COM INC 135.66
JUN'24 RICOH 2504 BACK OFFICE PRINTS (4542)RICOH USA 118.21 JUN'24 CH & STE 200 FIRST AID SUPPLIESCINTAS CORPORATION NO. 2 373.06 JUN'24 VISTA PARK LANDSCAPE MAINTENANCENIEVES LANDSCAPE INC 1,028.96 5/13/24-6/10/24 METER#1675 89 PLAYA CIR WATER SVCMOULTON NIGUEL WATER DIST 54.07 AE 5/28 HARBOR STATION HOA - 89 PLAYAUS BANK PURCHASING CARD PROGRAM 191.01 AE 5/28 HARBOR STATION HOA - 35 PLAYAUS BANK PURCHASING CARD PROGRAM 191.01 MAY'24-6.07 HRS-PIO/MAYORS OUTREACHKYRSTI NICOLE ASHMALL 546.30 JUN'24-3.82 HRS-PIO/MAYORS OUTREACHKYRSTI NICOLE ASHMALL 343.80 EM 6/18 THE HOME DEPOT - SIKA SEALANT VISTA PARKUS BANK PURCHASING CARD PROGRAM 253.58 EM 6/18 BLISS CW - F150 CAR WASHUS BANK PURCHASING CARD PROGRAM 35.00 JUL'24 89 PLAYA CIR HOA FEESGLENWOOD MAINTENANCE CORPORATION 154.00 JUN'24 89 PLAYA CIR HOA FEE LATE CHGGLENWOOD MAINTENANCE CORPORATION 15.40 JUN'24 ACCT#2427 89 PLAYA CIR ELECTRICITYSO CAL EDISON 52.58 LL 5/22 J&M TROPHIES AV LAPEL PINS/500 QTYUS BANK PURCHASING CARD PROGRAM 1,379.20 LL 6/19 RALPHS - DISPOSABLE PANS 6/19 CC MTGUS BANK PURCHASING CARD PROGRAM 25.82 LL 5/29 READY REFRESH 4/25-5/24 FILTRATION/SVCUS BANK PURCHASING CARD PROGRAM 60.08 LL 6/05 INSTACART SMART&FINAL TIP 6/5 CC MTGUS BANK PURCHASING CARD PROGRAM 9.01 LL 6/06 INSTACART SMART&FINAL CHIPS REFUND 6/5 MTGUS BANK PURCHASING CARD PROGRAM (21.99) LL 6/11 OC WINEMART-SANDWICHES 6/11 AVCA MTGUS BANK PURCHASING CARD PROGRAM 94.19 LL 6/19 PANDA EXPRESS 6/19 CC MTGUS BANK PURCHASING CARD PROGRAM 175.00 LL 6/05 INSTACART SMART&FINAL CHPS & DRNKS 6/5 MTGUS BANK PURCHASING CARD PROGRAM 55.00 LL 6/18 MOSLOW WOOD PRODS-CHERRY FRAMESUS BANK PURCHASING CARD PROGRAM 426.78 LL 6/05 OC WINEMART-SANDWICHES 6/5 CC MTGUS BANK PURCHASING CARD PROGRAM 187.38 MAY'24 89 PLAYA CIR HOA FEE SHORTAGE/LATE CHGSGLENWOOD MAINTENANCE CORPORATION 25.55 ACCT#64101 VISTA WATER SVCMOULTON NIGUEL WATER DIST 1,184.64 RETROACTIVE WORKERS COMP ADJUSTMENTCALIFORNIA JPIA (1,667.00) RETROACTIVE GENERAL LIABILITY ADJUSTMENTCALIFORNIA JPIA 384.00 FY 2024-25 WORKERS COMPCALIFORNIA JPIA 79,879.00
FY 2024-25 GENERAL LIABILITY PREMIUMCALIFORNIA JPIA 242,335.00 FY 2024-25 PROPERTY INSURANCE PROGRAMCALIFORNIA JPIA 65,121.00 FY24-25 SCAG DUESSCAG 7,160.00
LS 6/05 WALMART - CHAIRSUS BANK PURCHASING CARD PROGRAM 517.10 NON-DEPARTMENTAL TOTAL: 405,710.86
C. S. ADMINISTRATION
SUMMER'24 PROMO ITEM AVRRED SWAG INC 1,408.77
MAY'24 SMP FUND R&CS CONTRIB TRANSPORTATION SVCCABCO YELLOW INC 906.50 GRAPHIC DESIGN-2024 AV FALL BROCHUREMICHAEL R JUE 3,881.25 JUL'24-DP-HEALTH PREMIUMCALPERS HEALTH 157.00
JUL'24-HW-HEALTH PREMIUMCALPERS HEALTH 157.00
JUN'24 AVR 2 POSTER BOARDSWESTAMERICA COMMUNICATIONS INC 635.32 AVR RENTAL BROCHURE PRINTINGWESTAMERICA COMMUNICATIONS INC 1,986.91 JB 5/22 SCHOOL NEWS - SUMMER CAMP MARKETINGUS BANK PURCHASING CARD PROGRAM 100.00 JB 5/28 CHAUPAIN BAKERY - CDC STAFF TRAININGUS BANK PURCHASING CARD PROGRAM 87.00 JB 5/28 RALPHS - CDC STAFF TRAININGUS BANK PURCHASING CARD PROGRAM 14.06 JNL 5/25 AVILAS EL RANCHITO-STAFF TRAINING MEALUS BANK PURCHASING CARD PROGRAM 213.12 JNL 5/25 SGT PEPS - STAFF TRAINING MEALUS BANK PURCHASING CARD PROGRAM 109.90 14 Description (Item)Vendor Name Amount
JNL 5/25 CHICK FIL A - STAFF TRAINING MEALUS BANK PURCHASING CARD PROGRAM 184.94 JNL 5/25 OC WINEMART - STAFF TRAINING MEAL OCWMUS BANK PURCHASING CARD PROGRAM 124.86 JNL 5/25 BOARD & BREW - STAFF TRAINING MEALUS BANK PURCHASING CARD PROGRAM 110.00 JNL 5/25 PREMIER LINENS - TABLE CLOTHSUS BANK PURCHASING CARD PROGRAM 1,011.62 LL 5/23 FB META ADS-AVR SPRINGUS BANK PURCHASING CARD PROGRAM 15.95 C. S. ADMINISTRATION TOTAL: 11,104.20
IGLESIA PARK
DEC'23-MAR'24 IGLESIA PARK LOT LINE ADJUSTMENTCIVIL SOURCE, AN NV5 COMPANY 3,355.00 MAY'24 IGLESIA PARK LOT LINE ADJUSTMENTCIVIL SOURCE, AN NV5 COMPANY 4,112.50 MAY'24 IGLESIA LANDSCAPE MAINTENANCE -VALVE REPAIRNIEVES LANDSCAPE INC 1,064.60 MAY'24 ACCT#7997 IGLESIA PARK ELECTRICITYSO CAL EDISON 275.24 MAY'24 PVM IGLESIA PARK MAINTENANCEPV MAINTENANCE INC 4,188.78 JUN'24 PVM IGLESIA PARK MAINTENANCEPV MAINTENANCE INC 1,649.75 JUN'24 PVM IGLESIA PARK MAINTENANCEPV MAINTENANCE INC 8,200.00 JUN'24 IGLESIA LANDSCAPE MAINTENANCENIEVES LANDSCAPE INC 6,846.00 MAY'24 IGLESIA LANDSAPE MAINTENANCE - VALVE RAISENIEVES LANDSCAPE INC 625.32 MAY'24 MTR#4114 IGLESIA PARK WATEREL TORO WATER DISTRICT 594.31 MAY'24 MTR#3499 IGLESIA PARK WATEREL TORO WATER DISTRICT 668.45 EM 6/18 THE HOME DEPOT -CATCH BASIN KIT IGLESIA PKUS BANK PURCHASING CARD PROGRAM 75.39 EM 6/18 THE HOME DEPOT -CATCH BASIN KIT IGLESIA PKUS BANK PURCHASING CARD PROGRAM 272.47 IGLESIA PARK TOTAL: 31,927.81
IGLESIA BUILDING
MAY'24 ACCT#7997 IGLESIA BLDG ELECTRICITYSO CAL EDISON 1,464.57 JUN'24 IGLESIA JANITORIAL SERVICESTEAM ONE MANAGEMENT SERVICES 950.00 JUN'24 IGLESIA JANITORIAL SUPPLIESBRADY INDUSTRIES OF CALIFORNIA LLC 296.59 MAY'24 MTR#5016 IGLESIA PARK BLDG WATEREL TORO WATER DISTRICT 240.82 KB 5/28 THE HOMEDEPOT - BLDG ALARM BATTERY IGLESIAUS BANK PURCHASING CARD PROGRAM 64.62 IGLESIA BUILDING TOTAL: 3,016.60
IGLESIA PARK COMMUNITY CENTER
MAY'24 ELEMENTARY & TEEN KEYSTONE PROGRAMBOYS & GIRLS CLUB OF CAPISTRANO VALLEY 12,348.27 IGLESIA PARK COMMUNITY CENTER TOTAL: 12,348.27
PLANNING
ENERGOV REPORTTYLER TECHNOLOGIES-INCODE DIVISION 800.00 MAY'24 ENERGOV UPDATETYLER TECHNOLOGIES-INCODE DIVISION 3,250.00 JUL'24-MF-HEALTH PREMIUMCALPERS HEALTH 157.00
SK 6/07 EB CASE CRUNCH - LUNCH AND LEARNUS BANK PURCHASING CARD PROGRAM 20.00 SK 6/15 COURTYARD NCDA CONFERENCE HOTEL FARE - RRUS BANK PURCHASING CARD PROGRAM 1,765.38 SK 5/23 CVENT ANNUAL APA CA CONF REG - MDUS BANK PURCHASING CARD PROGRAM 650.00 PLANNING TOTAL: 6,642.38
BUILDING
FY23-24 BUILDING SCANNINGECS IMAGING INC 16,863.09
MAY'24 CAA CONTRACT SERVICES - BUILDINGCHARLES ABBOTT ASSOC INC 61,486.55 MAY'24 PLNG OFFICE SUPPLIESSTAPLES ADVANTAGE 192.89
BUILDING TOTAL: 78,542.53
CODE ENFORCEMENT
MAY'24 CAA CONTRACT SERVICES - CODE ENFORCEMENTCHARLES ABBOTT ASSOC INC 8,670.00 SK 6/08 LIFE STORAGE FOR CONFISCATED TACO STANDUS BANK PURCHASING CARD PROGRAM 631.20 CODE ENFORCEMENT TOTAL: 9,301.20
ENGINEERING (GENERAL)
JUN'24 WAREHOUSE LEASEPV MAINTENANCE INC 1,035.00
JUN'24 SOUTH OC ENG MEETING REIMB - QLQUANG LE 30.00
05/17/24-06/16/24 PUBLIC WORKS TABLETSAT&T 120.72
QL 6/23 WATER - ITE CONFERENCEQUANG LE 4.70
QL 6/26 BUS - ITE CONFERENCEQUANG LE 7.00
QL 6/26 BREAKFAST - ITE CONFERENCEQUANG LE 13.30
QL 6/23 DINNER - ITE CONFERENCEQUANG LE 31.92
QL 6/26 PARKING - ITE CONFERENCEQUANG LE 70.00
QL 6/23 BUS - ITE CONFERENCEQUANG LE 7.00
MAY'24 NPDESCHARLES ABBOTT ASSOC INC 18,382.50
MAY'24 SOLID WASTE SERVICESCHARLES ABBOTT ASSOC INC 4,020.00 MAY'24 ENG OFFICE SUPPLIESSTAPLES ADVANTAGE 550.37
SP 5/28 EB CEAOC LUNCH MEETING JUNE 24US BANK PURCHASING CARD PROGRAM 118.00 15 Description (Item)Vendor Name Amount
SP 5/23 APWA MEMBERSHIP RENEWALUS BANK PURCHASING CARD PROGRAM 297.50 ENGINEERING (GENERAL) TOTAL: 24,688.01
STREET MAINTENANCE
MAY'24 PVM STREET MAINTENANCE MOE TAXPV MAINTENANCE INC 12,548.90 MAY'24 ANHS GRADUATION EVT-PVM SUPPORTPV MAINTENANCE INC 7,464.38 MAY'24 STREET INVESTIGATIONCHARLES ABBOTT ASSOC INC 4,068.75 SP 6/20 ALMETEK-CATCH BASIN DRAIN TO OCEAN MARKERSUS BANK PURCHASING CARD PROGRAM 7,379.79 STREET MAINTENANCE TOTAL: 31,461.82
LAW ENFORCEMENT-OTHER
5/26-6/08/24 138 HRS-CROSSING GUARD SERVICESALL CITY MANAGEMENT SERVICES 4,271.10 05/17/24-06/16/24 PALS PHONE LINEAT&T 45.41
MAY'24 POLICE SERVICES OFFICE SUPPLIESSTAPLES ADVANTAGE 82.78 LAW ENFORCEMENT-OTHER TOTAL: 4,399.29
EOC
FY 23-24 EOC OPERATING SUPPLIESSTAPLES ADVANTAGE 6.00
MAY'24 EOC OFFICE SUPPLIESSTAPLES ADVANTAGE 31.90
DL 5/14 LIFE STORAGE - OFFSITE UNIT #961US BANK PURCHASING CARD PROGRAM 290.00 SL 6/13 AMAZON -FIRST AID KITS BLDG INSPECTOR KITSUS BANK PURCHASING CARD PROGRAM 252.70 SL 6/05 WALMART - CHAIRSUS BANK PURCHASING CARD PROGRAM 775.63 SL 6/22 QR CODE GENERATOR ACCOUNTUS BANK PURCHASING CARD PROGRAM 162.46 SL 6/16 AMAZON - FIRST AID KITS SHELTER TRAILERUS BANK PURCHASING CARD PROGRAM 96.88 EOC TOTAL: 1,615.57
GENERAL FUND TOTAL: 1,531,875.88
102 - GEN. FD-CITY HALL
JUL-SEP'24 CH MASTER HOA FEESALISO VIEJO COMMUNITY ASSOCIATION 2,035.92 2,035.92
NON-DEPARTMENTAL
JUN'24 CH INTERIOR PLANT MANTENANCEFOSTERS' GARDENS INC 115.00 JUN'24 CH JANITORIAL SUPPLESBRADY INDUSTRIES OF CALIFORNIA LLC 1,030.42 JUN'24 CH JANITORIAL SERVICESTEAM ONE MANAGEMENT SERVICES 2,700.00 JUN'24 CH LANDSCAPE MAINTENANCENIEVES LANDSCAPE INC 678.00 5/30/24-6/28/24 METER#16122180 CH GAS SVCTHE GAS COMPANY 200.95 KB 6/19 ZORO - PLUMBING TRAP PRIMMER CHUS BANK PURCHASING CARD PROGRAM 104.79 ACCT#65408/65407/65406 CH WATER SVCMOULTON NIGUEL WATER DIST 640.43 NON-DEPARTMENTAL TOTAL: 5,469.59
GEN. FD-CITY HALL TOTAL: 7,505.51
103 - GF-AV RECREATION SERVICES
REFUND_RESTORATIVE YOGA (SRR060)_B.PEGAHIBAMIK PEGAHI 80.00 REFUND FEE_RESTORATIVE YOGA (SRR060)_B.PEGAHIBAMIK PEGAHI (20.00)
60.00 RECREATION SERVICES
3/12/24 AVR INSPECTION FM-200 SEMI ANNUALMASTER PROTECTION LP 350.00 MAY'24 CREDIT CARD SERVICE FEES - POSCSG FORTE PAYMENTS, INC 753.10 MAY'24 CREDIT CARD SERVICE FEES - WEBCSG FORTE PAYMENTS, INC 4,406.49 MAY'24 AVR MAINTENANCEPV MAINTENANCE INC 123.00
SPRING2024-SPG039/040 MULTISPORT-15 PARTICIPANTSSKYHAWKS SPORTS ACADEMY, LLC 963.00 5/04 AVR LINEN DRY CLEANINGPRESTIGIOUS CLEANERS LLC 217.73 DEPARTMENT UNIFORM ORDER AVRMANHATTAN STITCHING COMPANY INC 1,729.39 6/05 AVR BOTTLED WATER SERVICEDS SERVICES OF AMERICA, INC 146.46 SEP'23 AT&T AVR INTERNET SERVICEAT&T 1,009.89
APR'24 GCF SECURITY SERVICESLYONS SECURITY SERVICE IN 1,212.75 MAY'24 AVR EVENT SECURITY SERVICESLYONS SECURITY SERVICE IN 4,095.00 SPRING2024-SPG032/028/030 GYMNASTICS-16 PARTICTUMBLE-N-KIDS, INC 786.60 JUN'24 AVR INTERIOR PLANT MAINTENANCEFOSTERS' GARDENS INC 110.00 MAY'24 AVR HVAC PREVENTATIVE MAINTENANCEHARBOR POINTE AIR CONDITIONING & CONTROL SYSTEMS, … 2,938.09 SPRING2024-SPG086 SOCCER-5 PARTICIPANTSBREAKTHROUGH SPORTS LLC 180.00 SUMMER2024-SRR084 BARBELL CLASS-1 PARTICIPANTL & O ALISO VIEJO, LLC 14.00 SUMMER2024-PAE018/072 ENRICHMENT -20 PARTICIPANTSLAURELINDA HAUKSSON 2,432.40 SUMMER2024-PAB001/PAK001/PAM001 SWIM-16 PARTICIPANPREMIER AQUATIC SERVICES 1,899.75 SUMMER2024-VOC001 VOLLEYBALL-10 PARTICIPANTSEDWIN RATLEDGE 900.00 16 Description (Item)Vendor Name Amount
SUMMER2024-BTS010 ALL SPORTS CAMP - 8 PARTICIPANTSBREAKTHROUGH SPORTS LLC 1,051.20 SUMMER2024-TNK001 GYNMNASTICS - 8 PARTICIPANTSTUMBLE-N-KIDS, INC 1,221.00 SUMMER2024-SSS001 SOCCER - 4 PARTICIPANTSROUND STAR WEST, LLC 744.00 SUMMER2024-SKY008 FOOTBALL - 13 PARTICIPANTSSKYHAWKS SPORTS ACADEMY, LLC 1,541.40 SUMMER2024-SRR078 PICKLEBALL - 5 PARTICIPANTSL & O ALISO VIEJO, LLC 245.00 SUMMER24-JAT001 TENNIS - 20 PARTICIPANTSJOHN DAVID ALLEN JR 1,506.00 SUMMER24-BTS005/BTS001 BASKETBALL-26 PARTICIPANTSBREAKTHROUGH SPORTS LLC 4,232.40 SUMMER24-SKY005 LACROSSE - 7 PARTICIPANTSSKYHAWKS SPORTS ACADEMY, LLC 844.80 SUMMER24-VOC002 VOLLEYBALL - 7 PARTICIPANTSEDWIN RATLEDGE 630.00 SUMMER24-PAK002/PAM002 SPLASH CAMP-22 PARTICIPANTSPREMIER AQUATIC SERVICES 5,434.50 SUMMER24-CNJ002/CNJ003/CNJ001 CODING-27 PARTICIPANM B B & D LLC 5,691.00 SUMMER24-PWT001/PWT002/PWT003 LEGOS-24 PARTICITIMOTHY DANA BOWEN 4,296.00 SUM24-PAE012/013/036/094/074/053/096/058 78-PARTIPLAURELINDA HAUKSSON 11,974.20 OCT'23 AT&T AVR INTERNET SERVICE - PREV SHORT PAIDAT&T 241.77 MAY'24 RCS OFFICE SUPPLIESSTAPLES ADVANTAGE 919.01
JUN'24 AVR JANITORIAL SUPPLESBRADY INDUSTRIES OF CALIFORNIA LLC 1,166.74 MAY'24 ACCT#4551 FARM ELECTRICITYSO CAL EDISON 332.92
MAY'24 ACCT#6247 AVR ELECTRICITYSO CAL EDISON 2,558.31
MAY'24 RENEWABLE FARMS - UTILITIESAARON FLORA (649.74)
APR'24 RENEWABLE FARMS - MAINTENANCE DEDUCT REIMBAARON FLORA 106.27 MAY'24 RENEWABLE FARMS - 90% GROSS REVENUEAARON FLORA 14,017.50 5/06/24-6/05/24 AVR ALARM/POTS LINEAT&T 1,242.06
JUN'24 PVM AVR MAINTENANCEPV MAINTENANCE INC 398.00
JUN'24 AT&T AVR INTERNET SERVICEAT&T 1,009.89
05/17/24-06/16/24 REC TABLETAT&T 40.24
05/17/24-06/16/24 REC PHONE LINESAT&T 181.64
JUN'24 AVR FIRST AID SUPPLIESCINTAS CORPORATION NO. 2 504.81 SUMMER24-SRR011/007/009 GYMNASTICS-21 PARTICIPANTSTUMBLE-N-KIDS, INC 831.60 SUMMER24-SRR159/156/153/150 TENNIS-19 PARTICIPANTSJOHN DAVID ALLEN JR 540.00 SUM24-PAE106/45/28/100/63/14/103/39/42/69-81PARTICLAURELINDA HAUKSSON 13,258.00 SUMMER24-VOC003 VOLLEYBALL-10 PARTICIPANTSEDWIN RATLEDGE 996.00 SUMMER24-TUT006 LITERARY CAMP-6 PARTICIPANTSFIT FIRST LLC 756.00 SUMMER24-BTS006/BTS002 BASKETBALL-15 PARTICIPANTSBREAKTHROUGH SPORTS LLC 2,490.00 SUMMER24-EVD001 ART CAMP-11 PARTICIPANTSERNA VAN DYK 1,377.00 SUMMER24-SKY011 GOLF CAMP-10 PARTICIPANTSSKYHAWKS SPORTS ACADEMY, LLC 1,128.00 SUMMER24-TTS001 CAMP BROADWAY-10 PARTICIPANTSJENNIFER BALES 1,290.00 SUMMER24-BCL001/LMS009 BEACH CAMP-2 PARTICIPANTSBEELER AQUATICS, INC 711.90 SUMMER24-PAB003/PAK003/PAM003 SPLASH CAMP-21 PARTIPREMIER AQUATIC SERVICES 5,199.75 SUMMER24-SRR004 MUSIC-6 PARTICIPANTSMUSIC MOVES ACADEMY INC 36.00 SUMMER24-PAB004/PAK004/PAM004 SPLASH CAMP-21 PARTIPREMIER AQUATIC SERVICES 5,226.75 SUMMER24-BST011 YOUTUBE MASTERS - 5 PARTICIPANTSBRAINSTORM STUDIOS, LLC 941.40 SUMMER24-SOC003 DANCE+1LATE - 13 PARTICIPANTSKIMBERLY DOWNEY ESMOND 1,433.80 SUMMER24-BTS015/013 SOCCER - 28 PARTICIPANTSBREAKTHROUGH SPORTS LLC 4,615.20 SUMMER24-SKT001 SKATEBOARDING-9 PARTICIPANTSCORAL BAY HOME LOANS 1,353.00 SUM24-PAE16/17/93/33/109/300/49/76/08/02-106 PARTLAURELINDA HAUKSSON 15,453.24 SUMMER24-BCL002 BEACH CAMP -1 PARTICIPANTBEELER AQUATICS, INC 371.70 SUMMER24-VOC004 VOLLEYBALL - 15 PARTICIPANTSEDWIN RATLEDGE 1,542.00 SUMMER24-SRR090 RENAISSANCE CLUBSPORT-3 PARTICIPANL & O ALISO VIEJO, LLC 42.00 JUN'24 AVR LANDSCAPE MAINTENANCENIEVES LANDSCAPE INC 2,262.67 JB 6/12 SUBWAY - CDC WEEK 2 STAFF LUNCHUS BANK PURCHASING CARD PROGRAM 34.95 JB 6/05 SUBWAY - CDC WEEK 1 STAFF LUNCHUS BANK PURCHASING CARD PROGRAM 41.43 JB 6/07 DISCOVERY SCIENCE CTR-6/06 CDC EXCURSIONUS BANK PURCHASING CARD PROGRAM 453.00 JB 6/17 MEDIEVAL TIMES BALANCE-6/20 CDC EXCURSIONUS BANK PURCHASING CARD PROGRAM 1,558.50 JB 6/01 THE HOME DEPOT - BLACK TRASH BAGSUS BANK PURCHASING CARD PROGRAM 26.91 JNL 5/25 RALPHS - ICE FOR RENTALUS BANK PURCHASING CARD PROGRAM 17.23 JNL 5/25 RALPHS - ICE FOR RENTALUS BANK PURCHASING CARD PROGRAM 25.80 JNL 5/25 CANON DIRECT - CAMERA LENSUS BANK PURCHASING CARD PROGRAM 323.24 KB 5/21 THE HOMEDEPOT - MAINTENANCE SUPPLIES AVRUS BANK PURCHASING CARD PROGRAM 126.39 KB 6/18 THE HOMEDEPOT - TRASH REPAIR HARDWARE AVRUS BANK PURCHASING CARD PROGRAM 82.57 LM 6/19 AUNT MOLLYS BARRE TRASH BARREL REPLACEMENTUS BANK PURCHASING CARD PROGRAM 1,467.00 ACCT#105234/104936/104935/104986 RANCH WATER SVCMOULTON NIGUEL WATER DIST 1,322.90 ACCT#104519-104515 FARM WATER SVCMOULTON NIGUEL WATER DIST 329.70 6/05/24-6/19/24 WEEKS 1-3 CAMPS - FIELD USEFACILITRON, INC. 1,156.55 17 Description (Item)Vendor Name Amount
5/26-6/16 AVR LINEN DRY CLEANINGPRESTIGIOUS CLEANERS LLC 1,206.58 RECREATION SERVICES TOTAL: 155,777.33
GF-AV RECREATION SERVICES TOTAL: 155,837.33
203 - GAS TAX
TRAFFIC ENGINEERING
MAY'24 TRAFFIC SIGNAL MONITORINGHARTZOG & CRABILL INC 3,058.29 MAY'24 STORM DRAIN CONDITION ASSESSMENTWOOD RODGERS, INC 18,473.75 TRAFFIC ENGINEERING TOTAL: 21,532.04
STREET MAINTENANCE
MAY'24 PVM STREET MAINTENANCE GAS TAXPV MAINTENANCE INC 48,113.22 JUN'24 ST LIGHTS & TRAFFIC CTRLRSSAN DIEGO GAS & ELECTRIC 2,677.81 MAY'24 ACCT#8254 TC1 ST LIGHTS ELECTRICITYSO CAL EDISON 4,186.17 JUN'24 PVM STREET MAINTENANCEPV MAINTENANCE INC 43,948.33 JUN'24 PVM STREET MAINT - PACIFIC PARK SINKHOLEPV MAINTENANCE INC 18,300.00 MAY'24 TRAFFIC SIGNAL MAINTENANCE ROUTINEBEAR ELECTRICAL SOLUTIONS INC 3,162.60 MAY'24 TRAFFIC SIGNAL MAINTENANCE RESPONSEBEAR ELECTRICAL SOLUTIONS INC 8,636.11 JUN'24 STREET SWEEPING SERVICESSCA OF CA LLC 8,668.66
JUN'24 DATABASE MAINT + 43 TICKETSUNDERGROUND SERVICE ALERT OF SOUTHERN CA 85.25 JUN'24 MEDIANS LANDSCAPE MAINTENANCENIEVES LANDSCAPE INC 1,586.00 MAY'24 MTR#5675 CALLE CORTEZ MEDIAN WATEREL TORO WATER DISTRICT 0.01 MAY'24 MTR#5675 CALLE CORTEZ MEDIAN WATEREL TORO WATER DISTRICT 228.01 JUN'24 ACCT#6377 LS2 ST LIGHTSSO CAL EDISON 1,301.82
JUN'24 ACCT#7241 LS1 ST LIGHTSSO CAL EDISON 17,501.55
ACCT#64613/64615/65346 MEDIANS WATER SVCMOULTON NIGUEL WATER DIST 796.68 STREET MAINTENANCE TOTAL: 159,192.22
GAS TAX TOTAL: 180,724.26
204 - MEASURE M
GEN-MEASURE M
MAY'24 SMP M2 FUND TRANSPORTATION SVCCABCO YELLOW INC 3,626.00 GEN-MEASURE M TOTAL: 3,626.00
MEASURE M TOTAL: 3,626.00
215 - PUBLIC SAFETY GRANTS
LAW ENFORCEMENT-OTHER
JUN'24 AUTOMATED FINGERPRINT IDENTIFICATION SYSTEMCOUNTY OF ORANGE 1,843.00 LAW ENFORCEMENT-OTHER TOTAL: 1,843.00
PUBLIC SAFETY GRANTS TOTAL: 1,843.00
225 - INTEGRATED WASTE MGMT FD
GEN-TECHNOLOGY GRANTS
MAY'24 CAA CONTRACT SERVICES - SB1383CHARLES ABBOTT ASSOC INC 1,720.00 GEN-TECHNOLOGY GRANTS TOTAL: 1,720.00
INTEGRATED WASTE MGMT FD TOTAL: 1,720.00
241 - TECHNOLOGY FUND
GEN-TECHNOLOGY GRANTS
JUN'24-CC MTGS 6/5 & 6/19 & ADMINERIC WINTER 883.76
GEN-TECHNOLOGY GRANTS TOTAL: 883.76
TECHNOLOGY FUND TOTAL: 883.76
251 - FEDERAL GRANTS
OTHER GRANTS
JAN-JUN'24 HAZARD MITIGATION PLAN CONSULTANT SVCSATLAS PLANNING SOLUTIONS 6,069.00 OTHER GRANTS TOTAL: 6,069.00
GEN-FEDERAL GRANT
89 PLAYA - VINYL FLOORING AND INSTALLBRIAN BINIASZ 9,736.00 89 PLAYA - PAINT DRYWALL BASE BOARDS PATCHING MISCASTRO PAINTING CO. INC 15,060.00 JUN'24 89 PLAYA - DEEP CLEANINGTEAM ONE MANAGEMENT SERVICES 400.00 KB 6/03 THE HOMEDEPOT - LIGHTING RETURN 89 PLAYAUS BANK PURCHASING CARD PROGRAM (18.30) 18 Description (Item)Vendor Name Amount
KB 6/03 THE HOMEDEPOT-DISHWASHER INSTALL CREDITUS BANK PURCHASING CARD PROGRAM (188.99) KB 6/03 THE HOMEDEPOT- THERMOSTAT RETURN 89 PLAYAUS BANK PURCHASING CARD PROGRAM (140.07) KB 5/22 THE HOMEDEPOT - PLUMBING SUPPLIES 89 PLAYAUS BANK PURCHASING CARD PROGRAM 13.43 KB 6/03 LOWES-DISHWASHER INSTALLATION KIT 89 PLAYAUS BANK PURCHASING CARD PROGRAM 15.42 KB 5/23 THE HOMEDEPOT - APPLIANCES 89 PLAYAUS BANK PURCHASING CARD PROGRAM 3,848.64 KB 5/29 THE HOMEDEPOT- LIGHTING/ELEC SUPPL 89 PLAYUS BANK PURCHASING CARD PROGRAM 288.34 KB 6/03 THE HOMEDEPOT - LIGHTING 89 PLAYAUS BANK PURCHASING CARD PROGRAM 30.13 KB 5/22 THE HOMEDEPOT - PLUMBING SUPPLIES 89 PLAYAUS BANK PURCHASING CARD PROGRAM 40.79 KB 6/03 THE HOMEDEPOT - MISC SUPPLIES 89 PLAYAUS BANK PURCHASING CARD PROGRAM 153.86 GEN-FEDERAL GRANT TOTAL: 29,239.25
FEDERAL GRANTS TOTAL: 35,308.25
261 - CITY FAC.-AQUATIC CENTER
GEN-AQUATIC CENTER
JUN'24 AQC HYDROJET WATER DRAIN LINES BY PUMPUNITED BUILDING AND DEVELOPMENT SERVICES LLC 1,498.00 MAY'24 AQC LANDSCAPE MAINTENANCE-IRRIGATION REPAIRNIEVES LANDSCAPE INC 135.00 MAY'24 AQC POOL CHEMICALS - CHLORINE & ACIDHASA INC 2,164.16 JUN'24 AQC POOL CHEMICALS - ACIDHASA INC 143.09
MAY'24 REIMB AQC 5/01 JACKRABBIT SERVICESPREMIER AQUATIC SERVICES 315.00 MAY'24 REIMB AQC 5/13 ALPHA WATER- POOL CHEMPREMIER AQUATIC SERVICES 151.39 MAY'24 REIMB AQC 5/21 LESLIE'S - TESTING REAGENTSPREMIER AQUATIC SERVICES 51.69 MAY'24 REIMB AQC 5/21 LESLIE'S - TESTING REAGENTSPREMIER AQUATIC SERVICES 74.32 MAY'24 REIMB AQC 5/13 ALPHA WATER- POOL CHEMPREMIER AQUATIC SERVICES 71.24 MAY'24 REIMB AQC 5/20 AMAZON-POOL NOODLESPREMIER AQUATIC SERVICES 62.48 MAY'24 REIMB AQC 5/20 AMAZON-PRIZES FOR GRAD BINPREMIER AQUATIC SERVICES 65.36 MAY'24 REIMB AQC 5/07 AMAZON - SUPPLIES SWIM PROGPREMIER AQUATIC SERVICES 84.33 MAY'24 REIMB AQC 5/31 GOOGLE ADD SPENDPREMIER AQUATIC SERVICES 447.00 MAY'24 REIMB AQC 5/31 FACEBOOK AD MARKETINGPREMIER AQUATIC SERVICES 620.21 JUN'24 ACCT#6701 AQC INTERNETCOX COMMUNICATIONS, INC 509.30 MAY'24 PVM AQC MAINTENANCEPV MAINTENANCE INC 550.00
JUN'24 PVM AQC MAINTENANCEPV MAINTENANCE INC 976.67
JUN'24 AQC JANITORIAL SERVICESTEAM ONE MANAGEMENT SERVICES 2,100.00 JUN'24 AQC LANDSCAPE MAINTENANCENIEVES LANDSCAPE INC 912.48 AE 5/27 NELMAR - GARDA CASHLINK BAGS FOR AQCUS BANK PURCHASING CARD PROGRAM 94.82 APR-JUN'24-AQ CTR-MTR#4987 ELECTRICITYALISO VIEJO BANQUET CENTER LLC 3,978.15 EM 6/14 THE HOME DEPOT - DRAIN SEALS AQCUS BANK PURCHASING CARD PROGRAM 74.30 EM 6/14 THE HOME DEPOT - DRAIN CLEANER AQCUS BANK PURCHASING CARD PROGRAM 40.24 EM 6/18 THE HOME DEPOT - SIKA SEALANT AQCUS BANK PURCHASING CARD PROGRAM 199.24 EM 6/18 THE HOME DEPOT - SIKA SEALANT AQCUS BANK PURCHASING CARD PROGRAM 253.58 KB 6/19 SCP DISTRIBUTORS - POOL EQUIP MAINT AQCUS BANK PURCHASING CARD PROGRAM 257.34 ACCT#64095/64096 AQC WATER SVCMOULTON NIGUEL WATER DIST 532.91 GEN-AQUATIC CENTER TOTAL: 16,362.30
CITY FAC.-AQUATIC CENTER TOTAL: 16,362.30
311 - STREET IMPROVEMENTS
ENTERPREISE REHAB - RETENTION RELEASEHARDY & HARPER INC 65,406.24 65,406.24
STREETS & HIGHWAYS
MAY'24 ENTERPRISE REHAB INSPECTION SERVICESCIVIL SOURCE, AN NV5 COMPANY 819.60 STREETS & HIGHWAYS TOTAL: 819.60
STREET IMPROVEMENTS TOTAL: 66,225.84
331 - CAPITAL IMPROVEMENTS
CAPITAL IMPROVEMENTS
MAY'24 IGLESIA PARK NEW PKG UNIT HVAC SYST INSTALLHARBOR POINTE AIR CONDITIONING & CONTROL SYSTEMS, … 10,620.51 CAPITAL IMPROVEMENTS TOTAL: 10,620.51
CAPITAL IMPROVEMENTS TOTAL: 10,620.51
332 - STORM WATER
DRAINAGE IMPROVEMENTS
JUN'24 PVM #091 DAIRY FORK WETLANDS MAINTENANCEPV MAINTENANCE INC 369.00 19 Description (Item)Vendor Name Amount
JUN'24 PVM WOOD CANYON WETLANDS MAINTENANCEPV MAINTENANCE INC 772.00 DRAINAGE IMPROVEMENTS TOTAL: 1,141.00
STORM WATER TOTAL: 1,141.00
731 - CFD 2005-01
TRUST FUND
FY 23-24 CFD ADMINISTRATION FEESTHE BANK OF NEW YORK 170.00 TRUST FUND TOTAL: 170.00
CFD 2005-01 TOTAL: 170.00
GRAND TOTAL: 2,013,843.64
Fund Summary
Payment AmountFund Expense Amount
101 - GENERAL FUND 1,531,875.881,531,875.88
102 - GEN. FD-CITY HALL 7,505.517,505.51
103 - GF-AV RECREATION SERVICES 155,837.33155,837.33
203 - GAS TAX 180,724.26180,724.26
204 - MEASURE M 3,626.003,626.00
215 - PUBLIC SAFETY GRANTS 1,843.001,843.00
225 - INTEGRATED WASTE MGMT FD 1,720.001,720.00
241 - TECHNOLOGY FUND 883.76883.76
251 - FEDERAL GRANTS 35,308.2535,308.25
261 - CITY FAC.-AQUATIC CENTER 16,362.3016,362.30
311 - STREET IMPROVEMENTS 66,225.8466,225.84
331 - CAPITAL IMPROVEMENTS 10,620.5110,620.51
332 - STORM WATER 1,141.001,141.00
731 - CFD 2005-01 170.00170.00
2,013,843.64Grand Total: 2,013,843.64
20 Accounts Payable Payable Dates: 06/07/2024 - 07/03/2024 7/3/2024 5:02:25 PM Page 10 of 12
Report Summary
Fund Summary
Payment AmountFund
101 - GENERAL FUND 1,531,875.88
102 - GEN. FD-CITY HALL 7,505.51
103 - GF-AV RECREATION SERVICES 155,837.33
203 - GAS TAX 180,724.26
204 - MEASURE M 3,626.00
215 - PUBLIC SAFETY GRANTS 1,843.00
225 - INTEGRATED WASTE MGMT FD 1,720.00
241 - TECHNOLOGY FUND 883.76
251 - FEDERAL GRANTS 35,308.25
261 - CITY FAC.-AQUATIC CENTER 16,362.30
311 - STREET IMPROVEMENTS 66,225.84
331 - CAPITAL IMPROVEMENTS 10,620.51
332 - STORM WATER 1,141.00
731 - CFD 2005-01 170.00
2,013,843.64Grand Total:
Account Summary
Payment AmountAccount Number Account Name
101-1203-000 ACCOUNTS RECEIVABLE 2,195.87
101-1301-000 PREPAID EXPENSES 3,005.70
101-2506-000 MEDICAL INSURANCE P… 22,709.35
101-2507-000 LIFE INSURANCE PAYABLE 1,439.57
101-2601-000 REFUNDABLE DEPOSIT 9,000.00
101-2602-000 PLANNING DEPOSIT 1,166.20
101-2603-000 ENGINEERING DEPOSIT 6,996.25
101-2606-000 C & D DEPOSIT 4,850.00
101-4-1101-4501-000 ADVERTISING & PROMO… 366.69
101-4-1101-4511-000 COMMUNICATION 237.11
101-4-1101-4520-000 MTGS/CONF./TRNG & D… 615.20
101-4-1501-4206-000 MEDICAL INSURANCE 202.19
101-4-1501-4225-000 VEHICLE/CELL 98.96
101-4-1501-4511-000 COMMUNICATION 95.85
101-4-1501-4520-000 MTGS/CONF./TRNG & D… 526.70
101-4-1501-4521-000 MEMBERSHIP & DUES 200.00
101-4-1502-4302-000 ECONOMIC DEVELOPM… 5,902.00
101-4-1502-4781-000 C.S-OTHER 797,621.10
101-4-1503-4309-000 OTHER CONTRACTUAL S… 290.82
101-4-1503-4520-000 MTGS/CONF./TRNG & D… 606.06
101-4-1601-4520-000 MTGS/CONF./TRNG & D… 2,328.59
101-4-1601-4521-000 MEMBERSHIP & DUES 475.00
101-4-1601-4601-000 SUPPLIES 13.13
101-4-2101-4304-000 LEGAL SERVICES 27,160.20
101-4-2101-4532-000 SPECIAL PROJECTS 2,351.90
101-4-2101-4735-000 LITIGATION 74.40
101-4-2501-4301-000 PROFESSIONAL SERVICES 3,963.56
101-4-2501-4309-000 OTHER CONTRACTUAL S… 378.69
101-4-3101-4301-000 PROFESSIONAL SERVICES 5,383.34
101-4-3101-4305-000 TECHNOLOGY SERVICES 9,542.32
101-4-3101-4481-000 COMPUTER EXPENSE 1,076.13
101-4-3101-4601-000 SUPPLIES 244.46
101-4-3501-4301-000 PROFESSIONAL SERVICES 890.10
101-4-3501-4422-000 EQUIP RENTAL LEASE - P… 609.90
101-4-3501-4431-000 BUILDING & GROUND M… 5,458.99
101-4-3501-4471-000 RENT 958.08
101-4-3501-4513-000 PRINTING 253.87
101-4-3501-4517-000 VEHICLE MAINTENANCE 35.00
101-4-3501-4521-000 MEMBERSHIP & DUES 7,601.00
21 Accounts Payable Payable Dates: 06/07/2024 - 07/03/2024 7/3/2024 5:02:25 PM Page 11 of 12
Account Summary
Payment AmountAccount Number Account Name
101-4-3501-4522-000 INSURANCE EXPENSES 386,052.00
101-4-3501-4542-000 INTEREST EXPENSE - LEA… 84.30
101-4-3501-4601-000 SUPPLIES 860.05
101-4-3501-4612-000 OPERATING SUPPLIES 2,907.57
101-4-4101-4206-000 MEDICAL INSURANCE 314.00
101-4-4101-4501-000 ADVERTISING & PROMO… 8,028.20
101-4-4101-4520-000 MTGS/CONF./TRNG & D… 843.88
101-4-4101-4524-000 RECREATION-SENIOR TR… 906.50
101-4-4101-4531-000 COMMUNITY OUTREACH 1,011.62
101-4-4102-4411-000 UTILITIES 1,538.00
101-4-4102-4431-000 BUILDING & GROUND M… 30,389.81
101-4-4103-4411-000 UTILITIES 1,705.39
101-4-4103-4431-000 BUILDING & GROUND M… 1,311.21
101-4-4104-4529-000 REC-YOUTH PROGRAMS 12,348.27
101-4-4401-4206-000 MEDICAL INSURANCE 157.00
101-4-4401-4305-000 PLANNING TECHNOLOGY… 4,050.00
101-4-4401-4520-000 MTGS/CONF./TRNG & D… 2,435.38
101-4-4402-4513-000 PRINTING 16,863.09
101-4-4402-4601-000 SUPPLIES 192.89
101-4-4402-4751-000 C.S-BUILDING 61,486.55
101-4-4403-4761-000 C.S-CODE ENFORCEMENT 9,301.20
101-4-4501-4471-000 RENT 1,035.00
101-4-4501-4520-000 MTGS/CONF/TRNG & D… 281.92
101-4-4501-4521-000 MEMBERSHIP & DUES 297.50
101-4-4501-4601-000 SUPPLIES 550.37
101-4-4501-4612-000 OPERATING SUPPLIES 120.72
101-4-4501-4701-000 NPDES 18,382.50
101-4-4501-4702-000 AB939-SOLID WASTE 4,020.00
101-4-4503-4771-000 C.S-STREET MAINTENAN… 31,461.82
101-4-5102-4511-000 COMMUNICATION 45.41
101-4-5102-4612-000 OPERATING SUPPLIES 82.78
101-4-5102-4721-000 C.S-CROSSING GUARDS 4,271.10
101-4-5401-4471-000 RENT 290.00
101-4-5401-4612-000 OPERATING SUPPLIES 1,325.57
102-1301-000 PREPAID EXPENSES 2,035.92
102-4-3501-4411-000 UTILITIES 841.38
102-4-3501-4431-000 BUILDING & GROUND M… 4,628.21
103-34161 CONTRACT CLASSES 80.00
103-34169 REFUNDS -20.00
103-4-4105-4305-000 TECHNOLOGY SERVICES 3,503.61
103-4-4105-4309-000 OTHER CONTRACTUAL S… 107,337.14
103-4-4105-4411-000 UTILITIES 3,881.21
103-4-4105-4431-000 BUILDING & GROUND M… 11,652.46
103-4-4105-4451-000 FARM OPERATING EXPE… 15,349.40
103-4-4105-4511-000 COMMUNICATION 221.88
103-4-4105-4561-000 TAXES/FEES/PERMITS 5,159.59
103-4-4105-4570-000 CITY CAMP EXPENSE 2,087.88
103-4-4105-4601-000 SUPPLIES 1,963.46
103-4-4105-4612-000 OPERATING SUPPLIES 3,153.70
103-4-4105-4620-000 MINOR EQUIPMENT 1,467.00
203-4-4502-4301-000 PROFESSIONAL SERVICES 21,532.04
203-4-4503-4411-000 UTILITIES 26,692.05
203-4-4503-4771-000 C.S-STREET MAINTENAN… 123,831.51
203-4-4503-4772-000 C.S-STREET SWEEPING 8,668.66
204-4-6104-4309-000 OTHER CONTRACTUAL S… 3,626.00
215-4-5102-4803-000 PUBLIC SAFETY EQUIPM… 1,843.00
225-4-6141-4309-000 OTHER CONTRACTUAL S… 1,720.00
241-4-6141-4309-000 OTHER CONTRACTUAL S… 883.76
22 Accounts Payable Payable Dates: 06/07/2024 - 07/03/2024 7/3/2024 5:02:25 PM Page 12 of 12
Account Summary
Payment AmountAccount Number Account Name
251-4-6131-4309-000 OTHER CONTRACTUAL S… 6,069.00
251-4-6151-5920-000 ACQUISITION 29,239.25
261-4-6161-7402-000 COMPUTER EXPENSE 315.00
261-4-6161-7411-000 UTILITIES 5,020.36
261-4-6161-7421-000 BUILDING & GROUND M… 6,996.85
261-4-6161-7425-000 POOL MAINTENANCE 2,655.89
261-4-6161-7431-000 SUPPLIES 94.82
261-4-6161-7433-000 OPERATING SUPPLIES 212.17
261-4-6161-7441-000 MARKETING 1,067.21
311-2103-000 RETENTIONS PAYABLE 65,406.24
311-4-8301-5601-000 CONSTRUCTION MANA… 819.60
331-4-8701-5910-000 IMPROVEMENTS 10,620.51
332-4-8601-5911-000 REHABILITATION 1,141.00
731-4-7501-4542-000 INTEREST & FISCAL CHGS 170.00
Grand Total: 2,013,843.64
Project Account Summary
Payment AmountProject Account Key
**None** 1,982,083.59
0305911 772.00
0435910 10,620.51
0915911 369.00
10004309 6,069.00
1285601 819.60
9014612 524.41
9264520 246.25
9284520 30.00
9304520 338.95
9974570 2,087.88
ENG 2250 813.75
ENG 2252 803.75
ENG 2256 3,725.00
ENG 5003 236.25
ENG 5004 236.25
ENG 5005 236.25
ENG 5057 945.00
GPA-2024-00002 538.81
SB13834309 1,720.00
SDP-2023-00010 317.39
USE-2023-00028 310.00
Grand Total: 2,013,843.64
23 City of Aliso Viejo
AGENDA ITEM
DATE: July 17, 2024
TO: Mayor and City Council
FROM: Ann Eifert, Director of Financial Services/City Treasurer SUBJECT: TREASURER’S STATEMENT – MAY 2024
Recommended Action:
Receive and file the May 2024 Treasurer’s Statement.
Fiscal Impact:
No Fiscal Impact.
Background:
Per City policy, the Finance Department presents the monthly Treasurer’s Statement for the City Council’s review. This statement shows the cash balances for the various funds, with a breakdown of bank account balances, investment account balances and the effective yield earned from investments.
Discussion:
The City’s portfolio consists of investments in Certificates of Deposits, US Treasuries, US Federal Agencies, Corporate Bonds, and Local Agency Investment Fund (LAIF). All funds invested with LAIF are available for withdrawal within 24 hours.
The Treasurer’s Statement provides information regarding the City’s investment portfolio and activity during the reporting month. The City’s investment portfolio is in compliance with all government codes as well as the City’s investment policy. Interest is credited to the City’s bank account monthly and allocated among the City’s funds. The current portfolio provides sufficient cash flow liquidity to meet the upcoming operating expenses and spending requirements for the next 6 months.
Attachment:
1. May 2024 Treasurer’s Statement
24 TREASURER'S MONTHLY CASH STATEMENT
BEGINNING TRANSFERS ENDING
BALANCE RECEIPTS DISBURSEMENTS IN (OUT) BALANCE
GENERAL FUND 1,195,896.25 $ 4,493,831.86 $ 4,154,158.33 $ - $ 1,535,569.78$ TCRF 73,350.77 $ 73,350.77
GAS TAX FUND 1,112,312.15 $ 103,922.83 137,574.48 1,078,660.50 MEASURE M 1,536,573.45 $ 160,893.71 2,240.00 1,695,227.16 SB1-RMRA 534,449.45 $ 116,561.33 651,010.78 PUBLIC SAFETY GRANTS 293,328.79 $ 5,932.50 287,396.29 (1) AIR QUALITY IMPRVMNT FD 1,410,368.01$ 1,410,368.01 INTEGRATED WASTE MGMT FD 58,964.56$ 139,546.00 2,107.50 196,403.06 OTHER GRANTS (190,638.35) $ 219,322.67 11,400.00 17,284.32 TECHNOLOGY GRANT 362,229.66 $ 18,326.43 14,360.51 366,195.58 DEVELOPMENT IMPACT 1, 377,777.33$ 1,377,777.33
FEDERAL GRANTS (102,820.26) $ 18,972.80 36,305.53 (120,152.99) CITY FACILITY - AV CTR 179,758.92 $ 179,758.92 CITY FACILITY - AQUATIC CTR (107,276.36)$ 97,776.97 99,681.92 (109,181.31) STREET IMPROVEMENTS 39,760.90 $ 11,714.44 284,257.79 (232,782.45) (2) CAPITAL IMPROVEMENTS (33,700.00)$ 6,015.14 (39,715.14) (2) STORM WATER (612.43) $ 7,459.00 (8,071.43) (2) COP CAPITAL - $ - (2) COP (5,224.08) $ (5,224.08)
AV RANCH FOUNDATION 100.00 $ 100.00
CFD 2005-01 (4,919.87) $ 21,826.00 22,672.00 (5,765.87) RENEWABLE FARMS 2,699.52 $ 2,699.52
COMMUNITY TRUST 5,562.68 $ 5,562.68
TOTALS 7,737,941.09 $ 5,402,695.04 $ 4,784,164.70 $ - $ 8,356,471.43$ SUMMARY OF CASH:
DEMAND DEPOSITS: GENERAL ACCOUNT 979,927.26 $
INVESTMENTS: LOCAL AG ENCY INVESTMENT FD 7,376,544.17$
TOTAL CASH 8,356,471.43 $
Years to Maturity for May 2024 1.41
Weighted Average Yield for May 2024 3.970%
All investments are placed in accordance with the City of Aliso Viejo's Investment Policy.
The above summary provides sufficient cash flow liquidity to meet the next six month's estimated expenditures.
Other monies held include Cash with Fiscal Agent, Investments, Payroll and AV Center. 43,961,265.25$ Cash With Fiscal Agent COPS/CFD 2005-01 5,154,841.65
Cash With Investment Advisor City Investments 35,860,832.96 AV Center 2,683,225.41
PR Account 259,514.85
Petty Cash 2,850.38
GRAND TOTAL OF CITY FUNDS 52,317,736.68 $
(1) Public Safety Grant includes the MDC and PVS Program Costs budgeted with SLESF funds. (2) Transfers in and out are done on a quarterly basis.
Street Improvements include the Slurry Seal, Traffic Management and Street Improvement Projects.
Capital Improvements include City Hall, AV Ranch, and other city facilities.
Storm Water includes the Dairy Fork and Wood Canyon Emergent Wetland Project.
CITY OF ALISO VIEJO
May 31, 2024
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31 Local Agency Investment Fund
P.O. Box 942809
Sacramento, CA 94209-0001
(916) 653-3001
CITY OF ALISO VIEJO
DIRECTOR OF FINANCIAL SVCS/ CITY TREAS
12 JOURNEY , #100
ALISO VIEJO, CA 92656
Account Number: 98-30-007
May 2024 Statement
Effective
Date
Transaction
Date
Tran
Type Confirm
Number
Web
Confirm
Number Authorized Caller Amount
5/10/2024 5/9/2024 RD 1753036 1713472 ANN EIFERT 3,000,000.00 5/21/2024 5/21/2024 RW 1753409 1713840 ANN EIFERT -250,000.00 5/30/2024 5/30/2024 RW 1753678 1714099 ANN EIFERT -1,500,000.00 Account Summary
Total Deposit: 3,000,000.00 Beginning Balance: 6,126,544.17 Total Withdrawal: -1,750,000.00 Ending Balance: 7,376,544.17 32 May 4.332
April 4.272
March 4.232
February 4.122
January 4.012
December 3.929
LAIF Apportionment Rate(2): 4.30
LAIF Earnings Ratio(2): 0.00011755619077389
LAIF Administrative Cost(1)*: 0.27
PMIA Average Life(1): 226
LAIF Fair Value Factor(1): 0.994191267
PMIA Daily(1): 4.22
PMIA Quarter to Date(1): 4.12
Treasuries
58.43%
Agencies
22.59%
Certificates of
Deposit/Bank Notes
8.84%
Time
Deposits
2.99%
Commercial
Paper
6.54%
Corporate
Bonds
0.41%
Loans
0.20%
Notes: The apportionment rate includes interest earned on the CalPERS Supplemental Pension Payment pursuant to Government Code 20825 (c)(1) and interest earned on the Wildfire Fund loan pursuant to Public Utility Code 3288 (a). *The percentage of administrative cost equals the total administrative cost divided by the quarterly interest earnings. The law provides that administrative costs are not to exceed 5% of quarterly EARNINGS of the fund. However, if the 13-week Daily Treasury Bill Rate on the last day of the fiscal year is below 1%, then administrative costs shall not exceed 8% of quarterly EARNINGS of the fund for the subsequent fiscal year.
Source:
(1) State of California, Office of the Treasurer
(2) State of Calfiornia, Office of the Controller
PMIA Average Monthly
Effective Yields(1)
PMIA/LAIF Performance Report
as of 6/05/24
Daily rates are now available here. View PMIA Daily Rates Quarterly Performance
Quarter Ended 03/31/24
Chart does not include $1,969,000.00 in mortgages, which equates to 0.001%. Percentages may not total 100% due to rounding.
Pooled Money Investment Account
Monthly Portfolio Composition (1)
4/30/24
$171.5 billion
33 City of Aliso Viejo
AGENDA ITEM
DATE: July 17, 2024
TO: Mayor and City Council
FROM: Ann Eifert, Director of Financial Services/City Treasurer SUBJECT: INVESTMENT POLICY FOR FISCAL YEAR 2024-25
Recommended Action:
Adopt a Resolution approving the Investment Policy for Fiscal Year 2024-25 and rescinding Resolution No. 2023-21 in its entirety.
Fiscal Impact:
The adoption of the Investment Policy will allow for the continual investment of the City’s idle cash, which will provide additional revenue to the City.
Background:
California Government Code Section 53646 and best management practices dictate that local agencies prepare and update an investment policy on an annual basis. The City’s Investment Policy complies with the California Government Code and the guidelines recommended by the State and California Municipal Treasurer’s Association.
The investment policy states the goals of the City’s investment activities, the types of investments allowed by the Government Code, and reporting requirements. The City’s investment goals are, in order of priority, safety, liquidity, and yield. The purpose of the Investment Policy is to identify the policies and procedures that enhance opportunities for a prudent and systematic investment process and to organize and formalize investment- related activities.
Discussion:
Submitted for Council’s review and adoption is the FY 2024-25 Investment Policy, its accompanying resolution, and an administrative policy containing guidelines for investments and internal control. Staff has consulted with the City’s investment advisor and is recommending increasing the maximum percentage of portfolio allowed for money market funds from 10% to 20%. This will allow the City to take advantage of higher 34
interest rates while still maintaining the same liquidity and safety as LAIF. There are no other significant changes to the proposed FY 2024-25 Investment Policy.
Attachments:
1. Resolution
2. Investment Policy & Investment Guidelines, Strategy & Internal Control – Clean
3. Investment Policy & Investment Guidelines, Strategy & Internal Control – Redline
4. Resolution No. 2023-21
35
RESOLUTION NO. 2024-___
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALISO
VIEJO, CALIFORNIA, REPEALING RESOLUTION NO. 2023-21, AND ADOPTING AN INVESTMENT POLICY FOR FISCAL YEAR 2024-25
WHEREAS, Government Code Section 53600 et seq. sets forth the State of California’s policy with regard to the importance of the solvency and creditworthiness of each individual local agency and the protection thereof; and WHEREAS, the City of Aliso Viejo is a local agency subject to the provisions of Government Code Section 53600 et seq.; and
WHEREAS, Government Code Section 53646 requires local agencies, such as the City of Aliso Viejo to consider annually a statement of investment policy, after review and consideration at a public meeting; and
WHEREAS, at a regular public meeting of the City Council the Council considered a statement of investment policy for the City, entitled City of Aliso Viejo Statement of Investment Policy for Fiscal Year 2024-25attached hereto as Exhibit “A” and incorporated herein;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALISO VIEJO AS FOLLOWS:
Section 1. The statement of investment attached hereto as Exhibit “A” entitled City of Aliso Viejo Statement of Investment Policy for Fiscal Year 2024-25 is adopted as the City’s Investment Policy.
Section 2. Resolution No. 2023-21 is hereby repealed
Section 3. This Resolution shall be effective July 1, 2024.
Section 4. The City Clerk shall certify as to the adoption of this Resolution. 36 PASSED, APPROVED AND ADOPTED this 17th day of July, 2024. __________________________
Mike Munzing
Mayor
APPROVED AS TO FORM: ATTEST:
__________________________ ___________________________
Scott C. Smith, City Attorney Lauren Torres, Deputy City Clerk 37
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ALISO VIEJO )
I, LAUREN TORRES, Deputy City Clerk of the City of Aliso Viejo, California, DO HEREBY CERTIFY that the foregoing is the original of Resolution No. 2024-__ duly passed and adopted by the City Council of the City of Aliso Viejo at their regular meeting held on the 17th day of July, 2024, by the following roll call vote, to wit:
AYES:
NOES:
ABSENT:
___________________________
LAUREN TORRES
DEPUTY CITY CLERK
38 City of Aliso Viejo 2024-25 Investment Policy Page i EXHIBIT “A”
CITY OF ALISO VIEJO
STATEMENT OF INVESTMENT POLICY
FOR FISCAL YEAR 2024-25
AS ADOPTED July 17, 2024
CITY COUNCIL
Mayor Mike Munzing
Mayor Pro Tem Tiffany Ackley
Council Member Ross Chun
Council Member Max Duncan
Council Member Richard Hurt
39 City of Aliso Viejo 2024-25 Investment Policy Page ii
TABLE OF CONTENTS
Statement of Investment Policy 1
Objectives 1
Scope of Funds 2
Prudent Investor Standard 2
Investment Philosophy 2
Delegation of Authority 3
Public Trust 3
Ethics and Conflicts of Interest 3
Internal Investment Controls 4
Investment Policy Adoption 5
Indemnification of Investment Officials 5
Investment Portfolio Compliance 5
Reporting 6
Authorized and Suitable Investments 6
Ratings and Rating Agencies 8
Prohibited Investments 8
Collateralization 9
Investment Pools 9
Money Market Mutual Funds 9
Maturity Limits 10
Qualifications for Financial Institutions and Broker/Dealer’s 10 Diversification Guidelines and Risks 11
Safekeeping and Custody 12
Performance Standards and Evaluation 12
Qualifications and Continuing Education 12
APPENDIX A: Glossary of Terms
APPENDIX B: Qualified Broker/Dealers
APPENDIX C: Administrative Policy: Investment Guidelines, Strategy, and Internal Control
40
Statement of Investment Policy
This Statement of Investment Policy (“Policy”), as set forth by the City of Aliso Viejo (“City”), provides the guidelines for prudent investment of the City’s idle or reserve cash and outlines the policies essential to ensuring the safety and financial strength of the City’s investment portfolio.
This Policy is based on the principles of prudent money management and conforms to all applicable Federal and State Laws governing the investment of public funds. In instances in which the Policy is more restrictive than Federal or State Law, the Policy will supersede.
Objectives
It is the policy of the City to invest public funds in a manner which will provide for the preservation of capital while meeting the daily cash flow requirements of the City and attaining a market average rate of return within an acceptable and defined level of risk.
The Policy has three primary objectives, in order of priority:
1. Preservation of Capital (Safety) – the protection of principal is the foremost consideration when undertaking investment decisions that affect public funds. The objective is to mitigate credit risk and interest rate risk.
Credit Risk
Credit Risk is the risk of loss of principal due to the failure of the security issuer.
Credit Risk can be mitigated by:
Limiting investments to the safest types of securities. Pre-qualifying accountants, auditors, financial institutions, broker/dealers, financial advisors, and other outside consultants with which the City does business. Diversifying the investment portfolio so that potential losses are minimized.
Interest Rate Risk
Interest rate risk is the risk that the market value of securities will fall due to a rise in general market interest rates. It is the policy of the City to hold individual securities to maturity in an effort to meet liquidity demands. Interest rate risk can be mitigated by:
Holding individual securities to maturity - Structuring the investment portfolio so that securities mature to meet cash flow requirements for ongoing operations, thereby avoiding the need to sell securities on the open market prior to maturity. Employing a laddering strategy whereby staggering maturities of individual securities so that bonds come due in increments, assuring an overall liquidity pattern.
Limiting maturities of individual securities and the average maturity of the overall portfolio.
41 City of Aliso Viejo 2024-25 Investment Policy Page 2
2. Liquidity – the investment portfolio shall remain sufficiently liquid to meet all daily cash flow and operating requirements that may be reasonably expected or anticipated.
3. Return or Yield – attain a rate of return consistent with the primary objectives of safety and liquidity, throughout budgetary and economic cycles.
Scope of Funds
The investment policy applies to all financial assets and investment activities of the City, except for proceeds of debt issuance. Debt proceeds shall be invested in accordance with the “Permitted Investments” provisions for each specific bond indenture.
The Policy applies to the following funds and is accounted for in the City’s annual audited financial statements.
A. General Fund
B. Special Revenue Funds
C. Debt Service Funds
D. Capital Improvement Funds
E. Enterprise Funds
F. Internal Service Funds
G. Agency Funds
Prudent Investor Standard
The standard to be used by investment officials shall be that of a “prudent person” and shall be applied in the context of managing all aspects of the City’s investment portfolio The Prudent Investor Standard:
Governing bodies of local agencies or persons authorized to make investment decisions on behalf of those local agencies investing public funds pursuant to this chapter are trustees and therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, and managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency. Within the limitations of sections 16429.1 and 53600 through 53684 of the California Government Code and considering individual investments as a part of an overall strategy, a trustee is authorized to acquire investments as authorized by law.
Investment Philosophy
It is the investment philosophy of the City to make investment decisions based on an overall passive management style that embodies a prudent investor standard and such that investments are purchased to generally match expected future cash outflows and with the intent to hold until maturity.
Accordingly, the City’s conservative philosophy prohibits active trading and speculation; i.e., the purchase of securities with the intent to profit from favorable market changes in market prices or market conditions. Leveraging or borrowing money for the purpose of investing is specifically prohibited. However, the City may elect to sell a security prior to its maturity and 42 City of Aliso Viejo 2024-25 Investment Policy Page 3 record a capital gain or loss in order to improve the quality, liquidity, or yield of the portfolio in response to market conditions or City needs.
Delegation of Authority
The City’s Resolution No. 2003-018 appoints the Director of Financial Services to also serve as City Treasurer. The Treasurer, or his or her designee, has the authority to manage the City’s investment portfolio in accordance with California Government Code Sections 53600 and 53630 et seq. and all related State and Federal laws.
The Treasurer will provide prior written notification to the City Manager and City Council regarding the designation of responsibilities.
The Treasurer shall establish written procedures for the operation and management of the City’s investment portfolio consistent with this investment policy. The procedures should include reference to safekeeping, repurchase agreements, wire transfer agreements, banking service contracts, collateral or depository agreements, competitive bid process, and due diligence. Such procedures shall include explicit delegation of authority to persons responsible for investment transactions. No person may engage in an investment transaction, except as provided under the terms of this policy and the investment procedures established by the Treasurer and approved by the City Manager.
The City may also engage Securities and Exchange Commission registered external investment advisor to manage the City’s investment program.
Public Trust
All participants in the investment process shall act as custodians of public funds. Investment officials shall recognize that the investment portfolio is subject to public review and evaluation.
The overall program shall be designed and managed with a degree of professionalism that is worthy of public trust. In a diversified portfolio, it must be recognized that occasional measured losses are inevitable and must be considered in the context of the overall portfolio’s investment return, provided that adequate diversification has been implemented.
Ethics and Conflicts of Interest
Elected officials and employees of the City involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program, or which could impair their ability to make impartial decisions under the Political Reform Act and Government Code Section 1090 et seq. Elected officials and employees shall disclose to the City Manager any material interests in financial institutions that conduct business with the City, and they shall further disclose any personal investment position or financial asset that could be related to the performance of the City’s investment program.
Elected officials and employees shall subordinate their personal investment transactions to those of the City particularly with regard to the time of purchases and sales.
Any firm proposing to provide any type of investment service to the City shall acknowledge their familiarity with the provisions of the Political Reform Act, Government Code Section 81000 et seq. and CA Code of Regulations 18110 et seq. and the provisions limiting contractual conflicts of interest under Government Code Section 1090 et seq. Any firm proposing to provide any type of investment service to the City shall also acknowledge their familiarity with and agree to abide by any Federal or State law, regulation, rule, or policy pertaining to or limiting campaign contributions by such firms, their employees, spouses, or agents. 43 City of Aliso Viejo 2024-25 Investment Policy Page 4 All persons, firms, broker/dealers, financial institutions, and advisors providing investment services or bond issue assistance shall disclose to the City Manager and the Treasurer all fee sharing, fee-splitting, and commission arrangements with other entities or persons prior to the City agreeing to buy an investment or issue bonds.
Internal Investment Controls
The Treasurer will implement and maintain a system of internal investment controls and segregate responsibilities of investment functions in order to prevent fraud, theft, loss of principal, loss of control over funds, inaccurate reporting, and negligence.
The Treasurer will assign designee(s) to assist in carrying out these functions and will establish an Oversight Reviewer function that may be carried out by a designated member of staff, independent individuals, or independent expert contractor to perform specified tasks.
In addition to the specified requirements placed on investment types, quality, maturity, and diversification, further controls will include:
Safekeeping of Securities
To protect against losses caused by the collapse of individual securities dealers, all securities owned by the City are required to be held by a third-party safekeeping institution. Third-party safekeeping institutions may not act as custodians for any securities which that institution has issued or sold to the City.
Collateral must be held at safekeeping, as defined in the Safekeeping and Custody section of the Policy.
Payment procedures for all securities transactions will be Delivery v. Payment (DVP) Competitive Bidding of Investments
The City’s investment procedures require that approved broker/dealers compete for investment purchases and sales in order for the City to obtain the highest yield available in the market and to ensure that investment transactions are free from favoritism.
Qualified Bids will be required for purchase of all investment transactions. The Treasurer shall select the best bid and is required to keep a record of each investment transaction. The Treasurer will rotate the purchase of investments among the pool of qualified broker/dealers.
If the City utilizes an external investment advisor, the advisor shall send its approved list of broker/dealers to the City annually and follow its policies and procedures for competitive bidding.
Annual Management Review and Audit
An annual audit of the City’s Investment Policy, practices, procedures, and portfolio status will be conducted by an independent auditor of all items including, but not limited to, items specified in the Audit Checklist provided in the City’s Procedure Manual. The auditor will provide the City with written observations and recommendations regarding the adequacy of investment controls. Segregated Investment Execution, Recordkeeping and Reporting An independent member of City staff will record the Treasurer’s investment records or confirmations to the City’s general ledger. In addition, independent staff will 44 City of Aliso Viejo 2024-25 Investment Policy Page 5 perform the monthly reconciliation of bank, broker/dealer, and safekeeping confirmations.
Secondary Approval Required
The City Manager will review and approve the establishment of investment accounts, broker/dealer, and financial institution relationships and any agreements or contracts related to investments or investment related activity.
Wire Transfer Controls
All City wire transfers will be executed in accordance with a written agreement specifying control procedures required for wire transfers of funds, including the establishment of repetitive wires to pay for securities transactions with approved securities dealers as well as any other routine money transfers. All other non-repetitive wires require City Manager approval prior to release.
Investment Policy Adoption
The City Council’s primary responsibilities over the investment function includes establishing investment policies, annually reviewing such policies, appointing a City Treasurer, reviewing monthly investment reports issued by the Treasurer, authorizing bond documents and financing transactions, and adopting recommended changes to the City’s Investment Policy as necessary.
The City’s investment policy shall be adopted by resolution of the City Council. The policy shall be reviewed annually by the City Council and any modifications made thereto must be approved the City Council.
Indemnification of Investment Officials
Any investment officer exercising his/her authority with due diligence, prudence, and care and in accordance with the Investment Policy and all written procedures shall be relieved of personal responsibility and liability for an individual security’s losses or losses incurred by the portfolio. However, any investment officer also bears the responsibility of reporting deviations from expectations in a timely manner to City Council and appropriate action is taken to control adverse developments and mitigate loss of principal.
Investment Portfolio Compliance
Should the portfolio, for any reason, fall out of compliance with this Investment Policy, immediate liquidation of securities in order to bring the portfolio back into compliance will not be required. However, the Treasurer must take action to bring the portfolio into compliance within 12 months from the date the portfolio was determined to be in non- compliance with the provisions of this Investment Policy. Additionally, adequate disclosure of all instances of noncompliance, and the efforts undertaken to bring the portfolio into compliance, must be made on the monthly Treasurer’s Report. 45 City of Aliso Viejo 2024-25 Investment Policy Page 6 Reporting
The Treasurer shall submit a “Monthly Treasurer’s Report” to the City Manager and City Council within 45 days following the last day of the month to be agendized for official action at a regular Council meeting thereafter. These reports shall disclose information relevant to the risk characteristics of the City’s investment portfolio and shall include the following information:
Monthly Treasurer’s Report
A. Cash receipts, disbursements, and balances in total.
B. A summary of the investment portfolio.
C. An asset list showing the issuer, type of investment, par value, maturity date, and interest rate.
D. Average rate of return on the City’s investment portfolio.
E. Maturity aging grouped by type of investment.
F. Diversification of the investment portfolio.
G. A listing of individual investment transactions during the month, as required by Government Code section 53607.
H. A statement of ability to meet upcoming operating expenses and spending requirements for the next six months.
I. A statement of compliance with the Investment Policy, including a schedule of any transactions or holdings which do not comply with this policy or with the California Government Code, including a justification for their presence in the portfolio, and a timetable for resolution.
Annual Report
The annual report will be prepared by the City Treasurer and submitted to the City Manager each fiscal year to ensure consistency. The annual report will include an overall analysis of the portfolio and shall suggest policies and improvements to enhance the City’s investment program. These enhancements will be annually considered by City Council and the authority to amend the Policy rests with City Council.
Authorized and Suitable Investments
Investment of City funds is governed by the California Government Code Sections 53600, 53601, 53601.5, 53601.6, 53635, and 53635.5 et seq. Within the context of the limitations, the following investments are authorized, as further limited herein:
46 City of Aliso Viejo 2024-25 Investment Policy Page 7 Matrix of Suitable Investment Options and Restrictions
Investment Type: Maximum
Maturity:
Maximum
percentage of
Portfolio:
Maximum Par Value
per Issuer:
Credit Quality and
Requirements:
U.S. Treasury
Bills, Notes and
Bonds
5 Years
100 percent
N/A
Explicit Full Faith and Credit
Guarantee of United States
Government
Federal Agency
Obligations
5 Years 60 percent
35% per agency
Implied Guarantee of the United
States Government
Bankers’
Acceptances
(BA’s)
180 Days
20 percent
5% per issuer
Domestic banks only - deemed
eligible for purchase by the
Federal Reserve Bank
Certificates of
Deposit or Time
Deposits*
(CD’s)
5 Years
30 percent
5% per issuer
Senior debt only from top 15
percent of peer group rated
banks, savings & loans and credit
unions. Defined by Section 5102
of the Financial Code.
Negotiable
Certificates of
Deposit
5 Years
30 percent
$250,000
Brokered CD’s insured by FDIC
for a maximum of $250,000 per
issuer.
Local Agency
Investment Fund
(LAIF)
N/A
100 percent
$75,000,000
(per entity)
Treasurer will review investment
policies and practices to
determine if consistent with the
Policy
Commercial Paper
270 Days
20 percent
5% of portfolio
Highest letter and number rating
as provided for by a nationally
recognized statistical-rating
organization (NRSRO)
Money Market
Mutual Funds
N/A
20 percent
20% per fund
(SEC Registered)
($1.00 NAV)
Highest rating from NRSRO.
Must also comply with Govt.
Code 53601(l) and 53601.6 (b)
and the weighted average to
maturity is less than 180 days.
Repurchase
Agreements*
92 Days
20 percent
20%
Signed security loan agreement
on file. Underlying securities
maintained at 102% of original
value. Reverse repurchase
agreements are specifically not
authorized under the Policy.
Supranational
Securities
5 Years
20 percent
10 % per issuer
United States dollar
denominated senior
unsecured unsubordinated
obligations issued or
unconditionally guaranteed
by the International Bank
for Reconstruction and
Development,
International Finance
47 City of Aliso Viejo 2024-25 Investment Policy Page 8 Corporation, or Inter-
American Development
Bank; rated AA or better
by two NRSROs.
Medium Term
Corporate Notes
5 Years
30 percent
5% of portfolio
Rated “A-” or better by a
nationally recognized rating
service. Code 53601 (k).
* Denotes a collateral requirement either initially, or at a pre-determined threshold. Please refer to Collateral section of the Policy for specific requirements.
Ratings and Rating Agencies
When possible, two ratings should be obtained to determine if an investment meets the Policy’s quality standard. Currently under this Policy, only Standard and Poor’s (S&P) and Moody’s Investor Service (Moody’s) are recognized investment ratings providers, and the City has established the following minimum standards to be applied at time of purchase and for reporting purposes:
Investment Type: Standard & Poor’s Moody’s
Banker’s Acceptances A1 P1
Commercial Paper A1 P1
Certificates of Deposit AA- Aa3
Money Market Mutual Funds AAA Aaa
Medium Term Corporate Notes A- A3
Supranational Securities AA Aa2
Repurchase Agreement – Provider AA Aa
Prohibited Investments
State and Federal laws notwithstanding, any investment not specifically described herein including, but not limited to, reverse repurchase agreements, derivatives, options, futures, zero coupon bonds, inverse floaters, range notes, first mortgages or trust deeds, collateralized mortgage obligations (CMO’s), limited partnerships, real estate investments trusts (REIT’s), open-end mutual funds, closed-end mutual funds, mutual funds with a weighted average maturity greater than 180 days, unregulated and/or uninsured investment pools, common stock, preferred stock, commodities, precious metals, securities with high price volatility, limited marketability (less than three active bidders), securities that may default on interest payments, and any other speculative investment deemed inappropriate under the Prudent Investor standard are strictly prohibited. In addition, any investment transaction that might impair public confidence in the Aliso Viejo City government is to be avoided.
48 City of Aliso Viejo 2024-25 Investment Policy Page 9 Collateralization
Collateral for Certificates of Deposit (CD) and Negotiated Certificates of Deposit (NCD) must comply with Government Code, Chapter 4, Bank Deposit Law Section 16500 et seq. and the Savings and Loan and Credit Union Deposit Law Government Code Section 16600 et seq.
In addition, if the CD is not FDIC insured or goes over the FDIC $250,000 limit, collateral is required equal to 100 percent of principal.
Collateral for Repurchase Agreements shall be 102 percent of market value of principal and accrued interest. Collateral can be either US Treasury securities or Federal Agency securities.
This will provide an addition level of security due to inevitable changes in market conditions.
Collateral will always be held by an independent third party with whom the City has a current custodial agreement. A clearly marked evidence of ownership (safekeeping receipt) must be supplied to the City and retained. The right of collateral substitution is granted within the parameters and constraints of this Policy.
Investment Pools
Government sponsored investment pools (Pools) are permitted under California Government Code Section 53601 et seq. and are an excellent short-term investment option for cash management facilities. These pools can provide safety, liquidity, and yield in a single diversified investment. However, thoughtful investigation and due diligence are required both initially at time of purchase and on an ongoing basis with analysis to determine that the investment pool is being managed in a manner consistent with the objectives of the Policy. The following guidelines include, but are not limited to:
The Pool shall have attained the highest ranking or the highest letter and numerical rating provided by not less than two nationally recognized statistical rating organizations, or shall be insured by a municipal insurance corporation. The Pool marks to market weekly at a minimum.
The Pool provides comprehensive, timely monthly reports which include detailed transaction listings, report realized and unrealized gains and losses, provide accurate market values for each security, provide quality rating for individual securities, take delivery DVP, provide third party safekeeping of all investments, and for whom an audit is conducted annually by an independent auditor with no relationship to the Pool.
Money Market Mutual Funds
Money market mutual funds provide another safe, liquid, and diversified investment option for the City’s surplus capital. However, certain conditions need to be met both initially and on an ongoing basis. The money market may only invest in US Government securities permitted under this policy and under California Government Code Section 53601 et seq. with final stated maturities of one year or less “Government Money Market Funds.” In order to be an eligible money market investment under this section, the primary objective of the money market, as stated in the funds’ prospectus, is to maintain a constant $1.00 Net Asset Value (NAV). The following additional guidelines include, but are not limited to:
The money market only invests in US Government securities, and the weighted average maturity of the portfolio is less than 180 days. 49 City of Aliso Viejo 2024-25 Investment Policy Page 10 The fund shall be registered with the SEC.
The money market shall have attained the highest ranking or the highest letter and numerical rating provided by not less than two nationally recognized statistical rating organizations and shall maintain these ratings for the duration of the investment.
Maturity Limits
The longer the maturity of securities, the greater the market volatility. Therefore, the maximum maturity limit for any given security in the investment portfolio shall not exceed five (5) years.
It is also important to note that specific investments, detailed under the “Authorized and Suitable Investments” section, may be restricted to a shorter maturity.
The weighted average life of the portfolio may not exceed three (3) years in duration.
At a minimum, 15 percent of the portfolio shall remain liquid, accessible on demand by the City without restriction or penalty.
The investment portfolio shall be structured for liquidity purposes; therefore, 40 percent of the portfolio shall mature within 365-days.
Maturities will be selected based on a sufficiently detailed cash flow projection that facilitates selecting investment maturity dates to approximately match the projected dates of budgeted expenditures. Once cash flow needs are matched, maturities are selected based on a “laddering strategy” and the shape of the yield curve.
Extensions in the maximum maturity and average weighted life of the portfolio must be supported by detailed cash flow forecasts demonstrating the adequacy of cash from maturing assets to meet one hundred twenty-five percent (125%) of monthly expenditures for each prospective quarter, ending with the current maximum including capital expenditures funded on a pay-as-you-go basis. Recommendations to extend maturities must be reviewed and approved by the City Manager and City Council.
Qualifications for Financial Institutions and Broker/Dealer’s The Treasurer will maintain a list of qualified financial institutions and broker/dealers authorized to transact business with the City, as stated in Appendix “B”.
If the City utilizes a SEC registered external investment advisor, the advisor shall maintain a list of authorized broker-dealers and complete the appropriate due diligence required by the SEC. The external investment advisor may use its own list of approved broker/dealers and financial institutions for investment purposes on behalf of the City. The investment advisor shall submit the list of approved broker/dealers to the Finance Director/City Treasurer on an annual basis. The Finance Director/City Treasurer may restrict the use of a broker/dealer which may be deemed unsuitable.
The financial entities eligible to transact investment business with the City are:
I. Federal Reserve Bank:
Direct purchase of U.S. Treasury Bills, Notes, and Bonds using primary government dealers as designated by the Federal Reserve are exempt from quality requirements and are encouraged due to commission or mark-up discounts.
II. Nationally or State Chartered Banks, Savings and Loans, and Credit Unions:
The City may purchase investments offered from Banks, Savings and Loans, and Credit 50 City of Aliso Viejo 2024-25 Investment Policy Page 11 Unions provided the institutions are:
Nationally or State Chartered Institutions.
Registered as investment securities dealers.
Ranked in the top 15 percent of institutions within their respective peer group. The signatures of two individuals shall be required for the opening and closing of any bank account (the Treasurer, City Manager, Mayor, or Mayor Pro Tem).
The Accounting Officer, who is independent of the investment function, shall keep a record of all opened and closed accounts. On an annual basis, the Accounting Officer shall provide a list of accounts to the independent auditor.
III. Broker/Dealers:
The City will purchase investments from primary dealers whenever possible. However, if an investment deemed appropriate for the portfolio is not available through the primary market, then the Treasurer may use an authorized broker/dealer from the pre-approved list of broker/dealers on record.
For a broker/dealer to be considered for placement on the pre-approved list, they must comply with the following:
Primary or Regional dealers that qualify for SEC Rule 15c3-1 Provide audited financial statements from the two most frequent years A statement certifying that the institution has reviewed the City’s Investment Policy and California Government Code Section 53600 et seq. and that all securities offered to the City shall comply fully with all provisions of the Policy and the California Government Code.
The signatures of two individuals shall be required for the opening and closing of any broker/dealer account (the Treasurer, City Manager, Mayor or Mayor Pro Tem). The Accounting Officer, who is independent of the investment function, shall keep a record of all opened and closed accounts. On an annual basis, the Accounting Officer shall provide a list of accounts to the independent auditor.
Settlement of securities traded through qualified broker/dealers shall occur trade date plus one or two days (depending upon security type), the current industry standard. New issue securities may have longer settlements, but none shall be greater than three weeks.
The Treasurer is responsible for ensuring that settlement occurs in a timely matter and that execution confirmations reflect accurate trade data. In addition, investment transactions are required to be Delivery v. Payment (DVP).
Diversification Guidelines and Risks
The City recognizes diversification is an investment strategy that will mitigate risk in the investment portfolio. The City’s investment portfolio shall be diversified to avoid incurring unreasonable and avoidable risks with regard to specific investment types. Within investment types, the City shall also maintain a mix of securities to avoid concentrations within individual financial institutions, geographic areas, industry types, and maturities. 51 City of Aliso Viejo 2024-25 Investment Policy Page 12 The City will only invest in fixed rate, fixed maturity securities and, with the exception of U.S.
Treasury securities or the Local Agency Investment Fund (LAIF), no more than 60 percent of the investment portfolio shall be invested in any single investment type or financial institution.
Safekeeping and Custody
All security transactions, including collateral for repurchase agreements and certificates of deposit, shall be transacted on a Delivery vs. Payment (DVP) basis. This means that the securities shall be delivered to the City or the City’s designated custodian upon receipt of payment by the City.
All securities that may be purchased, including collateral, shall be held by a third-party custodian designated by the Treasurer whenever possible. These securities shall be held in the City’s name and control, and the third-party custodian shall be evidenced by safekeeping receipts. The third-party custodian shall send the City, on a monthly basis, a summary of safekeeping assets, and this statement shall be reconciled to the City’s records on a monthly basis. Securities held in custody for the City shall be independently audited on an annual basis to verify investment holdings.
Performance Standards and Evaluation
Investment performance is continually monitored and evaluated by the City Treasurer.
Investment activity reports are generated on a monthly basis for presentation to the City Manager and City Council.
The weighted average maturity of the pooled portfolio shall not exceed three years and shall be designated to attain a market average rate of return. The market average rate of return will be determined by a custom benchmark that represents the prominent and persistent characteristics of the portfolio.
An annual audit of the City’s Investment Policy, practices, procedures, and portfolio status will be conducted by an independent auditor of all items including, but not limited to, items specified in the Audit Checklist provided in the City’s Procedure Manual. The auditor will provide the City Manager and City Council with written observations and recommendations regarding the adequacy of investment controls.
Qualifications and Continuing Education
The City Treasurer shall be a City employee or contract employee. The Treasurer shall be selected on the basis of educational background and experience relevant to the Treasury function.
The City recognizes the need for and is committed to providing ongoing education specific to the investment function for the Treasurer and other City staff and officials involved in the investment process.
52 Appendix A
GLOSSARY OF TERMS
Accrued Interest - Interest earned but not yet received.
Active Deposits - Funds which are immediately required for disbursement.
Agencies - Federal agency securities and/or Government-sponsored enterprises.
Amortization - An accounting practice of gradually decreasing (increasing) an asset's book value by spreading its depreciation (accretion) over a period of time.
Asking Price - The price a broker/dealer offers to sell securities. See Offer Bankers' Acceptance (BA) - A “draft” or bill or exchange accepted by a bank or trust company. The accepting institution guarantees payment of the bill, as well as the issuer.
Basis Point - One basis point is one hundredth of one percent (.01).
Bear Market - A period of generally pessimistic attitudes and declining market prices.
Bid - The price offered by a buyer of securities. (When you are selling securities, you ask for a bid.) See Offer.
Bond - A financial obligation for which the issuer promises to pay the bondholder a specified stream of future cash flows, including periodic interest payments and a principal repayment.
Book Value - The value at which a debt security is shown on the holder's balance sheet. Book value is acquisition cost less amortization of premium or plus accretion of discount.
Broker - A broker brings buyers and sellers together for a commission.
Bull Market - A period of generally optimistic attitudes and increasing market prices.
Callables - Securities that the issuer has the right to redeem prior to maturity.
Certificate of Deposit - A time deposit with a specific maturity, evidenced by a certificate.
Large-denomination CD's are typically negotiable. CD's may be eligible for FDIC insurance.
Collateral - Securities, evidence of deposit, or pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposit of public moneys.
Commercial Paper - Short-term, unsecured promissory notes issued by a corporation to raise working capital. These negotiable instruments are purchased at a discount to par value or at par value with interest bearing.
Comprehensive Annual Financial Report (CAFR) - The official annual financial report for the City. It includes government-wide and fund financial statements prepared in conformity with Generally Accepted Accounting Principals (GAAP).
Constant Maturity Treasury (CMT) - An average yield of a specific Treasury maturity sector for a specific time frame, or an index of the average yield on United States Treasury securities adjusted to a constant maturity. This is a market index for reference of past direction of interest rates for the given Treasury maturity range.
Coupon - The annual rate of interest that a bond's issuer promises to pay the bondholder on the bond's face value.
Credit Analysis - A critical review and appraisal of the economic and financial conditions or of the ability to meet debt obligations.
53 Appendix A
GLOSSARY OF TERMS (continued)
Current Yield - The interest paid on an investment expressed as a percentage of the current price of the security.
Custody - A banking service that provides safekeeping for the individual securities in a customer's investment portfolio under a written agreement which also calls for the bank to collect and pay out income, to buy, sell, receive, and deliver securities when ordered to do so by the principal.
Debenture - A bond secured only by the general credit of the issuer.
Delivery v. Payment (DVP) - Delivery of securities with a simultaneous exchange of payment for the securities.
Demand Deposit Account - Accounts whose balance is available to meet immediate cash needs (maturities up to 7 days).
Derivatives - (1) Financial instruments whose return profile is linked to, or derived from, the security and may include a leveraging factor, or (2) financial contracts based upon notional amount whose value is derived from an underlying index or security (interest rates, foreign exchange rates, equities, or commodities).
Discount - The difference between the cost of a security and its value at maturity when quoted at lower than face value.
Discount Securities - Non-interest bearing money market instruments that are issued at a discount and redeemed at maturity for full face value, e.g., U. S. Treasury Bills.
Diversification - Dividing investment funds among a variety of securities offering independent return and risk profiles.
Duration - The weighted average maturity of a bond's cash flow stream, where the present value of the cash flows serves as the weights; the future point in time at which, on average, an investor has received exactly half of the original investment in present value terms; a bond's zero-coupon equivalent; the fulcrum of a bond's present value cash flow time line.
Fannie Mae - Trade name for the Federal National Mortgage Association (FNMA).
Federal Credit Agencies - Agencies of the Federal Government set up to supply credit to various classes of institutions and individuals, e.g., Savings and Loans, small business firms, students, farmers, farm cooperatives, and exporters.
Federal Deposit Insurance Corporation (FDIC) - Insurance provided to customers of a subscribing bank, which guarantees deposits to a set limit (currently $100,000) per account.
Federal Funds Rate - The rate of interest at which Federal funds are traded. This rate is currently pegged by the Federal Reserve through open-market operations.
Federal Home Loan Banks (FHLB) – Government-sponsored wholesale banks which lend funds and provide correspondent banking services to member commercial banks, thrifty institutions, credit unions, and insurance companies. The mission of the FHLBs is to liquefy the housing related assets of its members who must purchase stock in their district Bank. 54 Appendix A
GLOSSARY OF TERMS (continued)
Federal Home Loan Mortgage Corporation (FHLMC) - The FHLMC was created under the Federal Home Loan Mortgage Act, Title III of the Emergency Home Finance Act of 1970 as a stockholder-owned government-sponsored enterprise. Freddie Mac, as the corporation is called, is charged with providing stability and assistance to the secondary home mortgage market by buying first mortgages and participation interests and reselling these securities in the form of guaranteed mortgage securities. Although agency obligations are not explicitly guaranteed by the federal government, the rating agencies believe that in the unlikely event of financial difficulties, the federal government will support the agency to the extent necessary to provide for full and timely payment on their securities.
Federal National Mortgage Association (FNMA) - FNMA, like GNMA, was chartered under the Federal National Mortgage Association Act in 1938. FNMA is a federal corporation working under the auspices of the Department of Housing and Urban Development (HUD).
It is the largest single provider of residential mortgage funds in the United States. Fannie Mae, as the corporation is called, is a private stockholder-owned corporation. The corporation's purchases include a variety of adjustable mortgages and second loans, in addition to fixed-rate mortgages. FNMA's securities are also highly liquid and are widely accepted. FNMA assumes and guarantees that all security holders will receive timely payment of principal and interest.
Federal Open Market Committee (FOMC) - Consists of seven members of the Federal Reserve Board and five of the twelve Federal Reserve Bank Presidents. The President of the New York Federal Reserve Bank is a permanent member, while the other Presidents serve on a rotating basis. The Committee periodically meets to set Federal Reserve guidelines regarding purchases and sales of Government Securities in the open market as a means of influencing the volume of bank credit and money.
Federal Reserve System - The central bank of the U. S. which consists of a seven-member Board of Governors, 12 regional banks, and 5,700 commercial banks that are members.
Fed Wire - A wire transmission service established by the Federal Reserve Bank to facilitate the transfer of funds through debits and credits of funds between participants within the Fed system.
Freddie Mac - Trade name for the Federal Home Loan Mortgage Corporation (FHLMC).
Ginnie Mae - Trade name for the Government National Mortgage Association (GNMA).
Government National Mortgage Association (GNMA) - Securities influencing the volume of bank credit guaranteed by GNMA and issued by mortgage bankers, commercial banks, savings and loan associations, and other institutions. Security holder is protected by the full faith and credit of the U.S. Government. Ginnie Mae securities are backed by the FHA, VA, or FmHA mortgages. The term "pass-throughs" is often used to describe Ginnie Maes.
Inactive Deposits - Funds not immediately needed for disbursements.
Interest Rate - The annual yield earned on an investment, expressed as a percentage.
Investment Agreements - An agreement with a financial institution to borrow public funds subject to certain negotiated terms and conditions concerning collateral, liquidity, and interest rates.
55 Appendix A
GLOSSARY OF TERMS (continued)
LAIF (Local Agency Investment Fund) - A special fund in the State Treasury which local agencies may use to deposit funds for investment. There is no minimum investment period, and the minimum transaction is $5,000, in multiples of $1,000 above that, with a maximum balance of $75,000,000 for any agency. It offers high liquidity because deposits can be converted to cash in 24 hours and no interest is lost. All interest is distributed to those agencies participating on a proportionate share basis determined by the amounts deposited and the length of time they are deposited. Interest is paid quarterly. California Government Code §16429.3 states, in part:
"money placed with the State Treasurer for deposit in the Local Agency Investment Fund by cities, counties, or special districts shall not be subject to impoundment or seizure by any state official or state agency."
Liquidity - Refers to the ability to rapidly convert an investment into cash with minimal risk of losing some portion of principal and/or interest.
Local Government Investment Pool (LGIP) - The aggregate of all funds from political subdivisions that are placed in the custody of the State Treasurer for investment and reinvestment.
Market Value - The price at which a security is trading and could presumably be purchased or sold.
Master Repurchase Agreement - A written contract covering all future transactions between the parties to repurchase and/or reverse repurchase agreements that establishes each party's rights in the transactions. A master agreement will specify, among other things, the right of the buyer-lender to liquidate the underlying securities in the event of default by the seller- borrower.
Maturity - The date upon which the principal or stated value of an investment becomes due and payable.
Medium Term Corporate Notes - Unsecured promissory notes issued by a corporation organized and operating in the United States. These are negotiable instruments and are traded in the secondary market. Medium term corporate notes can be defined as extended maturity commercial paper. Local agencies are restricted by the Government Code to investments in corporations rated in the top three note categories by Moody's Investors Service, Inc., and/or Standard and Poor's Corporation. For medium term notes, eligible purchases consist of instruments that have a rating of "A" or better by both Moody's Investors Service, Inc., and Standard and Poor's Corporation.
Money Market - The market in which short-term debt instruments (bills, commercial paper, banker's acceptances, etc.) are issued and traded.
Negotiable Certificates of Deposit - Unsecured obligations of the financial institution, or bank, bought at par value with the promise to pay face value plus accrued interest at maturity.
They are high-grade negotiable instruments, paying a higher interest rate than regular certificates of deposit. The primary market issuance is in multiples of $1,000,000; the secondary market usually trades in denominations of $500,000, although smaller lots are occasionally available. As a matter of practice, only the ten largest U.S. banks where there is a secondary market established for continued liquidity would be considered for investment. 56 Appendix A
GLOSSARY OF TERMS (continued)
NRSRO - Nationally recognized statistical-rating organization New Issue - Term used when a security is originally "brought" to market.
Offer - The price asked by a seller of securities. (When you are buying securities, you ask for an offer.) See Asking Price and Bid.
Open Market Operations - Purchases and sales of government and certain other securities in the open market by the New York Federal Reserve Bank as directed by the FOMC in order to influence the volume of money and credit in the economy. Purchases inject reserve into the bank system and stimulate growth of money and credit; sales have the opposite effect. Open market operations are the Federal Reserve's most important and most flexible monetary policy tool.
Paper Gain or Loss - Term used for unrealized gain or loss on securities being held in a portfolio based on comparison of current market quotes and their original cost. This situation exists as long as the security is held while there is a difference between cost value (book value) and the market value.
Perfected Delivery - Refers to an investment where the actual security or collateral is held by an independent third party representing the purchasing entity.
Portfolio - Collection of securities held by an investor.
Primary Dealer - A group of government securities dealers that submit daily reports of market activity and security positions held to the Federal Reserve Bank of New York and are subject to its informal oversight.
Prudent Person Rule - An investment standard. In some states, the law requires that a fiduciary, such as a trustee, may invest money only in a list of securities selected by the custody state - the so-called legal list. In other states, the trustee may invest in a security if it is one which would be bought by a prudent person of discretion and intelligence who is seeking a reasonable income and preservation of capital.
Purchase Date - The date in which a security is purchased for settlement on that or a later date.
Qualified Public Depositories - A financial institution that does not claim exemption from the payment of any sales or compensating use or ad valorem taxes under the laws of this state, which has segregated for the benefit of the commission eligible collateral having a value of not less approved by the Public Deposit Protection Commission to hold public deposits.
Rate of Return - The yield obtainable on a security based on its purchase price or its current market price. This may be the amortized yield to maturity on a bond or the current income return.
Repurchase Agreement (RP or REPO) - A holder of securities sells these securities to an investor with an agreement to repurchase them at a fixed price on a fixed date. The security "buyer" in effect lends the "seller" money for the period of the agreement, and the terms of the agreement are structured to compensate him for this. Dealers use RP extensively to finance their positions. Exception: When the Fed is said to be doing RP, it is lending money, or increasing bank reserves.
57 Appendix A
GLOSSARY OF TERMS (continued)
Reverse Repurchase Agreement (Reverse REPO) - A transaction where the seller (City) agrees to buy back from the buyer (bank) the securities at an agreed upon price after a stated period of time.
Risk - Degree of uncertainty of return on an asset.
Safekeeping - See Custody.
Secondary Market - A market made for the purchase and sale of outstanding issues following the initial distribution.
Securities and Exchange Commission - Agency created by Congress to protect investors in securities transactions by administering securities legislation.
SEC Rule 15(C)3-1 - See Uniform Net Capital Rule.
Settlement Date - The date on which a trade is cleared by delivery of securities against funds.
Spread - a) The yield or price difference between the bid and offer on an issue; b) the yield or price difference between different issues.
Structured Notes - Notes issued by government-sponsored enterprises (FHLB, FNMA, etc.) and corporations that have imbedded options (e.g., call features, step-up coupons, floating rate coupons, derivative-based returns) in their debt structure. Their market performance is impacted by the fluctuation of interest rates, the volatility of the imbedded options, and shifts in the shape of the yield curve.
Supranational - A supranational entity is formed by two or more central governments with the purpose of promoting economic development for the member countries. Supranational institutions finance their activities by issuing debt, such as supranational bonds. The three U.S. based supranationals are International Bank for Reconstruction and Development, the International Finance Corporation, and the Inter-American Development Bank.
Swap - The sale of one issue and the simultaneous purchase of another for some perceived advantage.
Treasury Bills - A non-interest bearing discount security issued by the U.S. Treasury to finance the national debt. Most bills are issued to mature in three months, six months, or one year.
Treasury Bonds - Long-term coupon-bearing U. S. Treasury securities issued as direct obligations of the U. S. Government and having initial maturities of more than ten years.
Treasury Notes - Medium-term coupon-bearing U. S. Treasury securities issued as direct obligations of the U. S. Government and having initial maturities from two to ten years.
Uniform Net Capital Rule - Securities and Exchange Commission requirement that member firms, as well as nonmember broker-dealers in securities, maintain a maximum ratio of indebtedness to liquid capital of 15 to 1; also called net capital rule and net capital ratio.
Indebtedness covers all money owed to a firm, including margin loans and commitments to purchase securities, one reason new public issues are spread among members of underwriting syndicates. Liquid capital includes cash and assets easily converted into cash.
U.S. Government Agencies - Instruments issued by various U.S. Government Agencies, most of which are secured only by the credit worthiness of the particular agency.
Yield - The rate of annual income return on an investment, expressed as a percentage. It is obtained by dividing the current dollar income by the current market price of the security. 58 Appendix A
Yield to Maturity - The rate of income return on an investment, minus any premium or plus any discount, with the adjustment spread over the period from the date of purchase to the date of maturity of the bond, expressed as a percentage. 59 Appendix B
QUALIFIED BROKER/DEALERS
The City has qualified the following Broker/Dealer’s:
Cantella & Co. Inc
Great Pacific Securities
Higgins Capital
Morgan Stanley
Multi-Bank Securities, Inc
Mutual Securities, Inc
Raymond James & Associates, Inc.
Time Value Investments
UBS Financial Services, Inc
Wedbush Securities
60 Appendix C
ADMINISTRATIVE POLICY
Investment Guidelines, Strategy, and Internal Control
61 City of Aliso Viejo
ADMINISTRATIVE POLICY
SUBJECT
INVESTMENT GUIDELINES, STRATEGY
AND INTERNAL CONTROL
APPROVED BY:
Dave Doyle
CITY
MANAGER
PROCEDURE NO.
11 EFF. DATE
7/1/2015
Rev
7/1/2017
7/1/2023
PAGE
1 of 4
PURPOSE
The purpose of this policy is to establish a framework for the investment of surplus City funds within the established internal control procedures for treasury functions.
POLICY
INVESTMENT GUIDELINES AND STRATEGY
GUIDELINES
1. Investment Transaction - Every investment transaction must be authorized and reviewed by the Director of Finance/City Treasurer or his/her designee.
2. Pooled Cash - Whenever practical, local agency cash is consolidated into one bank account and invested on a pooled concept basis. Interest earnings are allocated monthly according to month-end cash and investment balances for each fund.
3. Competitive Bids - Purchases and sales of securities are made on the basis of competitive offers and bids.
4. Cash Forecast - The cash flow for the City is analyzed with the receipt of revenues and maturity of investments scheduled so that adequate cash will be available to meet disbursement requirements.
5. Investment Limitations - Security purchases and holdings are maintained within statutory limits imposed by the California Government Code.
6. Liquidity - The marketability of a security is considered at the time of purchase, as the security may have to be sold at a later date to meet unanticipated cash demands.
7. Diversification - The portfolio should consist of various types of securities, issuers, and maturities.
STRATEGY
1. Economic Forecasts - Economic Forecasts are obtained periodically from economists and financial experts through bankers and brokers to assist the Director of Finance/City Treasurer or his/her designee with the formulation of an investment strategy for the local agency.
2. Implementing Investment Strategy - Investment transactions are executed to conform to anticipated interest rate trends and the current investment strategy plan.
62 City of Aliso Viejo
ADMINISTRATIVE POLICY
SUBJECT
INVESTMENT GUIDELINES, STRATEGY
AND INTERNAL CONTROL
APPROVED BY:
Dave Doyle
CITY
MANAGER
PROCEDURE NO.
11 EFF. DATE
7/1/2015
Rev
7/1/2017
7/1/2023
PAGE
2 of 4
3. Rapport - A close working relationship is maintained with public works, city staff, and large vendors of the city.
The objective is to pinpoint when large disbursements will clear the City's bank account. It is essential for good cash control that such large expenditures be anticipated, estimated as to dollar amount, and communicated to the Director of Finance/City Treasurer or his/her designee for liquidity planning purposes.
4. Preserve Portfolio Value - Field standards are developed in order to maintain earnings near the market and to preserve the value of the portfolio.
INTERNAL CONTROL
I. OBJECTIVES OF INTERNAL CONTROL
1. To effectively and efficiently conduct business, including adherence to financial and management policies.
2. Safeguarding its assets and prevention or detection of errors and fraud.
3. Timely preparation of accurate and reliable financial information.
4. Compliance with applicable laws and regulations.
II. COMPONENTS OF INTERNAL CONTROL
1. Control Environment - The control environment is the set of standards, processes, and structures that provides the basis for carrying out internal control across the organization. Management establishes the tone at the top regarding the importance of internal control, including expected standards of conduct, organizational structure, and assignment of authority and responsibility.
2. Risk Assessment - Risk assessment involves a dynamic process for identifying and analyzing risks in achieving the entity’s objectives. Risk assessment requires management to consider the impact of possible changes in the internal and external environment that may render established internal controls ineffective.
3. Control Activities - Control activities are the actions established through policies and procedures to ensure that management’s directives to mitigate risks are achieved. Segregation of duties is typically built into the development of control activities and may include authorizations, verifications, reconciliations, and reviews.
4. Communication - Communication occurs both internally and externally and provides the organization with the information needed to carry out day-to-day activities.
5. Audits – Audits are the process through which activities can be monitored and evaluated for any internal control deficiencies and communicated to management for taking corrective action. 63 City of Aliso Viejo
ADMINISTRATIVE POLICY
SUBJECT
INVESTMENT GUIDELINES, STRATEGY
AND INTERNAL CONTROL
APPROVED BY:
Dave Doyle
CITY
MANAGER
PROCEDURE NO.
11 EFF. DATE
7/1/2015
Rev
7/1/2017
7/1/2023
PAGE
3 of 4
III. ELEMENTS OF INTERNAL CONTROL
1. Organization - Responsibility for the performance of duties should be assigned and lines of authority and reporting clearly identified and delineated.
2. Segregation of functions - Segregation of functions reduces the risk for an individual to be able to perpetrate and conceal errors or commit fraud in the normal course of duty. If two parts of a transaction are handled by different individuals, collusion is necessary to conceal errors or commit fraud. Functions that should be considered when evaluating segregation of duties are authorization, execution, recording, custody of assets, and reconciliation.
3. Authorization - All transactions should be approved by an authorized individual. The responsibilities and limits of authorization should be clearly delineated. The individual or group authorizing a specific transaction or granting general authority for transactions should be in a position commensurate with the nature and significance of the transactions.
4. Controls over an accounting system - Controls over an accounting system include the procedures, both manual and computerized, carried out independently to ascertain that transactions are complete, valid, authorized, and properly recorded.
IV. LIMITATIONS OF INTERNAL CONTROL
Internal control, no matter how well-designed, implemented, and conducted, can only provide reasonable assurance to management of the achievement of an entity’s objectives. Inherent limitations of internal control may include:
1. Recurring, rather than unusual, types of transactions.
2. Human error due to misunderstanding, carelessness, fatigue, or distraction.
3. Potential for collusion that circumvents controls defined by the segregation of functions.
4. Possibility of a management override of the system, despite an otherwise effective system of internal control. 64 City of Aliso Viejo
ADMINISTRATIVE POLICY
SUBJECT
INVESTMENT GUIDELINES, STRATEGY
AND INTERNAL CONTROL
APPROVED BY:
Dave Doyle
CITY
MANAGER
PROCEDURE NO.
11 EFF. DATE
7/1/2015
Rev
7/1/2017
7/1/2023
PAGE
4 of 4
SEGREGATION OF RESPONSIBILITIES FOR TREASURY FUNCTIONS
Function Responsibility _
1. Formal investment policy should be
* Prepared by Director of Finance/City Treasurer
* Approved by City Council
2. Develop Investment Strategy Director of Finance/City Treasurer or Registered Investment Advisor
3. Receive quotes and recommend investments for purchase Director of Finance/City Treasurer,
4. Approve investment transactions Director of Finance/City Treasurer, City Manager
5. Execute investment transactions Director of Finance/City Treasurer
6. Approve investment transactions for compliance with Director of Finance/City Treasurer or Investment policy and/or State Law Registered Investment Advisor
7. Record investment transactions in the City’s financials Accountant
8. Verify investment Director of Finance/City Treasurer i.e., match broker confirmation to City records Senior Accountant or Accountant
9. Confirm LAIF and Bank Wires Director of Finance/City Treasurer Senior Accountant or Accountant
10. Safeguard assets and records:
* Reconciliation of City’s records to bank statements Senior Accountant or Accountant and safekeeping of records
* Annual review of (a) financial institution's financial condition, Director of Finance/City Treasurer, and (b) safety, liquidity, and potential yields of investment City Manager instruments
11. Annual review of investment portfolio External Independent Auditors The segregation of responsibilities as outlined herein is intended to enhance the City’s internal controls over treasury functions. It should be noted that from time to time, due to the limited size of the Financial Services staff, segregation of responsibilities may be amended in order to fulfill the business needs of the organization. 65 City of Aliso Viejo 2023-242024-25 Investment Policy Page i
EXHIBIT “A”
CITY OF ALISO VIEJO
STATEMENT OF INVESTMENT POLICY
FOR FISCAL YEAR 2024-253-24
AS ADOPTED July 179, 20243
CITY COUNCIL
Mayor Richard HurtMike Munzing
Mayor Pro Tem Tiffany AckleyMike Munzing
Council Member Tiffany AckleyRoss Chun
Council Member Ross ChunMax Duncan
Council Member Max DuncanRichard Hurt
66 City of Aliso Viejo 2023-242024-25 Investment Policy Page ii
TABLE OF CONTENTS
Statement of Investment Policy 1
Objectives 1
Scope of Funds 2
Prudent Investor Standard 2
Investment Philosophy 2
Delegation of Authority 3
Public Trust 3
Ethics and Conflicts of Interest 3
Internal Investment Controls 4
Investment Policy Adoption 5
Indemnification of Investment Officials 5
Investment Portfolio Compliance 5
Reporting 6
Authorized and Suitable Investments 6
Ratings and Rating Agencies 8
Prohibited Investments 8
Collateralization 9
Investment Pools 9
Money Market Mutual Funds 9
Maturity Limits 10
Qualifications for Financial Institutions and Broker/Dealer’s 10 Diversification Guidelines and Risks 11
Safekeeping and Custody 12
Performance Standards and Evaluation 12
Qualifications and Continuing Education 12
APPENDIX A: Glossary of Terms
APPENDIX B: Qualified Broker/Dealers
APPENDIX C: Administrative Policy: Investment Guidelines, Strategy, and Internal Control
67 City of Aliso Viejo 2024-253-24
City of Aliso Viejo 2024-253-24 Investment Policy
Statement of Investment Policy
This Statement of Investment Policy (“Policy”), as set forth by the City of Aliso Viejo (“City”), provides the guidelines for prudent investment of the City’s idle or reserve cash and outlines the policies essential to ensuring the safety and financial strength of the City’s investment portfolio.
This Policy is based on the principles of pr udent money management and conforms to all applicable Federal and State Laws governing the investment of public funds. In instances in which the Policy is more restrictive than Federal or State Law, the Policy will supersede.
Objectives
It is the policy of the City to invest public funds in a manner which will provide for the preservation of capital while meeting the daily cash flow requirements of the City and attaining a market average rate of return within an acceptable and defined level of risk.
The Policy has three primary objectives, in order of priority:
1. Preservation of Capital (Safety) – the protection of principal is the foremost consideration when undertaking investment decisions that affect public funds. The objective is to mitigate credit risk and interest rate risk.
Credit Risk
Credit Risk is the risk of loss of principa l due to the failure of the security issuer.
Credit Risk can be mitigated by:
Limiting investments to the safest types of securities. Pre-qualifying accountants, auditors, financial institutions, broker/dealers, financial advisors, and other outside consultants with which the City does business. Diversifying the investment portfolio so that potential losses are minimized.
Interest Rate Risk
Interest rate risk is the risk that the market value of securities will fall due to a rise in general market interest rates. It is th e policy of the City to hold individual securities to maturity in an effort to meet liquidity demands. Interest rate risk can be mitigated by:
Holding individual securities to maturity - Structuring the investment portfolio so that securities mature to meet cash flow requirements for ongoing operations, thereby avoiding the need to sell securities on the open market prior to maturity. Employing a laddering strategy whereby staggering maturities of individual securities so that bonds come due in in crements, assuring an overall liquidity pattern.
Limiting maturities of individual securities and the average maturity of the overall portfolio.
68 City of Aliso Viejo 2024-253-24 Investment Policy Page 2
2. Liquidity – the investment portfolio shall rema in sufficiently liquid to meet all daily cash flow and operating requireme nts that may be reasonably expected or anticipated.
3. Return or Yield – attain a rate of return consistent with the primary objectives of safety and liquidity, throughout budgetary and economic cycles.
Scope of Funds
The investment policy applies to all financial assets and investment activities of the City, except for proceeds of debt issuance. Debt proceeds shall be invested in accordance with the “Permitted Investments” provisions for each specific bond indenture.
The Policy applies to the following funds and is accounted for in the City’s annual audited financial statements.
A. General Fund
B. Special Revenue Funds
C. Debt Service Funds
D. Capital Improvement Funds
E. Enterprise Funds
F. Internal Service Funds
G. Agency Funds
Prudent Investor Standard
The standard to be used by investment officials shall be that of a “prudent person” and shall be applied in the context of managing all aspects of the City’s investment portfolio The Prudent Investor Standard:
Governing bodies of local agencies or persons authorized to make investment decisions on behalf of those local agencies investing public funds pursuant to this chapter are trustees and therefore fiduciaries subject to the prudent inve stor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, and managing public funds, a trustee shall act with care, skill, prudence, and diligence under the ci rcumstances then prevailing, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency. Within th e limitations of sections 16429.1 and 53600 through 53684 of the California Government Code and considering individual investments as a part of an overall strategy, a trustee is authorized to acquire investments as authorized by law.
Investment Philosophy
It is the investment philosophy of the City to make investment decisions based on an overall passive management style that embodies a prudent investor standard and such that investments are purchased to generally match expected future cash outflows and with the intent to hold until maturity.
Accordingly, the City’s conservative philosophy prohibits active trading and speculation; i.e., the purchase of securities with the intent to profit from favorable market changes in market prices or market conditions. Leveraging or bo rrowing money for the pu rpose of investing is specifically prohibited. However, the City may elect to sell a security prior to its maturity and 69 City of Aliso Viejo 2024-253-24 Investment Policy Page 3
record a capital gain or loss in order to improve the quality, liquidity, or yield of the portfolio in response to market conditions or City needs.
Delegation of Authority
The City’s Resolution No. 2003-018 appoints the Director of Financial Services to also serve as City Treasurer. The Treasurer, or his or her designee, has the authority to manage the City’s investment portfolio in accordance with Ca lifornia Government Code Sections 53600 and 53630 et seq. and all related State and Federal laws.
The Treasurer will provide prior written notif ication to the City Manager and City Council regarding the designation of responsibilities.
The Treasurer shall establish written procedur es for the operation and management of the City’s investment portfolio consistent with this investment policy. The procedures should include reference to safekeeping, repurchase agreements, wire transf er agreements, banking service contracts, collateral or depository ag reements, competitive bid process, and due diligence. Such procedures shall include explicit delegation of authority to persons responsible for investment transactions. No person may enga ge in an investment transaction, except as provided under the terms of this policy and the investment procedures established by the Treasurer and approved by the City Manager.
The City may also engage Securities and Exchange Commission registered external investment advisor to manage the City’s investment program.
Public Trust
All participants in the investment process shall act as custodians of public funds. Investment officials shall recognize that the investment portfolio is subject to public review and evaluation.
The overall program shall be designed and mana ged with a degree of professionalism that is worthy of public trust. In a diversified portf olio, it must be recognized that occasional measured losses are inevitable and must be considered in the context of the overall portfolio’s investment return, provided that adequate diversification has been implemented.
Ethics and Conflicts of Interest
Elected officials and employees of the City involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program, or which could impair their ability to make impartial decisions under the Political Reform Act and Government Code Section 1090 et seq. Elected officials and employees shall disclose to the City Manager any material intere sts in financial institutions that conduct business with the City, and they shall further disclose any personal investment position or financial asset that could be related to the performance of the City’s investment program.
Elected officials and employees shall subordinate their personal investment transactions to those of the City particularly with regard to the time of purchases and sales.
Any firm proposing to provide any type of investment service to the City shall acknowledge their familiarity with the provisions of the Po litical Reform Act, Government Code Section 81000 et seq. and CA Code of Regulations 18110 et seq. and the provisions limiting contractual conflicts of interest under Government Code Section 1090 et seq . Any firm proposing to provide any type of investment service to the City shall also acknowledge their familiarity with and agree to abide by any Federal or State law, regulation, rule, or policy pertaining to or limiting campaign contributions by such firms, their employees, spouses, or agents. 70 City of Aliso Viejo 2024-253-24 Investment Policy Page 4
All persons, firms, broker/dealers, financial in stitutions, and advisors providing investment services or bond issue assistance shall disclose to the City Manager and the Treasurer all fee sharing, fee-splitting, and commission arrangements with other entities or persons prior to the City agreeing to buy an investment or issue bonds.
Internal Investment Controls
The Treasurer will implement and maintain a system of internal investment controls and segregate responsibilities of investment functions in order to prevent fraud, theft, loss of principal, loss of control over funds, inaccurate reporting, and negligence.
The Treasurer will assign designee(s) to assist in carrying out these functions and will establish an Oversight Reviewer function that may be carri ed out by a designated member of staff, independent individuals, or independent expert contractor to perform specified tasks.
In addition to the specified requirements placed on investment types, quality, maturity, and diversification, further controls will include:
Safekeeping of Securities
To protect against losses caused by the collaps e of individual securities dealers, all securities owned by the City are required to be held by a third-party safekeeping institution. Third-party safekeeping instit utions may not act as custodians for any securities which that institution has issued or sold to the City.
Collateral must be held at safekeeping, as defined in the Safekeeping and Custody section of the Policy.
Payment procedures for all securities transactions will be Delivery v. Payment (DVP) Competitive Bidding of Investments
The City’s investment procedures require that approved broker/dealers compete for investment purchases and sales in order for the City to obtain the highest yield available in the market and to ensure th at investment transactions are free from favoritism.
Qualified Bids will be required for purcha se of all investment transactions. The Treasurer shall select the best bid and is required to keep a record of each investment transaction. The Treasurer will rotate the purchase of investments among the pool of qualified broker/dealers.
If the City utilizes an external investment advisor, the advisor shall send its approved list of broker/dealers to the City annually and follow its policies and procedures for competitive bidding.
Annual Management Review and Audit
An annual audit of the City’s Investment Policy, practices, procedures, and portfolio status will be conducted by an independent auditor of all items including, but not limited to, items specified in the Audit Checklist provided in the City’s Procedure Manual. The auditor will provide the City with written observations and recommendations regarding the adequacy of investment controls. Segregated Investment Execution, Recordkeeping and Reporting An independent member of City staff will r ecord the Treasurer’s investment records or confirmations to the City’s general ledg er. In addition, inde pendent staff will 71 City of Aliso Viejo 2024-253-24 Investment Policy Page 5
perform the monthly reconciliation of bank, broker/dealer, and safekeeping confirmations.
Secondary Approval Required
The City Manager will review and approve the establishment of investment accounts, broker/dealer, and financial institution relationships and any agreements or contracts related to investments or investment related activity.
Wire Transfer Controls
All City wire transfers will be executed in accordance with a written agreement specifying control procedures required for wire transfers of funds, including the establishment of repetitive wires to pay for securities transactions with approved securities dealers as well as any other routine money transfers. All other non-repetitive wires require City Manager approval prior to release.
Investment Policy Adoption
The City Council’s primary responsibilities over the investment function includes establishing investment policies, annually reviewing such po licies, appointing a City Treasurer, reviewing monthly investment reports issued by the Treasurer, authorizing bond documents and financing transactions, and adopting recommended changes to the City’s Investment Policy as necessary.
The City’s investment policy shall be adopted by resolution of the City Council. The policy shall be reviewed annually by the City Council and any modifications made thereto must be approved the City Council.
Indemnification of Investment Officials
Any investment officer exercising his/her authority with due diligence, prudence, and care and in accordance with the Investment Policy and all written procedures shall be relieved of personal responsibility and liability for an individual security’s losses or losses incurred by the portfolio. However, any investment officer also bears the responsibility of reporting deviations from expectations in a timely manner to City Council and appropriate action is taken to control adverse developments and mitigate loss of principal.
Investment Portfolio Compliance
Should the portfolio, for any reason, fall out of compliance with this Investment Policy, immediate liquidation of securities in order to bring the portfolio back into compliance will not be required. However, the Treasurer must take action to bring the portfolio into compliance within 12 months from the date th e portfolio was determin ed to be in non- compliance with the provisions of this Investment Policy. Additionally, adequate disclosure of all instances of noncompliance, and the efforts undertaken to bring the portfolio into compliance, must be made on the monthly Treasurer’s Report. 72 City of Aliso Viejo 2024-253-24 Investment Policy Page 6
Reporting
The Treasurer shall submit a “Monthly Treasur er’s Report” to the City Manager and City Council within 45 days following the last day of the month to be agendized for official action at a regular Council meeting thereafter. These re ports shall disclose information relevant to the risk characteristics of the City’s investme nt portfolio and shall include the following information:
Monthly Treasurer’s Report
A. Cash receipts, disbursements, and balances in total.
B. A summary of the investment portfolio.
C. An asset list showing the issuer, type of investment, par value, maturity date, and interest rate.
D. Average rate of return on the City’s investment portfolio.
E. Maturity aging grouped by type of investment.
F. Diversification of the investment portfolio.
G. A listing of individual investment transa ctions during the month, as required by Government Code section 53607.
H. A statement of ability to meet upcoming operating expenses and spending requirements for the next six months.
I. A statement of compliance with the Investme nt Policy, including a schedule of any transactions or holdings which do not comply with this policy or with the California Government Code, including a justification for their presence in the portfolio, and a timetable for resolution.
Annual Report
The annual report will be prepared by the City Treasurer and submitted to the City Manager each fiscal year to ensure consistency. The annual report will include an overall analysis of the portfolio and shall suggest policies and improvements to enhance the City’s investment program. These enhancements w ill be annually considered by City Council and the authority to amend the Policy rests with City Council.
Authorized and Suitable Investments
Investment of City funds is governed by th e California Government Code Sections 53600, 53601, 53601.5, 53601.6, 53635, and 53635.5 et seq. Within the context of the limitations, the following investments are authorized, as further limited herein:
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Matrix of Suitable Investment Options and Restrictions
Investment Type: Maximum
Maturity:
Maximum
percentage of
Portfolio:
Maximum Par Value
per Issuer:
Credit Quality and
Requirements:
U.S. Treasury
Bills, Notes and
Bonds
5 Years
100 percent
N/A
Explicit Full Faith and Credit
Guarantee of United States
Governmen
t
Federal Agency
Obligations
5 Years 60 percent
35% per agency
Implied Guarantee of the United
States Government
Bankers’
Acceptances
(BA’s)
180 Days
20 percent
5% per issuer
Domestic banks only - deemed
eligible for purchase by the
Federal Reserve Ban
k
Certificates of
Deposit or Time
Deposits*
(CD’s)
5 Years
30 percent
5% per issuer
Senior debt only from top 15
percent of peer group rated
banks, savings & loans and credit
unions. Defined by Section 5102
of the Financial Code.
Negotiable
Certificates of
Deposit
5 Years
30 percent
$250,000
Brokered CD’s insured by FDIC
for a maximum of $250,000 per
issuer.
Local Agency
Investment Fund
(LAIF)
N/A
100 percent
$75,000,000
(per entity)
Treasurer will review investment
policies and practices to
determine if consistent with the
Polic
y
Commercial Paper
270 Days
20 percent
5% of portfolio
Highest letter and number rating
as provided for by a nationally
recognized statistical-rating
organization (NRSRO)
Money Market
Mutual Funds
N/A
10 20 percent
1020% per fund
(SEC Registered)
($1.00 NAV)
Highest rating from NRSRO.
Must also comply with Govt.
Code 53601(l) and 53601.6 (b)
and the weighted average to
maturity is less than 180 days.
Repurchase
Agreements*
92 Days
20 percent
20%
Signed security loan agreement
on file. Underlying securities
maintained at 102% of original
value. Reverse repurchase
agreements are specifically not
authorized under the Policy.
Supranational
Securities
5 Years
20 percent
10 % per issuer
United States dollar
denominated senior
unsecured unsubordinated
obligations issued or
unconditionally guaranteed
by the International Bank
for Reconstruction and
Development,
International Finance
74 City of Aliso Viejo 2024-253-24 Investment Policy Page 8
Corporation, or Inter-
American Development
Bank; rated AA or better
by two NRSROs.
Medium Term
Corporate Notes
5 Years
30 percent
5% of portfolio
Rated “A-” or better by a
nationally recognized rating
service. Code 53601 (k).
* Denotes a collateral requirement either initially, or at a pre-determined threshold. Please refer to Collateral section of the Policy for specific requirements.
Ratings and Rating Agencies
When possible, two ratings should be obtained to determine if an investment meets the Policy’s quality standard. Currently under this Policy, only Standard and Poor’s (S&P) and Moody’s Investor Service (Moody’s) are recognized investment ratings providers, and the City has established the following minimum standards to be applied at time of purchase and for reporting purposes:
Investment Type: Standard & Poor’s Moody’s
Banker’s Acceptances A1 P1
Commercial Paper A1 P1
Certificates of Deposit AA- Aa3
Money Market Mutual Funds AAA Aaa
Medium Term Corporate Notes A- A3
Supranational Securities AA Aa2
Repurchase Agreement – Provider AA Aa
Prohibited Investments
State and Federal laws notwithstanding, any in vestment not specifically described herein including, but not limited to, reverse repurchase agreements, derivatives, options, futures, zero coupon bonds, inverse floaters, range notes, firs t mortgages or trust deeds, collateralized mortgage obligations (CMO’s), limited partnerships, real estate investments trusts (REIT’s), open-end mutual funds, closed-end mutual fu nds, mutual funds with a weighted average maturity greater than 180 days, unregulated and/or uninsured investment pools, common stock, preferred stock, commodities, precious m etals, securities with high price volatility, limited marketability (less than three active bi dders), securities that may default on interest payments, and any other speculative investment deemed inappropriate under the Prudent Investor standard are strictly prohibited. In addition, any investment transaction that might impair public confidence in the Aliso Viejo City government is to be avoided.
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Collateralization
Collateral for Certificates of Deposit (CD) an d Negotiated Certificates of Deposit (NCD) must comply with Government Code, Chapter 4, Bank Deposit Law Section 16500 et seq. and the Savings and Loan and Credit Union Deposit Law Government Code Section 16600 et seq.
In addition, if the CD is not FDIC insured or goes over the FDIC $250,000 limit, collateral is required equal to 100 percent of principal.
Collateral for Repurchase Agreements shall be 102 percent of market value of principal and accrued interest. Collateral can be either US Tr easury securities or Federal Agency securities.
This will provide an addition level of security due to inevitable changes in market conditions.
Collateral will always be held by an independent third party with whom the City has a current custodial agreement. A clearly marked eviden ce of ownership (safekeeping receipt) must be supplied to the City and retained. The right of collateral substitution is granted within the parameters and constraints of this Policy.
Investment Pools
Government sponsored investment pools (Pools) are permitted under California Government Code Section 53601 et seq . and are an excellent short-term investment option for cash management facilities. These pools can provide safety, liquidity, and yield in a single diversified investment. However, thoughtful investigation and due diligence are required both initially at time of purchase and on an ongoing basis with analysis to determine that the investment pool is being managed in a manner consistent with the objectives of the Policy. The following guidelines include, but are not limited to:
The Pool shall have attained the highest ranking or the highest letter and numerical rating provided by not less than two na tionally recognized statistical rating organizations, or shall be insured by a municipal insurance corporation. The Pool marks to market weekly at a minimum.
The Pool provides comprehensive, timely monthly reports which include detailed transaction listings, report realized and unrealized gains and losses, provide accurate market values for each security, provide quality rating for individual securities, take delivery DVP, provide third party safekeeping of all investments, and for whom an audit is conducted annually by an independent auditor with no relationship to the Pool.
Money Market Mutual Funds
Money market mutual funds provide another safe , liquid, and diversified investment option for the City’s surplus capital. However, certain conditions need to be met both initially and on an ongoing basis. The money market may only invest in US Government securities permitted under this policy and under California Government Code Section 53601 et seq. with final stated maturities of one year or less “Government Money Market Funds.” In order to be an eligible money market inve stment under this section, the primary objective of the money market, as stated in the funds’ prospectus, is to maintain a constant $1.00 Net Asset Value (NAV). The following additional guidelines include, but are not limited to:
The money market only invests in US Government securities, and the weighted average maturity of the portfolio is less than 180 days. 76 City of Aliso Viejo 2024-253-24 Investment Policy Page 10
The fund shall be registered with the SEC.
The money market shall have attained the highest ranking or the highest letter and numerical rating provided by not less than two nationally recognized statistical rating organizations and shall maintain these ratings for the duration of the investment.
Maturity Limits
The longer the maturity of securities, the greater the market volatility. Therefore, the maximum maturity limit for any given security in the investment portfolio shall not exceed five (5) years.
It is also important to note that specific in vestments, detailed under the “Authorized and Suitable Investments” section, may be restricted to a shorter maturity.
The weighted average life of the portfolio may not exceed three (3) years in duration.
At a minimum, 15 percent of the portfolio sha ll remain liquid, accessible on demand by the City without restriction or penalty.
The investment portfolio shall be structured for liquidity purposes; therefore, 40 percent of the portfolio shall mature within 365-days .
Maturities will be selected based on a sufficiently detailed cash flow projection that facilitates selecting investment maturity dates to approx imately match the projected dates of budgeted expenditures. Once cash flow needs are matched, maturities are selected based on a “laddering strategy” and the shape of the yield curve.
Extensions in the maximum maturity and averag e weighted life of the portfolio must be supported by detailed cash flow forecasts demonstrating the adequacy of cash from maturing assets to meet one hundred twenty-five percent (125%) of monthly expenditures for each prospective quarter, ending with the current maximum including capital expenditures funded on a pay-as-you-go basis. Recommendations to extend maturities must be reviewed and approved by the City Manager and City Council.
Qualifications for Financial Institutions and Broker/Dealer’s The Treasurer will maintain a list of qualifie d financial institutions and broker/dealers authorized to transact business with the City, as stated in Appendix “B”.
If the City utilizes a SEC registered external investment advisor, the advisor shall maintain a list of authorized broker-dealers and compl ete the appropriate due diligence required by the SEC. The external investment advisor may use its own list of approved broker/dealers and financial institutions for investment purposes on behalf of the City. The investment advisor shall submit the list of approved broker/dealers to the Finance Director/City Treasurer on an annual basis. The Finance Director/City Treasur er may restrict the use of a broker/dealer which may be deemed unsuitable.
The financial entities eligible to transact investment business with the City are:
I. Federal Reserve Bank:
Direct purchase of U.S. Treasury Bills, No tes, and Bonds using primary government dealers as designated by the Federal Reserve are exempt from quality requirements and are encouraged due to commission or mark-up discounts.
II. Nationally or State Chartered Banks, Savings and Loans, and Credit Unions:
The City may purchase investments offered fr om Banks, Savings and Loans, and Credit 77 City of Aliso Viejo 2024-253-24 Investment Policy Page 11
Unions provided the institutions are:
Nationally or State Chartered Institutions.
Registered as investment securities dealers.
Ranked in the top 15 percent of institutions within their respective peer group. The signatures of two individuals shall be required for the opening and closing of any bank account (the Treasurer, City Manager, Mayor, or Mayor Pro Tem).
The Accounting Officer, who is independent of the investment function, shall keep a record of all opened and closed accounts. On an annual basis, the Accounting Officer shall provide a list of accounts to the independent auditor.
III. Broker/Dealers:
The City will purchase investments from primary dealers whenever possible. However, if an investment deemed appropriate for the portfolio is not available through the primary market, then the Treasurer may use an author ized broker/dealer from the pre-approved list of broker/dealers on record.
For a broker/dealer to be considered for pl acement on the pre-approved list, they must comply with the following:
Primary or Regional dealers that qualify for SEC Rule 15c3-1 Provide audited financial statements from the two most frequent years A statement certifying that the institut ion has reviewed the City’s Investment Policy and California Government Code Section 53600 et seq . and that all securities offered to the City shall comply fully with all provisions of the Policy and the California Government Code.
The signatures of two individuals shall be required for the opening and closing of any broker/dealer account (the Trea surer, City Manager, Mayor or Mayor Pro Tem). The Accounting Officer, who is independent of the investment function, shall keep a record of all opened and closed accounts. On an annual basis, the Accounting Officer shall provide a list of accounts to the independent auditor.
Settlement of securities traded thro ugh qualified broker/dealers shall occur trade date plus one or two days (depen ding upon security type), the current industry standard. New issue securities may have longer settlements, but none shall be greater than three weeks.
The Treasurer is responsible for ensuring that settlement occurs in a timely matter and that execution confirmations reflect accurate trade data. In addition, investment transactions are required to be Delivery v. Payment (DVP).
Diversification Guidelines and Risks
The City recognizes diversification is an invest ment strategy that will mitigate risk in the investment portfolio. The City’s investment portfolio shall be diversified to avoid incurring unreasonable and avoidable risks with regard to specific investment types. Within investment types, the City shall also maintain a mix of securities to avoid concentrations within individual financial institutions, geographic areas, industry types, and maturities. 78 City of Aliso Viejo 2024-253-24 Investment Policy Page 12
The City will only invest in fixed rate, fixed maturity securities and, with the exception of U.S.
Treasury securities or the Local Agency Investment Fund (LAIF), no more than 60 percent of the investment portfolio shall be invested in any single investment type or financial institution.
Safekeeping and Custody
All security transactions, including collateral fo r repurchase agreements and certificates of deposit, shall be transacted on a Delivery vs. Payment (DVP) basis. This means that the securities shall be delivered to the City or the City’s designated custodian upon receipt of payment by the City.
All securities that may be purchased, includ ing collateral, shall be held by a third-party custodian designated by the Treasurer whenever possible. These securities shall be held in the City’s name and control, and the third-party custodian shall be evidenced by safekeeping receipts. The third-party custodian shall send the City, on a monthly basis, a summary of safekeeping assets, and this statement shall be reconciled to the City’s records on a monthly basis. Securities held in custody for the City shall be independently audited on an annual basis to verify investment holdings.
Performance Standards and Evaluation
Investment performance is continually moni tored and evaluated by the City Treasurer.
Investment activity reports are generated on a monthly basis for presentation to the City Manager and City Council.
The weighted average maturity of the pooled portf olio shall not exceed three years and shall be designated to attain a market average rate of return. The market average rate of return will be determined by a custom benchmark that represents the prominent and persistent characteristics of the portfolio.
An annual audit of the City’s Investment Poli cy, practices, procedures, and portfolio status will be conducted by an independent auditor of all items including, but not limited to, items specified in the Audit Checklist provided in the City’s Procedure Manual. The auditor will provide the City Manager and City Council with written observations and recommendations regarding the adequacy of investment controls.
Qualifications and Continuing Education
The City Treasurer shall be a City employee or contract employee. The Treasurer shall be selected on the basis of educational backgrou nd and experience relevant to the Treasury function.
The City recognizes the need for and is committed to providing ongoing education specific to the investment function for the Treasurer and other City staff and officials involved in the investment process. 79
Appendix A
GLOSSARY OF TERMS
Accrued Interest - Interest earned but not yet received.
Active Deposits - Funds which are immediately required for disbursement.
Agencies - Federal agency securities and/or Government-sponsored enterprises.
Amortization - An accounting practice of gradually decreasing (inc reasing) an asset's book value by spreading its depreciation (accretion) over a period of time.
Asking Price - The price a broker/dealer offers to sell securities. See Offer Bankers' Acceptance (BA) - A “draft” or bill or exchange accepted by a bank or trust company. The accepting institution guarantees payment of the bill, as well as the issuer.
Basis Point - One basis point is one hundredth of one percent (.01).
Bear Market - A period of generally pessimistic attitudes and declining market prices.
Bid - The price offered by a buyer of securities. (When you are selling securities, you ask for a bid.) See Offer.
Bond - A financial obligation for which the issuer promises to pay the bondholder a specified stream of future cash flows, including periodic interest payments and a principal repayment.
Book Value - The value at which a debt security is shown on the holder's balance sheet. Book value is acquisition cost less amortization of premium or plus accretion of discount.
Broker - A broker brings buyers and sellers together for a commission.
Bull Market - A period of generally optimistic attitudes and increasing market prices.
Callables - Securities that the issuer has the right to redeem prior to maturity.
Certificate of Deposit - A time deposit with a specific matu rity, evidenced by a certificate.
Large-denomination CD's are typically negotiable. CD's may be eligible for FDIC insurance.
Collateral - Securities, evidence of deposit, or pledge s to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposit of public moneys.
Commercial Paper - Short-term, unsecured promissory notes issued by a corporation to raise working capital. These negotiable instruments ar e purchased at a discount to par value or at par value with interest bearing.
Comprehensive Annual Financial Report (CAFR) - The official annual financial report for the City. It includes government-wide and fund financial statements prepared in conformity with Generally Accepted Accounting Principals (GAAP).
Constant Maturity Treasury (CMT) - An average yield of a specific Treasury maturity sector for a specific time frame, or a
n index of the average yield on United States Treasury securities adjusted to a constant maturity. This is a market index for reference of past direction of interest rates for the given Treasury maturity range.
Coupon - The annual rate of interest that a bond's issuer promises to pay the bondholder on the bond's face value.
Credit Analysis - A critical review and appraisal of the economic and financial conditions or of the ability to meet debt obligations.
80 Appendix A
GLOSSARY OF TERMS (continued)
Current Yield - The interest paid on an investment expressed as a percentage of the current price of the security.
Custody - A banking service that provides safekeep ing for the individual securities in a customer's investment portfolio under a writte n agreement which also calls for the bank to collect and pay out income, to buy, sell, receive, and deliver securities when ordered to do so by the principal.
Debenture - A bond secured only by the general credit of the issuer.
Delivery v. Payment (DVP) - Delivery of securities with a simultaneous exchange of payment for the securities.
Demand Deposit Account - Accounts whose balance is available to meet immediate cash needs (maturities up to 7 days).
Derivatives - (1) Financial instruments whose return profile is linked to, or derived from, the security and may include a leveraging factor, or (2) financial contracts based upon notional amount whose value is derived from an underlying index or security (interest rates, foreign exchange rates, equities, or commodities).
Discount - The difference between the cost of a security and its value at maturity when quoted at lower than face value.
Discount Securities - Non-interest bearing money market instruments that are issued at a discount and redeemed at maturity for full face value, e.g., U. S. Treasury Bills.
Diversification - Dividing investment funds among a variety of securities offering independent return and risk profiles.
Duration - The weighted average maturity of a bond's cash flow stream, where the present value of the cash flows serves as the weights; the future point in time at which, on average, an investor has received exactly half of the origin al investment in present value terms; a bond's zero-coupon equivalent; the fulcrum of a bond's present value cash flow time line.
Fannie Mae - Trade name for the Federal National Mortgage Association (FNMA).
Federal Credit Agencies - Agencies of the Federal Government set up to supply credit to various classes of institutions and individuals, e.g., Savings and Loans, small business firms, students, farmers, farm cooperatives, and exporters.
Federal Deposit Insurance Corporation (FDIC) - Insurance provided to customers of a subscribing bank, which guarantees deposits to a set limit (currently $100,000) per account.
Federal Funds Rate - The rate of interest at which Federal funds are traded. This rate is currently pegged by the Federal Reserve through open-market operations.
Federal Home Loan Banks (FHLB) – Government-sponsored wholesale banks which lend funds and provide correspondent banking servi ces to member commercial banks, thrifty institutions, credit unions, and insurance companies. The mission of the FHLBs is to liquefy the housing related assets of its members who must purchase stock in their district Bank. 81 Appendix A
GLOSSARY OF TERMS (continued)
Federal Home Loan Mortgage Corporation (FHLMC) - The FHLMC was created under the Federal Home Loan Mortgage Act, Title III of the Emergency Home Finance Act of 1970 as a stockholder-owned government-sponsored enterprise. Freddie Mac, as the corporation is called, is charged with providing stability and assistance to the secondary home mortgage market by buying first mortgages and participat ion interests and reselling these securities in the form of guaranteed mortgage securities. Al though agency obligations are not explicitly guaranteed by the federal government, the rating agencies believe that in the unlikely event of financial difficulties, the federal government will support the agency to the extent necessary to provide for full and timely payment on their securities.
Federal National Mortgage Association (FNMA) - FNMA, like GNMA, was chartered under the Federal National Mortgage Association Act in 1938. FNMA is a federal corporation working under the auspices of the Department of Housing and Urban Development (HUD).
It is the largest single provider of residential mortgage funds in the United States. Fannie Mae, as the corporation is called, is a private st ockholder-owned corporation. The corporation's purchases include a variety of adjustable mortgages and second loans, in addition to fixed-rate mortgages. FNMA's securities are also highly liquid and are widely accepted. FNMA assumes and guarantees that all security holders will receive timely payment of principal and interest.
Federal Open Market Committee (FOMC) - Consists of seven members of the Federal Reserve Board and five of the twelve Federal Re serve Bank Presidents. The President of the New York Federal Reserve Bank is a permanent member, while the other Presidents serve on a rotating basis. The Committee periodically meets to set Federal Reserve guidelines regarding purchases and sales of Government Securities in the open market as a means of influencing the volume of bank credit and money.
Federal Reserve System - The central bank of the U. S. which consists of a seven-member Board of Governors, 12 regional banks, and 5,700 commercial banks that are members.
Fed Wire - A wire transmission service established by the Federal Reserve Bank to facilitate the transfer of funds through debits and credits of funds between participants within the Fed system.
Freddie Mac - Trade name for the Federal Home Loan Mortgage Corporation (FHLMC).
Ginnie Mae - Trade name for the Government National Mortgage Association (GNMA).
Government National Mortgage Association (GNMA) - Securities influencing the volume of bank credit guaranteed by GNMA and issue d by mortgage bankers, commercial banks, savings and loan associations, and other institutions. Security holder is protected by the full faith and credit of the U.S. Government. Ginni e Mae securities are backed by the FHA, VA, or FmHA mortgages. The term "pass-throughs" is often used to describe Ginnie Maes.
Inactive Deposits - Funds not immediately needed for disbursements.
Interest Rate - The annual yield earned on an investment, expressed as a percentage.
Investment Agreements - An agreement with a financial institution to borrow public funds subject to certain negotiated terms and conditions concerning collateral, liquidity, and interest rates.
82 Appendix A
GLOSSARY OF TERMS (continued)
LAIF (Local Agency Investment Fund) - A special fund in the State Treasury which local agencies may use to deposit funds for invest ment. There is no minimum investment period, and the minimum transaction is $5,000, in mult iples of $1,000 above that, with a maximum balance of $75,000,000 for any agency. It o ffers high liquidity because deposits can be converted to cash in 24 hours and no interest is lost. All interest is distributed to those agencies participating on a proportionate share basis de termined by the amounts deposited and the length of time they are depos ited. Interest is paid quarter ly. California Government Code §16429.3 states, in part:
"money placed with the State Treasurer for deposit in the Local Agency Investment Fund by cities, counties, or special distri cts shall not be subject to impoundment or seizure by any state official or state agency."
Liquidity - Refers to the ability to rapidly convert an investment into cash with minimal risk of losing some portion of principal and/or interest.
Local Government Investment Pool (LGIP) - The aggregate of all funds from political subdivisions that are placed in the custody of the State Treasurer for investment and reinvestment.
Market Value - The price at which a security is trading and could presumably be purchased or sold.
Master Repurchase Agreement - A written contract covering all future transactions between the parties to repurchase and/or reverse repurcha se agreements that establishes each party's rights in the transactions. A master agreement will specify, among other things, the right of the buyer-lender to liquidate the underlying secu rities in the event of default by the seller- borrower.
Maturity - The date upon which the principal or stated value of an investment becomes due and payable.
Medium Term Corporate Notes - Unsecured promissory notes issued by a corporation organized and operating in the United States. These are negotiable instruments and are traded in the secondary market. Medium term corpora te notes can be defined as extended maturity commercial paper. Local agencies are restricted by the Government Code to investments in corporations rated in the top three note categories by Moody's Investors Service, Inc., and/or Standard and Poor's Corporation. For medium term notes, eligible purchases consist of instruments that have a rating of "A" or better by both Moody's Investors Service, Inc., and Standard and Poor's Corporation.
Money Market - The market in which short-term debt instruments (bills, commercial paper, banker's acceptances, etc.) are issued and traded.
Negotiable Certificates of Deposit - Unsecured obligations of the financial institution, or bank, bought at par value with the promise to pay face value plus accrued interest at maturity.
They are high-grade negotiable instruments, paying a higher interest rate than regular certificates of deposit. The primary market i ssuance is in multiples of $1,000,000; the secondary market usually trades in denominations of $500,000, although smaller lots are occasionally available. As a matter of practice, only the ten largest U.S. banks where there is a secondary market established for continued liquidity would be considered for investment. 83 Appendix A
GLOSSARY OF TERMS (continued)
NRSRO - Nationally recognized statistical-rating organization New Issue - Term used when a security is originally "brought" to market.
Offer - The price asked by a seller of securities. (When you are buying securities, you ask for an offer.) See Asking Price and Bid.
Open Market Operations - Purchases and sales of governme nt and certain other securities in the open market by the New York Federal Reserve Bank as directed by the FOMC in order to influence the volume of money and credit in the economy. Purchases inject reserve into the bank system and stimulate growth of money an d credit; sales have the opposite effect. Open market operations are the Federal Reserve's most important and most flexible monetary policy tool.
Paper Gain or Loss - Term used for unrealized gain or loss on securities being held in a portfolio based on comparison of current market quotes and their original cost. This situation exists as long as the security is held while there is a difference between cost value (book value) and the market value.
Perfected Delivery - Refers to an investment where the actual security or collateral is held by an independent third party representing the purchasing entity.
Portfolio - Collection of securities held by an investor.
Primary Dealer - A group of government securities dealers that submit daily reports of market activity and security positions held to the Federal Reserve Bank of New York and are subject to its informal oversight.
Prudent Person Rule - An investment standard. In some states, the law requires that a fiduciary, such as a trustee, may invest money only in a list of securities selected by the custody state - the so-called legal list. In other states, the trustee may invest in a security if it is one which would be bought by a prudent person of discretion and intelligence who is seeking a reasonable income and preservation of capital.
Purchase Date - The date in which a security is purchased for settlement on that or a later date.
Qualified Public Depositories - A financial institution that does not claim exemption from the payment of any sales or compensating use or ad valorem taxes under the laws of this state, which has segregated for the benefit of the commission eligible collateral having a value of not less approved by the Public Deposit Protection Commission to hold public deposits.
Rate of Return - The yield obtainable on a security based on its purchase price or its current market price. This may be the amortized yiel d to maturity on a bond or the current income return.
Repurchase Agreement (RP or REPO) - A holder of securities sells these securities to an investor with an agreement to repurchase them at a fixed price on a fixed date. The security "buyer" in effect lends the "seller" money for the period of the agreement, and the terms of the agreement are structured to compensate him for this. Dealers use RP extensively to finance their positions. Exception: When the Fed is said to be doing RP, it is lending money, or increasing bank reserves.
84 Appendix A
GLOSSARY OF TERMS (continued)
Reverse Repurchase Agreement (Reverse REPO) - A transaction where the seller (City) agrees to buy back from the buyer (bank) the s ecurities at an agreed upon price after a stated period of time.
Risk - Degree of uncertainty of return on an asset.
Safekeeping - See Custody.
Secondary Market - A market made for the purchase and sale of outstanding issues following the initial distribution.
Securities and Exchange Commission - Agency created by Congre ss to protect investors in securities transactions by administering securities legislation.
SEC Rule 15(C)3-1 - See Uniform Net Capital Rule.
Settlement Date - The date on which a trade is cleared by delivery of securities against funds.
Spread - a) The yield or price difference between the bid and offer on an issue; b) the yield or price difference between different issues.
Structured Notes - Notes issued by government-sponsored enterprises (FHLB, FNMA, etc.) and corporations that have imbedded options (e.g., call features, step-up coupons, floating rate coupons, derivative-based returns) in their debt structure. Their market performance is impacted by the fluctuation of interest rates, the volatility of the imbedded options, and shifts in the shape of the yield curve.
Supranational - A supranational entity is formed by two or more central governments with the purpose of promoting economic development for the member countries. Supranational institutions finance their activities by issuing debt, such as supranational bonds. The three U.S. based supranationals are International Bank for Reconstruction and Development, the International Finance Corporation, and the Inter-American Development Bank.
Swap - The sale of one issue and the simultaneous purchase of another for some perceived advantage.
Treasury Bills - A non-interest bearing discount secu rity issued by the U.S. Treasury to finance the national debt. Most bills are issued to mature in three months, six months, or one year.
Treasury Bonds - Long-term coupon-bearing U. S. Tr easury securities issued as direct obligations of the U. S. Government and having initial maturities of more than ten years.
Treasury Notes - Medium-term coupon-bearing U. S. Treasury securities issued as direct obligations of the U. S. Government and having initial maturities from two to ten years.
Uniform Net Capital Rule - Securities and Exchange Commission requirement that member firms, as well as nonmember broker-dealers in securities, maintain a maximum ratio of indebtedness to liquid capital of 15 to 1; also called net capital rule and net capital ratio.
Indebtedness covers all money owed to a firm, including margin loans and commitments to purchase securities, one reason new public issues are spread among members of underwriting syndicates. Liquid capital includes cash and assets easily converted into cash.
U.S. Government Agencies - Instruments issued by various U.S. Government Agencies, most of which are secured only by the credit worthiness of the particular agency.
Yield - The rate of annual income return on an investment, expressed as a percentage. It is obtained by dividing the current dollar income by the current market price of the security. 85 Appendix A
Yield to Maturity - The rate of income return on an investment, minus any premium or plus any discount, with the adjustment spread over the period from the date of purchase to the date of maturity of the bond, expressed as a percentage. 86 Appendix B
QUALIFIED BROKER/DEALERS
The City has qualified the following Broker/Dealer’s:
Cantella & Co. Inc
Great Pacific Securities
Higgins Capital
Morgan Stanley
Multi-Bank Securities, Inc
Mutual Securities, Inc
Raymond James & Associates, Inc.
Time Value Investments
UBS Financial Services, Inc
Wedbush Securities
87 Appendix C
ADMINISTRATIVE POLICY
Investment Guidelines, Strategy, and Internal Control
88 RESOLUTION NO. 2023- 21
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALISO
VIEJO, CALIFORNIA, REPEALING RESOLUTION NO. 2022- 24, AND ADOPTING AN INVESTMENT POLICY FOR FISCAL YEAR 2023- 24
WHEREAS, Government Code Section 53600 et seq. sets forth the State of California' s policy with regard to the importance of the solvency and creditworthiness of each individual local agency and the protection thereof; and WHEREAS, the City of Aliso Viejo is a local agency subject to the provisions of Government Code Section 53600 et seq.; and
WHEREAS, Government Code Section 53646 requires local agencies, such as the City of Aliso Viejo to consider annually a statement of investment policy, after review and consideration at a public meeting; and
WHEREAS, at a regular public meeting of the City Council the Council considered a statement of investment policy for the City, entitled City of Aliso Viejo Statement of Investment Policy for Fiscal Year2023- 24 attached hereto as Exhibit" A" and incorporated herein;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALISO VIEJO AS FOLLOWS:
Section 1. The statement of investment attached hereto as Exhibit " A" entitled City of Aliso Viejo Statement of Investment Policy for Fiscal Year 2023- 24 is adopted as the City' s Investment Policy.
Section 2. Resolution No. 2022- 24 is hereby repealed Section 3. This Resolution shall be effective July 1, 2023.
Section 4. The City Clerk shall certify as to the adoption of this Resolution.
89 PASSED, APPROVED AND ADOPTED this 19th day of July, 2023. ichard Hurt
Mayor
APPROVED AS TO FORM: ATTEST:
omit.
airiampAva
Sc• tt C. Smith, City Attorney Mitzi rtiz, C, City CI k
90 STATE OF CALIFORNIA
COUNTY OF ORANGE ss.
CITY OF ALISO VIEJO
I, MITZI ORTIZ, City Clerk of the City of Aliso Viejo, California, DO HEREBY CERTIFY that the foregoing is the original of Resolution No. 2023- 21 duly passed and adopted by the City Council of the City of Aliso Viejo at their regular meeting held on the 19th day of July, 2023, by the following roll call vote, to wit:
AYES: Mayor Hurt, Mayor Pro Tern Munzing, and Councilmembers Chun and Duncan
NOES: None
ABSENT: Councilmember Ackley
G 6 _ d.
275_, ,
MITZI RT MMC
CITY CLERK
SEAL)
91 EXHIBIT" A"
CITY OF ALISO VIEJO
STATEMENT OF INVESTMENT POLICY
FOR FISCAL YEAR 2023- 24
As ADOPTED July 19, 2023
CITY COUNCIL
Mayor Richard Hurt
Mayor Pro Tem Mike Munzing
Council Member Tiffany Ackley
Council Member Ross Chun
Council Member Max Duncan
City ofAliso Viejo 2023- 24 Investment Policy Page i
92 TABLE OF CONTENTS
Statement of Investment Polic 1
Objectives 1
Scope of Funds 2
Prudent Investor Standard 2
Investment Philosophy 2
Delegation of Authority 3
Public Trust 3
Ethics and Conflicts of Interest 3
Internal Investment Controls 4
Investment Policy Adoption 5
Indemnification of Investment Officials 5
Investment Portfolio Compliance 5
Reporting 6
Authorized and Suitable Investments 6
Ratings and Rating Agencies 8
Prohibited Investments 8
Collateralization 9
Investment Pools 9
Money Market Mutual Funds 9
Maturity Limits 10
Qualifications for Financial Institutions and Broker/ Dealer' s 10 Diversification Guidelines and Risks 11
Safekeeping and Custody 12
Performance Standards and Evaluation 12
Qualifications and Continuin• Education 12
APPENDIX A: Glossary of Terms
APPENDIX B: Qualified Broker/ Dealers
APPENDIX C: Administrative Policy: Investment Guidelines, Strategy, and Internal Control
City ofAliso Viejo 2023- 24 Investment Policy Page ii
93 Statement of Investment Polic
This Statement of Investment Policy(" Policy"), as set forth by the City of Aliso Viejo (" City"), provides the guidelinesfor prudent investmentof the City's idle or reservecashand outlines the policies essentialto ensuring the safety and financial strength of the City's investment portfolio.
This Policy is basedon the principles of prudent money managementand conforms to all applicableFederaland StateLaws governing the investment of public funds. In instancesin which the Policyis more restrictivethan Federalor StateLaw, the Policywill supersede.
Objectives
It is the policy of the City to invest public funds in a manner which will provide for the preservationof capitalwhile meetingthe dailycashflow requirementsof the City and attaining a market average rate of return within an acceptable and defined level of risk.
The Policy hasthreeprimary objectives,in order of priority:
1. Preservation of Capital ( Safety) - the protection of principal is the foremost consideration when undertaking investment decisions that affect public funds. The objective is to mitigate credit risk and interest rate risk.
Credit Risk
Credit Risk is the risk of loss of principal due to the failure of the securityissuer.
Credit Risk can be mitigated by:
Limiting investments to the safest types of securities.
Pre- qualifying accountants, auditors, financial institutions, broker/ dealers, financial advisors, and other outside consultants with which the City does business.
Diversifying the investmentportfolio so that potential lossesareminimized.
Interest Rate Risk
Interest rate risk is the risk that the market value of securities will fall due to a rise in general market interest rates. It is the policy of the City to hold individual securitiesto maturity in an effort to meetliquidity demands. Interest raterisk can be mitigated by:
Holding individual securities to maturity - Structuring the investment portfolio so that securities mature to meet cash flow requirements for ongoing operations, therebyavoiding the needto sellsecuritieson the open marketprior to maturity.
Employing a laddering strategy whereby staggering maturities of individual securities so that bonds come due in increments, assuring an overall liquidity pattern.
Limiting maturitiesof individual securitiesand the averagematurity of the overall portfolio.
City ofAliso Viejo 2023- 24 Investment Policy Page 1
94 2. Liquidity - the investment portfolio shall remain sufficiently liquid to meet all daily cashflow and operating requirementsthat may be reasonablyexpectedor anticipated.
3. Return or Yield- attain a rateof return consistentwith the primary objectivesof safety and liquidity, throughout budgetary and economic cycles.
Scope of Funds
The investmentpolicy appliesto all financialassetsandinvestmentactivitiesof the City, except for proceeds of debt issuance. Debt proceeds shall be invested in accordancewith the PermittedInvestments" provisions for eachspecificbond indenture.
The Policy appliesto the following funds and is accountedfor in the City's annual audited financial statements.
A. General Fund
B. Special Revenue Funds
C. Debt Service Funds
D. Capital Improvement Funds
E. Enterprise Funds
F. Internal Service Funds
G. Agency Funds
Prudent Investor Standard
The standard to be used by investment officials shall be that of a " prudent person" and shall be appliedin the context of managingall aspectsof the City'sinvestmentportfolio The Prudent Investor Standard:
Governing bodies of local agencies or persons authorized to make investment decisions on behalf of thoselocal agenciesinvesting public funds pursuantto this chapteraretrusteesand therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing,acquiring, exchanging, selling, and managingpublic funds, a trusteeshallactwith care, skill, prudence, and diligence under the circumstancesthen prevailing, that a prudent personactingin alike capacityand familiarity with thosematterswould usein the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needsof the agency. Within the limitations of sections16429.1 and 53600through 53684of the CaliforniaGovernment Codeandconsideringindividual investmentsasa part of an overall strategy, a trustee is authorized to acquire investments asauthorized by law.
Investment Philosophy
It is the investment philosophy of the City to make investment decisions based on an overall passive management style that embodies a prudent investor standard and such that investments are purchased to generally match expected future cashoutflows and with the intent to hold until maturity.
Accordingly, the City's conservativephilosophy prohibits activetrading and speculation; i.e., the purchase of securities with the intent to profit from favorable market changes in market pricesor market conditions. Leveragingor borrowing money for the purposeof investing is specifically prohibited. However, the City may elect to sell a security prior to its maturity and
City ofAliso Viejo 2023- 24 Investment Policy
95 record acapitalgain or lossin order to improve the quality, liquidity, or yield of the portfolio in response to market conditions or City needs.
Delegation of Authority
The City' s Resolution No. 2003-018 appoints the Director of Financial Services to also serve asCity Treasurer. The Treasurer, or his or her designee,has the authority to manage the City' s investment portfolio in accordancewith California Government Code Sections53600 and 53630 etseq. and all related State and Federal laws.
The Treasurer will provide prior written notification to the City Manager and City Council regardingthe designationof responsibilities.
The Treasurershall establishwritten proceduresfor the operation and managementof the City's investment portfolio consistentwith this investment policy. The proceduresshould include referenceto safekeeping, repurchaseagreements, wire transfer agreements, banking service contracts, collateral or depository agreements, competitive bid process, and due diligence. Suchproceduresshallinclude explicit delegationof authority to personsresponsible for investment transactions. No person may engagein an investment transaction, except as provided under the terms of this policy and the investment proceduresestablishedby the Treasurer and approved by the City Manager.
The City may also engageSecurities and Exchange Commission registered external investment advisor to manage the City' s investment program.
Public Trust
All participantsin the investmentprocessshallact ascustodiansof public funds. Investment officials shall recognize that the investment portfolio is subject to public review and evaluation.
The overall program shallbe designedand managedwith a degreeof professionalismthat is worthy of public trust. In a diversified portfolio, it must be recognized that occasional measuredlossesareinevitableandmust be consideredin the context of the overall portfolio' s investment return, provided that adequate diversification has been implemented.
Ethics and Conflicts of Interest
Elected officials and employeesof the City involved in the investment processshall refrain from personalbusinessactivity that could conflict with proper execution of the investment program, or which could impair their ability to makeimpartial decisionsunder the Political Reform Act and Government Code Section1090etseq. Elected officials and employeesshall disclose to the City Manager any material interests in financial institutions that conduct businesswith the City, and they shall further discloseany personalinvestment position or financial asset that could be related to the performance of the City' s investment program.
Elected officials and employeesshall subordinatetheir personal investment transactionsto thoseof the City particularlywith regardto the time of purchasesand sales.
Any firm proposing to provide any type of investment service to the City shall acknowledge their familiarity with the provisions of the Political Reform Act, Government Code Section 81000 etseq. and CA Code of Regulations 18110 etseq. and the provisions limiting contractual conflicts of interest under Government Code Section 1090 etseq. Any firm proposing to provide any type of investment service to the City shall also acknowledge their familiarity with and agreeto abide by any Federal or Statelaw, regulation, rule, or policy pertaining to or limiting campaign contributions by such firms, their employees, spouses, or agents.
City ofAliso Viejo 2023- 24 Investment Policy
96 All persons, firms, broker/ dealers, financial institutions, and advisorsproviding investment servicesor bond issueassistanceshall discloseto the City Managerand the Treasurerall fee sharing, fee-splitting, andcommissionarrangementswith other entitiesor personsprior to the City agreeingto buy aninvestment or issuebonds.
Internal Investment Controls
The Treasurer will implement and maintain a system of internal investment controls and segregateresponsibilitiesof investment functions in order to prevent fraud, theft, loss of principal, loss of control over funds,inaccuratereporting, andnegligence.
The Treasurerwill assigndesignee(s) to assistin carryingout thesefunctions andwill establish an Oversight Reviewerfunction that may be carried out by a designatedmember of staff, independentindividuals, or independentexpertcontractor to perform specifiedtasks.
In addition to the specifiedrequirementsplacedon investment types, quality, maturity, and diversification, further controls will include:
Safekeeping of Securities
To protect againstlossescausedby the collapseof individual securitiesdealers, all securitiesowned by the City are required to be held by a third-party safekeeping institution. Third- party safekeepinginstitutions may not act as custodiansfor any securities which that institution has issued or sold to the City.
Collateral must be held at safekeeping, as defined in the Safekeepingand Custody section of the Policy.
Paymentproceduresfor all securitiestransactionswill be Delivery v. Payment(DVP) Competitive Bidding of Investments
The City's investment proceduresrequire that approvedbroker/ dealerscompetefor investment purchasesand salesin order for the City to obtain the highest yield available in the market and to ensure that investment transactions are free from favoritism.
Qualified Bids will be required for purchase of all investment transactions. The Treasurershallselectthe bestbid andis requiredto keeparecord of eachinvestment transaction. The Treasurerwill rotate the purchaseof investmentsamongthe pool of qualified broker/ dealers.
If the City utilizes an externalinvestment advisor, the advisor shallsendits approved list of broker/ dealersto the City annuallyand follow its policies and proceduresfor competitive bidding.
Annual Management Review and Audit
An annualaudit of the City's Investment Policy, practices, procedures, and portfolio statuswill be conducted by an independent auditor of all items including, but not limited to, items specified in the Audit Checklist provided in the City's Procedure Manual. The auditor will provide the City with written observations and recommendationsregardingthe adequacyof investmentcontrols.
Segregated Investment Execution, Recordkeeping and Reporting An independent member of City staff will record the Treasurer' s investment records or confirmations to the City's general ledger. In addition, independent staff will
City
ofAliso Viejo 2023- 24 Investment Policy
97 perform the monthly reconciliation of bank, broker/ dealer, and safekeeping confirmations.
Secondary Approval Required
The City Managerwill review and approvethe establishmentof investmentaccounts, broker/ dealer, and financialinstitution relationshipsand anyagreementsor contracts related to investments or investment related activity.
Wire Transfer Controls
All City wire transfers will be executed in accordance with a written agreement specifying control procedures required for wire transfers of funds, including the establishmentof repetitive wires to pay for securitiestransactionswith approved securities dealers aswell asany other routine money transfers. All other non- repetitive wires requireCity Managerapprovalprior to release.
Investment Policy Adoption
The City Council'sprimary responsibilitiesover the investmentfunction includesestablishing investment policies, annuallyreviewing suchpolicies, appointing a City Treasurer, reviewing monthly investment reports issued by the Treasurer, authorizing bond documents and financingtransactions,andadoptingrecommendedchangesto the City'sInvestment Policy as necessary.
The City's investment policy shallbe adopted by resolution of the City Council. The policy shall be reviewed annually by the City Council and any modifications made thereto must be approved the City Council.
Indemnification of Investment Officials
Any investmentofficer exercisinghis/ her authoritywith duediligence,prudence,andcareand in accordancewith the Investment Policy and all written procedures shall be relieved of personalresponsibilityandliability for anindividual security'slossesor lossesincurred by the portfolio. However,anyinvestmentofficer alsobearsthe responsibilityof reporting deviations from expectationsin atimely mannerto City Council andappropriateactionis takento control adversedevelopmentsandmitigate lossof principal.
Investment Portfolio Compliance
Should the portfolio, for any reason, fall out of compliance with this Investment Policy, immediateliquidation of securitiesin order to bring the portfolio back into compliancewill not be required. However, the Treasurer must take action to bring the portfolio into compliancewithin 12 months from the date the portfolio was determined to be in non- compliance with the provisions of this Investment Policy. Additionally, adequate disclosure of all instances of noncompliance, and the efforts undertaken to bring the portfolio into compliance, must be made on the monthly Treasurer' s Report.
City
ofAliso Viejo 2023- 24 Investment Policy
98 Reportin .
The Treasurer shall submit a " Monthly Treasurer' s Report" to the City Manager and City Council within 45 days following the last day of the month to be agendized for official action at a regular Council meeting thereafter. Thesereports shall discloseinformation relevant to the risk characteristicsof the City's investment portfolio and shall include the following information:
Monthly Treasurer' s Report
A. Cash receipts, disbursements, and balances in total.
B. A summaryof the investmentportfolio.
C. An assetlist showing the issuer, type of investment, par value, maturity date, and interest rate.
D. Average rate of return on the City' s investment portfolio.
E. Maturity aginggrouped by type of investment.
F. Diversification of the investmentportfolio.
G. A listing of individual investment transactionsduring the month, as required by Government Code section 53607.
H. A statement of ability to meet upcoming operating expenses and spending requirements for the next six months.
I. A statementof compliancewith the Investment Policy, including a scheduleof any transactionsor holdingswhich do not comply with this policy or with the California Government Code, including a justification for their presencein the portfolio, and a timetable for resolution.
Annual Report
The annual report will be prepared by the City Treasurer and submitted to the City Manager each fiscal year to ensure consistency. The annual report will include an overall analysisof the portfolio andshallsuggestpoliciesandimprovementsto enhancethe City's investment program. These enhancementswill be annually consideredby City Council andthe authority to amendthe Policy restswith City Council.
Authorized and Suitable Investments
Investment of City funds is governed by the California Government Code Sections 53600, 53601, 53601.5, 53601.6, 53635, and 53635.5 etseg. Within the context of the limitations, the following investments are authorized, as further limited herein:
City ofAliso Viejo 2023- 24 Investment Policy
99 Matrix of Suitable Investment Options and Restrictions Investment Type: Maximum Maximum Maximum Par Value Credit Quality and Maturity: percentage of per Issuer: Requirements:
Portfolio:
U. S. Treasury Explicit Full Faith and Credit
Bills, Notes and 5 Years 100 percent N/ A Guarantee of United States Bonds Government
Federal Agency 5 Years
60 percent
o
Implied Guarantee of the United
Obligations
35% per agency States Government
Bankers' Domestic banks only- deemed
Acceptances 180 Days 20 percent 5% per issuer eligible for purchaseby the BA' s) Federal Reserve Bank
Senior debt only from top 15
Certificates of percent of peergroup rated
Deposit or Time
o banks, savings & loans and credit
Deposits*
5 Years 30 percent 5% per issuer
unions. Defined by Section5102
CD' s) of the Financial Code.
Negotiable Brokered CD' s insured by FDIC
Certificates of 5 Years 30 percent 250, 000 for a maximum of$ 250,000per Deposit issuer.
Local Agency
Treasurer will review investment
Investment Fund N/ A 100 percent
75, 000, 000 policies and practicesto
LAIF) per entity) determine if consistent with the
Policy
Highest letter and number rating
Commercial Paper 270 Days 20 percent 5% of portfolio
asprovided for by a nationally
recognizedstatistical-rating
organization( NRSRO)
Highest rating from NRSRO.
10% per fund Must alsocomply with Govt.
Money Market
N/ A 10 percent SEC Registered) Code 53601( 1) and 53601. 6 ( b) Mutual Funds
1. 00 NAV) and the weighted average to
maturity is lessthan 180days.
Signedsecurityloan agreement
on file. Underlying securities
Repurchase
o
Agreements*
maintained at 102% of original
92 Days 20 percent 20%
value. Reverse repurchase
agreements are specifically not
authorized under the Policy.
Supranational
United States dollar
Securities 5 Years 20 percent 10% per issuer denominated senior unsecured unsubordinated
obligations issued or
unconditionally guaranteed
by the International Bank
for Reconstruction and
Development,
International Finance
City ofAliso Vi jo 2023- 24 Investment Policy
100
Corporation, or Inter-
American Development
Bank; rated AA or better
by two NRSROs.
Medium Term Rated" A-" or better by a
Corporate Notes
5 Years 30 percent 5% of portfolio nationally recognizedrating service. Code 53601 ( k).
Denotesa collateralrequirementeitherinitially, oratapre-determinedthreshold. PleaserefertoCollateral sectionofthePolicyfor specificrequirements.
Ratings and Rating Agencies
When possible, two ratings should be obtained to determine if an investment meets the Policy' s quality standard. Currently under this Policy, only Standard and Poor' s ( S& P) and Moody'sInvestor Service (Moody's) arerecognizedinvestmentratingsproviders, andthe City has establishedthe following minimum standardsto be applied at time of purchaseand for reporting purposes:
Investment Type: Standard & Poor' s Moody' s
Banker' s Acceptances Al P1
Commercial Paper Al P1
Certificates of Deposit AA- Aa3
Money Market Mutual Funds AAA Aaa
Medium Term Corporate Notes A- A3
Supranational Securities AA Aa2
Repurchase Agreement— Provider AA Aa
Prohibited Investments
State and Federal laws notwithstanding, any investment not specifically described herein including,but not limited to, reverserepurchaseagreements,derivatives, options, futures,zero coupon bonds, inverse floaters, range notes, first mortgages or trust deeds, collateralized mortgage obligations ( CMO' s), limited partnerships, real estateinvestmentstrusts (REIT' s), open- end mutual funds, closed- end mutual funds, mutual funds with a weighted average maturity greater than 180 days, unregulatedand/or uninsured investment pools, common stock, preferred stock, commodities, precious metals, securitieswith high price volatility, limited marketability ( less than three active bidders), securities that may default on interest payments, and any other speculative investment deemed inappropriate under the Prudent Investor standardare strictly prohibited. In addition, any investment transaction that might impair public confidencein the Aliso Viejo City governmentis to be avoided.
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Collateralization
Collateral for Certificates of Deposit ( CD) and Negotiated Certificates of Deposit ( N CD) must complywith Government Code, Chapter4, Bank Deposit Law Section16500etseq. and the SavingsandLoan and Credit Union Deposit Law Government CodeSection16600etseq.
In addition, if the CD is not FDIC insured or goes over the FDIC $ 250, 000 limit, collateral is requiredequalto 100percent of principal.
Collateral for RepurchaseAgreementsshallbe 102percent of market value of principal and accruedinterest. Collateralcanbe either US Treasurysecuritiesor FederalAgency securities.
This will provide an addition level of securitydueto inevitablechangesin market conditions.
Collateralwill alwaysbe held by anindependentthird party with whom the City hasa current custodialagreement. A clearlymarked evidenceof ownership (safekeepingreceipt) must be supplied to the City and retained. The right of collateral substitution is granted within the parametersand constraintsof this Policy.
Investment Pools
Government sponsoredinvestmentpools (Pools) arepermittedunder California Government Code Section 53601 et seq. and are an excellent short-term investment option for cash managementfacilities.Thesepools canprovide safety,liquidity, andyieldin asinglediversified investment. However, thoughtful investigationand due diligencearerequiredboth initially at time of purchaseandon an ongoing basiswith analysisto determinethat the investmentpool is being managedin a manner consistentwith the objectives of the Policy. The following guidelinesinclude, but arenot limited to:
The Pool shall haveattainedthe highest ranking or the highestletter and numerical rating provided by not less than two nationally recognized statistical rating organizations,or shallbe insuredby amunicipal insurancecorporation.
The Pool marksto marketweeklyat a minimum.
The Pool provides comprehensive, timely monthly reports which include detailed transactionlistings, report realizedand unrealizedgainsand losses, provide accurate market valuesfor eachsecurity, provide quality rating for individual securities, take delivery DVP, provide third party safekeepingof all investments, and for whom an audit is conducted annuallyby an independentauditor with no relationship to the Pool.
Mone Market Mutual Funds
Money market mutual funds provide another safe, liquid, and diversified investment option for the City' s surplus capital. However, certain conditions need to be met both initially and on an ongoing basis. The money market may only invest in US Government securities permitted under this policy and under California Government Code Section 53601 etseq.withfinal stated maturities of one year or less " Government Money Market Funds." In order to be an eligiblemoney marketinvestment under this section, the primary objective of the money market, as stated in the funds' prospectus, is to maintain a constant $ 1.00 Net Asset Value ( NAV). The following additionalguidelinesinclude, but arenot limited to:
The money market only invests in US Government securities, and the weighted averagematurity of the portfolio is lessthan 180days.
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The fund shall be registered with the SEC.
The money market shall have attainedthe highestranking or the highest letter and numericalrating provided by not lessthan two nationally recognizedstatisticalrating organizations and shall maintain these ratings for the duration of the investment.
Maturity Limits
The longerthe maturity of securities,thegreaterthemarketvolatility. Therefore,the maximum maturity limit for anygivensecurityin theinvestmentportfolio shallnot exceedfive (5)years.
It is also important to note that specific investments, detailed under the " Authorized and Suitable Investments" section,maybe restrictedto a shortermaturity.
The weightedaveragelife of the portfolio maynot exceedthree (3) yearsin duration.
At a minimum, 15 percentof the portfolio shallremain liquid, accessibleon demandby the City without restriction or penalty.
The investment portfolio shallbe structured for liquidity purposes; therefore, 40 percent of the portfolio shallmaturewithin 365-days .
Maturities will be selectedbasedon a sufficiently detailedcashflow projection that facilitates selectinginvestment maturity datesto approximatelymatch the projected datesof budgeted expenditures. Once cash flow needs are matched, maturities are selected based on a" laddering strategy" andthe shapeof the yield curve.
Extensions in the maximum maturity and averageweighted life of the portfolio must be supportedby detailedcashflow forecastsdemonstratingthe adequacyof cashfrom maturing assets to meet one hundred twenty- five percent ( 125%) of monthly expendituresfor each prospectivequarter, endingwith the current maximum including capitalexpendituresfunded on a pay- as- you- go basis. Recommendations to extend maturities must be reviewed and approved by the City Manager and City Council.
Qualifications for Financial Institutions and Broker/ Dealer' s The Treasurer will maintain a list of qualified financial institutions and broker/ dealers authorized to transact business with the City, asstated in Appendix" B".
If the City utilizes a SEC registeredexternalinvestment advisor, the advisor shall maintain a list of authorized broker- dealers and complete the appropriate due diligence required by the SEC. The externalinvestment advisor may useits own list of approved broker/ dealersand financial institutions for investment purposeson behalf of the City. The investment advisor shall submit the list of approved broker/ dealers to the Finance Director/ City Treasurer on an annual basis. The Finance Director/ City Treasurermay restrict the use of a broker/ dealer which may be deemed unsuitable.
The financial entities eligible to transact investment business with the City are:
I. Federal Reserve Bank:
Direct purchase of U. S. Treasury Bills, Notes, and Bonds using primary government dealersasdesignatedby the FederalReserveareexemptfrom qualityrequirementsandare encourageddueto commissionor mark-up discounts.
II. Nationally or State Chartered Banks, Savings and Loans, and Credit Unions:
The City may purchaseinvestmentsoffered from Banks, Savingsand Loans, and Credit
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Unions provided the institutions are:
Nationally or State Chartered Institutions.
Registered as investment securities dealers.
Rankedin thetop 15percentof institutionswithintheirrespectivepeergroup.
The signaturesof two individuals shallbe requiredfor the opening andclosing of anybankaccount(theTreasurer,City Manager,Mayor, or Mayor Pro Tern).
The Accounting Officer, who is independentof the investmentfunction, shall keep a record of all opened and closed accounts. On an annual basis, the Accounting Officer shallprovide alist of accountsto theindependentauditor.
III. Broker/ Dealers:
The City will purchaseinvestmentsfrom primary dealerswheneverpossible. However, if an investment deemedappropriate for the portfolio is not availablethrough the primary market, then the Treasurermay usean authorizedbroker/ dealerfrom the pre-approved list of broker/ dealers on record.
For a broker/ dealerto be consideredfor placementon the pre-approvedlist, they must comply with the following.
Primary or Regionaldealersthat qualify for SECRule 15c3-1 Provide auditedfinancial statementsfrom the two most frequentyears A statementcertifying that the institution hasreviewedthe City's Investment Policy and California Government Code Section 53600 et seg. and that all securitiesoffered to the City shallcomply fully with all provisions of the Policy and the California Government Code.
The signaturesof two individuals shallbe requiredfor the opening and closing of any broker/ dealer account ( the Treasurer, City Manager, Mayor or Mayor Pro Tem). The Accounting Officer, who is independent of the investment function, shall keep a record of all opened and closed accounts. On an annual basis,the Accounting Officer shallprovide alist of accountsto theindependent auditor.
Settlement of securitiestraded through qualified broker/ dealers shall occur trade date plus one or two days ( depending upon security type), the current industry standard. New issue securities may have longer settlements, but none shall be greater than three weeks.
The Treasureris responsiblefor ensuringthat settlementoccurs in a timely matter and that execution confirmations reflect accurate trade data. In addition, investmenttransactionsarerequiredto be Delivery v. Payment (DVP).
Diversification Guidelines and Risks
The City recognizesdiversification is an investment strategythat will mitigate risk in the investment portfolio. The City's investment portfolio shall be diversified to avoid incurring unreasonable and avoidable risks with regard to specific investment types. Within investment types, the City shall also maintain a mix of securities to avoid concentrations within individual financialinstitutions, geographicareas, industry types, andmaturities.
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The City will only investin fixed rate, fixed maturity securitiesand,with the exceptionof U.S.
Treasury securities or the Local Agency Investment Fund ( LAIF), no more than 60percentof theinvestmentportfolio shallbeinvestedin anysingleinvestmenttypeor financialinstitution.
Safekeeping and Custody
All securitytransactions, including collateral for repurchaseagreementsand certificatesof deposit, shall be transacted on a Delivery vs. Payment ( DVP) basis. This means that the securitiesshall be deliveredto the City or the City's designatedcustodianupon receipt of payment by the City.
All securitiesthat may be purchased, including collateral, shall be held by a third-party custodiandesignatedby theTreasurerwheneverpossible.Thesesecuritiesshallbeheld in the City's name and control, and the third-party custodian shall be evidencedby safekeeping receipts. The third-party custodian shall sendthe City, on a monthly basis, a summaryof safekeepingassets, and this statementshallbe reconciledto the City's records on a monthly basis. Securitiesheld in custodyfor the City shallbeindependentlyauditedon anannualbasis to verify investment holdings.
Performance Standards and Evaluation
Investment performance is continually monitored and evaluated by the City Treasurer.
Investment activity reports are generatedon a monthly basis for presentation to the City Manager and City Council.
The weightedaveragematurity of the pooled portfolio shallnot exceedthree yearsand shall be designated to attain a market average rate of return. The market average rate of return will be determined by a custom benchmark that represents the prominent and persistent characteristicsofthe portfolio.
An annualaudit of the City's Investment Policy, practices, procedures, and portfolio status will be conductedby an independentauditor of all items including, but not limited to, items specifiedin the Audit Checklist provided in the City's ProcedureManual. The auditor will provide the City Managerand City Council with written observationsand recommendations regarding the adequacy of investment controls.
Qualifications and Continuing Education
The City Treasurershall be a City employeeor contract employee. The Treasurer shall be selectedon the basis of educationalbackground and experiencerelevant to the Treasury function.
The City recognizesthe needfor andis committed to providing ongoing educationspecificto the investment function for the Treasurer and other City staff and officials involved in the investment process.
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GLOSSARY OF TERMS
Accrued Interest - Interest earnedbut not yet received.
Active Deposits - Fundswhich areimmediatelyrequiredfor disbursement.
Agencies - Federalagencysecuritiesand/or Government-sponsoredenterprises.
Amortization - An accountingpracticeof graduallydecreasing (increasing) an asset's book valueby spreadingits depreciation (accretion) over a period of time.
Asking Price - The price a broker/ dealeroffers to sellsecurities. SeeOffer Bankers' Acceptance ( BA) - A " draft" or bill or exchange accepted by a bank or trust company.The acceptinginstitution guaranteespaymentof the bill, aswell asthe issuer.
Basis Point- One basis point is one hundredth of one percent (. 01).
Bear Market - A periodof generallypessimisticattitudesanddecliningmarketprices.
Bid - The price offered by a buyer of securities. ( When you aresellingsecurities, you askfor a bid.) See Offer.
Bond- A financial obligation for which the issuerpromisesto paythe bondholder a specified streamof future cashflows, including periodic interestpaymentsandaprincipal repayment.
Book Value - The value at which a debt security is shown on the holder' s balance sheet.Book valueis acquisitioncostlessamortization of premium or plus accretionof discount.
Broker- A broker brings buyers and sellers together for a commission.
Bull Market- A period of generally optimistic attitudes and increasing market prices.
Callables - Securitiesthat the issuer hasthe right to redeemprior to maturity.
Certificate of Deposit - A time deposit with a specificmaturity, evidencedby a certificate.
Large-denomination CD' s are typically negotiable. CD' smay be eligible for FDIC insurance.
Collateral - Securities, evidenceof deposit, or pledgesto securerepaymentof a loan. Also refersto securitiespledgedby a bank to securedepositof public moneys.
Commercial Paper- Short-term, unsecuredpromissorynotesissuedby acorporation to raise working capital. Thesenegotiableinstruments arepurchasedat a discount to par value or at par valuewith interest bearing.
Comprehensive Annual Financial Report( CAFR) - The official annual financial report for the City. It includesgovernment-wide and fund financial statementspreparedin conformity with GenerallyAcceptedAccounting Principals (GAAP).
Constant Maturity Treasury( CMT) - An averageyield of a specific Treasury maturity sector for a specific time frame, or an index of the averageyield on United StatesTreasury securities adjustedto aconstantmaturity. This is amarketindex for referenceof pastdirection of interest rates for the given Treasury maturity range.
Coupon- The annualrateof interest that abond'sissuerpromisesto pay the bondholder on the bond' s face value.
Credit Analysis - A critical review and appraisal of the economic and financial conditions or of the ability to meet debt obligations.
Appendix A
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GLOSSARY OF TERMS ( continued)
Current Yield - The interest paid on an investment expressedasa percentageof the current price of the security.
Custody - A banking service that provides safekeepingfor the individual securitiesin a customer's investment portfolio under a written agreementwhich also callsfor the bank to collect and pay out income, to buy, sell, receive, and deliver securitieswhen orderedto do so by the principal.
Debenture - A bond securedonly by the generalcredit of the issuer.
Delivery v. Payment ( DVP) - Delivery of securities with a simultaneous exchange of paymentfor the securities.
Demand Deposit Account - Accounts whose balance is available to meet immediate cash needs (maturitiesup to 7 days).
Derivatives - ( 1) Financialinstrumentswhosereturn profile is linked to, or derived from, the securityand may include a leveragingfactor, or (2) financial contractsbasedupon notional amount whose value is derived from an underlying index or security (interest rates, foreign exchange rates, equities, or commodities).
Discount- The differencebetweenthe costof asecurityandits valueatmaturity when quoted at lower than face value.
Discount Securities - Non-interest bearingmoney market instruments that are issuedat a discount andredeemedat maturity for full facevalue, e.g., U. S. TreasuryBills.
Diversification - Dividing investment funds among a variety of securities offering independentreturn and risk profiles.
Duration - The weighted averagematurity of a bond's cashflow stream, where the present valueof the cashflows servesastheweights; the future point in time atwhich, on average, an investor hasreceivedexactlyhalf of the original investmentin presentvalue terms; a bond's zero-coupon equivalent; the fulcrum of a bond' s present value cash flow time line.
Fannie Mae - Trade name for the Federal National Mortgage Association ( FNMA).
Federal Credit Agencies - Agenciesof the FederalGovernment set up to supply credit to various classes of institutions and individuals, e. g., Savings and Loans, small business firms, students, farmers, farm cooperatives, and exporters.
Federal Deposit Insurance Corporation ( FDIC) - Insurance provided to customers of a subscribing bank, which guarantees deposits to a set limit ( currently$ 100,000) per account.
Federal Funds Rate - The rate of interest at which Federal funds are traded. This rate is currently peggedby the FederalReservethrough open-marketoperations.
Federal Home Loan Banks ( FHLB)- Government- sponsored wholesale banks which lend funds and provide correspondent banking services to member commercial banks, thrifty institutions, credit unions, and insurancecompanies. The mission of the FHLBs is to liquefy the housingrelatedassetsof its memberswho must purchasestockin their district Bank.
Appendix A
107
GLOSSARY OF TERMS ( continued)
Federal Home Loan Mortgage Corporation ( FHLMC) - The FHLMC was created under the Federal Home Loan Mortgage Act, Title III of the Emergency Home Finance Act of 1970 asastockholder-ownedgovernment-sponsoredenterprise. FreddieMac, asthe corporation is called, is charged with providing stability and assistance to the secondary home mortgage market by buying first mortgagesand participation interestsand resellingthesesecuritiesin the form of guaranteedmortgage securities. Although agencyobligations are not explicitly guaranteedby the federalgovernment, the rating agenciesbelievethat in the unlikely eventof financialdifficulties, the federalgovernmentwill support the agencyto the extentnecessaryto provide for full andtimely paymenton their securities.
Federal National Mortgage Association ( FNMA) - FNMA, like GNMA, was chartered under the Federal National Mortgage Association Act in 1938. FNMA is a federal corporation working under the auspicesof the Department of Housing andUrban Development (HUD).
It is the largestsingleprovider of residentialmortgagefundsin the United States. FannieMae, as the corporation is called, is a private stockholder-owned corporation. The corporation's purchasesinclude avariety of adjustablemortgagesand secondloans,in addition to fixed-rate mortgages. FNMA' s securitiesarealsohighly liquid and arewidely accepted. FNMA assumes andguaranteesthat all securityholderswill receivetimely paymentof principal andinterest.
Federal Open Market Committee ( FOMC) - Consists of seven members of the Federal Reserve Board and five of the twelve Federal Reserve Bank Presidents. The President of the New York FederalReserveBank is apermanentmember,while the other Presidentsserveon arotating basis.The Committee periodicallymeetsto setFederalReserveguidelinesregarding purchasesand salesof Government Securitiesin the open market asa meansof influencing the volume of bank credit and money.
Federal Reserve System - The central bank of the U. S. which consists of a seven- member Board of Governors, 12 regional banks, and 5, 700 commercial banks that are members.
Fed Wire - A wire transmissionserviceestablishedby the FederalReserveBank to facilitate the transferof funds through debitsand creditsof funds betweenparticipantswithin the Fed system.
Freddie Mac - Trade name for the Federal Home Loan Mortgage Corporation ( FHLMC).
Ginnie Mae - Trade name for the Government National Mortgage Association ( GNMA).
Government National Mortgage Association( GNMA) - Securitiesinfluencing the volume of bank credit guaranteedby GNMA and issuedby mortgagebankers, commercial banks, savingsand loan associations, and other institutions. Securityholder is protected by the full faith and credit of the U. S. Government. Ginnie Mae securities are backed by the FHA, VA, or FmHA mortgages. The term "pass-throughs" is often usedto describeGinnie Maes.
Inactive Deposits - Funds not immediately needed for disbursements.
Interest Rate - The annualyield earnedon aninvestment, expressedasapercentage.
Investment Agreements - An agreement with a financial institution to borrow public funds subjectto certainnegotiatedtermsand conditions concerningcollateral,liquidity, andinterest rates.
Appendix A
108
GLOSSARY OF TERMS ( continued)
LAIF ( Local Agency Investment Fund) - A special fund in the State Treasury which local agenciesmay useto deposit funds for investment. There is no minimum investment period, and the minimum transaction is $ 5, 000, in multiples of$ 1,000 above that, with a maximum balance of $ 75,000,000 for any agency. It offers high liquidity becausedeposits can be converted to cash in 24 hours and no interest is lost. All interest is distributed to those agencies participating on a proportionate sharebasisdetermined by the amounts depositedand the length of time they are deposited. Interest is paid quarterly. California Government Code 16429.3 states, in part:
money placedwith the StateTreasurerfor deposit in the Local Agency Investment Fund by cities, counties, or special districts shall not be subject to impoundment or seizureby any stateofficial or stateagency."
Liquidity- Refers to the ability to rapidly convert an investment into cash with minimal risk of losing someportion of principal and/or interest.
Local Government Investment Pool ( LGIP) - The aggregateof all funds from political subdivisions that are placed in the custody of the State Treasurer for investment and reinvestment.
Market Value - The price at which a securityis trading and could presumablybe purchased or sold.
Master Repurchase Agreement- A written contractcoveringall future transactionsbetween the partiesto repurchaseand/ or reverserepurchaseagreementsthat establisheseachparty's rights in the transactions. A master agreementwill specify, among other things, the right of the buyer-lender to liquidate the underlying securitiesin the event of default by the seller- borrower.
Maturity - The dateupon which the principal or statedvalueof aninvestment becomesdue andpayable.
Medium Term Corporate Notes - Unsecuredpromissory notes issuedby a corporation organizedandoperatingin the United States. Thesearenegotiableinstrumentsand aretraded in the secondarymarket. Medium term corporate notes can be defined asextendedmaturity commercialpaper. Local agenciesare restricted by the Government Code to investmentsin corporationsratedin the top threenote categoriesby Moody'sInvestors Service, Inc., and/ or Standard and Poor' s Corporation. For medium term notes, eligible purchasesconsist of instruments that have a
rating of" A" or better by both Moody' s Investors Service, Inc., and Standard and Poor' s Corporation.
Money Market - The marketin which short-term debt instruments (bills, commercialpaper, banker' s acceptances, etc.) are issued and traded.
Negotiable Certificates of Deposit - Unsecured obligations of the financial institution, or bank, bought at par valuewith the promise to pay facevalueplus accruedinterest at maturity.
They are high- grade negotiable instruments, paying a higher interest rate than regular certificates of deposit. The primary market issuance is in multiples of $ 1, 000, 000; the secondary market usually trades in denominations of $ 500, 000, although smaller lots are occasionally available. As a matter of practice, only the ten largest U.S. banks where there is a secondary market established for continued liquidity would be considered for investment.
Appendix A
109
GLOSSARY OF TERMS ( continued)
NRSRO - Nationally recognizedstatistical-rating organization New Issue - Term used when a security is originally" brought" to market.
Offer - The price asked by a seller of securities. ( When you arebuying securities, you askfor an offer.) SeeAsking PriceandBid.
Open Market Operations - Purchasesand salesof government and certainother securities in the open market by the New York Federal Reserve Bank asdirected by the FOMC in order to influencethe volume of moneyandcreditin the economy. Purchasesinject reserveinto the bank systemand stimulategrowth of money and credit; saleshavethe opposite effect. Open marketoperationsarethe FederalReserve'smost important andmost flexible monetarypolicy tool.
Paper Gain or Loss - Term usedfor unrealizedgainor losson securitiesbeingheldin aportfolio basedon comparison of current market quotes and their original cost. This situation exists aslong asthe security is held while there is a difference between cost value (book value) and the market value.
Perfected Delivery- Refersto aninvestmentwherethe actualsecurityor collateralis held by anindependentthird party representingthe purchasingentity.
Portfolio - Collection of securities held by an investor.
Primary Dealer - A group of government securitiesdealersthat submit daily reports of market activity and securitypositions held to the FederalReserveBank of New York and are subject to its informal oversight.
Prudent Person Rule - An investment standard. In some states, the law requires that a fiduciary, suchasatrustee,mayinvestmoneyonly in alist of securitiesselectedby the custody state - the so-calledlegallist. In other states, the trustee mayinvest in a securityif it is one which would be bought by a prudent person of discretion and intelligencewho is seekinga reasonableincome and preservationof capital.
Purchase Date - The datein which a securityis purchasedfor settlementon that or a later date.
Qualified Public Depositories - A financial institution that does not claim exemption from the paymentof anysalesor compensatinguseor advaloremtaxesunderthe laws of this state, which hassegregatedfor the benefit of the commissioneligiblecollateralhavingavalueof not lessapprovedby the PublicDeposit Protection Commissionto hold public deposits.
Rate of Return - The yield obtainableon a securitybasedon its purchaseprice or its current market price. This may be the amortized yield to maturity on a bond or the current income return.
Repurchase Agreement ( RP or REPO) - A holder of securities sells these securities to an investor with an agreementto repurchasethem at a fixed price on a fixed date. The security buyer" in effect lends the " seller" money for the period of the agreement, and the terms of the agreementarestructuredto compensatehim for this. DealersuseRP extensivelyto finance their positions. Exception: When the Fed is said to be doing RP, it is lending money, or increasingbank reserves.
Appendix A
110
GLOSSARY OF TERMS ( continued)
Reverse Repurchase Agreement ( Reverse REPO) - A transaction where the seller (City) agreesto buy back from the buyer (bank) the securitiesat an agreedupon price after a stated period of time.
Risk- Degree of uncertainty of return on an asset.
Safekeeping- SeeCustody.
Secondary Market- A marketmadefor thepurchaseandsaleof outstandingissuesfollowing the initial distribution.
Securities and Exchange Commission - Agency createdby Congressto protect investors in securitiestransactionsby administeringsecuritieslegislation.
SEC Rule 15( C) 3- 1- See Uniform Net Capital Rule.
Settlement Date - The dateon which atradeis clearedby deliveryof securitiesagainstfunds.
Spread - a) The yield or price difference between the bid and offer on an issue; b) the yield or price difference between different issues.
Structured Notes - Notes issuedby government-sponsoredenterprises (FHLB, FNMA, etc.) andcorporationsthat haveimbeddedoptions (e.g., call features,step-up coupons, floating rate coupons, derivative- based returns) in their debt structure. Their market performance is impacted by the fluctuation of interest rates, the volatility of the imbedded options, and shifts in the shape of the yield curve.
Supranational - A supranational entity is formed by two or more central governments with the purpose of promoting economic development for the member countries. Supranational institutions finance their activities by issuing debt, such as supranational bonds. The three U. S. based supranationals are International Bank for Reconstruction and Development, the International Finance Corporation, and the Inter- American Development Bank.
Swap - The sale of one issue and the simultaneous purchase of another for some perceived advantage.
Treasury Bills - A non-interest bearing discount security issued by the U.S. Treasury to finance the national debt. Most bills are issued to mature in three months, six months, or one year.
Treasury Bonds - Long- term coupon- bearing U. S. Treasury securities issued as direct obligationsof the U. S. Government andhaving initial maturities of more than ten years.
Treasury Notes - Medium-term coupon-bearing U. S. Treasury securitiesissued as direct obligationsof the U. S. Government andhaving initial maturitiesfrom two to ten years.
Uniform Net Capital Rule - Securities and Exchange Commission requirement that member firms, as well as nonmember broker- dealers in securities, maintain a maximum ratio of indebtedness to liquid capital of 15 to 1; also called net capital rule and net capital ratio.
Indebtednesscoversall money owed to a firm, including margin loans and commitments to purchasesecurities, one reasonnew public issuesarespreadamongmembersof underwriting syndicates. Liquid capital includes cash and assetseasily converted into cash.
U. S. Government Agencies - Instruments issued by various U.S. Government Agencies, most of which aresecuredonly by the credit worthiness of the particularagency.
Yield - The rate of annualincome return on an investment, expressedasa percentage. It is obtained by dividing the current dollar income by the current market price of the security.
Appendix A
111
Yield to Maturity- The rateof income return on aninvestment, minus anypremium or plus any discount, with the adjustment spreadover the period from the date of purchaseto the dateof maturity of the bond, expressedasapercentage.
Appendix A
112
QUALIFIED BROKER/ DEALERS
The City hasqualified the following Broker/ Dealer's:
Cantella& Co. Inc
Great Pacific Securities
Higgins Capital
Morgan Stanley
Multi- Bank Securities, Inc
Mutual Securities, Inc
Raymond James & Associates, Inc.
Time Value Investments
UBS Financial Services, Inc
Wedbush Securities
Appendix B
113
ADMINISTRATIVE POLICY
Investment Guidelines, Strategy, and Internal Control
Appendix C
114
40`
A" so,.
City of Aliso Viejo00440.
ADMINISTRATIVE POLICY
SUBJECT APPROVED BY: PROCEDURE NO. EFF. DATE PAGE
INVESTMENT GUIDELINES, STRATEGY
11 7/ 1/ 2015 1 of 4AND INTERNAL CONTROL RevDave Doyle
CITY 7/ 1/ 2017
MANAGER
7/ 1/ 2023
PURPOSE
The purpose of this policy is to establish a framework for the investment of surplus City funds within the established internal control procedures for treasury functions.
POLICY
INVESTMENT GUIDELINES AND STRATEGY
GUIDELINES
1. Investment Transaction - Every investment transaction must be authorized and reviewed by the Director of Finance/ City Treasurer or his/ her designee.
2. Pooled Cash - Whenever practical, local agency cash is consolidated into one bank account and invested on a pooled concept basis. Interest earnings are allocated monthly according to month- end cash and investment balances for each fund.
3. Competitive Bids- Purchases and sales of securities are made on the basis of competitive offers and bids.
4. Cash Forecast - The cash flow for the City is analyzed with the receipt of revenues and maturity of investments scheduled so that adequate cash will be available to meet disbursement requirements.
5. Investment Limitations - Security purchases and holdings are maintained within statutory limits imposed by the California Government Code.
6. Liquidity - The marketability of a security is considered at the time of purchase, as the security may have to be sold at a later date to meet unanticipated cash demands.
7. Diversification- The portfolio should consist of various types of securities, issuers, and maturities.
STRATEGY
1. Economic Forecasts- Economic Forecasts are obtained periodically from economists and financial experts through bankers and brokers to assist the Director of Finance/ City Treasurer or his/ her designee with the formulation of an investment strategy for the local agency.
2. Implementing Investment Strategy- Investment transactions are executed to conform to anticipated interest rate trends and the current investment strategy plan.
115
k City of Aliso Viejo
ot
ADMINISTRATIVE POLICY
SUBJECT APPROVED BY: PROCEDURE NO. EFF. DATE PAGE
INVESTMENT GUIDELINES, STRATEGY
11 7/ 1/ 2015 2 of 4AND INTERNAL CONTROL Rev
Dave Doyle
CITY 7/ 1/ 2017
MANAGER 7/ 1/ 2023
3. Rapport- A close working relationship is maintained with public works, city staff, and large vendors of the city.
The objective is to pinpoint when large disbursements will clear the City' s bank account. It is essential for good cash control that such large expenditures be anticipated, estimated as to dollar amount, and communicated to the Director of Finance/ City Treasurer or his/ her designee for liquidity planning purposes.
4. Preserve Portfolio Value- Field standards are developed in order to maintain earnings near the market and to preserve the value of the portfolio.
INTERNAL CONTROL
I. OBJECTIVES OF INTERNAL CONTROL
1. To effectively and efficiently conduct business, including adherence to financial and management policies.
2. Safeguarding its assets and prevention or detection of errors and fraud.
3. Timely preparation of accurate and reliable financial information.
4. Compliance with applicable laws and regulations.
II. COMPONENTS OF INTERNAL CONTROL
1. Control Environment - The control environment is the set of standards, processes, and structures that provides the basis for carrying out internal control across the organization. Management establishes the tone at the top regarding the importance of internal control, including expected standards of conduct, organizational structure, and assignment of authority and responsibility.
2. Risk Assessment - Risk assessment involves a dynamic process for identifying and analyzing risks in achieving the entity' s objectives. Risk assessment requires management to consider the impact of possible changes in the internal and external environment that may render established internal controls ineffective.
3. Control Activities - Control activities are the actions established through policies and procedures to ensure that management' s directives to mitigate risks are achieved. Segregation of duties is typically built into the development of control activities and may include authorizations, verifications, reconciliations, and reviews.
4. Communication - Communication occurs both internally and externally and provides the organization with the information needed to carry out day- to- day activities.
5. Audits— Audits are the process through which activities can be monitored and evaluated for any internal control deficiencies and communicated to management for taking corrective action. 116
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Al!So1,
City of Aliso Viejo
ADMINISTRATIVE POLICY
SUBJECT APPROVED BY: PROCEDURE NO. EFF. DATE PAGE
INVESTMENT GUIDELINES, STRATEGY
11 7/ 1/ 2015 3 of 4AND INTERNAL CONTROL
RevDave Doyle
CITY 7/ 1/ 2017
MANAGER
7/ 1/ 2023
III. ELEMENTS OF INTERNAL CONTROL
1. Organization - Responsibility for the performance of duties should be assigned and lines of authority and reporting clearly identified and delineated.
2. Segregation of functions- Segregation of functions reduces the risk for an individual to be able to perpetrate and conceal errors or commit fraud in the normal course of duty. If two parts of a transaction are handled by different individuals, collusion is necessary to conceal errors or commit fraud. Functions that should be considered when evaluating segregation of duties are authorization, execution, recording, custody of assets, and reconciliation.
3. Authorization - All transactions should be approved by an authorized individual. The responsibilities and limits of authorization should be clearly delineated. The individual or group authorizing a specific transaction or granting general authority for transactions should be in a position commensurate with the nature and significance of the transactions.
4. Controls over an accounting system- Controls over an accounting system include the procedures, both manual and computerized, carried out independently to ascertain that transactions are complete, valid, authorized, and properly recorded.
IV. LIMITATIONS OF INTERNAL CONTROL
Internal control, no matter how well- designed, implemented, and conducted, can only provide reasonable assurance to management of the achievement of an entity' s objectives. Inherent limitations of internal control may include:
1. Recurring, rather than unusual, types of transactions.
2. Human error due to misunderstanding, carelessness, fatigue, or distraction.
3. Potential for collusion that circumvents controls defined by the segregation of functions.
4. Possibility of a management override of the system, despite an otherwise effective system of internal control. 117
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City of Aliso Viejo
ADMINISTRATIVE POLICY
SUBJECT APPROVED BY: PROCEDURE NO. EFF. DATE PAGE
INVESTMENT GUIDELINES, STRATEGY
11 7/ 1/ 2015 4 of 4AND INTERNAL CONTROL RevDave Doyle
CITY 7/ 1/ 2017
MANAGER
7/ 1/ 2023
SEGREGATION OF RESPONSIBILITIES FOR TREASURY FUNCTIONS
Function Responsibility
1. Formal investment policy should be
Prepared by Director of Finance/ City Treasurer
Approved by City Council
2. Develop Investment Strategy Director of Finance/ City Treasurer or Registered Investment Advisor
3. Receive quotes and recommend investments for purchase Director of Finance/ City Treasurer,
4. Approve investment transactions Director of Finance/ City Treasurer, City Manager
5. Execute investment transactions Director of Finance/ City Treasurer
6. Approve investment transactions for compliance with Director of Finance/ City Treasurer or Investment policy and/ or State Law Registered Investment Advisor
7. Record investment transactions in the City' s financials Accountant
8. Verify investment Director of Finance/ City Treasurer i. e., match broker confirmation to City records Senior Accountant or Accountant
9. Confirm LAIF and Bank Wires Director of Finance/ City Treasurer Senior Accountant or Accountant
10. Safeguard assets and records:
Reconciliation of City' s records to bank statements Senior Accountant or Accountant and safekeeping of records
Annual review of( a) financial institution' s financial condition, Director of Finance/ City Treasurer, and ( b) safety, liquidity, and potential yields of investment City Manager instruments
11. Annual review of investment portfolio External Independent Auditors The segregation of responsibilities as outlined herein is intended to enhance the City' s internal controls over treasury functions. It should be noted that from time to time, due to the limited size of the Financial Services staff, segregation of responsibilities may be amended in order to fulfill the business needs of the organization. 118
City of Aliso Viejo
AGENDA ITEM
DATE: July 17, 2024
TO: Mayor and City Council
FROM: Ann Eifert, Director of Financial Services/City Treasurer SUBJECT: RESOLUTION OF COMMUNITY FACILITIES DISTRICT NO. 2005-01 (GLENWOOD AT ALISO VIEJO) AUTHORIZING THE ANNUAL LEVY OF SPECIAL TAXES FOR FISCAL YEAR 2024-25
______________________________________________________________________ Recommended Action:
Adopt a resolution (“Resolution”) of the City Council, acting as the legislative body of Community Facilities District No. 2005-01 (Glenwood at Aliso Viejo) (the "CFD"), authorizing the annual levy of special taxes for fiscal year 2024-25.
Fiscal Impact:
The approval of the CFD special tax levy for FY 2024-25 will provide approximately $2,065,915 required to pay annual debt service on outstanding Special Tax Bonds, administrative expenses of the CFD, and cash flow contingency for anticipated delinquent special taxes.
Background:
The CFD was formed by the City on March 16, 2005, for the purpose of financing the acquisition and/or construction of certain public improvements to be owned by the City, the County of Orange, and Moulton Niguel Water District required as conditions of approval of the development of property within the CFD. On the same date, the qualified electors of the CFD voted to authorize to levy the special tax pursuant to the rate and method of apportionment thereof and to authorize the issuance of bonds for the CFD in a principal amount not to exceed $37,500,000 to be secured by such special taxes to finance such public improvements. At the request of Shea Homes Limited Partnership, the City conducted proceedings to modify the rate and method of apportionment of special taxes authorized to be levied within the CFD. On November 1, 2006, City Council approved the Modified Rate and Method of Apportionment (“Modified RMA”). On December 6, 2007, the CFD issued Bonds in the amount of $34,070,000 to finance the authorized facilities (the “2007 Bonds”).
119
On February 13, 2014, the CFD issued the 2014 Special Tax Refunding Bonds for the purpose of refunding the outstanding 2007 Bonds to achieve lower interest rates and provide annual special tax savings to the property owners within the CFD.
On December 5, 2023, the CFD issued the 2023 Special Tax Refunding Bonds for the purpose of refunding the outstanding 2014 Bonds to achieve lower interest rates and provide annual special tax savings to the property owners within the CFD.
Discussion:
To meet the financial requirements of the CFD in FY 2024-25, special taxes are proposed to be levied on Developed Property as defined in the Modified RMA at approximately seventy-one and 22/100 (71.22%) of the authorized maximum special tax rates. The proposed FY 2024-25 special tax rates are listed in Exhibit “A” of the Resolution.
Developed Property are parcels for which building permits were issued and represent 458 units of taxable residential property within the CFD (excludes one parcel for whom the parcel owner fully prepaid their special tax obligation). Building permits have been issued for all planned residential units within the CFD; therefore, the CFD is considered fully developed.
FY 2024-25 is the 18th year the CFD will levy special taxes. Special taxes will be levied on Developed Property in FY 2024-25 in an aggregate amount of approximately $2,065,915 to fund the FY 2024-25 net financial requirements of the CFD, which includes payment of debt service on the bonds, administrative expenses, and anticipated delinquencies.
In order to levy the special tax for FY 2024-25, the City Council must adopt the Resolution authorizing the annual special tax levy.
Attachment:
1. Resolution
120
RESOLUTION NO. 2024-___
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALISO VIEJO,
CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2005-01 (GLENWOOD AT ALISO VIEJO)
AUTHORIZING THE ANNUAL LEVY OF SPECIAL TAXES FOR FISCAL YEAR 2024-25
WHEREAS, the City Council of the City of Aliso Viejo, (“City”), previously undertook proceedings under and pursuant to the terms and provisions of the “Mello-Roos Community Facilities Act of 1982”, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California, to form Community Facilities District No. 2005-01 (Glenwood at Aliso Viejo) (hereinafter referred to as the “District”), to authorize the levy of special taxes upon land within the District to finance certain facilities.
WHEREAS, this City Council, by Ordinance No. 2006-086 as authorized by Section 53340 of the Government Code of the State of California, has authorized the levy of a special tax to pay for costs and expenses related to said District, and this City Council is desirous to establish the specific rate of the special tax for the District to be collected for the next fiscal year.
NOW, THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:
SECTION 1: That the above recitals are all true and correct.
SECTION 2: That in accordance with the Act and Ordinance, there is hereby levied upon all parcels within the District which are not otherwise exempt from taxation under the Act or the Ordinance the special taxes for fiscal year 2024/2025 at the rates set forth in the attached referenced and incorporated Exhibit “A”. Koppel & Gruber Public Finance is hereby directed to prepare and file with the City Clerk a list of the exact amount of the special tax for each lot or parcel of land in accordance with this Resolution (the “2024/2025 Roll”).
SECTION 3: That the rate determined and as set forth above does not exceed the amount as previously authorized by Ordinance of this City Council, and is not in excess of that as previously approved by the qualified electors of the District, and meets the requirements of Proposition 218 that added Articles XIIIC and XIIID to the State Constitution.
The City agrees to defend, indemnify and hold harmless the County of Orange, the Board of Supervisors, the Auditor-Controller, its officers and employees, from litigation over whether the requirements of Proposition 218 were met with respect to such assessment(s).
If any judgement is entered against any indemnified party as a result of not meeting the requirements of Proposition 218 for such assessment(s), the City agrees that County may 121
offset the amount of any judgement paid by an indemnified party from any monies collected by the County on the City’s behalf, including property taxes, special taxes, fees, or assessments.
SECTION 4: That the proceeds of the special tax shall be used to pay, in whole or in part, the costs of the following:
A. Fund authorized public facilities, including the costs of the construction and engineering design of facilities to be owned, operated and maintained by the City, the Moulton Miguel Water District, and the County of Orange (the “Facilities”); and
B. Payment of incidental expenses of the District, including costs incurred to determine the amount of and collection of special taxes and costs otherwise incurred in order to carry out the authorized purposes of the District.
The proceeds of the special taxes shall be used as set forth above, and shall not be used for any other purpose.
SECTION 5: The special tax shall be collected in the same manner as ordinary ad valorem property taxes are collected, and shall be subject to the same penalties and same procedure and sale in cases of any delinquency for ad valorem taxes, and the Tax Collector is hereby authorized to deduct reasonable administrative costs incurred in collecting any said special tax.
SECTION 6: All monies above collected shall be paid into the District funds, including any reserve fund.
SECTION 7: The City Clerk is hereby authorized to transmit a certified copy of this Resolution to the County of Orange (“County”) Office of the Auditor-Controller (“County Auditor”). The County Auditor is hereby directed to enter in the next County assessment roll on which taxes will become due, opposite each lot or parcel of land effected the installment of the special tax, and for the exact rate and amount of said tax, reference is made to the attached Exhibit “A”.
SECTION 8: This Resolution relating to the levy of the special tax shall take effect immediately upon its final passage in accordance with the provisions of Government Code Section 53340, as amended.
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PASSED, APPROVED AND ADOPTED this 17th day of July, 2024. __________________________
Mike Munzing
Mayor
APPROVED AS TO FORM: ATTEST:
__________________________ __________________________
Scott C. Smith, City Attorney Lauren Torres, Deputy City Clerk 123
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ALISO VIEJO )
I, LAUREN TORRES, Deputy City Clerk of the City of Aliso Viejo, California, DO HEREBY CERTIFY that the foregoing is the original of Resolution No. 2024-__ duly passed and adopted by the City Council of the City of Aliso Viejo at their regular meeting held on the 17th day of July, 2024, by the following roll call vote, to wit:
AYES:
NOES:
ABSENT:
___________________________
LAUREN TORRES
DEPUTY CITY CLERK
(SEAL)
124
EXHIBIT "A"
COMMUNITY FACILITIES DISTRICT NO. 2005-01
(Glenwood at Aliso Viejo)
FISCAL YEAR 2024-25
SPECIAL TAX RATES
ZONE 1
Land Use
Class Description
Residential
Floor Area Special Tax Rate
1 Residential Property < 1,901 $2,919.32 per unit
2 Residential Property 1,901 – 2,350 $4,221.34 per unit 3 Residential Property 2,351 – 2,800 $4,516.32 per unit 4 Residential Property 2,801 – 3,250 $5,202.92 per unit 5 Residential Property 3,251 – 3,700 $5,889.54 per unit 6 Residential Property 3,701 – 4,150 $5,981.08 per unit 7 Residential Property 4,151 – 4,600 $6,825.34 per unit 8 Residential Property > 4,600 $6,967.74 per unit
NA Undeveloped Property NA $0.00 per Acre
ZONE 2
Land Use
Class Description
Residential
Floor Area Special Tax Rate
1 Residential Property < 1,901 $1,118.90 per unit
2 Residential Property 1,901 – 2,350 $1,220.64 per unit 3 Residential Property 2,351 – 2,800 $1,322.34 per unit 4 Residential Property 2,801 – 3,250 $2,034.38 per unit 5 Residential Property 3,251 – 3,700 $2,695.56 per unit 6 Residential Property 3,701 – 4,150 $2,848.14 per unit 7 Residential Property 4,151 – 4,600 $3,621.20 per unit 8 Residential Property > 4,600 $3,763.60 per unit
NA Undeveloped Property NA $0.00 per Acre
125
City of Aliso Viejo
AGENDA ITEM
DATE: July 17, 2024
TO: Mayor and City Council
FROM: Shaun Pelletier, City Engineer
SUBJECT: ADDENDUM P TO THE LEASE AGREEMENT WITH PMZ PENSION CORPORATION FOR 12 JOURNEY, SUITE 201
______________________________________________________________________ Recommended Actions:
1. Approve Addendum P to the lease agreement with PMZ Pension Corporation for 12 Journey, Suite 201; and
2. Authorize the City Manager to execute the Addendum.
Fiscal Impact:
The lease agreement for Suite 201 will be amended to increase the rent from $3,999.25 to $5,000 per month. Rent had not been adjusted since becoming a month-to-month lease in 2015.
Background:
The City leases out unneeded tenant space upstairs at City Hall, with 2 current tenants and 1 suite vacancy.
Discussion:
PMZ has been a long-term tenant at City Hall, leasing Suite 201 since 2001. The previous addendum in 2015 modified the term to become month to month with the intention of continuing to lease long term. Since it was month to month, there was not a renewal to trigger rent adjustments as might be typical in a lease agreement.
This new addendum will provide an ongoing lease term, but with market adjustments to rent every two years based upon the current market conditions. Termination by either party is possible given a 90-day notification. PMZ has been a valued tenant and staff respectfully recommends approval of this addendum.
Attachment:
1. Lease Addendum
126
CITY OF ALISO VIEJO
ADDENDUM P
LEASE AGREEMENT FOR 12 JOURNEY, SUITE 201, ALISO VIEJO, CALIFORNIA This Addendum P to the Lease Agreement for 12 Journey, Suite 201, Aliso Viejo, California ("Addendum") is entered into on the ____ day of ______________ 2024, by and between the City of Aliso Viejo, a California municipal corporation (“Lessor”) and PMZ Pension Corporation. (“Lessee”), whose principal place of business is 12 Journey, Suite 201, Aliso Viejo, California 92656. Lessor and Lessee may be referred to in this Addendum individually as “Party” or collectively as “Parties.”
RECITALS
A. Pacific Park Executive Plaza LLC and PMZ Pension Corporation entered into a certain lease agreement dated October 24, 2001, and subsequent Addendums A thru N.
B. Pursuant to Addendum O, the Parties amended the Term to continue as a month- to-month tenancy until such time as it is terminated by either Party. Either Party may terminate the lease by giving the other Party written notice at least 90 days prior to the when the Premises are to be vacated.
C. The Parties now desire to amend the Lease Agreement in order to amend the the Rent Lease and revise additional provisions, as set forth herein.
TERMS
1. Base Rent. Section 1.5 of the Lease Agreement is hereby amended to read as follows:
“May 1, 2024, through June 30, 2026 shall be at $5,000.00 per month.” “Subsequent 2-year terms beginning on July 1, 2026 shall be adjusted per office space rent market study provided by the Lessee no later than May 1 and agreed to by the Lessor. In no event shall rent be less than $5,000.00 per month.”
2. Remaining Provisions of Agreement. Except as otherwise specifically set forth in this Addendum P, the remaining provisions of the Lease Agreement shall remain in full force and effect.
(Signatures on next page)
127
LESSOR LESSEE
CITY OF ALISO VIEJO PMZ PENSION CORPORATION
By:
Mitzi Ortiz
Acting City Manager Its: ______________________________ ATTEST:
_________________________________
Lauren Torres
Deputy City Clerk
APPROVED AS TO FORM:
_________________________________
Best Best & Krieger LLP
City Attorney
APPROVED AS TO COMPLIANCE WITH BUDGET:
__________________________________
Ann Eifert
Director of Financial Services
128
City of Aliso Viejo
AGENDA ITEM
DATE: July 17, 2024
TO: Honorable Mayor and City Council Members
FROM: Scott C. Smith, City Attorney
SUBJECT: NATIONAL OPIOID SETTLEMENTS WITH DEFENDANT KROGER CO.
Recommended Actions:
1. Opt into the settlement agreement with Kroger, allocate the City’s portion of the settlement funds to the County of Orange, and direct the City Manager to execute any documents necessary to implement the action; and
2. Grant the City Manager authority to execute and enter into future similar agreements related to the nation-wide opioid settlements.
Fiscal Impact:
The recommended action will have no fiscal impact to the City’s General Fund, but could indirectly result in savings to the City through the County’s use of this funding source to the City’s benefit.
Background:
Litigation brought by states, cities, local political subdivisions, special districts, and tribes across the United States (“subdivisions”) against manufacturers and pharmaceutical distributors of opioid painkillers (“opioid distributors”) has resulted in settlements requiring the opioid distributors to pay more than $20 billion dollar to abate the opioid epidemic, with approximately $17 billion going to participating states and other subdivisions. Kroger Settlement. A proposed multi-state settlement with Kroger dated March 22, 2024 (Exhibits A and B) has been offered totaling approximately $1.4 billion in such payments (“Kroger settlement”). The proposed settlement also enjoins Kroger’s opioid dispensing practices and prevents diversion of prescription opioids. Allocation of Funds. California is expected to receive approximately $120 million from the proposed Kroger settlement to distribute pursuant to an allocation formula. This formula is nearly identical to previous opioid settlement agreements 129
and allocates the funds as follows: 15% to the subdivision fund, 15% to the state fund; and 70% to the abatement accounts fund.
o Subdivision Fund. 15% percent of the total settlement funds would be distributed to the subdivision fund, which would be allocated among the plaintiffs in the litigation to fund future opioid remediation and to reimburse past opioid-related expenses (which may include fees and expenses related to litigation).
o State Fund. 15% percent of the total settlement funds would be allocated to the State and used by the State for future opioid remediation. o Abatement Accounts Fund. 70% percent of the total settlement funds would be allocated to counties and cities to be used for opioid abatement or remedial uses (such as services to treat opioid use disorder, support people in treatment and recovery; purchase and distribute naloxone; connect people to care; address needs of criminal justice-involved persons; address the needs of communities of color and vulnerable populations (including sheltered and unsheltered persons disproportionately impacted by substance use disorders); prevent over-prescribing and ensure appropriate prescribing and dispensing of opioids; prevent misuse of opioids; prevent overdose deaths and other harms; provide leadership, planning, and coordination of programs; provide training; and conduct research.
The funds to individual counties are allocated based on opioid deaths per capita, incidence of opioid use disorder, and opioid dosage. The funds to cities within a particular county are allocated based on historical spending of cities on various services such as police protection, fire protection, health services, correction services, housing and community development, judicial services, and legal services.
Management of funds. Each county and city receiving payments must prepare written reports at least annually regarding the use of those funds until the funds are fully expended and for one year thereafter. These reports would also include a certification that all funds received have been used in compliance with the allocation agreements. Further, each county and city would need to track all deposits and expenditures. A county is not responsible for oversight, reporting, or monitoring of funds received by a city within that county that receives direct payment.
Discussion:
California counties and cities have been allocated 85% of the total amount allocated to California, which based on best estimates will be approximately $120 million. 130
City Allocation. The specific amount to be allocated to the City is unknown at this time because it is dependent upon the number of localities that opt into the settlement, but based on the currently proposed California allocation agreement, the City’s percentage allocation would be roughly 0.011% ($10,245) disbursed over 11 years.
Default Distribution. The default distribution of settlement funds channels the City’s share of funds directly to Orange County to fulfill the targeted functions on the City’s behalf. The City may instead elect at any time to receive its funds directly by providing notice in the participation agreements, but the City would have to provide the services and undertake compliance reporting. Alternatively, the City may opt in or out of direct payment at any time, in whole or in part, by providing notice to the settlement fund administrators at least 60 days prior to a payment date. City-Specific Considerations. In deciding whether to direct its share of funds to the County, the City should consider the following: (1) whether the amount of money is substantial enough for the City to funds stand-alone impactful and meaningful programs, (2) whether the City offers the services and has the employees and capacity to spend the money in accordance with its prescribed uses, and (3) the cost-benefit of engaging in the reporting requirements over the course of the next twelve years (11 years of distribution and an additional year following final distribution).
This is the third of these opioid settlements and it is counsel’s and staff’s understanding that there could be more settlements with other defendants. If previous settlements are indicative, future settlements with smaller players will continue to be in descending amounts. Thus, there could be some efficacy in granting the City Manager authority to execute any future settlement agreements consistent with City Council direction.
Opting In
The City must opt into the settlement by August 12, 2024 , which requires the City to release its claims against Kroger.
No Opt-in Action. If the City takes no action, it will have not opted into the settlement and its allocation of settlement funds will not be paid. The City would still have the opportunity to bring its own action against Kroger if it opts out of the settlement, which is not very realistic.
Opt-in Action. Rubris Incorporated (“Rubris”) has been designated as the Settlement Implementation Administrator responsible for providing notice and managing the collection of participation forms. Rubris also handled the previous national opioid settlements. The City must return the “Subdivision Participation and Release Form” (Exhibit C) to Rubris using electronic signature via DocuSign, manual signature returned via DocuSign, or manual signature returned via 131
electronic mail to [email protected] by August 12, 2024 in order to opt into the settlement.
Conclusion
Unless the City intends to pursue its own litigation against Kroger in the 2024 National Settlement Agreements, counsel and staff recommends that the City opt into the settlement. While it is unclear what the exact amount is that the City will be allocated, it is estimated that this amount will be less than the relatively small amount of funds the City received pursuant to the 2021 and 2022 National Settlement Agreements. Because of this, the restrictions on what the funds can be used for, and the onerous reporting requirements, counsel staff also recommends that the City allocate its funds to the County of Orange.
City Attorney:
The City Attorney’s Office has reviewed and approved this report and corresponding documents as to content.
Attachments:
1. Proposed Kroger Settlement Agreement
2. Kroger Counsel Side Letter of March 28, 2024
3. Subdivision Participation and Release Form
132
1 KROGER SETTLEMENT
AGREEMENT
133
2 KROGER SETTLEMENT AGREEMENT
This Settlement Agreement, dated as of March 22 , 2024 (the “Agreement”), sets forth the terms of settlement between and among the Settling States, the Participating Subdivisions, and Kroger (as those terms are defined below). Upon satisfaction of the conditions set forth in Sections II and VIII, this Ag reement will be binding on the Settling States, Kroger, and the Participating Subdivisions. This Agreement will then be filed as part of a Consent Judgment in the respective courts of each of the Settling States, pursuant to the terms set forth in Section VIII.
I. Definitions
Unless otherwise specified, the following definitions apply:
A. “Additional Remediation Amount.” The amount available to the Settling States totaling up to $8,000,000.00, to be paid in accord with the payment schedule at Exhibit M-3.
B. “Adjusted State Remediation Payment.” The State Remediation Payment reduced by the Overall State Allocation for each Non-Settling State on Exhibit F.
C. “Agreement.” This agreement, as set forth above. For the avoidance of doubt, this Agreement is inclusive of all exhibits.
D. “Alleged Harms.” The alleged past, present, and future financial, societal, and public nuisance harms and related expenditures arising out of the alleged misuse and abuse of Products, non-exclusive examples of which are described in the documents listed on Exhibit A, that have allegedly arisen as a result of the physical and bodily injuries sustained by individuals suffering from opioid-related addiction, abuse, death, and other related diseases and disorders, and that have allegedly been caused by Released Entities.
E. “Allocation Statute.” A state law that governs allocation, distribution, and/or use of some or all of the Settlement Fund amounts allocated to that Settling State and/or its Subdivisions. An Allocation Statute may, without limitation, contain a Statutory Trust, further restrict expenditures of funds, form an advisory committee, establish oversight and reporting requirements, or address other default provisions and other matters related to the funds. An Allocation Statute is not required to address all three (3) types of funds comprising the Settlement Fund or all default provisions.
F. “Annual Fees Payment.” The amounts payable by Kroger in each Payment Year comprised of the State AG Fees and Costs payment, the Additional Remediation Amount payment, and the Private Attorney Fees payment, and not including the Annual Remediation Payment. 134
3 G. “Annual Remediation Maximum.” The total amount available to Eligible States for Annual Remediation Payments in each Payment Year as set forth in the “Maximum Annual Remediation Payment” column of Exhibit M-1. In no event shall an Annual Remediation Payment in Payment Years 1-2, or 5-10 exceed the Annual Remediation Maximum for that Payment Year set forth in Exhibit M -1. For Payment Years 3 -4, the Annual Remediation Payment may exceed the Annual Remediation Maximum for that Payment Year only to the extent needed for the Incentive Payment A Catch -up Payment for a Settling State that has not earned some or all of Incentive Payment BC in prior Payment Years, having resulted in corres pondingly lower Annual Remediation Payments in those prior Payment Years. For Payment Year 11, the Annual Remediation Payment may exceed the Annual Remediation Maximum for that Payment Year only to the extent needed to pay the Incentive Payment Earn-Back provided by Section IV.H.7.
H. “Annual Remediation Payment.” The amount payable to the Settlement Fund by Kroger for Settling States’ Base Payments and Incentive Payments on the Payment Date for each Payment Year, as calculated by the Settlement Fund Administrator.
I. “Appropriate Official.” As defined in Section XIII.F.3.
J. “Bankruptcy Code.” Title 11 of the United States Code, 11 U.S.C. § 101, et seq.
K. “Bar.” Either: (1) a law barring Subdivisions in a Settling State from maintaining Released Claims against Released Entities (either through a direct bar or through a grant of authority to release claims and the exercise of such authority in full) or (2) a ruling by the highest court of the Settling State (or, in a Settling State with a single intermediate court of appeals, the intermediate court of appeals ) when setting forth the general principle that Subdivisions in the Settling State may not maintain any Released Claims against Released Entities, whether on the ground of this Agreement (or the release in it) or otherwise. For the avoidance of doubt, a law or ruling that is conditioned or predicated upon payment by a Released Entity (apart from the Annual Remediation Payments by Kroger under this Agreement) shall not constitute a Bar.
L. “Base Payment.” As defined in Section IV.G.
M. “Case-Specific Resolution.” Either: (1) a law barring the Subdivision at issue from maintaining any Released Claims against any Released Entities (either through a direct bar or through a grant of authority to release claims and the exercise of such authority in full); or (2) a ruling by a court of competent jurisdiction over the Subdivision at issue that the Subdivision may not maintain any Released Claims at issue against any Released Entities, whether on the ground of this Agreement (or the release in it) or otherwise. For the avoi dance of doubt, a law or ruling that is conditioned or predicated upon payment by a Released Entity (apart from the annual payments by Kroger under this Agreement) shall not constitute a Case-Specific Resolution.
N. “Claim.” Any past, present or future cause of action, claim for relief, cross -claim or counterclaim, theory of liability, demand, derivative claim, request, assessment, charge, covenant, damage, debt, lien, loss, penalty, judgment, right, obligation, dispute, suit, contract, controversy, agreement, parens patriae claim, promise, performance, warranty, omission, or grievance of any nature whatsoever, whether legal, equitable, statutory, regulatory or administrative, whether arising under federal, state or local common law, statute, regulation, 135
4 guidance, ordinance or principles of equity, whether filed or unfiled, whether asserted or unasserted, whether known or unknown, whether accrued or unaccrued, whether foreseen, unforeseen or unforeseeable, whether discovered or undiscovered, whether suspec ted or unsuspected, whether fixed or contingent, and whether existing or hereafter arising, in all such cases, including, but not limited to, any request for declaratory, injunctive, or equitable relief, compensatory, punitive, or statutory damages, absolute liability, strict liability, restitution, remediation, subrogation, contribution, indemnity, apportionment, disgorgement, reimbursement, attorney fees, expert fees, consultant fees, fines, penalties, expenses, costs or any other legal, equitable, civil, administrative, or regulatory remedy whatsoever.
O. “Claim-Over.” A Claim asserted by a Non -Released Entity against a Released Entity on the basis of contribution, indemnity, or other claim-over on any theory relating to a Non- Party Covered Conduct Claim asserted by a Releasor.
P. “Compensatory Restitution Amount.” The aggregate amount paid or incurred by Kroger hereunder for Opioid Remediation, which includes each Annual Remediation Payment and does not include amounts paid as attorneys’ fees and costs or identified pursuant to Section V.B.2 as being used to pay attorneys’ fees, investigation costs or litigation costs, which shall be up to the amount of the Adjusted State Remediation Payment.
Q. “Consent Judgment.” A consent judgment in a form to be agreed by the Settling States and Kroger prior to the Effective Date that, among other things, (1) approves this Agreement and (2) provides for the release set forth in Section X.A, including the dismissal with prejudice of any Released Claims that the Settling State has brought against Released Entities.
R. “Covered Conduct.” Any actual or alleged act, failure to act, negligence, statement, error, omission, breach of any duty, conduct, event, transaction, agreement, misstatement, misleading statement or other activity of any kind whatsoever from the beginning of time through the Initial Participation Date (and any past, present, or future consequence of any such act, failure to act, negligence, statement, error, omission, breach of duty, conduct, event, transaction, agreement, misstatement, misleading statemen t or other activity) relating in any way to (1) compounding, counseling and documentation relating to any Product or class of Products (2) the discovery, development, manufacture, packaging, repackaging, marketing, promotion, advertising, labeling, recall, withdrawal, distribution, delivery, monitoring, reporting, supply, sale, prescribing, dispensing, physical security, warehousing, use or abuse of, or operating procedures relating to, any Product, or any system, plan, policy or advocacy relating to any Pr oduct or class of Products, including, but not limited to, any unbranded promotion, marketing, programs, or campaigns relating to any Product or class of Products; ( 3) the characteristics, properties, risks, or benefits of any Product; ( 4) the reporting, disclosure, non -reporting or nondisclosure to federal, state or other regulators of orders placed with any Released Entity; or ( 5) diversion control programs or suspicious order monitoring.
S. “Designated State.” The State of Tennessee.
T. “Effective Date.” The date sixty (60) calendar days after the Reference Date. 136
5 U. “Eligible States.” The thirty-three (33) states of the United States listed in Exhibit F, and the District of Columbia.
V. “Enforcement Committee. ” A committee consisting of representatives of the Settling States and of the Participating Subdivisions. Exhibit B contains the organizational bylaws of the Enforcement Committee. Notice pursuant to Section XIII. R shall be provided when there are changes in membership or contact information.
W. “Final Order.” An order or judgment of a court of competent jurisdiction with respect to the applicable subject matter (1) which has not been reversed or superseded by a modified or amended order, is not currently stayed, and as to which any right to appeal or seek certiorari, review, reargument, stay, or rehearing has expired, and as to which no appeal or petition for certiorari, review, reargument, stay, or rehearing is pending, or (2) as to which an appeal has been taken or petition for certiorari, revie w, reargument, stay, or rehearing has been filed and (a) such appeal or petition for certiorari, review, reargument, stay, or rehearing has been resolved by the highest court to which the order or judgment was appealed or from which certiorari, review, reargument, stay, or rehearing was sought, or (b) the time to appeal further or seek certiorari, review, reargument, stay, or rehearing has expired and no such further appeal or petition for certiorari, review, reargument, stay, or rehearing is pending.
X. “Global Settlement Amount.” The Global Settlement Amount is $ 1,372,800,000, which is comprised of the State Remediation Payment, Private Attorney Fees, State AG Fees and Costs, and Additional Remediation Amount.
Y. “Implementation Administrator .” Rubris, Inc., which is t he vendor that will be retained by Kroger for costs of up to $1,500,000, to provide notice pursuant to Section VII.A and to manage the initial joinder period for Subdivisions, including the issuance and receipt of Subdivision Participation Agreements.
Z. “Incentive Payment A.” The incentive payment described in Section IV.H.4.
AA. “Incentive Payment A Catch-up Payment.” As defined in Section IV.H.4.f.
BB. “Incentive Payment BC.” The incentive payment described in Section IV.H.5.
CC. “Incentive Payment D.” The incentive payment described in Section IV.H.6.
DD. “Incentive Payment Earn-Back.” The incentive payment described in Section IV.H.7.
EE. “Initial Participating Subdivision.” A Subdivision that meets the requirements set forth in Section VII.D.
FF. “Initial Participation Date .” The date ninety (90) calendar days after the Preliminary Agreement Date, unless it is exte nded by written agreement of Kroger and the Enforcement Committee.
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6 GG. “Injunctive Relief Terms. ” The terms descri bed in Section III and set forth in Exhibit P.
HH. “Kroger.” The Kroger Co.
II. “Later Litigating Subdivision.” A Subdivision (or Subdivision official asserting the right of or for the Subdivision to recover for A lleged Harms to the Subdivision and/or the people thereof) that: (1) first files a lawsuit bringing a Released Claim against a Released Entity after the Trigger Date; or (2) adds a Released Claim against a Released Entity after the Trigger Date to a lawsuit brought before the Trigger Date that, prior to the Trigger Date, did not include any Released Claims against a Released Entity; or (3) (a) was a Litigating Subdivision whose Released Claims against Released Entities were resolved by a legislative Bar or legislative Case- Specific Resolution as of the Trigger Date, (b) such legislative Bar or legislative Case-Specific Resolution is subject to a Revocation Event after the Trigger Date, and (c) the earlier of the date of completion of opening statements in a trial in an action brought by a Subdivision in that Settling State that includes a Released Claim against a Released Entity or one hundred eighty (180) days from the Revocation Event passes without a Bar or Case-Specific Resolution being implemented as to that Litigating Subdivision or the Litigating Subdivision's Released Claims being dismissed; or (4) (a) was a Litigating Subdivision whose Released Claims against Released Entities were resolved by a judicial Bar or judicial Case -Specific Resolution as of the Trigger Date, (b) such judicial Bar or judicial Case-Specific Resolution is subject to a Revocation Event after the Trigger Date, and (c) such Litigating Subdivision takes any action in its lawsuit asserting a Released Claim against a Released Entity other than seeking a stay or dismissal.
JJ. “Later Participating Subdivision.” A Participating Subdivision that is not an Initial Participating Subdivision, but meets the requirements set forth in Section VII.E.
KK. “Litigating Subdivision.” A Subdivision (or Subdivision official) that brought any Released Claim against any Released Entity prior to the Trigger Date; provided, however, that a Subdivision (or Subdivision official) that is a Prior Litigating Subdivision shall not be considered a Litigating Subdivision. Exhibit C is an agreed list of all Litigating Subdivisions. Exhibit C will be updated (including with any corrections) periodically, and a final version of Exhibit C will be attached hereto as of the Reference Date.
LL. “National Arbitration Panel.” The panel comprised as described in Section VI.F.2.b.
MM. “National Disputes.” As defined in Section VI.F.2.a.
NN. “Non-Eligible State.” Any state or territory of the United States of America that is not an Eligible State.
OO. “Non-Litigating Subdivision.” Any Subdivision that is neither a Litigating Subdivision nor a Later Litigating Subdivision.
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7 PP. “Non-Litigating Threshold Subdivisions .” Primary Subdivisions (a) with populations greater than 30,000 that have not sued Kroger as of the Initial Participation Date and (b) with populations between 10,000 and 30,000 that have not sued Kroger but did sue McKesson, AmerisourceBergen, Cardinal or Janssen prior to July 1, 2021 related to any allegations regarding the Products for Covered Conduct Attached as Exhibit W is a list of the Non-Litigating Threshold Subdivisions in each Eligible State. Exhibit W will be updated (including with any corrections) periodically, and a final version of Exhibit W will be attached hereto as of the Initial Participation Date.
QQ. “Non-Participating Subdivision.” Any Subdivision that is not a Participating Subdivision.
RR. “Non-Party Covered Conduct Claim.” A Claim against any Non-Released Entity involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity).
SS. “Non-Party Settlement.” A settlement by any Releasor that settles any Non -Party Covered Conduct Claim and includes a release of any Non-Released Entity.
TT. “Non-Released Entity.” An entity that is not a Released Entity.
UU. “Non-Settling State.” Any Eligible State that is not a Settling State.
VV. “Opioid Remediation.” Care, treatment, and other programs and expenditures (including reimbursement for pas t such programs or expenditures 1 except where this Agreement
restricts the use of funds solely to future Opioid Remediation) designed to (1) address the misuse and abuse of opioid products in the Settling States , (2) treat or mitigate opioid use or related disorders in the Settling States, or (3) mitigate other alleged effects of, including on those injured as a result of, the opioid epidemic in the Settling States. Exhibit E provides a non-exhaustive list of expenditures that qualify as being paid for Opioid Remediation. Qualifying expenditures may include reasonable related administrative expenses in connection with the above.
WW. “Opioid Tax.” Any tax, assessment, license fee, surcharge or any other fee (other than a fixed prospective excise tax or similar tax or fee that has no restriction on pass -through) imposed by a Settling State on Kroger on the sale, transfer or distribution of opioid products; provided, however, that none of the following as currently enacted shall be considered an Opioid Tax for purposes of this Agreement: 16 Del. Code Chapter 48B; fees assessed by the Minnesota Board of Pharmacy under Minnesota Statutes se ction 151.065; any penalty assessed under Minnesota’s Opiate Product Registration Fee law, Minnesota Statutes section 151.066; the MinnesotaCare Wholesale Drug Distributor and Use Tax, Minnesota Statutes section 292.52; the Excise Tax on sale of Opioids, Article 20-D of New York’s Tax Law; the Opioid Stewardship Act, Article 33, Title 2-A of New York’s Public Health Law; and Rhode Island’s Opioid Stewardship Act, R.I. Gen. Laws §§ 21-28.10, et seq.).
1 Reimbursement includes amounts paid to any governmental entities for past expenditures or programs 139
8 XX. “Overall Allocation Percentage .” A Settling State’s percentage as set forth in Exhibit F.
YY. “Participating Subdivision.” Any Subdivision that meets the requirements for becoming a Participating Subdivision under Section VII.B and Section VII.C. Participating Subdivisions include both Initial Participating Subdivisions and Later Participating Subdivisions.
ZZ. “Participation Percentage of Incentive BC Eligible Subdivision Population.” As defined in Section IV.H.5.e.
AAA. “Parties.” Kroger and the Settling States (each, a "Party").
BBB. “Payment Date.” March 31 for each Payment Year, which is t he date by which Kroger makes the Annual Remediation Payment and the Annual Fees Payment.
CCC. “Payment Year. ” The calendar year during which the applicable Annual Remediation Payment and the Annual Fees Payment is due . Payment Year 1 is 2024, Payment Year 2 is 2025 and so forth. References to payment “ for a Payment Year ” mean the Annual Remediation Payment and/or Annual Fees Payment due during that year. References to eligibility “for a Payment Year” mean eligibility in connection with the Annual Remediation Payment and/or Annual Fees Payment due during that year.
DDD. “Potential Earn-Back Amount.” As defined in Section IV.H.7.
EEE. “Preliminary Agreement Date.” The date on which Kroger is to inform the Settling States of their determination whether the condition in Section II.B has been satisfied. The Preliminary Agreement Date shall be no more than ten (10) calendar days after the end of the notice period to Eligible States, unless it is extended by written agreement of Kroger and the Enforcement Committee.
FFF. “Primary Fire District.” A fire district that covers a population of 25,000, or 0.20% of an Eligible State’s population if an Eligible State’s population is greater than 18 million. If not easily calculable from state data sources and agreed to between the Eligible State and Kroger , a fire district’s population is calculated by dividing the population of the county or counties a fire district serves by the number of fire districts in the county or counties. “Primary Fire Districts” shall mean fire districts as identified in connection with the implementation of the July 21, 2021 Janssen Settlement Agreement.
GGG. “Primary Subdivision.” A Subdivision that is a General Purpose Government (including, but not limited to, a municipality, county, county subdivision, city, town, township, parish, village, borough, gore, or any other entities that provide municipal-type government) with population over 10,000. Attached as Exhibit I is an agreed list of the Primary Subdivisions in each Eligible State.
HHH. “Prior Litigating Subdivision.” A Subdivision (or Subdivision official) that brought any Released Claim against any Released Entity prior to the Trigger Date and all such Released Claims were separately settled or finally adjudicated prior to the Trigger Date; provided, however, 140
9 that if the final adjudication was pursuant to a Bar, such Subdivision shall not be considered a Prior Litigating Subdivision. Notwi thstanding the prior sentence, Kroger and the Settling State of the relevant Subdivision may agree in writing that the Subdivision shall not be considered a Prior Litigating Subdivision.
III. “Private Attorney Fees” are the amount to be paid by Kroger for private attorneys’ litigation fees and costs on behalf of Participating Subdivisions. The maximum amount of Private Attorney Fees are $148,800,000. For avoidance of doubt, Private Attorney Fees do not include State AG Fees and Costs or Additional Remediation Amount.
JJJ. “Product.” Any chemical substance, whether used for medicinal or non-medicinal purposes, and whether natural, synthetic, or semi-synthetic, or any finished pharmaceutical product made from or with such substance, that is: (1) an opioid or opiate, as well as any product containing any such substance; or (2) benzodiazepine, carisoprodol, or gabapentin; or (3) a combination or "cocktail" of chemical substances prescribed, sold, bought, or dispensed to be used together that includes opioids or opiates. “Product” shall include, but is not limited to, any substance consisting of or containing buprenorphine, codeine, fentanyl, hydrocodone, hydromorphone, meperidine, methadone, morphine, oxycodone, oxymorphone, tapentadol, tramadol, opium, heroin, carfentanil, diazepam, estazo lam, quazepam, alprazolam, clonazepam, oxazepam, flurazepam, triozolam, temazepam, midazolam, carisoprodol, gabapentin, or any variant of these substances or any similar substance. Notwithstanding the foregoing, nothing in this section prohibits a Settling State from taking administrative or regulatory action related to benzodiazepine (including, but not limited to, diazepam, estazolam, quazepam, alprazolam, clonazepam, oxazepam, flurazepam, triozolam, temazepam, and midazolam), carisoprodol, or gabapentin that is wholly independent from the use of such drugs in combination with opioids, provided such action does not seek money (including abatement and/or remediation) for conduct prior to the Initial Participation Date.
KKK. “Reference Date.” The date on which Kroger is to inform the Settling States of its determination whether the condition in Section VIII has been satisfied. The Reference Date shall be no later than thirty (30) calendar days after the Initial Participation Date, unless it is extended by written agreement of Kroger and the Enforcement Committee.
LLL. “Released Claims.” Any and all Claims that directly or indirectly are based on, arise out of, or in any way relate to or concern the Covered Conduct occurring prior to the Initial Participation Date. Without limiting the foregoing, Released Claims include any Claims that have been asserted against Released Entities, by a Settling State or Litigating Subdivision in any federal, state, or local action or proceeding (whether judicial, arbitral, or administrative) based on, arising out of, or relating to, in whole or in part, the Covered Conduct, or any such Claims that could be or could have been asserted prior to the Initial Participation Date by a Settling State, Subdivision, or Releasor (whether or not such Settling State, Subdivision, or Releasor has brought such action or proceeding). The Parties intend that this term, “Released Claims,” be interpreted broadly. This Agreement does not release Claims by private individuals. It is the intent of the Parties that Claims by private individuals be treated in accordance with applicable law. Released Claims is also used herein to describe claims brought by a Later Litigating Subdivision or other non-party Subdivision that would have been Released Claims if they had been brought by a Releasor against a Released Entity.
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10 MMM. “Released Entities.” With respect to Released Claims, Kroger and (1) all past and present subsidiaries, divisions, predecessors, successors, and assigns (in each case, whether direct or indirect) of Kroger ; (2) all past and present subsidiaries and divisions (in each case, whether direct or indirect) of any entity described in subsection (1); (3) the respective past and present officers, directors, members, trustees, and employees of any of the foregoing (each for actions that occurred during and related to their work for, or employment with, any of Kroger or the foregoing entities); (4) all past and present joint ventures (whether direct or indirect) of Kroger or its subsidiaries, including in any subsidiary’s capacity as a participating member in such joint venture; (5) all direct or indirect parents and shareholders of Kroger (solely in their capacity as parents or shareholders of Kroger with respect to Covered Conduct); and (6) any insurer of Kroger or any person or entity otherwise described in subsections (1) -(5) (solely in its role as insurer of such person or entity and subject to the last sentence of Section X.C). An illustrative list of Kroger’s joint ventures, subsidiaries and affiliates and predecessor entities is set forth in Exhibit J. Any person or entity described in subsections (3) -(6) shall be a Released Entity solely in the capacity described in such clause and shall not be a Released Entity with respect to its conduct in any other capacity. Notwithstanding any other provision of this Agreement, Albertsons Companies, Inc. (and its joint ventures, subsidiaries, divisions, and affiliates, and the predecessors, successors, assigns, and agents of Albertsons Companies, Inc., its joint ventures, subsidiaries, divisions, and affiliates) is not a Released Entity and will not become a Released Entity if acquired by Kroger. Any other entity acquired, or joint venture entered into, by Kroger after the Initial Participation Date is not a Released Entity. Further and notwithstanding anything else in this paragraph, no entity sued in In re: National Prescription Opiate Litigation , No. 1:17- md-2804 (N.D. Ohio) is included as a Released Entity other than the entities listed on Exhibit J.
NNN. “Releasors.” With respect to Released Claims, (1) each Settling State ; (2) each Participating Subdivision; and (3) without limitation and to the maximum extent of the power of each Settling State’s Attorney General’s and/or Participating Subdivision to release Claims, (a) the Settling State’s and Participating Subdivision ’s departments, agencies, divisions, boards, commissions, Subdivisions, districts, instrumentalities of any kind and attorneys, including its Attorney General, and any person in his or her official capacity whether elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, (b) any public entities, public instrumentalities, public educational institutions, unincorporated districts, fire districts, irrigation districts, and other Special Districts in a Settling State, and (c) any person or entity acting in a parens patriae, sovereign, quasi -sovereign, private attorney general, qui tam, taxpayer, or other capacity seeki ng relief on behalf of or generally applicable to the general public with respect to a Settling State or Subdivision in a Settling State, whether or not any of them participate in this Agreement. The inclusion of a specific reference to a type of entity in this definition shall not be construed as meaning that the entity is not a Subdivision. Each Settling State’s Attorney General represents that he or she has or has obtained (or will obtain no later than the Initial Participation Date) the authority set forth in Section X.G. In addition to being a Releasor as provided herein, a Participating Subdivision shall also provide the Subdivision Settlement Participation Form referenced in Section VII providing for a release to the fullest extent of the Participating Subdivision’s authority.
OOO. “Remediation Accounts Fund.” The component of the Settlement Fund described in Section V.
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11 PPP. “Revocation Event.” With respect to a Bar, Settlement Class Resolution, or Case - Specific Resolution, a revocation, rescission, reversal, overruling, or interpretation that in any way limits the effect of such Bar, Settlement Class Resolution, or Case-Specific Resolution on Released Claims, or any other action or event that otherwise deprives the Bar, Settlement Class Resolution, or Case-Specific Resolution of force or effect in any material respect.
QQQ. “Settlement Class Resolution.” A class action resolution in a court of competent jurisdiction in a Settling State (that is not successfully removed to federal court) with respect to a class of Subdivisions in that Settling State that (1) conforms with that Settling State’s statutes, case law, and rules of procedure regarding class actions; (2) is approved and entered as an order of a court of competent jurisdiction in that Settling State and such order has become a Final Order; (3) is binding on all Non -Participating Subdivisions in that Settling State (other than opt outs as permitted under the next sentence); (4) provides that all such Non-Participating Subdivisions may not bring any Released Claims against any Released Entities, whether on the ground of this Agreement (or the releases herein) or otherwise; and (5) does not impose any costs or obligations on Kroger other than those provided for in this Agreement, or contain any provision inconsistent with any provision of this Agreement. If applicable state law requires that opt -out rights be afforded to members of the class, a class action resolution otherwise meeting the foregoing requirements shall qualify as a Settlement Class Resolution unless Subdivisions collectively representing more than one percent (1%) of the total population of that Settling State opt out. In seeking certification of any Settlement Class, the applicable Settling State and Participating Subdivisions shall make clear that certification is sought solely for settlement purposes and shall have no applicability beyond approval of the settlement for which certification is sought. Nothing in this Agreement constitutes an admission by any Party that class certification would be appropriate for litigation purposes in any case or for purposes unrelated to this Agreement.
RRR. “Settlement Fund.” The interest-bearing fund established at U.S. Bank pursuant to this Agreement into which the Annual Remediation Payments are made under Section IV, which is intended to be classified as a “qualified settlement fund” within the meaning of 26 C.F.R. §§
1.468B-1 et seq . and which shall be approved by any Settling State in accordance with the requirements of 26 C.F.R. § 1.468B-1.
SSS. “Settlement Fund Administrator.” BrownGreer PLC, which is the entity that annually determines the Annual Remediation Payment (including calculating offset or reduction and Incentive Payments pursuant to Section IV and any amounts subject to offset or reduction pursuant to Section XII ) and Additional Remediation Amount , administers the Settlement Fund, and distributes amounts into the Remediation Accounts Fund, State Fund, and Subdivision Fund pursuant to this Agreement. The duties of the Settlement Fund Administrator shall be governed by this Agreement. Prior to th e Effective Date, Kroger and the Enforcement Committee shall agree to a detailed description of the Settlement Fund Administrator ’s duties and responsibilities, including a detailed mechanism for paying the Settlement Fund Administrator’s fees and costs, all of which shall be appended to the Agreement as Exhibit L.
TTT. “Settlement Fund Escrow.” The interest-bearing escrow fund established pursuant to this Agreement to hold disputed payments made under this Agreement. 143
12 UUU. “Settlement Payment Schedule.” The schedule attached to this Agreement as Exhibit M-1, Exhibit M-2, and Exhibit M-3.
VVV. “Settling State.” An Eligible State that has entered into this Agreement and delivers executed releases in accordance with Section VIII.A.
WWW. “State Allocation.” The State Remediation Payment multiplied by the percentage for each Eligible State listed in Exhibit F. The allocation percentages in Exhibit F reflect a re- allocation to only states in which the Released Entities operate because any and all potential claims and/or liability against the Released Entities arise from alleged Covered Conduct related to Products in those states.
XXX. “State AG Fees and Costs.” The amount to be paid by Kroger to the Settling States for their litigation fees and costs pursuant to Exhibit S and Exhibit T. The State AG Fees and Costs are 2% times the State Remediation Payment , minus the Additional Remediation Amount, with the maximum amount being $16,000,000.00.
YYY. “State Fund.” The component of the Settlement Fund described in Section V.
ZZZ. “Statewide Payment Amount.” The amount from an Annual Remediation Payment to be paid to a Settling State, its separate types of funds (if applicable), and its Participating Subdivision listed on Exhibit G.
AAAA. “State Remediation Payment.” T he maximum amount owed by Kroger to the Settling States and Subdivisions, exclusive of the Private Attorney Fees, State AG Fees and Costs, Additional Remediation Amount, and is in the amount of $1,200,000,000.
BBBB. “State-Subdivision Agreement.” An agreement that a Settling State reaches with the Subdivisions in that Settling State regarding the allocation, distribution, and/or use of funds allocated to that Settling State and to its Subdivisions. A State -Subdivision Agreement shall be effective if approved pursuant to the provisions of Exhibit O or if adopted by statute. Preexisting agreements addressing funds other than those allocated pursuant to this Agreement shall qualify if the approval requirements of Exhibit O are met. A Settling State and its Subdivisions may revise a State-Subdivision Agreement if approved pursuant to the provisions of Exhibit O , or if such revision is adopted by statute.
CCCC. “Statutory Trust.” A trust fund established by state law to receive funds allocated to a Settling State's Remediation Accounts Fund and restrict any expenditures made using funds from the Settling State's Remediation Accounts Fund to Opioid Remediation, subject to reasonable administrative expenses. A Settling State may give a Statutory Trust authority to allocate one (1) or more of the three (3) types of funds comprising such Settling State’s Settlement Fund, but this is not required.
DDDD. “Subdivision.” Any (1) General Purpose Government (including, but not limited to, a municipality, county, county subdivision, city, town, township, parish, village, borough, gore, or any other entities that provide municipal -type government), School District, or Special District within a Settling State, and (2) any other subdivision, subdivision official (acting 144
13 in an official capacity on behalf of the subdivision) or sub- entity of or located within a Settling State (whether political, geographical or otherwise, whether functioning or non- functioning, regardless of population overlap, and including, but not limited to, Nonfunctioning Governmental Units and public institutions) that has filed a lawsuit that inclu des a Released Claim against a Released Entity in a direct, parens patriae, or any other capacity. “General Purpose Government,” “School District, ” and “Special District” shall correspond to the “five basic types of local governments” recognized by the U.S. Census Bureau and match the 2017 list of Governmental Units.
2 The three (3) General Purpose Governments are county, municipal, and township governments; the two (2) special purpose governments are School Districts and Special Districts.
3 “Fire District, ” “Health District, ” “Hospital District, ” and “Library District” shall correspond to categories of Special Districts recog nized by the U.S. Census Bureau.4 References to a Settling State’s Subdivisions or to a Subdivision “ in,” “of,” or “within” a Settling State include Subdivisions located within the Settling State even if they are not formally or legally a sub-entity of the Settling State; provided, however, that a “ Health District ” that includes any of the following words or phrases in its name shall not be considered a Subdivision: mosquito, pest, insect, spray, vector, animal, air quality, air pollution, clean air, coastal water, tuberculosis, and sanitary.
EEEE. “Subdivision Allocation Percent age.” The portion of a Settling State's Subdivision Fund set forth in Exhibit G that a Subdivision will receive pursuant to Section V if it becomes a Participating Subdivision. The aggregate Subdivision Allocation Percentage of all Subdivisions receiving a Subdivision Allocation Percentage in each Settling State shall equal one hundred percent (100%). Immediately upon the effectiveness of any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3) that addresses allocation from the Subdivision Fund, whether before or after the Initial Participation Date, Exhibit G will automatically be amended to reflect the allocation from the Subdivision Fund pursuant to the State- Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3. The Subdivision Allocation Percentages contained in Exhibit G may not change once notice is distributed pursuant to Section VII.A, except upon the effectiveness of any State - Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement,
2 https://www.census.govidataidatasets/2017/econ/gus/public-use-files.html. 3 E.g., U.S. Census Bureau, “Technical Documentation: 2017 Public Use Files for State and Local Government Organization” at 7 (noting that “the Census Bureau recognizes five basic types of local governments,” that three of those are “general purpose governments” (county governments, municipal governments, and township governments), and that the other two are “school district and special district governments”), https://www2.census.gov/programs-surveysigus/datasets/2017/2017_gov_org_meth_tech_doc.pdf.
4 A list of 2017 Government Units provided by the Census Bureau identifies 38,542 Special Districts and categorizes them by “FUNCTION_NAME.” “Govt_Units_2017_Final” spreadsheet, “Special District” sheet, included in “Independent Governments - list of governments with reference information,” https://www.census.govidataidatasets/2017/econ/gus/public-use-files.html. As used herein, “Fire District” corresponds to Special District function name “24 — Local Fire Protection,” “Health District” corresponds to Special District function name “32 — Health,” “Hospital District” corresponds to Special District function name “40 —Hospitals,” and “Library District” corresponds to Special District function name “52 — Libraries.” See id. 145
14 Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3) that addresses allocation from the Subdivision Fund. For the avoidance of doubt, no Subdivision not listed on Exhibit G shall receive an allocation from the Subdivision Fund and no provision of this Agreement shall be interpreted to create such an entitlement.
FFFF. “Subdivision Fund.” The component of the Settlement Fund described in Section V.A.
GGGG. “Subdivision Settlement Participation Form.” The form attached as Exhibit K that Participating Subdivisions must execute and return to the Implementation Administrator or Settlement Fund Administrator , and which shall (1) make such Participating Subdivisions signatories to this Agreement, (2) include a full and complete release of any and of such Subdivision’s claims, and (3) require the prompt dismissal with prejudice of any Released Claims that have been filed by any such Participating Subdivision HHHH. “Threshold Motion.” A motion to dismiss or equivalent dispositive motion made at the outset of litigation under applicable procedure. A Threshold Motion must include as potential grounds for dismissal any applicable Ba r or the relevant release by a Settling State or Participating Subdivision provided under this Agreement and, where appropriate under applicable law, any applicable limitations defense.
IIII. “Total Unearned Incentive Payments.” As defined in Section IV.H.7.
JJJJ. “Trigger Date.” In the case of a Primary Subdivision, the Reference Date. In the case of all other Subdivisions, the Preliminary Agreement Date.
II. Participation by Eligible States and Condition to Preliminary Agreement A. Notice to Eligible States. On March 25, 2024, this Agreement shall be distributed to all Eligible States. The Attorneys General of the Eligible States shall then have until April 24, 2024 to decide whether to become Settling States. Eligible States that determine to become Settling States shall so notify Kroger and shall further commit to obtaining any necessary additional s tate releases prior to the Reference Date. This notice period may be extended by written agreement of Kroger and the Enforcement Committee.
B. Condition to Preliminary Agreement . Following the notice period set forth in Section II.A, Kroger shall determine whether, in its sole discretion, enough Eligible States have agreed to become Settling States to proceed with notice to Subdivisions as set forth in Section VII.
If Kroger determines that this condition has been satisfied, and that notice to the Subdivisions should proceed, it will so notify the Settling States by providing notice to the Enforcement Committee on the Preliminary Agreement Date. I f Kroger determine that this condition has not been satisfied, and this Agreement will have no further effect and all releases and other commitments or obligations contained herein will be void.
C. Later Joinder by Eligible States. After the Preliminary Agreement Date, an Eligible State may only become a Settling State with the consent of Kroger and the Enforcement Committee. If an Eligible State becomes a Settling State more than sixty (60) calendar days after 146
15 the Preliminary Agreement Date, but on or before the Reference Date, the Subdivisions in that Eligible State that become Participating Subdivisions within ninety (90) calendar days of the Eligible State becoming a Settling State shall be considered Initial Participating Subdivisions. An Eligible State may not become a Settling State after the Reference Date.
D. Litigation Activity. Following the Preliminary Agreement Date, Eligible States that determine to become Settling States shall make reasonable efforts to cease litigation activity against Kroger, including by jointly seeking stays or, where appropriate, severance of claim against Kroger, where feasible, and otherwise to minimize such activity by means of agreed deadline extensions and agreed postponement of depositions, document productions, and motion practice if a motion to stay or sever is not feasible or is denied.
III. Injunctive Relief
A. Injunctive Relief. As part of the Consent Judgment, the Parties agree to the entry of the injunctive relief terms attached in Exhibit P.
IV. Settlement Payments
A. Settlement Fund. All payments under this Section IV shall be made into the Settlement Fund, except that, where specified, they shall be made into the Settlement Fund Escrow.
The Settlement Fund shall be allocated and used only as specified in Section V.
B. Annual Remediation Payments
1. Kroger shall make eleven (11) Annual Remediation Payments, each comprised of Base Payments and Incentive Payments as provided in this Section IV and as determined by the Settlement Fund Administrator as set forth in this Agreement , provided that the Annual Remediation Payment in Payment Year 1 shall consist solely of Base Payments .
The payment schedule for the Annual Remediation Payments is attached hereto as Exhibit M-2.
2. In no instance shall Kroger’s Annual Remediation Payment obligation exceed the Annual Remediation Maximum, reduced for Non-Settling States, except as specified in the definition of “Annual Remediation Maximum” for Payment Years 3, 4, and 11. In no instance shall the sum of Kroger’s Annual Remediation Payment obligations for Payment Years 1-11 exceed the sum of Kroger’s Annual Remediation Maximums for Payment Years 1-11, reduced for Non-Settling States.
C. Settlement Fund Payment Process
1. To determine each Annual Remediation Payment for Payment Year 2 forward, the Settlement Fund Administrator shall use the data as of sixty (60) days prior to the Payment Date for each payment, unless another provision of the Agreement specifies a different date.
Prior to the Effective Date, the Parties will include an exhibit to the Agreement setting forth in detail the process for the Settlement Fund Administrator obtaining relevant data and for 147
16 distributing funds to the Settling States and their Participating Subdivisions listed on Exhibit G consistent with the terms of this Agreement as quickly as practical.
2. The Settlement Fund Administrator shall determine the Annual Remediation Payment and the Statewide Payment Amount for each Settling State, consistent with the provisions in Exhibit L, by:
a. Determining, for each Settling State, the amount of Base Payments and Incentive Payments to which the Settling State is entitled by applying the criteria under Section IV.F, Section IV.G, and Section IV.H; b. applying any offsets, credits or reductions as specified under Section IV and Section XII;
c. determining the total amount owed by Kroger to all Settling States and the Participating Subdivisions listed on Exhibit G; and d. the Settlement Fund Administrator shall then allocate, after subtracting the portion of any Settlement Fund Administrator costs and fees owed out of funds from the Settlement Fund pursuant to Section V.C.5, the Annual Remediation Payment pursuant to Section V among the Settling States, among the separate types of funds for each Settling State (if applicable), and among the Participating Subdivisions listed on Exhibit G.
3. If, no later than fifty (50) days prior to the Payment Date, Kroger and the Enforcement Committee inform the Settlement Fund Administrator that they agree on the amount of the Annual Remediation Payment and the Statewide Payment Amount for each Settling State, Kroger shall pay the agreed-upon Annual Remediation Payment amount on the Payment Date and the Settlement Fund Administrator shall treat those amounts as the determination described in Section IV.C.2. If the Settlement Fund Administrator is not so informed, it shall give notice to Kroger, the Settling States, and the Enforcement Committee of the amount of the Annual Remediation Payment, and the Statewide Payment Amount for each Settling State, fol lowing the determination described in Section IV.C.2, and the following timeline shall apply:
a. Within twenty-one (21) calendar days of the notice provided by the Settlement Fund Administrator, Kroger , any Settling State or the Enforcement Committee may dispute, in writing, the calculation of the Annual Remediation Payment or the Statewide Payment Amount for a Settling State. Such disputing party must provide a written notice of dispute to the Settlement Fund Administrator, the Enforcement Committee, any affected Settling State, and Kroger identifying the nature of the dispute, the amount of money that is disputed, and the Settling State(s) affected.
b. Within twenty-one (21) calendar days of the sending of a written notice of dispute, any affected party may submit a response, in writing, to the 148
17 Settlement Fund Administrator, the Enforcement Committee, any affected Settling State, and Kroger identifying the basis for disagreement with the notice of dispute. c. If no response is filed, the Settlement Fund Administrator shall adjust the amount calculated consistent with the written notice of dispute, and Kroger shall pay the adjusted amount, collectively totaling that year's Annual Remediation Payment, on the Payment Date. If a written response to the written notice of dispute is timely sent to the Settlement Fund Administrator, the Settlement Fund Administrator shall notify Kroger of the preliminary amount to be paid, which shall be the greater of the amount origi nally calculated by the Settlement Fund Administrator or the amount that would be consistent with the notice of dispute, provided, however, that in no circumstances shall the preliminary amount to be paid be higher than the Annual Remediation Maximum. For the avoidance of doubt, a transfer of payments from the Settlement Fund Escrow for other Payment Years does not count toward determining whether the amount to be paid is higher than the Annual Remediation Maximum.
d. The Settlement Fund Administrator shall place any disputed amount of the preliminary amount paid by Kroger into the Settlement Fund Escrow and shall disburse any undisputed amount to each Settling State and its Participating Subdivisions listed on Exhibit G pursuant to Section IV.C.4.
4. If a Settling State informs the Settlement Fund Administrator that it and its Participating Subdivisions listed on Exhibit G have agreed on the amount of its Statewide Payment Amount, determined pursuant to Section IV.C.2 or Section IV.C.3, to be distributed to the Settling State, among its separate types of funds (if applicable), and among its Participating Subdivisions listed on Exhibit G , the Settlement Fund Administrator shall disburse the Statewide Payment Amount pursuant to the consensus distribution amounts provided by the Settling State as quickly as practical. For a Settling State that does not so notify the Settlement Fund Administrator, the Settlement Fund Administrator shall allocate the Settling State’s Statewide Payment Amount, pursuant to Section V, among the separate types of funds for the Settling State (if applicable), and among its Participating Subdivisions listed on Exhibit G using the following procedures:
a. As soon as possible for each payment and following the determination described in Section IV.C.2 or Section IV.C.3, the Settlement Fund Administrator shall give notice to the relevant Settling States and their Participating Subdivisions listed on Exhibit G of the amount to be received by each Settling State, the amount to be received by the separate types of funds for each Settling State (if applicable), and the amount to be received by each Participating Subdivision listed on Exhibit G for each Settling State.
b. Within twenty -one (21) days of the notice provided by the Settlement Fund Administrator, any Settling State or Participating Subdivision listed on Exhibit G may dispute, in writing, the calculation of the amount to be received by the relevant Settling State and/or its Participating Subdivision listed on Exhibit G. A dispute will be deemed invalid and disregarded if it challenges the 149
18 allocations adopted by a State -Subdivision Agreement approved pursuant to the provisions of Exhibit O or by statute. Such disputing party must provide a written notice of dispute to the Settlement Fund Administrator, any affected Settling State, and any affected Participating Subdivision identifying the nature of the dispute, the amount of money that is disputed, and the Settling State(s) affected. c. Within twenty-one (21) days of the sending of a written notice of dispute, any affected Settling State or any affected Participating Subdivision may submit a response, in writing, to the Settlement Fund Administrator, any affected Settling State and any af fected Participating Subdivision identifying the basis for disagreement with the notice of dispute.
d. If no response is filed, the Settlement Fund Administrator shall adjust the amount calculated consistent with the written notice of dispute. e. The Settlement Fund Administrator shall place any disputed amount into the Settlement Fund Escrow and shall disburse any undisputed amount to the Settling State and its Participating Subdivisions eligible for payment.
5. Disputes described in this subsection shall be resolved in accordance with the terms of Section VI.F.
6. The Settlement Fund Administrator may combine the disbursements of Annual Remediation Payments with disbursement of funds under other comparable opioid settlements. In determining when disbursements for each Annual Remediation Payment will be made, the Set tlement Fund Administrator may take into account the timeline for the availability of disbursements under other comparable opioid settlements.
7. For the avoidance of doubt, a Subdivision not listed on Exhibit G shall not receive an allocation from the Subdivision Fund and no provision of this Agreement shall be interpreted to create such an entitlement.
D. Procedure for Annual Remediation Payment and Annual Fees Payment in Payment Year 1. The process described in Section IV.C shall not apply to Payment Year 1. The procedure in lieu of Section IV.C for Payment Year 1 is as set forth below:
1. The Payment Date for Payment Year 1 is March 31, 2024. Kroger shall deposit into a segregated interest-bearing bank account it establishes the “Maximum Base Payment” for Payment Year 1 as specified in Exhibit M -2. Kroger shall also deposit into two (2) separate segregated interest -bearing bank account s it establishes : (a) the “Maximum Exhibit R Attorney Fee and Cost Funds” for Payment Year 1 as specified in Exhibit M -3; and (b) the sum of the “State Cost Fund,” the “Maximum State Outside Counsel Fee Fund,” and the “Maximum Additional Remediation Amount ” for Payment Year 1 as specified in Exhibit M-3. Kroger shall separately account for the interest earned on each of the three (3) accounts.
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19 2. Kroger shall provide proof to the Enforcement Committee of the deposit s required by Section IV.D.1 by March 31, 2024. Kroger shall not remove any money from the segregated bank accounts, except as provided by Section IV.D.3 and Section IV.D.4.
3. In the event that an Eligible State does not agree to become a Settling State by the Preliminary Agreement Date, such State’s share of the funds held in the segregated bank account holding the “Maximum Base Payment” for Payment Year 1 shall immediately revert to Kroger. This amount shall be calculated by multiplying the aggregate Overall Allocation Percentage attributable to Eligible States that have not agreed to become Settling State by the Preliminary Agreement Da te by the “Maximum Base Payment” amount specified in Exhibit M-2 for Payment Year 1. In the event that, in accordance with the terms of Section VIII.B, Kroger determines not to proceed with the Settlement, or the Settlement does not become effective for any other reason, the funds held in the segregated bank accounts shall immediately revert to Kroger.
4. If the condition set forth in Section VIII.B is met, Kroger shall transfer into the Settlement Fund, no later than five (5) business days after the Reference Date (unless the Enforcement Committee specifies a later date) , the amount in the segregated account holding the “Maximum Base Payment” for Payment Year 1 (including all interest accrued on that account) plus the total amount of the Base Payment owed in Payment Year 1 for the Eligible States that newly agreed to become a Settling State between the Prel iminary Agreement Date and the Reference Date, which shall be calculated by multiplying those Settling States’ Overall Allocation Percentage by the amount specified in Exhibit M-2 for Payment Year 1. If the condition set forth in Section VIII. B is met, Kroger also shall transfer into the relevant funds as directed by the Enforcement Committee, no later than five (5) business days after the Reference Date (unless the Enforcement Committee specifies a later date) , the amount in the segregated account holding the “Maximum Exhibit R Attorney Fee and Cost Funds” for Payment Year 1 (including all interest accrued on that account), and the amount in the segregated account holding the sum of the “State Cost Fund,” the “Maximum State Outside Counsel Fee Fund,” and the “Maximum Additional Remediation Amount ” for Payment Year 1 (including all interest accrued on that account), except that any reductions provided by Section IX.B and Exhibits R, S, and T shall revert to Kroger . Kroger shall provide an accounting to the Enforcement Committee of the transfers, including Statewide Payment Amount for Payment Year 1 for each Eligible State that newly agreed to become a Settling State between the Preliminary Agreement Date and the Reference Date.
5. The Annual Remediation Payment for Payment Year 1 transferred by Kroger into the Settlement Fund pursuant to Section IV.D. 4 shall be disbursed by the Settlement Fund Administrator after the Effective Date to each Settling State and to its Initial Participating Subdivisions listed on Exhibit G pursuant to Section IV.C.4 through Section IV.C.7; provided, however, that for any Settling State where the Consent Judgment has not been entered as of the Effective Date, the funds allocable to that Settling State and its Participating Subdivisions listed on Exhibit G shall not be disbursed until ten (10) calendar days after the entry of the Consent Judgment in that Settling State. 151
20 E. Payment Date for Payment Years 2 through 11. The Payment Date for Payment Year 2 is March 31, 2025. The Payment Date for Payment Years 3 through 11 shall be each successive March 31. The Annual Remediation Payments for those Payment Years shall be made pursuant to the process set forth in Section IV.C.
F. Offsets to Annual Remediation Payments to the Settlement Fund for Non- Settling States. An offset equal to $1,200,000,000 times the Overall Allocation Percentage assigned to each Non-Settling State in Exhibit F shall be deducted from the total amount to be paid by Kroger to the Settlement Fund. For the avoidance of doubt, the Adjusted State Remediation Payment is calculated in a way that reflects this offset. The Base Payments and Incentive Payments are also subject to offset and reduction as provided in Section XII.
G. Base Payments.
1. Subject to the offset and reduction provisions set forth in Section XII, Kroger shall make Base Payments into the Settlement Fund in an amount equal to thirty -eight percent (38%) of the Adjusted State Remediation Payment. The maximum total for Base Payments is $456,000,000. The Base Payments shall be due in installments consistent with Exhibit M- 2 over the eleven (11) Payment Years, subject to potential offsets for Non-Settling States as provided in Section IV.F.
2. The Base Payment for any Settling State in each Payment Year shall be the Base Payment for that Payment Year specified in Exhibit M -2 times the Settling State’s Overall Allocation Percentage specified in Exhibit F.
H. Incentive Payments.
1. Subject to the offset and reduction provisions set forth in Section XII, Kroger shall make potential additional incentive payments totaling up to a maximum of sixty-two percent (62%) of the Adjusted State Remediation Payment , with the Incentive Payment amount depending on whether and the extent to which the criteria set forth below are met in each Settling State. The maximum total for Incentive Payments is $744,000,000.
2. A Settling State qualifies to receive Incentive Payments in addition to Base Payments if it meets the incentive eligibility requirements specified below. With the exception of the Incentive Payment Earn -Back, the maximum total Incentive Payment for any Settling State shall be no more than the maximum total for Incentive Payments listed in Section IV.H.1 times the Settling State’s Overall Allocation Percentage specified in Exhibit F. With the exception of the Incentive Payment Earn- Back, Incentive Payments are state- specific, with the actual amount depending on whether and the extent to which the criteria set forth below are met in such Settling State.
3. The incentive payments shall be divided among four (4) categories, referred to as Incentive Payments A , BC and D , and the Incentive Payment Earn -Back. Incentive Payments A and BC will be due in installments over the ten (10) Payment Years beginning with Payment Year 2 , and Incentive Payment D will be due in installments over Payment Years 6 through 11, as shown on Exhibit M -2. The Incentive Payment Earn -Back will be 152
21 due, if earned pursuant to Section IV.H.7, in Payment Year 11. The total amount of incentive payments in an Annual Remediation Payment shall be the sum of the incentive payments for which the individual Settling States are eligible for that Payment Year under the criteria set forth below. The incentive payments shall be made with respect to a specific Settling State based on its eligibility for that Payment Y ear under the criteria set forth below. For the avoidance of doubt, eligibility for Incentive Payments A, BC, and D shall be determined on a Settling State-by-Settling State basis.
4. Incentive Payment A.
a. Incentive Payment A is mutually exclusive with Incentive Payments BC and D; if a Settling State receives Incentive Payment A in an Annual Remediation Payment, such Settling State is not eligible for Incentive Payments BC or D in that Annual Remediation Payment. A Settling State that receives Incentive Payment A is eligible to receive the Incentive Payment Earn-Back, if the requirements of Section IV.H.7 are met.
b. Incentive Payment A shall be equal to sixty -two percent (62%) of the Adjusted State Remediation Payment, provided all Settling States satisfy the requirements of Incentive Payment A. Incentive Payment A will be due to a Settling State as part of the Annual Remediation Payment over ten (10) Payment Years, starting in Payment Year 2, and shall equal a total potential maximum of $744,000,000 if all Eligible States qualify for Incentive Payment A. Each Settling State’s share of Incentive Payment A in a given year, provided that Settling State qualifies, shall equal the total maximum amount available for Incentive Payment A for that year as reflected in Exhibit M -2 times the Settling State’s Overall Allocation Percentage.
c. Qualification for Incentive Payment A is as follows: A Settling State qualifies for Incentive Payment A if, as of two (2) years of the Effective Date:
(i) there is a Bar in that Settling State in full force and effect, (ii) there is a Settlement Class Resolution in that Settling State in full force and effect, (iii) the Released Claims of all of the following entities are released through the execution of Subdivision Settlement Participation Forms, or there is a Case -Specific Resolution against such entities: all Primary Subdivisions, Litigating Subdivisions, School Districts with a K -12 student enrollment of at least 25,000 or .10% of a Settling State’s population, whichever is greater, Hospital Districts that have at least one hundred twenty- five (125) hospital beds in one or more hospitals rendering services in that district, and Primary Fire Districts ; or (iv) a combination of the actions in clauses (i) -(iii) has achieved the same level of resolution of Claims by Subdivisions (e.g., a Bar against future litigation combined with full joinder by Litigating Subdivisions). For the avoidance of doubt, subsection (iv) cannot be satisfied unless all Litigating Subdivisions are Participating Subdivisions or there is a Case- Specific Resolution against any such Subdivisions that are not Participating Subdivisions. Kroger and the Enforcement Committee shall meet and confer in order to agree on data sources for purposes of this Section prior to the Initial Participation Date.
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22 d. A Settling State that does not qualify for Incentive Payment A as of two (2) years after the Effective Date shall not be eligible for Incentive Payment A for that Payment Year or any subsequent Payment Years.
e. Kroger shall indicate before the Initial Participation Date whether existing legislation in a Settling State is sufficient to qualify as a Bar. f. If a Settling State does not qualify for Incentive Payment A as of the Payment Date for Payment Year 2, and becomes eligible for Incentive Payment A as of Payment Date for Payment Year 3 , it shall receive the payment that it would have received for Incentive Payment A for Payment Year 2 (the “Incentive Payment A Catch-up Payment”) on the Payment Date for Payment Year 3. If a Settling State is not eligible for Incentive Payment A as of the Payment Date for Payment Year 3, and becomes eligible for Incentive P ayment A as of two (2) years after the Effective Date, it shall receive the payment that it would have received for Incentive Payment A for Payment Years 2 and 3 (also an “Incentive Payment A Catch-up Payment”) on the Payment Date for Payment Year 4. The Incentive Payment A Catch-up Payment shall be reduced by any amounts paid to the Settling State under Incentive Payment BC prior to the Settling State’s eligibility for Incentive Payment A.
g. If Kroger made a payment under Incentive Payment A solely on the basis of a Bar or Settlement Class Resolution in a Settling State and that Bar or Settlement Class Resolution is subsequently removed, revoked, rescinded, reversed, overruled, interpreted in a manner to limit the scope of the release, or otherwise deprived of force or effect in any material respect, that Settling State shall not be eligible for Incentive Payment A thereafter, unless the Settling State requalifies for Incentive Payment A through any method pursuant to Section IV.H.4.c, in which case the Settling State shall be eligible for Incentive Payment A less any litigation fees and costs incurred by Kroger in the interim, except that, if the re- imposition occurs after the completion of opening statements in a trial involving a Released Claim, the Settling State shall not be eligible for Incentive Payment A (unless this exception is waived by Kroger).
5. Incentive Payment BC.
a. Incentive Payment BC shall be available to Settling States that do not qualify for Incentive Payment A.
b. Incentive Payment BC shall be up to a maximum of fifty-nine percent (59%) of the Settling State’s State Allocation. Incentive Payment BC will be due to a Settling State as part of the Annual Remediation Payment over ten (10) Payment Years, starting in Annual Remediation Payment 2. Subject to Section IV.F, Incentive Payment BC shall equal a total potential maximum of $708,000,000 if all states are eligible.
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23 c. A Settling State may earn Incentive Payment BC in Annual Remediation Payments 2 through 11 and may receive, when combined with the Settling State’s Base Payment, a maximum of up to ninety-seven 97% of the Settling State’s State Allocation. The maximum Incentive Payment BC for any Settling State in a given Payment Year shall be the Incentive Payment BC for that Payment Year specified in Exhibit M-2 times the Settling State’s Overall Allocation Percentage specified in Exhibit F, provided such Settling State becomes eligible for Incentive Payment BC by sixty (60) days before the Payment Date for Payment Year 6.
d. The amount of Incentive Payment BC for which a Settling State is eligible shall be determined based on the aggregate population of the Settling State’s Incentive BC Subdivisions that are Participating Subdivisions or have had their claims resolved through a Case-Specific Resolution, divided by the aggregate population of all the Settling State’s Incentive BC Subdivisions. The Settling State’s Incentive BC Subdivisions are (i) all Litigating Subdivisions (including School Districts and Special Districts) and (ii) all Non -Litigating Threshold Subdivisions (collectively, all Litigating Subdivisions and all Non- Litigating Threshold Subdivisions are “Incentive BC Subdivisions”). e. The percentage of the Settling State’s maximum Incentive Payment BC for the Payment Year provided by Section IV.H.5.c to which the Settling State is entitled shall be determined according to the table of Incentive BC payment levels below:
Participation Percentage of Incentive BC
Eligible Subdivision Population5
Incentive Payment BC Percentage
for the Relevant Payment Year
Less than 85% 0%
85% or more but less than 86% 3.57%
86% or more but less than 87% 8.93%
5 The “Participation Percentage of Incentive BC Eligible Subdivision Population” shall be determined by the aggregate population of the Settling State’s Incentive BC Subdivisions that are Participating Subdivisions, or have had their claims resolved through a Case -Specific Resolution, divided by the aggregate population of the Settling State’s Incentive BC Subdivisions. In calculating the Settling State’s population that resides in Incentive BC Subdivisions, the population of the Settling State’s Incentive BC Subdivisions shall be the sum of the population of all Incentive BC Subdivisions in the Settling State, notwithstanding that persons may be included within the population of more than one Incentive BC Subdivision. An individual Subdivision shall not be included more than once in the numerator, and shall not be included more than once in the denominator, of the calculation regardless if it (or any of its officials) is named as multiple plaintiffs in the same lawsuit; provided, however, that for the avoidance of doubt, no Subdivision will be excluded from the numerator or denominator under this sentence unless a Subdivision otherwise counted in the denominator has the authority to release the Claims (consistent with Section X) of the Subdivision to be excluded. 155
24 87% or more but less than 88% 14.29%
88% or more but less than 89% 19.64%
89% or more but less than 90% 25%
90% or more but less than 91% 30.36%
91% or more but less than 92% 35.71%
92% or more but less than 93% 41.07%
93% or more but less than 94% 46.43%
94% or more but less than 95% 51.79%
95% or more but less than 96% 60.71%
96% or more but less than 97% 68.75%
97% or more but less than 98% 76.79%
98% or more but less than 99% 84.82%
99% or more but less than 100% 92.86%
100% 100%
f. For Payment Years 2 -5, the percentage of the available Incentive Payment BC amount for which a Settling State is eligible will be based on the Participation Percentage of Incentive BC Eligible Subdivision Population as of sixty (60) days before the Payment Date. For Payment Years 6- 11, the percentage of the available Incentive Payment BC amount for which a Settling State is eligible will be based on the Participation Percentage of Incentive BC Eligible Subdivision Population as of sixty (60) days before the Payment Date for Payment Year 6. If Incentive BC Eligible Subdivisions that have become Participating Subdivisions, or achieved Case-Specific Resolution status, collectively represent less than eighty- five percent (8 5%) of a Settling State ’s Incentive BC Eligible Subdivision population by sixty (60) days before the Payment Date for Payment Year 6, the Settling State shall not receive any Incentive Payment BC. g. If there are no Incentive BC Eligible Subdivisions in a Settling State, and that Settling State is otherwise eligible for Incentive Payment BC because it is not eligible for Incentive Payment A, that Settling State will receive its maximum 156
25 Incentive Payment BC for that Annual Remediation Payment provided by Section IV.H.5.c.
6. Incentive Payment D.
a. Incentive Payment D shall be available to Settling States that do not qualify for Incentive Payment A.
b. Incentive Payment D shall be equal to up to a maximum of ten percent (10%) of the Adjusted State Remediation Payment, with the actual amount depending whether and the extent to which the criteria set forth below are met in each Settling State. The maximum total for Incentive Payment D is $120,000,000. 6 c. Incentive Payment D shall be paid starting at Payment Year 6 and the amount of Incentive Payment D in Payment Years 6 -11 will depend on (i) the Settling State meeting the qualifications set out in Section IV.H.6.d and (ii) the Participation Percentage of Incentive BC Eligible Subdivision Population achieved by the Settling State as of sixty (60) days prior to the Payment Date for Payment Year 6.
d. A Settling State qualifies for Incentive Payment D if no Later Litigating Subdivision (for purposes of Incentive Payment D, Later Litigating Subdivisions are limited to (i) a Primary Subdivision; (ii) a school district with a K-12 student enrollment of at least 25,000 or 0.10% of the Settling State’s population, whichever is greater; (iii) a health district or hospital district that has at least one hundred twenty- five (125) hospital beds in one or more hospitals rendering services in that district; and (iv) Primary Fire Districts) in that Settling State has a lawsuit against a Released Entity survive more than six (6) months after denial in whole or in part of a Threshold Motion.
e. A Settling State ’s qualification for Incentive Payment D shall be determined as of sixty (60) calendar days prior to the Payment Date (“ Incentive Payment D Look -Back Date”). If a Later Litigating Subdivision’s lawsuit in that Settling State survives more than six (6) months after denial in whole or in part a Threshold Motion after that date, that Settling State shall not be eligible for Incentive Payment D for the Payment Year in which that occurs and any subsequent Payment Year.
f. The Incentive Payment D for any Settling State qualifying for Incentive Payment D in Payment Years 6-11 shall be equal to between three percent (3%) and ten percent ( 10%) of the of the State Remediation Payment times the Settling State’s Overall Allocation Percentage specified in Exhibit F . The
6 The Incentive Payment BC table specified in Section IV. H.5.e and Incentive Payment D table specified in Section IV.H.6.f operate so that the combined amount of Incentive Payment BC and Incentive Payment D cannot exceed sixty- two percent (62%) of the Adjusted State Remediation Payment over the term of the Agreement. Kroger will have no obligation to pay more than $744,000,000 for the combined amounts of Incentive Payment BC and Incentive Payment D minus any offsets for Non-Settling States specified in Section IV.F. 157
26 applicable percentage shall be determined based on the Participation Percentage of Incentive BC Eligible Subdivision Population achieved by the Settling State as of sixty (60) days prior to the Payment Date for Payment Year 6 as shown in the table below:
Participation Percentage of Incentive
BC Eligible Subdivision Population as
of sixty (60) days prior to the Payment
Date for Payment Year 6
Each Eligible Settling State’s
Applicable Incentive Payment
D Percentage
Participation of less than 95% 10% of State Allocation Participation of 95% but less than 96% 9% of State Allocation Participation of 96% but less than 97% 8% of State Allocation Participation of 97% but less than 98% 7% of State Allocation Participation of 98% but less than 99% 6% of State Allocation Participation of 99% but less than 100% 5% of State Allocation Participation of 100% 3% of State Allocation
g. Incentive Payment D shall be paid in six equal installments. Prior to making the Annual Remediation Payment for Payment Years 6-11, the Settlement Fund Administrator shall determine a Settling State’s qualification for Incentive Payment D as of the Incentive Payment D Look-Back Date for that Payment Year.
Prior to the Incentive Payment D Look-Back Date for each Payment Year, Kroger may provide the Settlement Fund Administrator and the Enforcement Committee with notice identifying any Settling State(s) it believes do not qualify for Incentive Payment D and information supporting its belief.
h. Notwithstanding Section IV.H.6.d and Section IV.H.6.e, a Settling State can become re-eligible for Incentive Payment D if the lawsuit that survived a Threshold Motion is dismissed pursuant to a later motion on grounds included in the Threshold Motion, in which case the Settling State shall be eligible for Incentive Payment D less any litigation fees and costs incurred by Kroger in the interim, except that if the dismissal motion occurs after the completion of opening statements in such action, the Settling State shall not be eligible for Incentive Payment D.
7. Incentive Payment Earn-Back. Upon calculation of Incentive Payments A, BC, and D for Payment Year 11, all Incentive Payment amounts that have been unearned by any Settling State under this Agreement for Payment Years 2-11 will be aggregated to determine the Total Unearned Incentive Payments for all Settling States . In Payment Year 11, the Settling States can collectively qualify to receive the Total Unearned In centive Payments, up to a maximum of 2% of the State Remediation Payment ($ 24,000,000) (the “Potential Earn-Back Amount”), if there has been no lawsuit for Covered Conduct against a Released Entity by a Non-Eligible State or Subdivision in a Non- Eligible State that survived more than six (6) months after denial in whole or in part of a Threshold Motion. If, at any point prior to Payment Year 11, any lawsuit for Covered Conduct against a Released Entity by a Non-Eligible State or Subdivision in a Non- Eligible State survives more than (6) months 158
27 after denial in whole or in part of a Threshold Motion, no Settling State is eligible for any portion of the Potential Earn- Back Amount. If no lawsuit for Covered Conduct against a Released Entity by a Non -Eligible State or Subdivision in a Non -Eligible State survives more than six (6) months after denial in whole or in part of a Threshold Motion, then the Settling States will receive the Potential Earn-Back Amount in accordance with the Overall Allocation Percentages in Exhibit F.
I. In no event shall any Settling State receive Base Payments and Incentive Payments A, BC, and D totaling more than one hundred percent (100%) of its respective Overall Allocation Percentage specified in Exhibit F times the State Remediation Payment . However, if the requirements in Section IV.H.7 are met by the Settling States , a Settling State may receive Base Payments and Incentive Payments totaling more than one hundred percent (100%) of its respective Overall Allocation Percentage specified in Exhibit F times the State Remediation Payment.
V. Allocation and Use of Settlement Payments
A. Components of Settlement Fund. The Settlement Fund shall be funded by the Annual Remediation Payments and comprised of a Remediation Accounts Fund, a State Fund, and a Subdivision Fund for each Settling State . The payments made unde r Section IV int o the Settlement Fund shall be initially allocated among those three (3) sub -funds and distributed and used as provided below. Payments placed into the Settlement Fund do not revert back to Kroger.
B. Use of Settlement Payments.
1. It is the intent of the Parties that the payments disbursed from the Settlement Fund to Settling States and Participating Subdivisions be for Opioid Remediation, subject to exceptions that must be documented in accordance with Section V.B.2. In no event may less than ninety-five (95%) of Kroger’s maximum amount of payments pursuant to Section IV as set forth on Exhibit M-2 over the entirety of all Payments Years (but not any single Payment Year) be spent on Opioid Remediation.
2. While disfavored by the Parties, a Settling State or a Participating Subdivision set forth on Exhibit G may use monies from the Settlement Fund (that have not been restricted by this Agreement solely to future Opioid Remediation) for purposes that do not qualify as Opioid Remediation. If, at any time, a Settling State or a Participating Subdivision set forth on Exhibit G uses any monies from the Settlement Fund for a purpose that does not qualify as Opioid Remediation, such Settling State or Participating Subdivision set forth on Exhibit G shall identify such amounts and report to the Settlement Fund Administrator and Kroger how such funds were used, including if used to pay attorneys' fees, investigation costs, litigation costs, or costs related to the operation and enforcement of this Agreement, respectively. It is the intent of the Parties that the reporting under this Section V.B.2 shall be available to the public. For the avoidance of doubt, (a) any amounts not identified under this Section V.B.2 as used to pay attorneys' fees, investigation costs, or litigation costs shall be included in the Compensatory Restitution Amount for purposes of Section V.F and (b) Participating Subdivisions not listed on Exhibit G may only use monies from the Settlement Fund for purposes that qualify as Opioid Remediation. 159
28 C. Allocation of Settlement Fund. The allocation of the Settlement Fund allows for different approaches to be taken in different states, such as through a State-Subdivision Agreement.
Given the uniqueness of Settling States and their Subdivisions, Settling States and their Subdivisions are encouraged to enter into State -Subdivision Agreements in order to direct the allocation of their portion of the Settlement Fund. As set out below, the Settlement Fund Administrator will make an initial allocation to three (3) state -level sub-funds. The Settlement Fund Administrator will then, for each Settling State and its Participating Subdivisions, apply the terms of this Agreement and any relevant State-Subdivision Agreement, Statutory Trust, Allocation Statute, or voluntary redistribution of funds as set out below before disbursing the funds.
1. Base Payments. The Settlement Fund Administrator will allocate Base Payments under Section IV.G among the Settling States pursuant to Section IV.G.2. Base payments for each Settling State will then be allocated fifteen percent (15%) to its State Fund, seventy percent (70%) to its Remediation Accounts Fund, and fifteen percent (15%) to its Subdivision Fund. Amounts may be reallocated and will be distributed as provided in Section V.D.
2. Incentive Payments. The Settlement Fund Administrator will treat Incentive Payments under Section IV.H on a s tate-specific basis. Incentive P ayments for which a Settling State is eligible under Section IV. H will be allocated fifteen percent (15%) to its State Fund, seventy percent (70%) to its Remediation Accounts Fund, and fifteen percent (15%) to its Subdivision Fund. Amounts may be reallocated and will be distributed as provided in Section V.D.
3. Application of Adjustments. If an offset or reduction under Section XII applies with respect to a Settling State, the offset or reduction shall be applied proportionally to all amounts that would otherwise be apportioned and distributed to the State Fund, the Remediation Accounts Fund, and the Subdivision Fund for that Settling State.
4. Settlement Fund Administrator. Prior to the Effective Date, Kroger and the Enforcement Committee will agree to a detailed mechanism consistent with the foregoing for the Settlement Fund Administrator to follow in allocating, apportioning, and distributing payments, which shall then be appended hereto as Exhibit L.
5. Settlement Fund Administrator Costs. Any costs and fees associated with or arising out of the duties of the Settlement Fund Administrator as described in Exhibit L shall be paid from the interest accrued in the Settlement Fund Escrow and the Settlement Fund; provided, however, that if such accrued interest is insufficient to pay the entirety of any such costs and fees, Kroger shall pay fifty percent (50%) of the additional amount and fifty percent (50%) shall be paid out of the Settlement Fund.
D. Settlement Fund Reallocation and Distribution. As set forth below, within a particular Settling State's account, amounts contained in the Settlement Fund sub- funds may be reallocated and distributed per a State- Subdivision Agreement or other means. If the apportionment of amounts is not addressed and controlled under Section V.D.1 and Section V.D.2, then the default provisions of Section V.D.4 apply. It is not necessary that a State- Subdivision Agreement or other means of allocating funds pursuant to Section V.D.1 and Section V.D.2 160
29 address all of the Settlement Fund sub- funds. For example, a Statutory Trust might only address disbursements from a Settling State’s Remediation Accounts Fund.
1. Distribution by State -Subdivision Agreement. If a Settling State has a State - Subdivision Agreement, amounts apportioned to that Settling State’s State Fund, Remediation Accounts Fund, and Subdivision Fund under Section V.C shall be reallocated and distributed as provided by that agreement. Any State-Subdivision Agreement entered into after the Preliminary Agreement Date shall be applied only if it requires: (a) that all amounts be used for Opioid Remediation, except as allowed by Section V.B.2, and (b) tha t at least seventy percent (70%) of amounts be used solely for future Opioid Remediation.
7 For a State-Subdivision Agreement to be
applied to the relevant portion of an Annual Payment, notice must be provided to Kroger and the Settlement Fund Administrator at least sixty (60) calendar days prior to the Payment Date.
2. Distribution by Allocation Statute. If a Settling State has an Allocation Statute and/or a Statutory Trust that addresses allocation or distribution of amounts apportioned to such Settling State’s State Fund, Remediation Accounts Fund, and/or Subdivision Fund and that, to the extent any or all such sub- funds are addressed, requires ( 1) all amounts to be used for Opioid Remediation, except as allowed by Section V.B.2 , and (2) at least seventy percent (70%) of all amounts to be used solely for future Opioid Remediation then, to the extent allocation or distribution is addressed, the amounts apportioned to that Settling State’s State Fund, Remediation Accounts Fund, and Subdivision Fund under Section V.C shall be allocated and distributed as addressed and provided by the applicable Allocation Statute or Statutory Trust. For the avoidance of doubt, an Allocation Statute or Statutory Trust need not address all three (3) sub- funds that comprise the Settlement Fund, and if the applicable Allocation Statute or Statutory Trust does not address distribution of all or some of these three (3) sub- funds, the applicable Allocation Statute or Statutory Trust does not replace the default provisions described in Section V of any such unaddressed fund. For example, if an Allocation Statute or Statutory Trust that meets the requirements of this Section V.D.2 only addresses funds restricted to remediation, then the default provisions of this Agreement concerning allocation among the three (3) sub-funds comprising the Settlement Fund and the distribution of the State Fund and Subdivision Fund for that Settling State would still apply, while the distribution of the applicable State ’s Remediation Accounts Fund would be governed by the qualifying Allocation Statute or Statutory Trust.
3. Voluntary Redistribution. A Settling State may choose to reallocate all or a portion of its State Fund to its Remediation Accounts Fund. A Participating Subdivision included on Exhibit G may choose to reallocate all or a portion of its allocation from the Subdivision Fund to the Settling State’s Remediation Accounts Fund or to a nother Participating Subdivision. The Settlement Fund Administrator is not required to honor a voluntary redistribution for which notice is provided to it less than sixty (60) calendar days prior to the applicable Payment Date.
4. Distribution in the Absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust. If Section V.D.1 and Section V.D.2 do not apply, amounts apportioned to that
7 Future Opioid Remediation includes amounts paid to satisfy any future demand by another governmental entity to make a required reimbursement in connection with the past care and treatment of a person related to the Alleged Harms
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30 Settling State’s State Fund, Remediation Accounts Fund, and Subdivision Fund under Section V.C shall be distributed as follows:
a. Amounts apportioned to that Settling State’s State Fund shall be distributed to that Settling State.
b. Amounts apportioned to that Settling State’s Remediation Accounts Fund shall be distributed consistent with Section V.E . Each Settling State shall submit to the Settlement Fund Administrator a designation of a lead state agency or other entity to serve as the single point of contact for that Settling State’s funding requests from the Remediation Accounts Fund and other communications with the Settlement Fund Administrator. The designation of an individual entity is for administrative purposes only and such designation shall not limit funding to such entity or even require that such entity receive funds fr om this Agreement. The designated entity shall be the only entity authorized to request funds from the Settlement Fund Administrator to be disbursed from that Settling State’s Remediation Accounts Fund. If a Settling State has established a Statutory Trust then that Settling State’s single point of contact may direct the Settlement Fund Administrator to release the Settling State’s Remediation Accounts Fund to the Statutory Trust.
c. Amounts apportioned to that Settling State’s Subdivision Fund shall be distributed to Participating Subdivisions in that Settling State included on Exhibit G per the Subdivision Allocation Percentage listed in Exhibit G. Section VII.I shall govern amounts that would otherwise be distributed to Non-Participating Subdivisions listed in Exhibit G. For the avoidance of doubt and notwithstanding any other provision in this Agreement, no Non- Participating Subdivision will directly receive any amount from the Settlement Fund, regardless of whether such Subdivision is included on Exhibit G.
d. Special Districts shall not be allocated funds from the Subdivision Fund, except through a voluntary redistribution allowed by Section V.D.3 to Special Districts that are Participating Subdivisions . A Settling State may allocate funds from its State Fund or Remediation Accounts Fund for Special Districts that are Participating Subdivisions.
5. Restrictions on Distribution. No amounts may be distributed from the Subdivision Fund contrary to Section VII, i.e., no amounts may be distributed directly to Non- Participating Subdivisions or to Later Participating Subdivisions to the extent such a distribution would violate Section VII.E through Section VII.H. Amounts allocated to the Subdivision Fund that cannot be distributed by virtue of the preceding sentence shall be distributed into the sub- account in the Remediation Accounts Fund for the Settling State in which the Subdivision is located, unless those payments are redirected elsewhere by a State-Subdivision Agreement described in Section V.D.1 or by an Allocation Statute or a Statutory Trust described in Section V.D.2.
E. Provisions Regarding the Remediation Accounts Fund.
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31 1. State-Subdivision Agreement , Allocation Statute , and Statutory Trust Fund Provisions. A State-Subdivision Agreement, Allocation Statute, or Statutory Trust may govern the operation and use of amounts in that Settling State’s Remediation Accounts Fund so long as it complies with the requirements of Section V.D.1 or Section V.D.2, as applicable, and all direct payments to Subdivisions comply with Section VII.E through Section VII.H.
2. Absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust.
In the absence of a State- Subdivision Agreement, Allocation Statute, or Statutory Trust that addresses distribution, the Remediation Accounts Fund will be used solely for future Opioid Remediation and the following shall apply with respect to a Settling State:
a. Regional Remediation.
(i) At least fifty percent (50%) of distributions for remediation from a Settling State’s Remediation Accounts Fund shall be annually allocated and tracked to the regional level. A Settling State may allow the Advisory Committee established pursuant to Section V.E.2.d to define its regions and assign regional allocations percentages. Otherwise, the Settling State shall (A) define its initial regions, which shall consist of one (1) or more General Purpose Subdivisions and which shall be designated by the state agency with primary responsibility for substance abuse disorder services employing, to the maximum extent practical, existing regions established in that Settling State for opioid abuse treatment or other public health purposes; (B) assign initial regional allocation percentages to t he regions based on the Subdivision Allocation Percentages in Exhibit G and an assumption that all Subdivisions included on Exhibit G will become Participating Subdivisions.
(ii) This minimum regional expenditure percentage is calculated on the Settling State’s initial Remediation Accounts Fund allocation and does not include any additional amounts a Settling State has directed to its Remediation Accounts Fund from its State Fund, or any other amounts directed to the fund. A Settling State may dedicate more than fifty percent (50%) of its Remediation Accounts Fund to the regional expenditure and may annually adjust the percentage of its Remediation Accounts Fund dedicated to regional expenditures as long as the percentage remains above the minimum amount.
(iii) The Settling State (A) has the authority to adjust the definition of the regions, and (B) may annually revise the percentages allocated to each region to reflect the number of General Purpose Subdivisions in each region that are Non-Participating Subdivisions. b. Subdivision Block Grants. Certain Subdivisions shall be eligible to receive regional allocation funds in the form of a block grant for future Opioid Remediation. A Participating Subdivision eligible for block grants is a county or parish (or in the case of Settling States that do not have counties or parishes that 163
32 function as political subdivisions, a city) that (1) does not contain a Litigating Subdivision or a Later Litigating Subdivision for which it has the authority to end the litigation through a release, bar or other action, (2) either (i) has a population of 400,000 or more or (ii) in the case of California has a population of 750,000 or more and (3) has funded or otherwise managed an established health care or treatment infrastructure (e.g., health department or similar agency). Each Subdivision eligible to receive block grants shall be assigned its own region. c. Small Settling States. Notwithstanding the provisions of Section V.E.2.a, Settling States with populations under four (4) million that do not have existing regions described in Section V.E.2.a shall not be required to establish regions. However, such a Settling State that contains one (1) or more Subdivisions eligible for block grants under Section V.E.2.b shall be divided regionally so that each block-grant eligible Subdivision is a region and the remainder of the state is a region.
d. Advisory Committee. The Settling State shall designate an Opioid Settlement Remediation Advisory Committee (the “ Advisory Committee ”) to provide input and recommendations regarding remediation spending from that Settling State’s Remediation Accounts Fund. A Settling State may elect to use an existing advisory committee or similar entity (created outside of a State - Subdivision Agreement or Allocation Statute); provided, however, the Advisory Committee or similar entity shall meet the following requirements:
(i) Written guidelines that establish the formation and composition of the Advisory Committee, terms of service for members, contingency for removal or resignation of members, a schedule of meetings, and any other administrative details;
(ii) Composition that includes at least an equal number of local representatives as state representatives;
(iii) A process for receiving input from Subdivisions and other communities regarding how the opioid crisis is affecting their communities, their remediation needs, and proposals for remediation strategies and responses; and
(iv) A process by which Advisory Committee recommendations for expenditures for Opioid Remediation will be made to and considered by the appropriate state agencies.
3. Remediation Accounts Fund Reporting. The Settlement Fund Administrator shall track and assist in the report of remediation disbursements as agreed to between Kroger and the Enforcement Committee
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33 F. Nature of Payment. Kroger, the Settling States, and the Participating Subdivisions each acknowledge and agree that notwithstanding anything to the contrary in this Agreement, including, but not limited to, the scope of the Released Claims:
1. They have entered into this Agreement to avoid the delay, expense, inconvenience, and uncertainty of further litigation;
2. (a) The Settling States and Participating Subdivisions sought compensatory restitution and remediation for alleged damage or harm caused by the potential violation of a law (within the meaning of 26 U.S.C. § 162(f)(2)(A) and 26 C.F.R. § 1.162-21(e)(4)(i) as damages for the Alleged Harms allegedly suffered by the Settling States and Participating Subdivisions; (b) the Compensatory Restitution Amount is less than or equal to the amount, in the aggregate, of the Alleged Harms allegedly suffered by the Settling States and Participating Subdivisions; and (c) the portion of the Compensatory Restitution Amount received by each Settling State or Participating Subdivision is less than or equal to the amount of the Alleged Harms allegedly suffered by such Settling State or Participating Subdivision;
3. The payment of the Compensatory Restitution Amount by Kroger constitutes, and is paid for, compensatory restitution and remediation for alleged damage or harm caused by the potential violation of a law (within the meaning of 26 U.S.C. § 162(f)(2)(A) and 26 C.F.R. § 1.162- 21(e)(4)(i) in order to restore, in whole or in part, the Settling States, Participating Subdivisions, and persons to the same position or condition that they would be in had the Settling States, Participating Subdivisions, and persons not suffered the Alleged Harms, and constitutes compensatory restitution and remediation for alleged damage or harm allegedly caused by the potential violation of a law; and
4. For the avoidance of doubt: (a) the entire Compensatory Restitution Amount is properly characterized as described in Section V.F , (b) n o portion of the Compensatory Restitution Amount represents reimbursement to any Settling State or Participating Subdivision or other person or entity for the fees or costs of any investigation or litigation, including without limitation attorneys’ fees, (c) no portion of the Global Settlement Amount constitutes the disgorgement of any allegedly ill -gotten gains, and ( d) no portion of the Global Settlement Amount is paid for, is in place of, or is properly characterized as the payment of any fine, penalty, punitive damages, or other punitive assessments.
VI. Enforcement
A. Enforceability. This Agreement is enforceable only by the Settling States and Kroger; provided, however, that Released Entities may enforce Section X and Participating Subdivisions listed on Exhibit G have the enforcement rights described later in this paragraph and in Section VI.D. Except to the extent allowed by the Injunctive Relief Terms, Settling States and Participating Subdivisions shall not have enforcement rights against Kroger with respect to either the terms of this Agreement that apply only to or in other Settling States or any Consent Judgment entered into by another Settling State. Participating Subdivisions shall not have enforcement rights against Kroger with respect to this Agreement or any Consent Judgment except that Participating Subdivisions listed on Exhibit G shall have enforcement rights as set forth herein as to payments 165
34 that would be allocated to the Participating Subdivisions or the Remediation Accounts Fund in such Settling State ; provided, however, that each Settling State shall allow Participating Subdivisions in such Settling State to notify it of any perceived violations of this Agreement or the applicable Consent Judgment.
B. Jurisdiction. Kroger consents to the jurisdiction of the court in which each Settling State files its Consent Judgment, limited to resolution of disputes identified in Section VI.F.1 for resolution in that court.
C. Specific Terms Dispute Resolution.
1. Any dispute that is addressed by the provisions set forth in the Injunctive Relief Terms shall be resolved as provided therein.
2. In the event that Kroger believes that the ninety-five percent ( 95%) threshold established in Section V.B.1 is not being satisfied, any Party may request that Kroger and the Enforcement Committee meet and confer regarding the use of funds to implement Section V.B.1.
The completion of such meet-and-confer process is a precondition to further action regarding any such dispute. Further action concerning Section V.B.1 shall: (i) be limited to Kroger seeking to reduce its Annual Remediation Payments by no more t han five percent (5%) of the difference between the actual amount of Opioid Remediation and the ninety -five percent (95%) threshold established in Section V.B.1; (ii) only reduce Annual Remediation Payments to those Settling States and their Participating Subdivision(s) that are below the ninety-five percent ( 95%) threshold established in Section V.B.1; and (iii) not reduce Annual Remediation Payments restricted to future Opioid Remediation.
D. State-Subdivision Enforcement.
1. A Subdivision shall not have enforcement rights against a Settling State in which it is located with respect to this Agreement or any Consent Judgment except that a Part icipating Subdivision listed on Exhibit G shall have enforcement rights (a) as provided for in a State - Subdivision Agreement, Allocation Statute, or Statutory Trust with respect to intrastate allocation or (b) in the absence of a State -Subdivision Agreement, Allocation Statute, or Statutory Trust, to allegations that (i) the Settling State’s use of Remediation Accounts Fund monies were not used for uses similar to or in the nature of those uses contained in Exhibit E; or (ii) a Settling State failed to pay funds directly from the Remediation Accounts Fund to a Participating Subdivision eligible to receive a block grant pursuant to Section V.E.2.b.
2. A Settling State shall have enforcement rights against a Participating Subdivision located in its territory (a) as provided for in a State-Subdivision Agreement, Allocation Statute, or Statutory Trust; or (b) in the absence of a State -Subdivision Agreement, Allocati on Statute, or Statutory Trust, to allegations that the Participating Subdivisions ’ uses of Remediation Accounts Fund monies were not used for purposes similar to or in the nature of those uses contained in Exhibit E.
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35 3. As between the Settling States and Participating Subdivisions, the above rights are contractual in nature and nothing herein is intended to limit, restrict, change or alter any other existing rights under law.
E. Subdivision Kroger Payment Enforcement. A Participating Subdivisi on listed on Exhibit G shall have the same right as a Settling State to seek resolution regarding the failure by Kroger to make its Annual Remediation Payment in a Payment Year.
F. Other Terms Regarding Dispute Resolution.
1. Except to the extent provided by Section VI.C or Section VI.F.2, all disputes shall be resolved in either the court that entered the relevant Consent Judgment or, if no such Consent Judgment was entered, a state or territorial court with jurisdiction located wherever the seat of the relevant state government is located.
a. State court proceedings shall be governed by the rules and procedures of the relevant forum.
b. For the avoidance of doubt, disputes to be resolved in state court include, but are not limited to, the following:
(i) disputes concerning whether expenditures qualify as Opioid Remediation;
(ii) disputes between a Settling State and its Participating Subdivisions as provided by Section VI.D, except to the extent the State - Subdivision Agreement provides for other dispute resolution mechanisms.
For the avoidance of doubt, disputes between a Settling State and any Participating Subdivision shall not be considered National Disputes; (iii) whether this Agreement and relevant Consent Judgment are binding under state law;
(iv) the extent of the Attorney General’s or other participating entity’s authority under state law, including the extent of the authority to release claims; and
(v) whether the definition of a Bar, a Case- Specific Resolution, Final Order, lead state agency as described in Section V.D.4.b , Later Litigating Subdivision, Litigating Subdivision, or Threshold Motion have been met; and
(vi) all other disputes not specifically identified in Section VI.C or Section VI.F.2.
c. Any Party may request that the National Arbitration Panel provide an interpretation of any provision of the settlement that is relevant to the state court determination, and the National Arbitration Panel shall make reasonable best 167
36 efforts to supply such interpretation within the earlier of thirty (30) calendar days or the time period required by the state court proceedings. Any Party may submit that interpretation to the state court to the extent permitted by, and for such weight provided by, the state court’s rules and procedures. If requested by a Party, the National Arbitration Panel shall request that its interpretation be accepted in the form of an amicus curiae brief, and any attorneys’ fees and costs for preparing any such filing shall be paid for by the requesting Party.
2. National Disputes involving a Settling State, a Participating Subdivision that has enforcement rights pursuant to Section VI.A , and/or Kroger shall be resolved by the National Arbitration Panel.
a. National Disputes are disputes that are not addressed by Section VI.C, and which are exceptions to Section VI.F.1’s presumption of resolution in state courts because they involve issues of interpretation of terms contained in this Agreement applicable to all Settling States without reference to a particular state’s law. Disputes between a Settling State and any Participating Subdivision shall not be considered National Disputes. National Disputes are limited to the following:
(i) the amount of offset and/or credit attributable to Non- Settling States;
(ii) issues involving the scope and definition of Product; (iii) interpretation and application of the terms “Covered Conduct,” “Released Entities,” and “Released Claims”;
(iv) the failure by Kroger to pay the Annual Remediation Payment or the Additional Restitution Amount in a Payment Year, but for the avoidance of doubt, disputes between Kroger and a Settling State over the amounts owed only to that state that do not affect any other Settling State shall not be considered National Disputes;
(v) the interpretation and application of any most -favored- nation provision in Section XIII.D;
(vi) questions regarding the performance and/or removal of the Settlement Fund Administrator;
(vii) disputes involving liability of successor entities; (viii) disputes that require a determination of the sufficiency of participation in order to qualify for Incentive Payments A, BC or D; (ix) disputes involving a Releasor’s compliance with, and the appropriate remedy under, Section X.B.4.c;
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37 (x) disputes requiring the interpretation of Agreement terms that are national in scope or impact, which shall mean disputes requiring the interpretation of Agreement terms that (i) concretely affect four (4) or more Settling States; and (ii) do not turn on unique definitions and interpretations under state law; and
(xi) any dispute subject to resolution under Section VI.F.1 but for which all parties to the dispute agree to arbitration before the National Arbitration Panel under the provisions of this Section VI.F.2. b. The National Arbitration Panel shall be comprised of three (3) arbitrators. One (1) arbitrator shall be chosen by Kroger, one (1) arbitrator shall be chosen by the Enforcement Committee with due input from Participating Subdivisions listed on Exhibit G , and the third arbitrator shall be agreed upon by the first two (2) arbitrators. The membership of the National Arbitration Panel is intended to remain constant throughout the term of this Agreement, but in the event that replacements are required, the retiring arbitrator shall be replaced by the party that selected him/her.
c. The National Arbitration Panel shall make reasonable best efforts to decide all matters within one hundred eighty (180) calendar days of filing, and in no event shall it take longer than one (1) year.
d. The National Arbitration Panel shall conduct all proceedings in a reasonably streamlined process consistent with an opportunity for the parties to be heard. Issues shall be resolved without the need for live witnesses where feasible and with a presumption in favor of remote participation to minimize the burdens on the parties.
e. To the extent allowed under state law, a Settling State, a Participating Subdivision that has enforcement rights pursuant to Section VI.A, and (at any party’s request) the National Arbitration Panel may certify to an appropriate state court any question of state law. The National Arbitration Panel shall be bound by a final state court determination of such a certified question. The time period for the arbitration shall be tolled during the course of the certification process. f. The arbitrators will give due deference to any authoritative interpretation of state law, including any declaratory judgment or similar relief obtained by a Settling State, a Participating Subdivision that has enforcement rights pursuant to Section VI.A, or Kroger on a state law issue. g. The decisions of the National Arbitration Panel shall be binding on Settling States, Participating Subdivisions, Kroger , and the Settlement Fund Administrator. In any proceeding before the National Arbitration Panel involving a dispute between a Settling State and Kroger whose resolution could prejudice the rights of a Participating Subdivision(s) in that Settling State, such Participating Subdivision(s) shall be allowed to file a statement of view in the proceeding. 169
38 h. Nothing herein shall be construed so as to limit or otherwise restrict a Settling State from seeking injunctive or other equitable relief in state court to protect the health, safety, or welfare of its citizens. i. Each party shall bear its own costs in any arbitration or court proceeding arising under this Section VI . The costs for the arbitrators on the National Arbitration Panel shall be divided and paid equally by the disputing sides for each individual dispute, e.g., a dispute between Kroger and Settling States/Participating Subdivisions shall be split fifty percent (50%) by Kroger and fifty percent (50%) by the Settling States/Participating Subdivisions that are parties to the dispute; a dispute between a Settling State and a Participating Subdivision shall be split fifty percent (50%) by the Settling State that is party to the dispute and fifty percent (50%) by any Participating Subdivisions that are parties to the dispute.
3. Prior to initiating an action to enforce pursuant to this Section VI.F, the complaining party must:
a. Provide written notice to the Enforcement Committee and/or Kroger of its complaint, including the provision of the Consent Judgment and/or Agreement that the practice appears to violate, as well as the basis for its interpretation of the disputed provision. The Enforcement Committee shall establish a reasonable process and timeline for obtaining additional information from the involved parties; provided, however, that the date the Enforcement Committee establishes for obtaining additional information from the parties shall not be more than forty- five (45) calendar days f ollowing the notice. The Enforcement Committee may advise the involved parties of its views on the complaint and/or seek to resolve the complaint informally. b. Wait to commence any enforcement action until thirty (30) calendar days after the date that the Enforcement Committee establishes for obtaining additional information from the involved parties.
4. If the parties to a dispute cannot agree on the proper forum for resolution of the dispute under the provisions of Section VI.F.1 or Section VI.F.2, a committee comprising the Enforcement Committee and sufficient representatives of Kroger such that the members of the Enforcement Committee have a majority of one (1) member will determine the forum where the dispute will be initiated within twenty -eight (28) calendar days of receiving notification of the dispute relating to the proper forum. The forum identif ied by such committee shall be the sole forum for litigating the issue of which forum will hear the substantive dispute, and the committee’s identification of such forum in the first instance shall not be entitled to deference by the forum selected.
G. To the extent allowed by applicable law, this Settlement Agreement shall not be deemed to create a lien or encumbrance against any real property owned by Kroger or its affiliates, unless in the event of a default or breach of the payment provisions by Kroger. Nothing in this 170
39 Section shall be construed to limit any remedy of any Settling State or Participating Subdivision in the event of a default or breach of this Agreement by Kroger.
H. No Effect. Nothing in this Agreement shall be interpreted to limit the Settling States’ Civil Investigative Demand (“CID”) or investigative subpoena authority, to the extent such authority exists under applicable state law and the CID or investigative subpoena is issued pursuant to such authority, and Kroger reserve all of its rights in connection with a CID or investigative subpoena issued pursuant to such authority.
VII. Participation by Subdivisions
A. Notice. No later than fifteen (15) calendar days after the Preliminary Agreement Date, the Implementation Administrator shall send individual written notice (which may be delivered via e -mail or other electronic means and may be combined with distribution of the Subdivision Settlement Participation Form) of the opportunity to participate in this Agreement and the requirements of participation to all Subdivisions in the Settling States that are (1) Litigating Subdivisions or (2) Non -Litigating Subdivisions l isted on Exhibit G. To the extent a Special District is entitled to an allocation for a direct payment through its inclusion in Exhibit G pursuant to a State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution, the Implementation Administra tor, with the cooperation of the Settling States shall also send individual written notice (which may be delivered via e -mail or other electronic means) of the opportunity to participate in this Agreement and the requirements of participation to such Special Districts. Unless otherwise agreed by the Parties, the version of Exhibit G used for notice shall be the one in place as of the Preliminary Agreement Date. Notice (which may be delivered via e-mail or other electronic means) shall also be provided simultaneously to counsel of record for Litigating Subdivisions and known counsel for Non -Litigating Subdivisions and Special Districts listed on Exhibit G. Up to $1,500,000 of the costs of the Implementation Administrator shall be paid for by Kroger. The Settling States, with the cooperation of Kroger , may also provide general notice reasonably calculated to alert Non-Litigating Subdivisions in the Settling States to this Agreement, the opportunity to participate in it, and the requirements for participation. Such notice may include publication and other standard forms of notification, as well as notice to state and county organizations such as the National Association of Counties and the National League of Cities. The notice will include that the deadline for becoming an Initial Participating Subdivision is the Initial Participation Date. Nothing contained herein shall preclude a Settling State from providing further notice to or otherwise contacting any of its Subdivisions about becoming a Participating Subdivision, including beginning any of the activities described in this paragraph prior to the Preliminary Agreement Date.
B. Requirements for Becoming a Participating Subdivision— Non-Litigating Subdivisions. A Non-Litigating Subdivision in a Settling State may become a Participating Subdivision by returning an executed Subdivision Settlement Participation Form to the Implementation Administrator or Settlement Fund Administrator (which may be executed and returned by electronic means established by the Implementation Administrator or Settlement Fund Administrator) specifying (1) that the Subdivision agrees to the terms of this Agreement pertaining to Subdivisions, (2) that the Subdivision releases all Released Claims against all Released Entities, (3) that the Subdivision agrees to use monies it receives, if any, from the Settlement Fund pursuant to the applicable requirements of Section V; provided, however, that Non-Litigating Subdivisions 171
40 may only use monies originating from the Settlement Fund for purposes that qualify as Opioid Remediation, and (4) that the Subdivision submits to the jurisdiction of the court where the applicable Consent Judgment is filed for purposes limited to that court's role under this Agreement.
The required Subdivision Settlement Participation Form is attached as Exhibit K.
C. Requirements for Becoming a Participating Subdivision— Litigating Subdivisions/Later Litigating Subdivisions. A Litigating Subdivision or Lat er Litigating Subdivision in a Settling State may become a Participating Subdivision by returning an executed Subdivision Settlement Participation Form to the Implementation Administrator or Settlement Fund Administrator (which may be executed and returned by electronic means established by the Implementation Administrator or Settlement Fund Administrator) and upon prompt dismissal with prejudice of its lawsuit following the Reference Date or the date on which the conditions for effectiveness in Section VIII. B have been met, whichever is later . A Settling State may require each Litigating Subdivision in that Settling State to specify on the Subdivision Settlement Participation Form whether its counsel has waived any contingency fee contract with that Participating Subdivision and whether, if eligible, it intends to seek fees pursuant to Exhibit R.
The Settlement Fund Administrator shall provide quarterly reports of this information to the parties organized by Settling State . A Litigating Subdivision or Later Litigating Subdivision may not become a Participat ing Subdivision after the completion of opening statements in a trial of the lawsuit it brought that includes a Released Claim against a Released Entity.
D. Initial Participating Subdivisions. A Subdivision qualifies as an Initial Participating Subdivision if it meets the applicable requirements for becoming a Participating Subdivision set forth in Section VII.B or Section VII.C by the Initial Participation Date. All Subdivision Settlement Participation Forms shall be held in escrow by the Implementation Administrator until the Reference Date. If, for any reason, the Agreement does not become effective, all obligations created by such forms and releases in them shall be void ab initio and/ all Subdivision Participation Agreements shall be returned to Counsel for Litigating Subdivisions or to the Subdivisions not represented by counsel or destroyed to the extent that such destruction is not prohibited by then existing document preservation obligations.
E. Later Participating Subdivisions. A Subdivision that is not an Initial Participating Subdivision may become a Later Participating Subdivision by meeting the applicable requirements for becoming a Participating Subdivision set forth in Section VII.B or Section VII.C after the Initial Participation Date and by agreeing to be subject to the terms of a State-Subdivision Agreement (if any) or any other structure adopted or applicable pursuant to Section V.D or Section V.E. The following provisions govern what a Later Participating Subdivision can receive (but do not apply to Initial Participating Subdivisions):
1. A Later Participating Subdivision shall not receive any share of any Annual Remediation Payment due before it became a Participating Subdivision.
2. A Later Participating Subdivision that becomes a Participating Subdivision after January 31, 2025, shall receive seventy-five percent (75%) of the share of future B ase Payments or Incentive Payments that it would have received had it become a Later Participating Subdivision prior to that date (unless the Later Participating Subdivision is subject to Section VII.E.3 or Section VII.E.4).
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41 3. A Later Participating Subdivision that, after the Initial Participation Date, maintains a lawsuit for a Released Claim(s) against a Released Entity and has judgment entered against it on every such Claim before it became a Participating Subdivision (other than a consensual dismissal with prejudice) shall receive fifty percent (50%) of the share of future Base Payments or Incentive Payments that it would have received had it become a Later Participating Subdivision prior to such judgment; provided, however, that if the Subdivision appeals the judgment and the judgment is affirmed with finality before the Subdivision becomes a Participating Subdivision, the Subdivision shall not receive any share of any Base Payment or Incentive Payments.
4. A Later Participating Subdivision that becomes a Participating Subdivision while a Bar or Case-Specific Resolution involving a different Subdivision exists in its s tate shall receive twenty-five percent (25%) of the share of future B ase Payments or Incentive Payments that it would have received had it become a Later Participating Subdivision without such Bar or Case - Specific Resolution.
F. No Increase in Payments. Amounts to be received by Later Participating Subdivisions shall not increase the payments due from Kroger.
G. Ineligible Subdivisions. Prior Litigating Subdivisions whose claims have already been resolved , Subdivisions located in Non- Settling States , and Subdivisions not located in Eligible States cannot be Participating Subdivisions.
H. Non-Participating Subdivisions. Non-Participating Subdivisions shall not directly receive any portion of any Annual Remediation Payment, including from the State Fund and direct distributions from the Remediation Accounts Fund; however, a Settling State may choose to fund future Opioid Remediation that indirectly benefits Non-Participating Subdivisions.
I. Unpaid Allocations to Later Participating Subdivisions and Non- Participating Subdivisions. Any Base Payment and Incentive Payments allocated pursuant to Section V.D to a Later Participating Subdivision or Non- Participating Subdivision that cannot be paid pursuant to this Section VII, including the amounts that remain unpaid after the reductions required by Section VII.E.2 through Section VII.E.4, will be allocated to the Remediation Accounts Fund for the Settling State in which the Subdivision is located, unless those payments are redirected elsewhere by a State-Subdivision Agreement or by a Statutory Trust.
VIII. Condition to Effectiveness of Agreement and Filing of Consent Judgment A. Determination to Proceed with Settlement — Settling States. Following the Initial Subdivision Participation Date, the Settling States on the Enforcement Committee shall determine whether to proceed with the Agreement. No later than fifteen (15) calendar days prior to the Reference Date, the Settling States shall provide notice to Kroger and the Enforcement Committee of their decision. If the Settling States elect not to proceed, this Agreement will have no further effect, and all releases ( including those contained in Subdivision Participation Agreements) and other commitments or obligations contained herein or in Subdivision Settlement Participation Forms will be void. Within seven (7) calendar days of informing Kroger that there is sufficient participation to proceed, the Settling States will deliver all signatures and releases required by the Agreement to be provided by the Settling States to Kroger. 173
42 B. Determination to Proceed with Settlement— Kroger. If the Settling States elect to proceed, Kroger will then determine on or before the Reference Date whether there is sufficient Eligible State participation, sufficient Subdivision participation, and sufficient resolution of the Claims of the Litigating Subdivisions in the Settling States (through participation under Section VII, Case-Specific Resolution(s) and Bar(s)) to proceed with this Agreement. The determination shall be in the sole discretion of Kroger and may be based on any criteria or factors deemed relevant by Kroger.
C. Notice by Kroger. On or before the Reference Date, Kroger shall inform the Settling States of its determination pursuant to Section VIII.B. If Kroger determines to proceed, the Parties will proceed to file the Consent Judgments and the obligations in the Subdivision Settlement Participation Forms will be effective and binding as of the Reference Date. If Kroger determines not to proceed, this Agreement will have no further effect, any amounts deposited for Payment Year 1, including funds referenced i n Section IV.D.1 and Exhibit M, shall revert to Kroger, and all releases (including those contained in Subdivision Settlement Participation Forms) and other commitments or obligations contained herein or in Subdivision Settlement Participation Forms will be void.
IX. Settling State and Participating Subdivision Attorneys’ Fees and Costs and Additional Remediation Amount
A. The Agreement on Subdivision Attorneys’ Fees, Expenses and Costs is set forth in Exhibit R and incorporated herein by reference. Agreed terms concerning the State Outside Counsel Fee Fund and the State Cost Fund are set forth in Exhibit S and Exhibit T , respectively, and are incorporated herein by reference.
B. Additional Remediation Amount.
1. Subject to and without exceeding the maximum payment amounts set forth in the “Additional Remediation Amount ” column of Exhibit M -3 and subject to the reduction specified in Section IX.B.2, Kroger shall pay an Additional Remediation Amount to the Settling States listed in Exhibit N. Such funds shall be paid, on the schedule set forth in Exhibit M-3, as allocated by the Settlement Fund Administrator pursuant to Exhibit N.
2. Reduction of Additional Remediation Amount . The amounts owed by Kroger pursuant to this Section IX.B shall be reduced by the allocations set forth on Exhibit N for Non-Settling States.
3. For the avoidance of doubt, (1) a Settling State that retained outside counsel in connection with the investigation of Kroger that receives an Additional Remediation Amount because the Settling State was not otherwise eligible to receive funds from the State Outside Counsel Fee Fund may choose to have the Additional Remediation Amount designated to pay the Settling State’s outside counsel, and may instruct the Settlement Fund Administrator to pay those funds directly to the Settling State ’s outside counsel, and (2) Additional Remediation Amount funds, including funds designated by a Settling State to pay its outside counsel under this paragraph, shall not be subject to allocation as provided in Section V.C through Section V.E.
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43 C. All payments addressed by this Section IX will be made on March 31 for each Payment Year in which they are due pursuant to Exhibit M-3.
X. Release
A. Scope. As of the Effective Date, the Released Entities are hereby released and forever discharged from all of the Releasors’ Released Claims. Each Settling State (for itself and its Releasors) and Participating Subdivisions hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establi sh liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in this Agreement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of each Settling State and its Attorney General to release claims. This Agreement shall be a complete bar to any Released Claim.
B. Claim-Over and Non-Party Settlement.
1. It is the intent of the Parties that:
a. Released Entities should not seek contribution or indemnification (other than pursuant to an insurance contract), from other parties for their payment obligations under this Agreement;
b. the payments made under this Agreement shall be the sole payments made by the Released Entities to the Releasors involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity);
c. Claims by Releasors against non- Parties should not result in additional payments by Released Entities, whether through contribution, indemnification or any other means; and
d. the Agreement meets the requirements of the Uniform Contribution Among Joint Tortfeasors Act and any similar state law or doctrine that reduces or discharges a released party's liability to any other parties.
The provisions of this Section X.B are intended to be implemented consistent with these principles.
This Agreement and the releases and dismissals provided for herein are made in good faith.
2. No Released Entity shall seek to recover for amounts paid under this Agreement based on indemnification, contribution, or any other theory from a manufacturer, pharmacy, hospital, pharmacy benefit manager, health insurer, third-party vendor, trade association, distributor, or health care practitioner; provided that a Released Entity shall be relieved of this prohibition with respect to any entity that asserts a Claim -Over against it. For the avoidance of doubt, nothing herein shall prohibit a Released Entity from recovering amounts owed pursuant to insurance contracts. 175
44 3. To the extent that, on or after the Reference Date, any Releasor enters into a Non- Party Settlement, including in any bankruptcy case or through any plan of reorganization (whether individually or as a class of creditors), the Releasor will include (or in the case of a Non -Party Settlement made in connection with a bankruptcy case, will cause the debtor to include), unless prohibited from doing so under applicable law, in the Non -Party Settlement a prohibition on contribution or indemnity of any kind substa ntially equivalent to that required from Kroger in Section X.B.2, or a release from such Non-Released Entity in favor of the Released Entities (in a form equivalent to the releases contained in this Agreement) of any Claim-Over. The obligation to obtain the prohibition and/or release required by this subsection is a material term of this Agreement.
4. In the event that any Releasor obtains a judgment with respect to Non -Party Covered Conduct against a Non- Released Entity that does not contain a prohibition like that described in Section X.B.3 or any Releasor files a Non -Party Covered Conduct Claim against a Non-Released Entity in bankruptcy or a Releasor is prevented for any reason from obtaining a prohibition/release in a Non- Party Settlement as provid ed in Section X.B.3, and such Non - Released Entity asserts a Claim -Over against a Released Entity, the R eleased Entity shall be relieved of the prohibition in Section X.B.2 with respect to that Non- Released Entity and that Releasor and Kroger shall take the following actions to ensure that the Released Entities do not pay more with respect to Covered Conduct to Releasors or to Non- Released Entities than the amounts owed under this Settlement Agreement by Kroger:
a. Kroger shall notify that Releasor of the Claim-Over within sixty (60) calendar days of the assertion of the Claim-Over or sixty (60) calendar days of the Effective Date of this Settlement Agreement, whichever is later; b. Kroger and that Releasor shall meet and confer concerning the means to hold Released Entities harmless and ensure that they are not required to pay more with respect to Covered Conduct than the amounts owed by Kroger under this Agreement;
c. That Releasor and Kroger shall take steps sufficient and permissible under the law of the s tate of the Releasor to hold Released Entities harmless from the Claim-Over and ensure Released Entities are not required to pay more with respect to Covered Conduct than the amounts owed by Kroger under this Agreement. Such steps may include, where permissible:
(i) Filing of motions to dismiss or such other appropriate motion by Kroger or Released Entities, and supported by Releasors, in response to any claim filed in litigation or arbitration; (ii) Reduction of that Releasors’ Claim and any judgment it has obtained or may obtain against such Non -Released Entity by whatever amount or percentage is necessary to extinguish such Claim -Over under applicable law, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; 176
45 (iii) Placement into escrow of funds paid by the Non- Released Entities such that those funds are available to satisfy the Claim-Over; (iv) Return of monies paid by Kroger to that Releasor under this Settlement Agreement to permit satisfaction of a judgment against or settlement with the Non-Released Entity to satisfy the Claim-Over; (v) Payment of monies to Kroger by that Releasor to ensure they are held harmless from such Claim -Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non- Released Entity;
(vi) Credit to Kroger under this Agreement to reduce the overall amounts to be paid under the Agreement such that they are held harmless from the Claim-Over; and
(vii) Such other actions as that Releasor and Kroger may devise to hold Kroger harmless from the Claim-Over.
d. The actions of that Releasor and Kroger taken pursuant to paragraph (c) must, in combination, ensure Kroger is not required to pay more with respect to Covered Conduct than the amounts owed by Kroger under this Agreement. e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Kroger may seek review by the National Arbitration Panel, provided that, if the parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmless. In the event that the Panel’s actions do not result in Released Entities being held fully harmless, Kroger shall have a claim for breach of this Agreement by Releasors, with the remedy being payment of sufficient funds to hold Kroger harmless from the Claim- Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Kroger may have.
5. To the extent that the Claim- Over is based on a contractual indemnity, the obligations under Section X.B.4 shall extend solely to a Non-Party Covered Conduct Claim against a clinic, hospital or other purchaser, distributor or dispenser of Products, a manufacturer that sold Products, a consultant, and/or a pharmacy benefit manager or other third-party payor. Kroger shall notify the Settling States, to the extent permitted by applicable law, in the event that any of these types of Non-Released Entity asserts a Claim-Over arising out of contractual indemnity against it. 177
46 C. Indemnification and Contribution Prohibited. No Released Entity shall seek to recover for amounts paid under this Agreement based on indemnification, contribution, or any other theory, from a manufacturer, pharmacy, hospital, pharmacy benefit manager, health insurer, third-party vendor, trade association, distributor, or health care practitioner. For the avoidance of doubt, nothing herein shall prohibit a Released Entity from recovering amounts owed pursuant to insurance contracts.
D. General Release. In connection with the releases provided for in this Agreement, each Settling State (for itself and its Releasors) and Participating Subdivision expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any s tate or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads:
General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.
A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Settling State (for itself and its Releasors) and Participating Subdivision hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Settling States’ decision to enter into this Agreement or the Participating Subdivisions’ decision to participate in this Agreement.
E. Assigned Interest Waiver. To the extent that any Settling State has any direct or indirect interest in any rights of a third-party that is a debtor under the Bankruptcy Code as a result of a claim arising out of Covered Conduct by way of assignment or otherwise, including as a result of being the beneficiary of a trust or other distribution entity, to assert claims against Kroger (whether derivatively or otherwise), under any legal or equitable theory, including for indemnification, contribution, or subrogation, the Settling State waives the right to assert any such claim, or to receive a distribution or any benefit on account of such claim and such claim, distribution, or benefit shall be deemed assigned to Kroger.
F. Res Judicata. Nothing in this Agreement shall be deemed to reduce the scope of the res judicata or claim preclusive effect that the settlement memorialized in this Agreement, and/or any Consent Judgment or other judgment entered on this Agreement, gives rise to under applicable law.
G. Representation and Warranty. The signatories hereto on behalf of their respective Settling States expressly represent and warrant that they have (or have obtained, or will obtain no later than the Initial Participation Date) the authority to settle and release, to the maximum extent of the Settling State’s power, all Released Claims of (1) their respective Settling States, (2) all past and present executive departments, state agencies, divisions, boards, commissions and 178
47 instrumentalities with the regulatory authority to enforce state and federal controlled substances acts, and (3) any of the ir respective Settling State’s past and present executive departments, agencies, divisions, boards, commissions , and instrumentalities that have the authority to bring Claims related to Covered Conduct seeking money (including abatement and/or remediation) or revocation or suspension of a pharmaceutical distribution or dispensing license. For the purposes of clause (3) above, executive departments, agencies, divisions, boards, commissions, and instrumentalities are those that are under the executive authority or direct control of the Settling State’s Governor. Also for the purposes of clause (3), a release from a Settling State’s Governor as set forth in Exhibit X is sufficient to demonstrate that the appropriate releases have been obtained.
H. Effectiveness. The releases set forth in this Agreement shall not be impacted in any way by any dispute that exists, has existed, or may later exist between or among the Releasors.
Nor shall such releases be impacted in any way by any current or future law, regulation, ordinance, or court or agency order limiting, seizing, or controlling the distribution or use of the Settlement Fund or any portion thereof, or by the enactment of future laws, or by any seizure of the Settlement Fund or any portion thereof.
I. Cooperation. Releasors (1) will not encourage any person or entity to bring or maintain any Released Claim against any Released Entity and (2) will reasonably cooperate with and not oppose any effort by Kroger to secure the prompt dismissal of any and all Released Claims, including suits brought by non- Releasors based on Released Claims . Releasors will meet and confer and make reasonable efforts to resolve any action that is filed by a Subdivision against Kroger on or after the date the Preliminary Agreemen t Date. This provision shall not require a Settling State to make any monetary payment or adjustment to allocation or incur other obligation.
J. Non-Released Claims. Notwithstanding the foregoing or anything in the definition of Released Claims, this Agreement does not waive, release or limit any criminal liability, workers’ compensation Claims, Claims for liability under tax law, Claims under securities law by a Settling State Releasor as investor, Claims against parties who are not Released Entities, Claims by private individuals, and any claims arising under this Agreement for enforcement of this Agreement.
XI. Later Litigating Subdivisions
A. Released Claims against Released Entities . If a Later Litigating Subdivision in a Settling State maintains a lawsuit for a Released Claim against a Released Entity after the Reference Date, the following shall apply subject to Section XI.B:
1. The Released Entity shall take ordinary and reasonable measures to defend the action, including filing a Threshold Motion with respect to the Released Claim. The Released Entity shall further notify the Settling State and Settlement Fund Administrator immediately upon notice of a Later Litigating Subdivision bringing a lawsuit for a Released Claim and shall not oppose a Settling State’s submission in support of the Threshold Motion. Kroger shall give the relevant Settling State a reasonable opportunity to e xtinguish the Released Claims without any payment or any other obligations being imposed upon any Released Entities (apart from the Global Settlement Amount payable by Kroger under the Agreement or the Injunctive Relief Terms incurred by it). The relevant Settling State and Kroger shall confer and use reasonable efforts to 179
48 promptly resolve the lawsuit so that it is dismissed with prejudice. Nothing in this subsection creates an obligation for a Settling State to make a monetary payment or incur any other obligation to an entity filing a lawsuit.
2. If the lawsuit asserting a Released Claim is resolved with finality on terms requiring payment by the Released Entity, Kroger shall receive a dollar -for-dollar offset against Incentive Payment D for the amount paid. The offset shall be applied against the relevant portion of the Annual Remediation Payments starting in Payment Year 11 and working backwards.
3. For the avoidance of doubt, any offset pursuant to this Section XI in a Settling State that at the time is not eligible for Incentive Payment A shall continue to apply even if the Settling State at issue subsequently becomes eligible for Incentive Payment A.
4. “Terms requiring payment ” shall mean (i) a final monetary judgment or (ii) a settlement; provided that the Released Entity sought the applicable State Attorney General's consent to the settlement and such consent was either obtained or unreasonably withheld. Should the judgment or settlement resolve claims that are not Released Claims, the offset shall be for the Released Claims portion only, which shall be distinguishable in the judgment or settlement.
B. Exceptions
1. Section XI.A shall not apply where the Settling State at issue meets the eligibility criteria for and is entitled to Incentive Payment A for the Payment Year at issue, except as expressly provided therein.
2. An offset under Section XI.A.2 shall not apply where the Later Litigating Subdivision opted out of a Settlement Class Resolution in the Settling State at issue that was in full force and effect in that Settling State as of the due date of the payment for P ayment Year 2 and remains in full force and effect; provided that an offset relating to that Subdivision may apply under Section XII.
3. Section XI.A shall not apply where the Later Litigating Subdivision seeks less than $10 million, or so long as its total claim is reduced to less than $10 million, in the lawsuit for a Released Claim at issue.
C. No Effect on Other Provisions. A n offset under Section XI.A shall not affect the Injunctive Relief Terms or the Consent Judgment.
D. No Effect on Other States . An offset under Section XI.A applicable to one State shall not affect the allocation or payment of the Annual Remediation Payment to other Settling States.
E. Litigating Subdivisions in Non- Eligible States. The Settling States will not encourage, facilitate, or assist in any manner whatsoever claims for Covered Conduct against Kroger in any Settling, Non-Settling, or Non- Eligible State, regardless of whether those claims were filed against Kroger prior to, on, or after the Effective Date.
XII. Other Reductions/Offsets
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49 A. Settlement Class Resolution Opt Outs. If a Settling State is eligible for Incentive Payment A on the basis of a Settlement Class Resolution, and a Primary Subdivision that opted out of the Settlement Class Resolution maintains a lawsuit asserting a Released Claim against a Released Entity, the following shall apply. If the lawsuit asserting a Released Claim either survives a Threshold Motion or has an unresolved Threshold Motion fewer than sixty (60) calendar days prior to the scheduled start of a trial involving a Released Claim, and is resolved with finality on terms requiring payment by the Released Entity, Kroger shall receive a dollar-for-dollar offset for the amount paid against its obligation to make remaining Incentive Payment A payments that would be apportioned to that Settling State and to its Subdivisions. For the avoidance of doubt, an offset shall not be applicable under this subsection if it is applicable under Section XI.A with respect to the Subdivision at issue.
B. Revoked Bar, Settlement Class Resolution, or Case -Specific Resolution. If Kroger made any Annual Remediation Payments that included any incentive payments earned as a result of the existence of a Bar, Settlement Class Resolution, or Case- Specific Resolution in a Settling State, and there is subsequently a Revocation Event with respect to that Bar, Settlement Class Resolution, or Case -Specific Resolution after the determination of the amount of such Annual Remediation Payment, Kroger shall receive a dollar -for-dollar offset against the portion of remaining Annual Remediation Payments that would be allocated to that Settling State and its Participating Subdivisions. This offset will be calculated as the dollar amount difference between (1) the total amount of incentive payments paid by Kroger by virtue of the Bar, Settlement Class Resolution, or Case-Specific Resolution subject to the Revocation Event and (2) the total amount of incentive payments that would have been due from Kroger during that time had the Ba r,
Settlement Class Resolution, or Case-Specific Resolution subject to the Revocation Event not been in effect. The amount of incentive payments that would have been due, referenced in clause (2) above, will be calculated one hundred eighty (180) calendar days after the Revocation Event; for purposes of calculating the amount of incentive payments that would have been due, any relevant Subdivision shall be included as a Participating Subdivision if: (1) its Released Claims are extinguished by any subsequent Bar, Settlement Class Resolution, or Case-Specific Resolution in effect as of the date of such calculation, or (2) it becomes a Participating Subdivision (in addition to all other Participating Subdivisions) prior to the date of such calculation.
C. Certain Taxes. Amounts paid by Kroger under an Opioid Tax in a Settling State in a Payment Year shall give rise to a dollar -for-dollar offset against Kroger obligation to pay its share of the Annual Remediation Payment in that Payment Year that would be allocated to the taxing Settling State or its Participating Subdivisions. If such amounts paid exceed the Annual Remediation Payment allocable to the taxing Settling State or its Participating Subdivisions in that Payment Year, the excess shall carry forward as an offset against its remaining Annual Remediation Payments that would be allocated to the taxing Settling State or its Participating Subdivisions. Kroger represents that as of March 4, 2024, there is no Opioid Tax currently in effect in any Eligible State that would give rise to this offset provision.
XIII. Miscellaneous
A. Population of General Purpose Governments. The population figures for General Purpose Governments shall be the published U.S. Census Bureau's population estimates for July 181
50 1, 2019, released May 2020. These population figures shall remain unchanged during the term of this Agreement.
B. Population of Special Districts. For any purpose in this Agreement in which the population of a Special District is used other than Section IV.H.4.c and Section IV.H.6.d: (a) School Districts’ population will be measured by the number of students enrolled who are eligible under the Individuals with Disabilities Education Act (“IDEA”) or Section 504 of the Rehabilitation Act of 1973; (b) Health Districts ’ and Hospital Districts’ population will be measured at twenty -five percent (25%) of discharges; and (c) all other Special Districts ’ (including Fire Districts ’ and Library Districts’) population will be measured at ten percent (10%) of the population served. 8 For
the avoidance of doubt, this means that California healthcare districts will be measured at ten percent (10%) of their membership. Kroger and the Enforcement Committee shall meet and confer in order to agree on data sources for purposes of this Section prior to the Preliminary Agreement Date.
C. Population Associated with Sheriffs . For any purpose in this Agreement in which the population associated with a lawsuit by a sheriff is used, the population will be measured at twenty percent (20%) of the capacity of the jail(s) operated by the sheriff.
D. Most-Favored-Nation Provision
1. If, after the Effective Date, Kroger enters into any settlement agreement with any Non-Settling State that resolves Claims similar in scope to the Claims released by a Settling State under this Agreement on overall payment terms that are more favorable to such Non- Settling State than the overall payment terms of the Agreement (after due consideration of relevant differences in population or other appropriate factors), then the Settling States , individually or collectively, may elect to seek review, pursuant to Section XI II.D.3, of the overall payment terms of this Agreement and the Non-Settling State agreement so that such Settling State(s) may obtain overall payment terms at least as favorable as those obtained by such Non-Settling State. “Overall payment terms” refers to consideration of all payment terms of the two agreements, taken together, including, but not limited to the amount of payments, the timing of payments, and conditions or contingencies on payments.
2. For any settlement with a Non -Settling State involving Released Claims that is entered into after the Effective Date, Kroger shall provide the Enforcement Committee with a copy of the settlement agreement or relevant consent judgment within thirty (30) calendar days of the consummation of such settlement. The Enforcement Committee will promptly distribute such copy to all Settling States.
3. In the event that one or more Settling State(s) believes that the overall payment terms of an agreement by Kroger with a Non-Settling State are more favorable to the Non- Settling State, when compared based on the totality of the consideration set forth in Section XIII.D.1, the Settling State(s) and Kroger shall engage in the following process:
8 The estimates for counties and parishes were accessed at https://www.census.gov/data/datasets/time- series/demo/popest/2010s-counties-total.html. The estimates for cities and towns can currently be found at https://www.census.gov/data/datasets/time-series/demo/popest/2010s-total-cities-and-towns.html. 182
51 a. Within sixty (60) calendar days of the date on which the Enforcement Committee provides a settlement agreement or consent judgment to Settling States, the Settling State(s) shall provide notice to Kroger of its intent to seek revision of this Agreement to provide payment terms that are, on an overall basis, as favorable as those obtained by the Non- Settling State. To the extent allowed by law, such notice shall be confidential and not disclosed publicly and shall provide, in detail, the basis for the Settling State(s)’s belief that it is entitled to a revision of the Agreement.
b. Kroger shall, within thirty (30) calendar days, provide a response to the Settling State(s), explaining its position, in detail, as to whether the Settling State(s) are entitled to more favorable overall payment terms than those provided for in this Agreement.
c. In the event the Settling State(s) and Kroger do not reach agreement as to the application of Section XIII.D.1, the Settling State(s) may petition the National Arbitration Panel to seek a ruling from the Panel as to the applicability of Section XIII.D.1, provided that the Settling State(s) may seek such review only if at least five (5) Settling States co -sign the petition. The Panel shall consider submissions and argument by the parties pursuant to the procedures set forth in Section VI.F.2.
d. The Settling State and Kroger shall be bound by the determination of the National Arbitration Panel of the overall payment terms of this Agreement and the Non-Settling State agreement so that such Settling State(s) may obtain, with respect to Kroger, overall payment terms at least as favorable as those obtained by such Non-Settling State.
4. This Section XIII.D does not apply to, and there is no ability of any Settling State to seek or obtain revision of this Agreement based on, any agreement with Kroger that is entered into with a Non-Settling State: (a) either the earlier of (i) after the close of expert discovery or (ii) after a date ninety (90) calendar days prior to the scheduled start date of a trial between Kroger and the Non- Settling State , or any severed or bifurcated portion thereof, provided that, where, in order to complete a settlement, a Non- Settling State and Kroger jointly request an adjournment of the scheduled start date of a trial within ninety (90) days of that date, this exception will apply as if the trial date had not been adjourned; (b) that previously litigated to judgment a case related to opioids against any manufacturer, distributor, or pharmacy; (c) the earlier of (i) after a Non-Settling State that has obtained any court order or judicial determination that grants judgment (in whole or in part) against Kroger in the Non -Settling State’s case; (ii) after a sanctions ruling against Kroger in the Non-Settling State’s case against Kroger; or (iii) after any ruling has issued in the Non - Settling State’s case against any manufacturer, distributor, or pharmacy on the issue of joint and several liability . The National Arbitratio n Panel shall have no power to review agreements that satisfy any of the conditions described in this paragraph. 183
52 5. This Section XIII.D does not apply to, and there is no ability of any Settling State to seek or obtain revision of this Agreement based on, any agreement between Kroger and Non-Participating Subdivisions or Non-Participating Special Districts.
6. This Section XII I.D will not apply to any agreement entered into more than eighteen (18) months after the Effective Date.
E. No Admission. Kroger does not admit liability or wrongdoing. Neither this Agreement nor the Consent Judgments shall be considered, construed or represented to be (1) an admission, concession or evidence of liability or wrongdoing or (2) a waiver or any limitation of any defense otherwise available to Kroger.
F. Tax Cooperation and Reporting.
1. Upon request by Kroger, the Settling States and Participating Subdivisions agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for Kroger to establish the statements set forth in Section V.F to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by 26 C.F.R §
1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance.
2. Without limiting the generality of Section XIII.F.1, each Settling State and Participating Subdivision shall cooperate in good faith with Kroger with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement.
3. Pursuant to 26 C.F.R. § 1.6050X-1(a) and (b), the Designated State, on behalf of all Settling States and Participating Subdivisions, shall designate one of its officers or employees to act as the “appropriate official” within the meaning of 26 C.F.R. § 1.6050X- 1(f)(1)(ii)(B) (the “Appropriate Official”). The Designated State shall direct and ensure that the Appropriate Official timely (a) files (i) at the time this Agreement becomes binding on the Parties, an IRS Form 1098- F in the form attached as Exhibit U with respect to Kroger and (ii) any legally required forms, returns or amended returns with any applicable governmental authority, or any returns requested by Kroger , and (b) provides to Kroger a copy of (i) the IRS Form 1098- F filed with respect to Kroger and (ii) any legally required written statement pursuant to any applicable law and any other document referred to in clause (a)(ii) above. Any such forms, returns, or statements shall be prepared and filed in a manner fully consistent with Section V.F. and as set forth in Section XIII.F.4.
4. Any form, return, amended return, or written statement filed or provided pursuant to Section XIII.F.3, and any similar document, shall be prepared and filed in a manner consistent with reporting the Global Settlement Amount as the “ Total amount to be paid” pursuant to this Agreement in Box 1 of IRS Form 1098-F and the Compensatory Restitution Amount as “Restitution/remediation amount” in Box 3 of IRS Form 1098-F, as reflected in the attached Exhibit U. If the Designated State or Appropriate Official shall b e required to file any form, return, amended return, or written statement contemplated by this Section 184
53 XIII.F other than an IRS Form 1098- F in the form attached as Exhibit U, the Designated State shall direct and ensure that the Appropriate Official provides to Kroger a draft of such form, return, amended return, or written statement no later than sixty (60) calendar days prior to the due date thereof, and shall accept any reasonable revisions from Kroger on the return, amended return, or written statement.
5. For the avoidance of doubt, neither Kroger nor the Settling States and Participating Subdivisions make any warranty or representation to any Settling State, Participating Subdivision, or Releasor as to the tax consequences of the payment of the Compensatory Restitution Amount (or any portion thereof).
G. No Third-Party Beneficiaries. Except as expressly provided in this Agreement, no portion of this Agreement shall provide any rights to, or be enforceable by, any person or entity that is not the Settling State or Released Entity. Settling States may not assign or otherwise convey any right to enforce any provision of this Agreement.
H. Calculation. Any figure or percentage referred to in this Agreement shall be carried to seven decimal places.
I. Construction. None of the Parties and no Participating Subdivision shall be considered to be the drafter of this Agreement or of any of its provisions for the purpose of any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter of this Agreement. The headings of the provisions of this Agreement are not binding and are for reference only and do not limit, expand, or otherwise affect the contents or meaning of this Agreement.
J. Cooperation. Each Party and each Participating Subdivision agrees to use its best efforts and to cooperate with the other Parties and Participating Subdivisions to cause this Agreement and the Consent Judgments to become effective, to obtain all necessary approvals, consents and authorizations, if any, and to execute all documents and to take such other action as may be appropriate in connection herewith. Consistent with the foregoing, each Party and each Participating Subdivision agrees that it will not di rectly or indirectly assist or encourage any challenge to this Agreement or any Consent Judgment by any other person, and will support the integrity and enforcement of the terms of this Agreement and the Consent Judgments.
K. Entire Agreement. This Agreement, including its exhibits and any other attachments, embodies the entire agreement and understanding between and among the Parties and Participating Subdivisions relating to the subject matter hereof and supersedes (1) all prior agreements and understandings relating to such subject matter, whether written or oral and (2) all purportedly contemporaneous oral agreements and understandings relating to such subject matter.
L. Execution. This Agreement may be executed in counterparts and by different signatories on separate counterparts, each of which shall be deemed an original, but all of which shall together be one and the same Agreement. One or more counterparts of this Agreement may be delivered by facsimile or electronic transmission with the intent that it or they shall constitute an original counterpart hereof. One or more counterparts of this Agreement may be signed by electronic signature.
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54 M. Good Faith and Voluntary Entry. Each Party warrants and represents that it negotiated the terms of this Agreement in good faith. Each of the Parties and Participating Subdivisions warrants and represents that it freely and voluntarily entered into this Agreement without any degree of duress or compulsion. The Parties and Participating Subdivisions state that no promise of any kind or nature whatsoever (other than the written terms of this Agreement) was made to them to induce them to enter into this Agreement N. Legal Obligations. Nothing in this Agreement shall be construed as relieving Kroger of the obligation to comply with all state and federal laws, regulations or rules, nor shall any of the provisions herein be deemed to be permission to engage in any acts or practices prohibited by such laws, regulations, or rules. Except with respect to the Injunctive Relief Terms, in the event of a conflict between this Agreement and any requirement or requirements of federal, state, or local laws, such that Kroger cannot comply with this Agreement without violating such a requirement or requirements, Kroger shall document such conflicts and notify the Attorney( s) General of the relevant Settling State (s) that it intends to comply with the requirement or requirements to the extent necessary to eliminate the conflict. With respect to the Injunctive Relief Terms, in the event of such a conflict, the procedures set forth in the Injunctive Relief Terms will be followed.
O. No Prevailing Party. The Parties and Participating Subdivisions each agree that they are not the prevailing party in this action, for purposes of any claim for fees, costs, or expenses as prevailing parties arising under common law or under the terms of any statute, because the Parties and Participating Subdivisions have reached a good faith settlement.
P. Waive Challenge. The Parties and Participating Subdivisions each further waive any right to challenge or contest the validity of this Agreement on any ground, including, without limitation, that any term is unconstitutional or is preempted by, or in conflict with, any curr ent or future law. Nothing in the previous sentence shall modify, or be construed to conflict with, Section XIII.N.
Q. Non-Admissibility. The settlement negotiations resulting in this Agreement have been undertaken by the Parties and by certain representatives of the Participating Subdivisions in good faith and for settlement purposes only, and no evidence of negotiations or discussions underlying this Agreement shall be offered or received in evidence in any action or proceeding for any purpose. This Agreement shall not be offered or received in evidence in any action or proceeding for any purpose other than in an action or proceeding arising under or relating to this Agreement.
R. Notices. All notices or other communications under this Agreement shall be in writing (including, but not limited to, electronic communications) and shall be given to the recipients indicated below:
For the Attorney(s) General:
Josh Stein, Attorney General
North Carolina Department of Justice
Attn: Daniel Mosteller, Deputy General Counsel
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55 PO Box 629
Raleigh, NC 27602
[email protected]
Jonathan Skrmetti, Attorney General
Tennessee Attorney General’s Office
Attn: Michael Leftwich, Senior Deputy Attorney General Hamilton Millwee, Assistant Attorney General
P.O. Box 20207
Nashville, TN 37202
[email protected]
[email protected]
For the Plaintiffs’ Executive Committee:
Co-leads
Jayne Conroy
Simmons Hanly Conroy LLC
112 Madison Avenue
7th Floor
New York, NY 10016-7416
[email protected]
Paul T. Farrell, Jr.
Farrell & Fuller, LLP
270 Munoz Rivera Ave.
Suite 201
San Juan, Puerto Rico 00918
[email protected]
Joseph F. Rice
Motley Rice LLC
28 Bridgeside Blvd.
Mount Pleasant, SC 29464
[email protected]
For Kroger:
Chantale Fiebig
Weil, Gotshal & Manges LLP
2001 M St. NW
Washington, D.C. 20036
[email protected]
Dan Nadratowski
Weil, Gotshal & Manges LLP
2001 M St. NW
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56 Washington, D.C. 20036
[email protected]
and
Christine Wheatley
[email protected]
1014 Vine St.
Cincinnati, OH 45202
Antonio Matthews
[email protected]
1014 Vine St.
Cincinnati, OH 45202
Any Party or the Plaintiffs’ Executive Committee may change or add the contact information of the persons designated to receive notice on its behalf by notice given (effective upon the giving of such notice) as provided in this Section XIII.R.
S. No Waiver. The waiver of any rights conferred hereunder shall be effective only if made by written instrument executed by the waiving Party or Parties. The waiver by any Party of any breach of this Agreement shall not be deemed to be or construed as a waiver of any other breach, whether prior, subsequent, or contemporaneous, nor shall such waiver be deemed to be or construed as a waiver by any other Party.
T. Preservation of Privilege. Nothing contained in this Agreement or any Consent Judgment, and no act required to be performed pursuant to this Agreement or any Consent Judgment, is intended to constitute, cause, or effect any waiver (in whole or in part) of any attorney-client privilege, work product protection, or common interest/joint defense privilege, and each Party and Participating Subdivision agrees that it shall not make or cause to be made in any forum any assertion to the contrary.
U. Successors.
1. This Agreement shall be binding upon, and inure to the benefit of, Kroger and its respective successors and assigns.
2. Kroger shall not, in one (1) transaction or a series of related transactions, sell or transfer U.S. assets having a fair market value equal to twenty -five percent (25%) or more of the consolidated assets of Kroger (other than sales or transfers of inventories, or sales or transfers to an entity owned directly or indirectly by Kroger ) where the sale or transfer is announced after the Reference Date, is not for fair consideration, and would foreseeably and unreasonably jeopardize Kroger’s ability to make the payments under this Agreement that are due on or before the third Payment Date following the close of a sale or transfer transaction, unless Kroger obtains the 188
57 acquiror’s agreement that it will be either a guarantor of or successor to the percentage of Kroger’s remaining Payment Obligations under this Agreement equal to the percentage of Kroger’s consolidated assets being sold or transferred in such transaction. Percentages under this section shall be determined in accordance with United States generally accepted accounting principles and as of the date of Kroger most recent publicly filed consolidated balance sheet prior to the date of entry into the sale or tran sfer agreement at issue. Th is Section XIII.U shall be enforceable solely by the Settling States, and any objection under this Section XIII. U not raised within sixty (60) calendar days of the announcement of the relevant transaction is waived.
V. Modification, Amendment, Alteration. In the event the Plaintiffs’ Executive Committee, the Executive Committee of the State Attorneys General, or Kroger concludes prior to the Reference Date that technical corrections are required to this Agreement, the Plaintiffs’ Executive Committee, the Executive Committee of the State Attorneys General, and Kroger shall meet and confer and make such amendments as they agree are appropriate. A fter the Reference Date, any modification, amendment, or alteration of this Agreement by the Parties shall be binding only if evidenced in writing signed by Kroger, along with the signature of at least two -thirds of those then serving as Attorney General of the Settling States along with a representation from each Attorney General that either: (1) the advisory committee or similar entity established or recognized by that Settling State (either pursuant to Section V.E.2.d, by a State-Subdivision Agreement, or by statute) voted in favor of the modification, amendment or alteration of this Agreement including at least one member appointed by the Participating Subdivisions listed on Exhibit G; or (2) in Settling States without any advisory committee, that 50.1% (by population) of the Participating Subdivisions listed on Exhibit G expressed approval of the modification, amendment, or alteration of this Agreement in a writing.
W. Termination.
1. Unless otherwise agreed to by each of Kroger and the Settling States, this Agreement and all of its terms (except Section XIII.Q and any other non-admissibility provisions, which shall continue in full force and effect) shall be canceled and terminated with respect to the Settling State, and the Agreement and all orders issued by the courts in the Settling State pursuant to the Agreement shall become null and void and of no effect if one or more of the following conditions applies:
a. a Consent Judgment approving this Agreement without
modification of any of the Agreement’s terms has not been entered as to a Settling State by a court of competent jurisdiction on or before one hundred eighty (180) calendar days after the Effective Date;
b. this Agreement or the Consent Judgment as to that Settling State has been disapproved by a court of competent jurisdiction to which it was presented for approval and/or entry (or, in the event of an appeal from or review of a decision of such a court to approve this Agreement and the Consent Judgment, by the cour t hearing such appeal or conducting such review), and the time to appeal from such disapproval has expired, or, in the event of an appeal from such disapproval, the appeal has been dismissed or the disapproval has been affirmed by the court of last resort to which such appeal has been taken and such dismissal or disapproval has 189
58 become no longer subject to further appeal (including, without limitation, review by the United States Supreme Court); or
2. If this Agreement is terminated with respect to a Settling State for whatever reason pursuant to Section XIII.W.1, then:
a. an applicable statute of limitation or any similar time requirement (excluding any statute of repose) shall be tolled from the date the Settling State signed this Agreement until the later of the time permitted by applicable law or for one year from the date of such termination, with the effect that Kroger and the Settling State shall be in the same position with respect to the statute of limitation as they were at the time the Settling State filed its action; and b. Kroger and the Settling State shall jointly move the relevant court of competent jurisdiction for an order reinstating the actions and claims dismissed pursuant to the terms of this Agreement governing dismissal, with the effect that Kroger and the Settling State shall be in the same position with respect to those actions and claims as they were at the time the action or claim was stayed or dismissed.
3. Unless Kroger and the Enforcement Committee agree otherwise, this Agreement, with the exception of the Injunctive Relief Terms that have their own provisions on duration, shall terminate as to all Parties as of the Payment Date for Payment Year 1 1, provided that Kroger has performed its Payment obligations under the Agreement as of that date. Notwithstanding any other provision in this Section XIII. W.3 or in this Agreement, all releases under this Agreement will remain effective despite any termination under this Section XIII.W.3.
X. Governing Law. Except as (1) otherwise provided in this Agreement or (2) as necessary, in the sole judgment of the National Arbitration Panel, to promote uniformity of interpretation for matters within the scope of the National Arbitration Panel’s authority , this Agreement shall be governed by and interpreted in accordance with the respective laws of the Settling State, without regard to the conflict of law rules of such Settling State, that is seeking to enforce the Agreement against Kroger or against whic h Kroger is seeking enforcement.
Notwithstanding any other provision in this subsection on governing law, any disputes relating to the Settlement Fund Escrow shall be governed by and interpreted in accordance with the law of the state where the escrow agent has its primary place of business.
Y. Bankruptcy. The following provisions shall apply if Kroger enters bankruptcy and (i) the Kroger bankruptcy estate recovers, pursuant to 11 U.S.C. § 550, any payments made under this Agreement, or (ii) this Agreement is deemed executory and is rejected by Kroger pursuant to 11 U.S.C. § 365:
1. In the event that the both a number of Settling States equal to at least seventy- five percent (75%) of the total number of Settling States and Settling States having aggregate Overall Allocation Percentages as set forth on Exhibit F equal to at least seventy-five percent (75%) of the total aggregate Overall Allocation Percentages assigned to all Settling States deem (by written notice to Kroger ) that the financial obligations of this Agreement have been terminated and 190
59 rendered null and void (except as provided in Section XIII. Y.1.a) due to a material breach by Kroger, whereupon:
a. all agreements, all concessions, all reductions of Releasing Parties' Claims, and all releases and covenants not to sue, contained in this Agreement shall immediately and automatically be deemed null and void as to Kroger ; the Settling States shall be deemed immediately and automatically restored to the same position they were in immediately prior to their entry into this Settlement Agreement in respect to Kroger and the Settling States shall have the right to assert any and all claims against Kroger in the bankruptcy or otherwise without regard to any limits or agreements as to the amount of the settlement otherwise provided in this Agreement; provided, however, that notwithstanding the foregoing sentence, (i) all reductions of Releasing Parties’ Claims, and all releases and covenants not to sue, contained in this Agreement shall remain in full force and effect as to all persons or entities other than Kroger itself; and (ii) in the event the Settling State asserts any Released Claim against Kroger after the rejection and/or termination of this Agreement as described in this Section XIII.Y.1.a and receives a judgment, settlement or distribution arising from such Released Claim, then the amount of any payments the Settling State has previously received from Kroger under this Agreement shall be applied to reduce the amount of any such judgment, settlement or distribution (provided that no credit shall be given against any such judgment, settlement or distribution for any payment that the Settling State is required to disgorge or repay to Kroger’s bankruptcy estate); and
b. the Settling States may exercise all rights provided under the federal Bankruptcy Code (or other applicable bankruptcy or non- bankruptcy law) with respect to their Claims against Kroger subject to all defenses and rights of the Kroger.
Z. Waiver. Kroger, for good and valuable consideration the receipt of which is acknowledged, hereby (a) waives, foregoes and relinquishes all rights to utilize and/or seek relief under any of the following laws of the State of Texas for the restructuring of its debts or liabilities related to Released Claims, Claims that would have been Released Claims if they had been brought by a Releasor against a Released Entity before the Effective Date, or this Agreement: Tex. Bus.
Orgs. Code § 10.003 (Contents of Plan of Merger: More Than One Successor) or any other statute of Subchapter A of Chapter 10 of Tex. Bus. Orgs. Code to the extent such statute relates to multi- successor mergers (and/or any other similar laws or statutes in any other state or territory); Tex.
Bus. Orgs. Code §§ 11.01–11.414 (Winding Up and Termination of Domestic Entity); or Tex. Bus. & Com. Code §§ 23.01–23.33 (Assignments for the Benefit of Creditors) (collectively, the “Texas Statutes”), and (b) agrees, warrants and represents that it will not file, request or petition for relief under the Texas Statutes related to its debts or liabilities related to Released Claims, Claims that would have been Released Claims if they had been brought by a Releasor against a Released Entity before the Effective Date, or this Agreement, in each case until such time as all of Kroger ’s payment obligations incurred hereunder are satisfied in full. The foregoing waiver and relinquishment includes, without limitation, until such time as all of Kroger’s payment obligations incurred hereunder are satisfied in full, Kroger’s rights to execute a divisional merger or equivalent transaction or restructuring related to its debts or liabilities related to Released Claims, Claims that 191
60 would have been Released Claims if they had been brought by a Releasor against a Released Entity before the Effective Date, or this Agreement that in each case has the intent or foreseeable effect of (i) separating material assets from material liabilities and (ii) assigning or allocating all or a substantial portion of those liabilities to any subsidiary or affiliate that files for relief under chapter 11 of the Bankruptcy Code, or pursuant to which such subsidiary or affiliate that files for relief under chapter 11 of the Bankruptcy Code would be assuming or retaining all or a substantial portion of those liabilities.
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A-1
EXHIBIT A
Alleged Harms
The following expert reports that were served in connection with the case captioned In re:
National Prescription Opiate Litigation , No. 1:17- md-2804 (N.D. Ohio) provide non- exclusive examples of Alleged Harms:
1. Expert reports of G. Caleb Alexander, dated April 16, 2021.
2. Expert reports of David Cutler, dated April 16, 2019; supplemental expert report of David Cutler, dated April 21, 2021; and second supplemental expert report of David Cutler, dated May 10, 2021.
3. Expert report of David Herzberg, dated April 16, 2021.
4. Expert reports of Katherine M. Keyes, Ph.D., dated April 16, 2021; supplemental expert report of Katherine M. Keyes, Ph.D, dated June 2, 2021.
5. Expert reports of Dr. Anna Lembke, M.D., dated April 16, 2021.
6. Expert report of Harvey Rosen, dated April 16, 2021.
7. Expert report of Nancy Young, dated April 16, 2021.
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B-1
EXHIBIT B
Enforcement Committee Organization Bylaws
ARTICLE I
These bylaws constitute the code of rules adopted by the Settling States and Participating Subdivisions for the creation of an Enforcement Committee (the “Committee”) to exist and operate during the term of the Agreement in connection with Kroger and shall control the regulation and management of the Committee’s affairs.
ARTICLE II
Purpose
The Committee is organized for the sole purpose of evaluating and taking such action as deemed reasonable, necessary, and appropriate by the members of the Committee on the matters delegated to the Committee under that certain Settlement Agreement between the Settling States and Kroger dated March 22, 2024.
ARTICLE III
Members of the Committee
(1) Number of Members
The Committee will consist of thirteen (13) members (the “Members”) . Upon majority resolution of the Committee, the number of Members may be increased or decreased from time to time, but in no event shall a decrease have the effect of decreasing the total number of Members to less than seven Members.
(2) Initial Members
The Committee initially will consist of eight (8) Settling State Members and five (5) Participating Subdivision Members; at least two (2) of the Participating Subdivisions shall be counties and at least two (2) shall be municipalities. The initial Settling State Members are representatives from: California, Colorado, Illinois, North Carolina, Ohio, Tennessee, Texas, and Virginia. The initial Participating Subdivision Members are: [●]. Until fifteen (15) months from the Effective Date contained in the Settlement Agreement, the Participating Subdivisions may designate their outside counsel to serve as their representative. After fifteen (15) months from the Effective Date, an employee or official of the Partici pating Subdivision must be the designated as the representative of the Participating Subdivision.
(3) Term of Members
The term of office for Members of the Committee will be until the end of the term of the Settlement Agreement unless and until a Member withdraws or resigns from the Committee.
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B-2
(4) Resignation
Any Member may resign at any time by delivering written notice to the Chairperson of the Committee. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.
(5) Removal
(a) Any Member may be removed without cause, at any time, by a majority of the entire Committee, at a Regular or Special Meeting called for that purpose . Any Member under consideration of removal must first be notified about the consideration by written notice at least five days prior to the meeting at which the vote takes place. (b) In the event that any Member is not a Settling State or a Participating Subdivision or the Member subsequently becomes a Later Litigating Subdivision, the Member shall be removed immediately without notice or vote of the Committee. (6) Vacancies
In the event of a vacancy, the Members of the same type (Settling State or Participating Subdivision) shall select another Settling State or Participating Subdivision to fill that Member’s position.
(7) Compensation
Members shall not receive any salaries or other compensation for their services, but, by resolution of the Committee, may be reimbursed for any actual expenses incurred in the performance of their duties for the Committee, as long as a majority of disinter ested Members approve the reimbursement . Any reimbursement shall be sought from the Settlement Fund Administrator.
ARTICLE IV
Conflicts of Interest and Code of Ethics
If a Member, agent, or employee of the Committee has a conflict of interest, he or she may not participate in a vote, discussion, or decision about the matter . Each Member shall follow any applicable state or local law with respect to conflicts, gifts, and ethics.
ARTICLE V
Committee Meetings
(1) Place of Meetings
Meetings of the Committee will be held at any place that the Chairperson may designate, including by telephonic or electronic means.
(2) Regular Meetings
Regular meetings of the Committee shall be held as deemed necessary by the Chairperson or any three members.
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B-3
(3) Notice of Meetings
Written notice of the date, time, place and subject of each meeting must be provided to the Members at least 72 hours before the scheduled time of the meeting, except when there is an emergency or urgent public necessity.
(4) Quorum
A majority of the incumbent Members (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. (5) Voting and Proxy
When it is necessary to vote on any matter before the Committee, Members may vote by electronic means as provided in these Bylaws . Proxy voting is permitted. In order for a matter to pass, the matter must have a majority vote of Members present and must have at least one vote from a Settling State Member and a Participating Subdivision Member . In the event that there is a Quorum, but no Settling State or Participating Subdivision Member is present, then a matter may pass with a simple majority vote. (6) Minutes
The Committee shall prepare and keep minutes. The minutes must state the subject of each deliberation and indicate each vote, order, decision, or other action taken.
ARTICLE VI
Officers
(1) Roster of Officers
The Committee shall have a Chairperson, a Vice Chairperson, and a Secretary . The Committee may have at its discretion, such other officers as may be appointed by the Members of the Committee . One person may hold two or more offices, except those serving as Chairperson.
(2) Election and Removal of Officers
All officers shall serve two-year terms. The election shall be conducted at the first meeting of the fiscal year. Officers shall remain in office until their successors have been selected.
Officers may serve consecutive terms without limit. The election of officers shall be by majority vote of the Members of the Committee attending the meeting. (3) Vacancies
If a vacancy occurs during the term of office for any elected officer, the Members of the Committee shall elect a new officer to fill the remainder of the term as soon as practical, by majority vote of Members present.
(4) Chairperson
The Chairperson will supervise and control the affairs of the Committee and shall exercise such supervisory powers as may be given him/her by the Members of the Committee. The Chairperson will perform all duties incident to such office and such other duties as may be provided in these bylaws or as may be prescribed from time to time by the Committee. The Chairperson shall preside at all meetings and shall exercise parliamentary control in accordance with Robert’s Rules of Order.
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(5) Vice Chairperson
The Vice Chairperson shall act in place of the Chairperson in the event of the Chairperson’s absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the Committee . The Vice Chairperson shall serve as the parliamentarian and interpret any ambiguities of the bylaws. (6) Secretary
The Secretary will keep and maintain all records related to the Committee and take minutes of all meetings.
(7) Records
All elected officers and committee chairpersons shall relinquish their records to the Chairperson immediately upon the completion of their term of office or completion of a project.
(8) Resignation
An officer may resign the office while not resigning membership from the Committee, by submitting a letter to the Chairperson. Vacancies occurring in any office shall be appointed for the remainder of the term.
ARTICLE VII
Duties
(1) Prior to the Effective Date
The Committee shall be responsible for any additional negotiations with Kroger, including, but not limited to, negotiating extensions of any periods created by the Settlement Agreement, except that any additional negotiations related to the Injunctive Relief Terms (Exhibit P) shall be handled by the States Injunctive Relief Committee in accordance with the terms of Exhibit P.
(2) After the Effective Date
The Committee shall establish procedures for the receipt of notices that a dispute exists concerning the Agreement and review of such disputes, pursuant to Section VI of the Agreement. Members may engage with Kroger , Settling States, and Participating Subdivisions attempting to resolve any dispute without further action by the Committee .
The Committee may request additional information from Kroger , Settling States, and Participating Subdivisions to the extent the Committee believes such information is necessary to understand, resolve, or provide advice related to a dispute . The Committee shall endeavor to provide advice relative to the dispute no later than 60 days after receipt of notice.
ARTICLE VIII
Rules of Procedure
The proceedings and business of the Committee shall be governed by Robert’s Rules of Order unless otherwise waived by the Committee.
197
B-5
ARTICLE IX
Operations
(1) Records
The Committee will keep correct and complete records and will also keep minutes of the proceedings of the Committee meetings and Committees . The Committee will keep such records at its principal place of business at a place designated by the Chairperson.
All elected officers and committee chairpersons shall relinquish their records to the Chairperson, immediately upon the completion of their term of office. (2) Inspection of Books and Records
The minutes of a meeting are public records and shall be available for public inspection and copying on request to the Committee’s Chairperson or the Chairperson’s designee. (3) Amendments
The bylaws may be amended at any time by a vote of a majority of Members present and must have at least one vote from a Settling State Member and a Participating Subdivision Member. In the event that there is a Quorum, but no Settling State or Participating Subdivision Member is present, then a matter may pass with a simple majority vote. 198
EXHIBIT C
Litigating Subdivisions Exhibit
1. Auburn, City of, Alabama
2. Decatur, City of, Alabama
3. Hartselle, City of, Alabama
4. Lee, County of, Alabama
5. Madison, County of, Alabama
6. Mobile County Board of Health, Alabama
7. Morgan, County of, Alabama
8. Winston, County of, Alabama
9. Arizona Municipal Risk Retention Pool, Arizona
10. Kingman, City of, Arizona
11. Mohave, County of, Arizona
12. Pinal, County of, Arizona
13. Prescott, City of, Arizona
14. Amador, County of, California
15. Butte, County of, California
16. Calaveras, County of, California
17. Chico, City of, California
18. Chula Vista, City of, California
19. Clearlake, City of, California
20. Del Norte, County of, California
21. El Dorado, County of, California
22. Fresno, County of, California
199
2 23. Imperial, County of, California
24. Inyo, County of, California
25. Lakeport, City of, California
26. Lassen, County of, California
27. Madera, County of, California
28. Mariposa, County of, California
29. Merced, County of, California
30. Modoc, County of, California
31. Mono, County of, California
32. Monterey, County of, California
33. Nevada, County of, California
34. Placer, County of, California
35. Plumas, County of, California
36. Riverside, County of, California
37. Sacramento, County of, California
38. San Bernardino, County of, California
39. San Diego, County of , California
40. San Jose, City of, California
41. Shasta, County of, California
42. Sutter, County of, California
43. Tehama, County of, California
44. Trinity, County of, California
45. Tuolumne, County of, California
46. Yolo, County of, California
47. Yuba, County of, California
200
3 48. Adams, County of, Colorado
49. Alamosa, City of, Colorado
50. Alamosa, County of, Colorado
51. Arapahoe, County of, Colorado
52. Aurora, City of, Colorado
53. Black Hawk, City of, Colorado
54. Boulder, County of, Colorado
55. Brighton, City of, Colorado
56. Broomfield, City of, Colorado
57. Broomfield, County of, Colorado
58. Chaffee, County of, Colorado
59. Commerce, City of, Colorado
60. Conejos, County of, Colorado
61. Denver, City of, Colorado
62. Denver, County of, Colorado
63. Federal Heights, City of, Colorado
64. Fremont, County of, Colorado
65. Greeley, City of, Colorado
66. Hudson, Town of, Colorado
67. Jefferson, County of, Colorado
68. Lakewood, City of, Colorado
69. Larimer, County of, Colorado
70. Las Animas, County of, Colorado
71. Mesa, County of, Colorado
72. Northglenn, City of, Colorado
201
4 73. Otero, County of, Colorado
74. Pueblo, County of, Colorado
75. Sheridan, City of, Colorado
76. Teller, County of, Colorado
77. Thornton, City of, Colorado
78. Westminster, City of, Colorado
79. Wheat Ridge, City of, Colorado
80. Yuma, County of, Colorado
81. Escambia, County of, Florida
82. Pensacola, City of, Florida
83. Albany, City of, Georgia
84. Appling, County of, Georgia
85. Athens-Clarke, County of, Georgia
86. Atlanta, City of, Georgia
87. Augusta, City of, Georgia
88. Bainbridge, City of, Georgia
89. Bainbridge and Decatur County Hospital Authority, Georgia
90. Baldwin, County of/ Baldwin (Sheriff of) County of, Georgia
91. Banks, County of, Georgia
92. Bartow, County of, Georgia
93. Ben Hill, County of, Georgia
94. Bibb, County of, Georgia
95. Brantley, County of, Georgia
96. Bullock, County of, Georgia
97. Burke, County of, Georgia
202
5 98. Butts, County of, Georgia
99. Camden, County of, Georgia
100. Candler, County of, Georgia
101. Candler County Hospital Authority, Georgia
102. Cartersville, City of, Georgia
103. Charlton, County of, Georgia
104. Chattooga, County of, Georgia
105. Cherokee, County of, Georgia
106. Clay, County of, Georgia
107. Clayton, County of, Georgia
108. Clinch, County of, Georgia
109. Clinch County Hospital Authority, Georgia
110. Columbia, County of, Georgia
111. Cobb, County of, Georgia
112. Cook, County of, Georgia
113. Crisp, County of, Georgia
114. Dawson, County of, Georgia
115. Decatur, County of, Georgia
116. Dekalb, County of, Georgia
117. Dooly, County of, Georgia
118. Dougherty, County of , Georgia
119. Early, County of, Georgia
120. Effingham, County of, Georgia
121. Elbert, County of, Georgia
122. Emanuel, County of, Georgia
203
6 123. Evans, County of, Georgia
124. Fayette, County of, Georgia
125. Fitzgerald, City of, Georgia
126. Floyd, County of, Georgia
127. Forsyth, County of, Georgia
128. Fulton, County of, Georgia
129. Gainesville, City of, Georgia
130. Glascock, County of, Georgia
131. Greene, County of, Georgia
132. Gwinnett, County of, Georgia
133. Habersham, County of, Georgia
134. Hall, County of, Georgia
135. Hancock, County of, Georgia
136. Henry, County of, Georgia
137. Houston, County of, Georgia
138. Houston, County of/Houston (Sheriff of) County of, Georgia 139. Irwin, County of, Georgia
140. Jackson, County of, Georgia
141. Jasper, County of, Georgia
142. Jeff Davis, County of, Georgia
143. Jefferson, County of, Georgia
144. Johnson, County of, Georgia
145. Jones, County of, Georgia
146. Laurens, County of, Georgia
147. Lee, County of, Georgia
204
7 148. Liberty, County of, Georgia
149. Lincoln, County of, Georgia
150. Long, County of, Georgia
151. Lumpkin, County of, Georgia
152. Macon-Bibb, County of, Georgia
153. Madison, County of, Georgia
154. McDuffie, County of, Georgia
155. McIntosh, County of, Georgia
156. Milledgeville, City of, Georgia
157. Montgomery, County of, Georgia
158. Newton, County of, Georgia
159. Oconee, County of, Georgia
160. Oglethorpe, County of, Georgia
161. Pike, County of, Georgia
162. Polk, County of, Georgia
163. Pulaski, County of, Georgia
164. Rabun, County of, Georgia
165. Randolph, County of, Georgia
166. Rockdale, County of, Georgia
167. Rome, City of, Georgia
168. Savannah, City of, Georgia
169. Screven, County of, Georgia
170. Seminole, County of, Georgia
171. Spalding, County of, Georgia
172. Springfield, City of, Georgia
205
8 173. Stephens, County of, Georgia
174. Sumter, County of, Georgia
175. Taliaferro, County of, Georgia
176. Tattnall, County of, Georgia
177. Tifton, City of, Georgia
178. Toombs, County of, Georgia
179. Towns, County of, Georgia
180. Troup, County of, Georgia
181. Twiggs, County of, Georgia
182. Union, County of, Georgia
183. Walton, County of, Georgia
184. Ware, County of/Ware, (Sheriff of) County of, Georgia 185. Warren, County of, Georgia
186. Washington, County of, Georgia
187. Wayne, County of, Georgia
188. Whitfield, County of, Georgia
189. Wilkes, County of, Georgia
190. Worth, County of, Georgia
191. Adams, County of, Idaho
192. Bingham, County of, Idaho
193. Blaine, County of, Idaho
194. Boise, County of, Idaho
195. Bonneville, County of, Idaho
196. Canyon, County of, Idaho
197. Caribou, County of, Idaho
206
9 198. Cassia, County of, Idaho
199. Elmore, County of, Idaho
200. Latah, County of, Idaho
201. Minidoka, County of, Idaho
202. Owyhee, County of, Idaho
203. Payette, County of, Idaho
204. Boone, County of, Illinois
205. Bureau, County of, Illinois
206. Champaign, County of, Illinois
207. Christian, County of, Illinois
208. Cook, County of, Illinois
209. Dekalb, County of, Illinois
210. Dupage, County of, Illinois
211. Franklin, County of, Illinois
212. Henry, County of, Illinois
213. Herrin, City of, Illinois
214. Jefferson, County of, Illinois
215. Kane, County of, Illinois
216. Kankakee, County of, Illinois
217. Kendall, County of, Illinois
218. Logan, County of, Illinois
219. Macon, County of, Illinois
220. Macoupin, County of, Illinois
221. Marion, City of, Illinois
222. Mchenry, County of, Illinois
207
10 223. Platt, County of, Illinois
224. Putnam, County of, Illinois
225. Rockford, City of, Illinois
226. Rock Island, County of, Illinois
227. Saline, County of, Illinois
228. Sangamon, County of, Illinois
229. Stephenson, County of, Illinois
230. West Frankfort, City of, Illinois
231. Will, County of, Illinois
232. Winnebago, County of, Illinois
233. Alexandria, City of, Indiana
234. Allen, County of, Indiana
235. Bloomington, City of, Indiana
236. Benton, County of, Indiana
237. Connersville, City of, Indiana
238. Danville, Town of, Indiana
239. Delaware, County of, Indiana
240. Elwood, City of, Indiana
241. Fayette, County of, Indiana
242. Franklin, City of, Indiana
243. Franklin, County of, Indiana
244. Huntington, City of, Indiana
245. Jackson, County of, Indiana
246. Jeffersonville, City of, Indiana
247. Jennings, County of, Indiana
208
11 248. Lafayette, City of, Indiana
249. Lawrence, City of, Indiana
250. Lawrence, County of, Indiana
251. Madison, County of, Indiana
252. Martinsville, City of, Indiana
253. Mooresville, Town of, Indiana
254. Morgan, County of, Indiana
255. New Albany, City of, Indiana
256. New Castle, City of, Indiana
257. Noblesville, City of, Indiana
258. Pendleton, Town of, Indiana
259. Peru, City of, Indiana
260. Plainfield, Town of, Indiana
261. Richmond, City of, Indiana
262. Ripley, County of, Indiana
263. Seymour, City of, Indiana
264. Sheridan, Town of, Indiana
265. South Bend, City of, Indiana
266. Terre Haute, City of, Indiana
267. Tippecanoe, County of, Indiana
268. Vigo, County of, Indiana
269. Westfield, City of, Indiana
270. West Lafayette, City of, Indiana
271. Zionsville, Town of, Indiana
272. Barber, County of, Kansas
209
12 273. Cowley, County of, Kansas
274. Finney, County of, Kansas
275. Ford, County of, Kansas
276. Harvey, County of, Kansas
277. Johnson, County of, Kansas
278. Leavenworth, County of, Kansas
279. Pratt, County of, Kansas
280. Reno, County of, Kansas
281. Sedgwick, County of, Kansas
282. Seward, County of, Kansas
283. Witchita, City of, Kansas
284. Anderson, County of, Kentucky
285. Bell, County of, Kentucky
286. Bellefonte, City of, Kentucky
287. Boone, County of, Kentucky
288. Boyd, County of, Kentucky
289. Boyle, County of, Kentucky
290. Breckinridge, County of, Kentucky
291. Bullitt, County of, Kentucky
292. Campbell, County of, Kentucky
293. Christian, County of, Kentucky
294. Clark, County of, Kentucky
295. Covington, City of, Kentucky
296. Franklin, County of, Kentucky
297. Green, County of, Kentucky
210
13 298. Greenup, City of, Kentucky
299. Hardin, County of, Kentucky
300. Henderson, City of, Kentucky
301. Hopkins, County of, Kentucky
302. Jenkins, City of, Kentucky
303. Jessamine, County of, Kentucky
304. Kenton, County of, Kentucky
305. Kentucky River District Health Department, Kentucky 306. Laurel, County of, Kentucky
307. Lexington, City of, Kentucky
308. London, City of, Kentucky
309. Louisville/Jefferson, County of, Kentucky
310. Madison, County of, Kentucky
311. McCracken, County of, Kentucky
312. Meade, County of, Kentucky
313. Montgomery, County of, Kentucky
314. Morehead, City of, Kentucky
315. Ohio, County of, Kentucky
316. Oldham, County of, Kentucky
317. Paducah, City of, Kentucky
318. Pineville, City of, Kentucky
319. Powell, County of, Kentucky
320. Pulaski, County of, Kentucky
321. Rowan, County of, Kentucky
322. Russell, City of, Kentucky
211
14 323. Scott, County of, Kentucky
324. Shelby, County of, Kentucky
325. South Shore, City of, Kentucky
326. Vanceburg, City of, Kentucky
327. Wayne, County of, Kentucky
328. Woodford, County of, Kentucky
329. Worthington, City of, Kentucky
330. Allen, Parish of/Allen, (Sheriff of) Parish of, Louisiana 331. Ascension, Parish of/Ascension, (Sheriff of) Parish of, Louisiana 332. Avoyelles, Parish of/Avoyelles, (Sheriff of) Parish of, Louisiana 333. Calcasieu, Parish of/Calcasieu, (Sheriff of) Parish of, Louisiana 334. East Baton Rouge, Parish of/East Baton Rouge, (Sheriff of) Parish of, Louisiana 335. East Carroll, Parish of/East Carroll, (Sheriff of) Parish of, Louisiana 336. Evangeline, Parish of/Evangeline, (Sheriff of) Parish of, Louisiana 337. Jefferson Davis, Parish of/Jefferson Davis, (Sheriff of) Parish of, Louisiana 338. Lafayette, Parish of/Lafayette, (Sheriff of) Parish of, Louisiana 339. Moorehouse, Parish of/Moorehouse, (Sheriff of) Parish of, Louisiana 340. Ouachita, Parish of/Ouachita, (Sheriff of) Parish of, Louisiana 341. Rapides, Parish of/Rapides, (District Attorney of) Parish of, Louisiana 342. Rapids, Parish of/Rapids, (Sheriff of) Parish of, Louisiana 343. Richland, Parish of/Richland, (Sheriff of) Parish of, Louisiana 344. Sabine, Parish of/Sabine, (Sheriff of) Parish of, Louisiana 345. Shreveport, City of, Louisiana
346. Vernon, Parish of/Vernon, (Sheriff of) Parish of, Louisiana 347. Washington, Parish of/Washington, (Sheriff of) Parish of, Louisiana 212
15 348. West Carrol, Parish of/West Carrol, (Sheriff of) Parish of, Louisiana 349. Calvert, County of, Maryland
350. Cambridge, City of, Maryland
351. Dorchester, County of, Maryland
352. Bay, County of, Michigan
353. Branch, County of, Michigan
354. Calhoun, County of, Michigan
355. Canton, Charter Township of, Michigan
356. Clinton, Charter Township of, Michigan
357. Eaton, County of, Michigan
358. Huron, Charter Township of, Michigan
359. Kalamazoo, County of, Michigan
360. Livonia, City of, Michigan
361. Monroe, County of, Michigan
362. Muskegon, County of, Michigan
363. Northville, Charter Township of, Michigan
364. Pittsfield, Charter Township of, Michigan
365. Pontiac, City of, Michigan
366. Romulus, City of, Michigan
367. Van Buren, Charter Township of, Michigan
368. Arcola, Town of, Mississippi
369. Bolivar, County of, Mississippi
370. Desoto, County of, Mississippi
371. Hinds, County of, Mississippi
372. Jackson, City of, Mississippi
213
16 373. Lafayette, County of, Mississippi
374. Laurel, City of, Mississippi
375. Madison, County of, Mississippi
376. Mound Bayou, City of, Mississippi
377. Audrain, County of, Missouri
378. Boone, County of, Missouri
379. Callaway, County of, Missouri
380. Chariton, County of, Missouri
381. Cole, County of, Missouri
382. Douglas, County of, Missouri
383. Gasconade, County of, Missouri
384. Jackson, County of, Missouri
385. Kansas City, City of, Missouri
386. Knox, County of, Missouri
387. Lewis, County of, Missouri
388. Maries, County of, Missouri
389. Miller, County of, Missouri
390. Moniteau, County of, Missouri
391. Montgomery, County of, Missouri
392. Osage, County of, Missouri
393. Ozark, County of, Missouri
394. Pemiscot, County of, Missouri
395. Phelps, County of, Missouri
396. Pulaski, County of, Missouri
397. Randolph, County of, Missouri
214
17 398. Reynolds, County of, Missouri
399. Ripley, County of, Missouri
400. Schyuler, County of, Missouri
401. Shannon, County of, Missouri
402. Shelby, County of, Missouri
403. St. Charles, County of, Missouri
404. St. Louis, County of, Missouri
405. Warren, County of, Missouri
406. Webster, County of, Missouri
407. Wright, County of, Missouri
408. Douglas, County of, Nebraska
409. Clark, County of, Nevada
410. Douglas, County of, Nevada
411. Fernley, City of, Nevada
412. Lyon, County of, Nevada
413. Nye, County of, Nevada
414. West Wendover, City of, Nevada
415. Cabarrus, County of, North Carolina
416. Cleveland, County of, North Carolina
417. Davidson, County of, North Carolina
418. Durham, County of, North Carolina
419. Iredell, County of, North Carolina
420. Mecklenburg, County of, North Carolina
421. Athens, County of, Ohio
422. Auglaize, County of, Ohio
215
18 423. Belmont, County of, Ohio
424. Brown, County of, Ohio
425. Butler, County of, Ohio
426. Champaign, County of, Ohio
427. Cincinnati, City of, Ohio
428. Clermont, County of, Ohio
429. Cleveland, City of, Ohio
430. Clinton, County of, Ohio
431. Crawford, County of, Ohio
432. Cuyahoga, County of, Ohio
433. Dayton, City of, Ohio
434. Delaware, County of, Ohio
435. Drake, County of, Ohio
436. Erie, County of, Ohio
437. Fairfield, City of, Ohio
438. Fairfield, County of, Ohio
439. Fayette, County of, Ohio
440. Finlay, City of, Ohio
441. Franklin, County of, Ohio
442. Fulton, County of, Ohio
443. Hamilton, City of, Ohio
444. Hamilton, County of, Ohio
445. Hancock, County of, Ohio
446. Hocking, County of, Ohio
447. Ironton, City of, Ohio
216
19 448. Jackson, County of, Ohio
449. Jefferson, County of, Ohio
450. Knox, County of, Ohio
451. Lawrence, County of, Ohio
452. Lebanon, City of, Ohio
453. Licking, County of, Ohio
454. Logan, County of, Ohio
455. Lucas, County of, Ohio
456. Marion, County of, Ohio
457. Meigs, County of, Ohio
458. Mental Health and Recovery Services Board of Allen County, Ohio 459. Mental Health and Recovery Services Board of Auglaize County, Ohio 460. Mental Health and Recovery Services Board of Hardin County, Ohio 461. Middletown, City of, Ohio
462. Montgomery, County of, Ohio
463. Morrow, County of, Ohio
464. Muskingum, County of, Ohio
465. Noble, County of, Ohio
466. Ottawa, County of, Ohio
467. Perry, County of, Ohio
468. Pike, County of, Ohio
469. Portsmouth, City of, Ohio
470. Ross, County of, Ohio
471. Sandusky, County of, Ohio
472. Sciota, County of, Ohio
217
20 473. Seneca, County of, Ohio
474. Shelby, County of, Ohio
475. St. Mary’s, City of, Ohio
476. Summit, County of, Ohio
477. Toledo, City of, Ohio
478. Washington, County of, Ohio
479. Clackamas, County of, Oregon
480. Clatsop, County of, Oregon
481. Columbia, County of, Oregon
482. Coos, County of, Oregon
483. Curry, County of, Oregon
484. Jackson, County of, Oregon
485. Josephine, County of, Oregon
486. Lane, County of, Oregon
487. Multnomah, County of, Oregon
488. Portland, City of, Oregon
489. Washington, County of, Oregon
490. Yarnhill, County of, Oregon
491. Abbeville, County of, South Carolina
492. Allendale, County of, South Carolina
493. Anderson, County of, South Carolina
494. Bamberg, County of, South Carolina
495. Barnwell, County of, South Carolina
496. Beaufort, County of, South Carolina
497. Calhoun, County of, South Carolina
218
21 498. Charleston, City of, South Carolina
499. Cherokee, County of, South Carolina
500. Chester, County of, South Carolina
501. Chesterfield, County of, South Carolina
502. Clarendon, County of, South Carolina
503. Colleton, County of, South Carolina
504. Dillon, County of, South Carolina
505. Dorchester, County of, South Carolina
506. Edgefield, County of, South Carolina
507. Fairfield, County of, South Carolina
508. Florence, County of, South Carolina
509. Greenwood, County of, South Carolina
510. Greenville, County of, South Carolina
511. Hampton, County of, South Carolina
512. Horry, County of, South Carolina
513. Jasper, County of, South Carolina
514. Kershaw, County of, South Carolina
515. Laurens, County of, South Carolina
516. Lee, County of, South Carolina
517. Lexington, County of, South Carolina
518. Marion, County of, South Carolina
519. Marlboro, County of, South Carolina
520. McCormick, County of, South Carolina
521. Mt. Pleasant, Town of, South Carolina
522. Newberry, County of, South Carolina
219
22 523. North Charleston, City of, South Carolina
524. Oconee, County of, South Carolina
525. Orangeburg, County of, South Carolina
526. Pickens, County of, South Carolina
527. Saluda, County of, South Carolina
528. Spartanburg, County of, South Carolina
529. Summerville, Town of, South Carolina
530. Sumter, County of, South Carolina
531. Union, County of, South Carolina
532. Williamsburg, County of, South Carolina
533. York, County of, South Carolina
534. Arlington, Town of, Tennessee
535. Davidson, County of, Tennessee
536. Madison, County of, Tennessee
537. Memphis, City of, Tennessee
538. Montgomery, County of, Tennessee
539. Nashville, County of, Tennessee
540. Rutherford, County of, Tennessee
541. Shelby, County of, Tennessee
542. Washington, County of, Tennessee
543. Williamson, County of, Tennessee
544. Brazos, County of, Texas
545. Dallas, County of, Texas
546. Kaufman, County of, Texas
547. Lamar, County of, Texas
220
23 548. Montgomery, County of, Texas
549. Rusk, County of, Texas
550. San Antonio, City of, Texas
551. Tarrant, County of, Texas
552. Beaver, County of, Utah
553. Cache, County of, Utah
554. Daggett, County of, Utah
555. Duchesne, County of, Utah
556. Emery, County of, Utah
557. Garfield, County of, Utah
558. Juab ,County of, Utah
559. Kane, County of, Utah
560. Piute, County of, Utah
561. Rich, County of, Utah
562. Salt Lake, County of, Utah
563. Sevier, County of, Utah
564. Summit, County of, Utah
565. Tooele, County of, Utah
566. Tricounty Health Department, Utah
567. Uintah, County of, Utah
568. Utah, County of, Utah
569. Wasatch, County of, Utah
570. Washington, County of, Utah
571. Wayne, County of, Utah
572. Weber, County of, Utah
221
24 573. Danville, City of, Virginia
574. Norfolk, City of, Virginia
575. Richmond, City of, Virginia
576. Scott, County of, Virginia
577. Virginia Beach, City of, Virginia
578. Wise, County of, Virginia
579. Clark, County of, Washington
580. Jefferson, County of, Washington
581. Kittitas, County of, Washington
582. Vancouver, City of, Washington
583. Adams, County of, Wisconsin
584. Ashland, County of, Wisconsin
585. Barron, County of, Wisconsin
586. Bayfield, County of, Wisconsin
587. Brown, County of, Wisconsin
588. Buffalo, County of, Wisconsin
589. Burnett, County of, Wisconsin
590. Calumet, County of, Wisconsin
591. Chippewa, County of, Wisconsin
592. Clark, County of, Wisconsin
593. Columbia, County of, Wisconsin
594. Crawford, County of, Wisconsin
595. Dodge, County of, Wisconsin
596. Door, County of, Wisconsin
597. Douglas, County of, Wisconsin
222
25 598. Dunn, County of, Wisconsin
599. Eau Claire, County of, Wisconsin
600. Florence, County of, Wisconsin
601. Fond Du Lac, County of, Wisconsin
602. Forest, County of, Wisconsin
603. Grant, County of, Wisconsin
604. Green, County of, Wisconsin
605. Green Lake, County of, Wisconsin
606. Iowa, County of, Wisconsin
607. Iron, County of, Wisconsin
608. Jackson, County of, Wisconsin
609. Jefferson, County of, Wisconsin
610. Juneau, County of, Wisconsin
611. Kenosha, County of, Wisconsin
612. Kewaunee, County of, Wisconsin
613. La Crosse, County of, Wisconsin
614. Lafayette, County of, Wisconsin
615. Langlade, County of, Wisconsin
616. Lincoln, County of, Wisconsin
617. Manitowoc, County of, Wisconsin
618. Marathon, County of, Wisconsin
619. Marinette, County of, Wisconsin
620. Marquette, County of, Wisconsin
621. Menominee, County of, Wisconsin
622. Monroe, County of, Wisconsin
223
26 623. Oconto, County of, Wisconsin
624. Oneida, County of, Wisconsin
625. Outagamie, County of, Wisconsin
626. Ozaukee, County of, Wisconsin
627. Pepin, County of, Wisconsin
628. Pierce, County of, Wisconsin
629. Portage, County of, Wisconsin
630. Price, County of, Wisconsin
631. Racine, County of, Wisconsin
632. Richland, County of, Wisconsin
633. Rock, County of, Wisconsin
634. Rusk, County of, Wisconsin
635. Sauk, County of, Wisconsin
636. Sawyer, County of, Wisconsin
637. Sheboygan, County of, Wisconsin
638. Shawano, County of, Wisconsin
639. St. Croix, County of, Wisconsin
640. Trempealeau, County of, Wisconsin
641. Vernon, County of, Wisconsin
642. Washburn, County of, Wisconsin
643. Washington, County of, Wisconsin
644. Waupaca, County of, Wisconsin
645. Waushara, County of, Wisconsin
646. Winnebago, County of, Wisconsin
647. Wood, County of, Wisconsin
224
D-1
EXHIBIT D
[Intentionally Omitted]
225
E-1
EXHIBIT E
List of Opioid Remediation Uses
Schedule A
Core Strategies
Settling States and Participating Subdivisions listed on Exhibit G may choose from among the abatement strategies listed in Schedule B. However, priority may be given to the following core abatement strategies (“Core Strategies”).1
A. NALOXONE OR OTHER FDA-APPROVED DRUG TO
REVERSE OPIOID OVERDOSES
1. Expand training for first responders, schools, community support groups and families; and
2. Increase distribution to individuals who are uninsured or whose insurance does not cover the needed service.
B. MEDICATION-ASSISTED TREATMENT (“MAT”)
DISTRIBUTION AND OTHER OPIOID-RELATED
TREATMENT
1. Increase distribution of MAT to individuals who are
uninsured or whose insurance does not cover the needed
service;
2. Provide education to school-based and youth-focused
programs that discourage or prevent misuse;
3. Provide MAT education and awareness training to
healthcare providers, EMTs, law enforcement, and other
first responders; and
4. Provide treatment and recovery support services such as residential and inpatient treatment, intensive outpatient treatment, outpatient therapy or counseling, and recovery housing that allow or integrate medication and with other support services.
1 As used in this Schedule A, words like “expand,” “fund,” “provide” or the like shall not indicate a preference for new or existing programs.
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C. PREGNANT & POSTPARTUM WOMEN
1. Expand Screening, Brief Intervention, and Referral to Treatment (“SBIRT”) services to non-Medicaid eligible or uninsured pregnant women;
2. Expand comprehensive evidence-based treatment and
recovery services, including MAT, for women with co-
occurring Opioid Use Disorder (“OUD”) and other
Substance Use Disorder (“SUD”)/Mental Health disorders
for uninsured individuals for up to 12 months postpartum; and
3. Provide comprehensive wrap-around services to individuals with OUD, including housing, transportation, job
placement/training, and childcare.
D. EXPANDING TREATMENT FOR NEONATAL
ABSTINENCE SYNDROME (“NAS”)
1. Expand comprehensive evidence-based and recovery
support for NAS babies;
2. Expand services for better continuum of care with infant- need dyad; and
3. Expand long-term treatment and services for medical
monitoring of NAS babies and their families.
E. EXPANSION OF WARM HAND-OFF PROGRAMS AND
RECOVERY SERVICES
1. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments;
2. Expand warm hand-off services to transition to recovery services;
3. Broaden scope of recovery services to include co-occurring SUD or mental health conditions;
4. Provide comprehensive wrap-around services to individuals in recovery, including housing, transportation, job
placement/training, and childcare; and
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5. Hire additional social workers or other behavioral health workers to facilitate expansions above.
F. TREATMENT FOR INCARCERATED POPULATION
1. Provide evidence-based treatment and recovery support, including MAT for persons with OUD and co-occurring
SUD/MH disorders within and transitioning out of the
criminal justice system; and
2. Increase funding for jails to provide treatment to inmates with OUD.
G. PREVENTION PROGRAMS
1. Funding for media campaigns to prevent opioid use (similar to the FDA’s “Real Cost” campaign to prevent youth from
misusing tobacco);
2. Funding for evidence-based prevention programs in schools;
3. Funding for medical provider education and outreach regarding best prescribing practices for opioids consistent with the CDC guidelines, including providers at hospitals (academic
detailing);
4. Funding for community drug disposal programs; and
5. Funding and training for first responders to participate in pre- arrest diversion programs, post-overdose response teams, or similar strategies that connect at-risk individuals to behavioral health services and supports.
H. EXPANDING SYRINGE SERVICE PROGRAMS
1. Provide comprehensive syringe services programs with more wrap-around services, including linkage to OUD
treatment, access to sterile syringes and linkage to care and treatment of infectious diseases.
I. EVIDENCE-BASED DATA COLLECTION AND
RESEARCH ANALYZING THE EFFECTIVENESS OF THE
ABATEMENT STRATEGIES WITHIN THE STATE
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Schedule B
Approved Uses
Support treatment of Opioid Use Disorder (OUD) and any co-occurring Substance Use Disorder or Mental Health (SUD/MH) conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:
PART ONE: TREATMENT
A. TREAT OPIOID USE DISORDER (OUD)
Support treatment of Opioid Use Disorder (“OUD”) and any co-occurring Substance Use Disorder or Mental Health (“SUD/MH”) conditions through evidence-based or evidence- informed programs or strategies that may include, but are not limited to, those that:2
1. Expand availability of treatment for OUD and any co-occurring SUD/MH conditions, including all forms of Medication-Assisted Treatment (“MAT”) approved by the U.S.
Food and Drug Administration.
2. Support and reimburse evidence-based services that adhere to the American Society of Addiction Medicine (“ASAM”) continuum of care for OUD and any co-occurring SUD/MH conditions.
3. Expand telehealth to increase access to treatment for OUD and any co-occurring SUD/MH conditions, including MAT, as well as counseling, psychiatric support, and other treatment and recovery support services.
4. Improve oversight of Opioid Treatment Programs (“OTPs”) to assure evidence-based or evidence-informed practices such as adequate methadone dosing and low threshold approaches to treatment.
5. Support mobile intervention, treatment, and recovery services, offered by qualified professionals and service providers, such as peer recovery coaches, for persons with OUD and any co-occurring SUD/MH conditions and for persons who have experienced an opioid overdose.
6. Provide treatment of trauma for individuals with OUD (e.g., violence, sexual assault, human trafficking, or adverse childhood experiences) and family members (e.g., surviving family members after an overdose or overdose fatality), and training of health care personnel to identify and address such trauma.
2 As used in this Schedule B, words like “expand,” “fund,” “provide” or the like shall not indicate a preference for new or existing programs.
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7. Support evidence-based withdrawal management services for people with OUD and any co-occurring mental health conditions.
8. Provide training on MAT for health care providers, first responders, students, or other supporting professionals, such as peer recovery coaches or recovery outreach specialists, including telementoring to assist community-based providers in rural or underserved areas.
9. Support workforce development for addiction professionals who work with persons with OUD and any co-occurring SUD/MH conditions.
10. Offer fellowships for addiction medicine specialists for direct patient care, instructors, and clinical research for treatments.
11. Offer scholarships and supports for behavioral health practitioners or workers involved in addressing OUD and any co-occurring SUD/MH or mental health conditions, including, but not limited to, training, scholarships, fellowships, loan repayment programs, or other incentives for providers to work in rural or underserved areas.
12. Provide funding and training for clinicians to obtain a waiver under the federal Drug Addiction Treatment Act of 2000 (“DATA 2000”) to prescribe MAT for OUD, and provide technical assistance and professional support to clinicians who have obtained a DATA 2000 waiver.
13. Disseminate web-based training curricula, such as the American Academy of Addiction Psychiatry’s Provider Clinical Support Service–Opioids web-based training curriculum and motivational interviewing.
14. Develop and disseminate new curricula, such as the American Academy of Addiction Psychiatry’s Provider Clinical Support Service for Medication–Assisted Treatment.
B. SUPPORT PEOPLE IN TREATMENT AND RECOVERY
Support people in recovery from OUD and any co-occurring SUD/MH conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the programs or strategies that:
1. Provide comprehensive wrap-around services to individuals with OUD and any co- occurring SUD/MH conditions, including housing, transportation, education, job placement, job training, or childcare.
2. Provide the full continuum of care of treatment and recovery services for OUD and any co-occurring SUD/MH conditions, including supportive housing, peer support 230
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services and counseling, community navigators, case management, and connections to community-based services.
3. Provide counseling, peer-support, recovery case management and residential treatment with access to medications for those who need it to persons with OUD and any co-occurring SUD/MH conditions.
4. Provide access to housing for people with OUD and any co-occurring SUD/MH conditions, including supportive housing, recovery housing, housing assistance programs, training for housing providers, or recovery housing programs that allow or integrate FDA-approved mediation with other support services.
5. Provide community support services, including social and legal services, to assist in deinstitutionalizing persons with OUD and any co-occurring SUD/MH conditions.
6. Support or expand peer-recovery centers, which may include support groups, social events, computer access, or other services for persons with OUD and any co- occurring SUD/MH conditions.
7. Provide or support transportation to treatment or recovery programs or services for persons with OUD and any co-occurring SUD/MH conditions.
8. Provide employment training or educational services for persons in treatment for or recovery from OUD and any co-occurring SUD/MH conditions.
9. Identify successful recovery programs such as physician, pilot, and college recovery programs, and provide support and technical assistance to increase the number and capacity of high-quality programs to help those in recovery.
10. Engage non-profits, faith-based communities, and community coalitions to support people in treatment and recovery and to support family members in their efforts to support the person with OUD in the family.
11. Provide training and development of procedures for government staff to appropriately interact and provide social and other services to individuals with or in recovery from OUD, including reducing stigma.
12. Support stigma reduction efforts regarding treatment and support for persons with OUD, including reducing the stigma on effective treatment.
13. Create or support culturally appropriate services and programs for persons with OUD and any co-occurring SUD/MH conditions, including new Americans.
14. Create and/or support recovery high schools.
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15. Hire or train behavioral health workers to provide or expand any of the services or supports listed above.
C. CONNECT PEOPLE WHO NEED HELP TO THE HELP THEY NEED
(CONNECTIONS TO CARE)
Provide connections to care for people who have—or are at risk of developing—OUD and any co-occurring SUD/MH conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:
1. Ensure that health care providers are screening for OUD and other risk factors and know how to appropriately counsel and treat (or refer if necessary) a patient for OUD treatment.
2. Fund SBIRT programs to reduce the transition from use to disorders, including SBIRT services to pregnant women who are uninsured or not eligible for Medicaid.
3. Provide training and long-term implementation of SBIRT in key systems (health, schools, colleges, criminal justice, and probation), with a focus on youth and young adults when transition from misuse to opioid disorder is common.
4. Purchase automated versions of SBIRT and support ongoing costs of the technology.
5. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments.
6. Provide training for emergency room personnel treating opioid overdose patients on post-discharge planning, including community referrals for MAT, recovery case management or support services.
7. Support hospital programs that transition persons with OUD and any co-occurring SUD/MH conditions, or persons who have experienced an opioid overdose, into clinically appropriate follow-up care through a bridge clinic or similar approach.
8. Support crisis stabilization centers that serve as an alternative to hospital emergency departments for persons with OUD and any co-occurring SUD/MH conditions or persons that have experienced an opioid overdose.
9. Support the work of Emergency Medical Systems, including peer support specialists, to connect individuals to treatment or other appropriate services following an opioid overdose or other opioid-related adverse event.
10. Provide funding for peer support specialists or recovery coaches in emergency departments, detox facilities, recovery centers, recovery housing, or similar settings; offer services, supports, or connections to care to persons with OUD and any co- 232
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occurring SUD/MH conditions or to persons who have experienced an opioid overdose.
11. Expand warm hand-off services to transition to recovery services.
12. Create or support school-based contacts that parents can engage with to seek immediate treatment services for their child; and support prevention, intervention, treatment, and recovery programs focused on young people.
13. Develop and support best practices on addressing OUD in the workplace.
14. Support assistance programs for health care providers with OUD.
15. Engage non-profits and the faith community as a system to support outreach for treatment.
16. Support centralized call centers that provide information and connections to appropriate services and supports for persons with OUD and any co-occurring SUD/MH conditions.
D. ADDRESS THE NEEDS OF CRIMINAL JUSTICE-INVOLVED PERSONS Address the needs of persons with OUD and any co-occurring SUD/MH conditions who are involved in, are at risk of becoming involved in, or are transitioning out of the criminal justice system through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:
1. Support pre-arrest or pre-arraignment diversion and deflection strategies for persons with OUD and any co-occurring SUD/MH conditions, including established strategies such as:
1. Self-referral strategies such as the Angel Programs or the Police Assisted Addiction Recovery Initiative (“PAARI”);
2. Active outreach strategies such as the Drug Abuse Response Team (“DART”) model;
3. “Naloxone Plus” strategies, which work to ensure that individuals who have received naloxone to reverse the effects of an overdose are then linked to treatment programs or other appropriate services;
4. Officer prevention strategies, such as the Law Enforcement Assisted Diversion (“LEAD”) model;
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5. Officer intervention strategies such as the Leon County, Florida Adult Civil Citation Network or the Chicago Westside Narcotics Diversion to Treatment Initiative; or
6. Co-responder and/or alternative responder models to address OUD-related 911 calls with greater SUD expertise.
2. Support pre-trial services that connect individuals with OUD and any co-occurring SUD/MH conditions to evidence-informed treatment, including MAT, and related services.
3. Support treatment and recovery courts that provide evidence-based options for persons with OUD and any co-occurring SUD/MH conditions.
4. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co- occurring SUD/MH conditions who are incarcerated in jail or prison.
5. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co- occurring SUD/MH conditions who are leaving jail or prison or have recently left jail or prison, are on probation or parole, are under community corrections supervision, or are in re-entry programs or facilities.
6. Support critical time interventions (“CTI”), particularly for individuals living with dual-diagnosis OUD/serious mental illness, and services for individuals who face immediate risks and service needs and risks upon release from correctional settings.
7. Provide training on best practices for addressing the needs of criminal justice- involved persons with OUD and any co-occurring SUD/MH conditions to law enforcement, correctional, or judicial personnel or to providers of treatment, recovery, harm reduction, case management, or other services offered in connection with any of the strategies described in this section.
E. ADDRESS THE NEEDS OF PREGNANT OR PARENTING WOMEN AND
THEIR FAMILIES, INCLUDING BABIES WITH NEONATAL ABSTINENCE
SYNDROME
Address the needs of pregnant or parenting women with OUD and any co-occurring SUD/MH conditions, and the needs of their families, including babies with neonatal abstinence syndrome (“NAS”), through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:
1. Support evidence-based or evidence-informed treatment, including MAT, recovery services and supports, and prevention services for pregnant women—or women who 234
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could become pregnant—who have OUD and any co- occurring SUD/MH conditions, and other measures to educate and provide support to families affected by Neonatal Abstinence Syndrome.
2. Expand comprehensive evidence-based treatment and recovery services, including MAT, for uninsured women with OUD and any co-occurring SUD/MH conditions for up to 12 months postpartum.
3. Provide training for obstetricians or other healthcare personnel who work with pregnant women and their families regarding treatment of OUD and any co-occurring SUD/MH conditions.
4. Expand comprehensive evidence-based treatment and recovery support for NAS babies; expand services for better continuum of care with infant-need dyad; and expand long-term treatment and services for medical monitoring of NAS babies and their families.
5. Provide training to health care providers who work with pregnant or parenting women on best practices for compliance with federal requirements that children born with NAS get referred to appropriate services and receive a plan of safe care.
6. Provide child and family supports for parenting women with OUD and any co- occurring SUD/MH conditions.
7. Provide enhanced family support and child care services for parents with OUD and any co-occurring SUD/MH conditions.
8. Provide enhanced support for children and family members suffering trauma as a result of addiction in the family; and offer trauma-informed behavioral health treatment for adverse childhood events.
9. Offer home-based wrap-around services to persons with OUD and any co-occurring SUD/MH conditions, including, but not limited to, parent skills training.
10. Provide support for Children’s Services—Fund additional positions and services, including supportive housing and other residential services, relating to children being removed from the home and/or placed in foster care due to custodial opioid use.
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PART TWO: PREVENTION
F. PREVENT OVER-PRESCRIBING AND ENSURE APPROPRIATE
PRESCRIBING AND DISPENSING OF OPIOIDS
Support efforts to prevent over-prescribing and ensure appropriate prescribing and dispensing of opioids through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:
1. Funding medical provider education and outreach regarding best prescribing practices for opioids consistent with the Guidelines for Prescribing Opioids for Chronic Pain from the U.S. Centers for Disease Control and Prevention, including providers at hospitals (academic detailing).
2. Training for health care providers regarding safe and responsible opioid prescribing, dosing, and tapering patients off opioids.
3. Continuing Medical Education (CME) on appropriate prescribing of opioids.
4. Providing Support for non-opioid pain treatment alternatives, including training providers to offer or refer to multi-modal, evidence-informed treatment of pain.
5. Supporting enhancements or improvements to Prescription Drug Monitoring Programs (“PDMPs”), including, but not limited to, improvements that:
1. Increase the number of prescribers using PDMPs;
2. Improve point-of-care decision-making by increasing the quantity, quality, or format of data available to prescribers using PDMPs, by improving the interface that prescribers use to access PDMP data, or both; or
3. Enable states to use PDMP data in support of surveillance or intervention strategies, including MAT referrals and follow-up for individuals identified within PDMP data as likely to experience OUD in a manner that complies with all relevant privacy and security laws and rules.
6. Ensuring PDMPs incorporate available overdose/naloxone deployment data, including the United States Department of Transportation’s Emergency Medical Technician overdose database in a manner that complies with all relevant privacy and security laws and rules.
7. Increasing electronic prescribing to prevent diversion or forgery.
8. Educating dispensers on appropriate opioid dispensing. 236
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G. PREVENT MISUSE OF OPIOIDS
Support efforts to discourage or prevent misuse of opioids through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:
1. Funding media campaigns to prevent opioid misuse.
2. Corrective advertising or affirmative public education campaigns based on evidence.
3. Public education relating to drug disposal.
4. Drug take-back disposal or destruction programs.
5. Funding community anti-drug coalitions that engage in drug prevention efforts.
6. Supporting community coalitions in implementing evidence-informed prevention, such as reduced social access and physical access, stigma reduction—including staffing, educational campaigns, support for people in treatment or recovery, or training of coalitions in evidence-informed implementation, including the Strategic Prevention Framework developed by the U.S. Substance Abuse and Mental Health Services Administration (“SAMHSA”).
7. Engaging non-profits and faith-based communities as systems to support prevention.
8. Funding evidence-based prevention programs in schools or evidence-informed school and community education programs and campaigns for students, families, school employees, school athletic programs, parent-teacher and student associations, and others.
9. School-based or youth-focused programs or strategies that have demonstrated effectiveness in preventing drug misuse and seem likely to be effective in preventing the uptake and use of opioids.
10. Create or support community-based education or intervention services for families, youth, and adolescents at risk for OUD and any co-occurring SUD/MH conditions.
11. Support evidence-informed programs or curricula to address mental health needs of young people who may be at risk of misusing opioids or other drugs, including emotional modulation and resilience skills.
12. Support greater access to mental health services and supports for young people, including services and supports provided by school nurses, behavioral health workers or other school staff, to address mental health needs in young people that (when not properly addressed) increase the risk of opioid or another drug misuse. 237
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H. PREVENT OVERDOSE DEATHS AND OTHER HARMS (HARM REDUCTION) Support efforts to prevent or reduce overdose deaths or other opioid-related harms through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:
1. Increased availability and distribution of naloxone and other drugs that treat overdoses for first responders, overdose patients, individuals with OUD and their friends and family members, schools, community navigators and outreach workers, persons being released from jail or prison, or other members of the general public.
2. Public health entities providing free naloxone to anyone in the community.
3. Training and education regarding naloxone and other drugs that treat overdoses for first responders, overdose patients, patients taking opioids, families, schools, community support groups, and other members of the general public.
4. Enabling school nurses and other school staff to respond to opioid overdoses, and provide them with naloxone, training, and support.
5. Expanding, improving, or developing data tracking software and applications for overdoses/naloxone revivals.
6. Public education relating to emergency responses to overdoses.
7. Public education relating to immunity and Good Samaritan laws.
8. Educating first responders regarding the existence and operation of immunity and Good Samaritan laws.
9. Syringe service programs and other evidence-informed programs to reduce harms associated with intravenous drug use, including supplies, staffing, space, peer support services, referrals to treatment, fentanyl checking, connections to care, and the full range of harm reduction and treatment services provided by these programs.
10. Expanding access to testing and treatment for infectious diseases such as HIV and Hepatitis C resulting from intravenous opioid use.
11. Supporting mobile units that offer or provide referrals to harm reduction services, treatment, recovery supports, health care, or other appropriate services to persons that use opioids or persons with OUD and any co-occurring SUD/MH conditions.
12. Providing training in harm reduction strategies to health care providers, students, peer recovery coaches, recovery outreach specialists, or other professionals that provide care to persons who use opioids or persons with OUD and any co-occurring SUD/MH conditions.
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13. Supporting screening for fentanyl in routine clinical toxicology testing.
PART THREE: OTHER STRATEGIES
I. FIRST RESPONDERS
In addition to items in section C, D and H relating to first responders, support the following:
1. Education of law enforcement or other first responders regarding appropriate practices and precautions when dealing with fentanyl or other drugs.
2. Provision of wellness and support services for first responders and others who experience secondary trauma associated with opioid-related emergency events.
J. LEADERSHIP, PLANNING AND COORDINATION
Support efforts to provide leadership, planning, coordination, facilitations, training and technical assistance to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, the following:
1. Statewide, regional, local or community regional planning to identify root causes of addiction and overdose, goals for reducing harms related to the opioid epidemic, and areas and populations with the greatest needs for treatment intervention services, and to support training and technical assistance and other strategies to abate the opioid epidemic described in this opioid abatement strategy list.
2. A dashboard to (a) share reports, recommendations, or plans to spend opioid settlement funds; (b) to show how opioid settlement funds have been spent; (c) to report program or strategy outcomes; or (d) to track, share or visualize key opioid- or health-related indicators and supports as identified through collaborative statewide, regional, local or community processes.
3. Invest in infrastructure or staffing at government or not-for-profit agencies to support collaborative, cross-system coordination with the purpose of preventing overprescribing, opioid misuse, or opioid overdoses, treating those with OUD and any co-occurring SUD/MH conditions, supporting them in treatment or recovery, connecting them to care, or implementing other strategies to abate the opioid epidemic described in this opioid abatement strategy list.
4. Provide resources to staff government oversight and management of opioid abatement programs.
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K. TRAINING
In addition to the training referred to throughout this document, support training to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, those that:
1. Provide funding for staff training or networking programs and services to improve the capability of government, community, and not-for-profit entities to abate the opioid crisis.
2. Support infrastructure and staffing for collaborative cross-system coordination to prevent opioid misuse, prevent overdoses, and treat those with OUD and any co- occurring SUD/MH conditions, or implement other strategies to abate the opioid epidemic described in this opioid abatement strategy list (e.g., health care, primary care, pharmacies, PDMPs, etc.).
L. RESEARCH
Support opioid abatement research that may include, but is not limited to, the following:
1. Monitoring, surveillance, data collection and evaluation of programs and strategies described in this opioid abatement strategy list.
2. Research non-opioid treatment of chronic pain.
3. Research on improved service delivery for modalities such as SBIRT that demonstrate promising but mixed results in populations vulnerable to opioid use disorders.
4. Research on novel harm reduction and prevention efforts such as the provision of fentanyl test strips.
5. Research on innovative supply-side enforcement efforts such as improved detection of mail-based delivery of synthetic opioids.
6. Expanded research on swift/certain/fair models to reduce and deter opioid misuse within criminal justice populations that build upon promising approaches used to address other substances (e.g., Hawaii HOPE and Dakota 24/7).
7. Epidemiological surveillance of OUD-related behaviors in critical populations, including individuals entering the criminal justice system, including, but not limited to approaches modeled on the Arrestee Drug Abuse Monitoring (“ADAM”) system.
8. Qualitative and quantitative research regarding public health risks and harm reduction opportunities within illicit drug markets, including surveys of market participants who sell or distribute illicit opioids.
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9. Geospatial analysis of access barriers to MAT and their association with treatment engagement and treatment outcomes
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Exhibit F
List of Eligible States and Overall Allocation Percentages Alabama 1.6384549059%
Alaska 0.8012984736%
Arizona 5.7122518530%
Arkansas 1.1279238585%
California 10.1861592681%
Colorado 5.8155254204%
Delaware 0.2269125546%
District of Columbia 0.1847806185%
Florida 1.4426834003%
Georgia 4.5952042174%
Idaho 0.7995357547%
Illinois 3.4151077333%
Indiana 3.5880508392%
Kansas 2.0316964506%
Kentucky 4.8514037715%
Louisiana 1.5041900036%
Maryland 1.0834678885%
Michigan 3.4928147567%
Mississippi 0.8854488990%
Missouri 2.0591730911%
Montana 0.3208892888%
Nebraska 0.4282874195%
Nevada 2.2265135156%
North Carolina 3.3369934823%
Ohio 11.2417088689%
Oregon 3.2546133019%
South Carolina 1.5803885360%
Tennessee 3.5805961294%
Texas 6.4611654623%
Utah 3.6774956066%
Virginia 2.3409654830%
Washington 3.9618592158%
Wisconsin 1.8051793884%
Wyoming 0.3412605429%
242
Subdivision Name State BG Entity ID Consolidated State Allocation Abbeville City Alabama 1113 0.0005373276788370600000
Alabaster City Alabama 1206 0.0050906155914419900000
Albertville City Alabama 1179 0.0030073173498551100000
Alexander City Alabama 1222 0.0031021586558805200000
Anniston City Alabama 1037 0.0080101152336446600000
Arab City Alabama 1078 0.0019249341507943800000
Argo Town Alabama 1142 0.0002394095067075490000
Ashland Town Alabama 1058 0.0003903714157458470000
Ashville City Alabama 1204 0.0001799180180480230000
Athens City Alabama 1152 0.0034982234331958100000
Attalla City Alabama 1094 0.0016452490218524000000
Attentus Mouton, Llc
D/B/A Lawrence
Medical Center Alabama 13302 0.0014143420563150100000
Auburn City Alabama 1153 0.0049379760320341900000
Autauga County Alabama 1011 0.0025196509791884800000
Baldwin County Alabama 1010 0.0147023732753838000000
Barbour County Alabama 1007 0.0007277031699063790000
Bay Minette city Alabama 14647 0.0012614031368064400000 Berry Town Alabama 1099 0.0002060389726109660000
Bessemer City Alabama 1124 0.0058643322270761100000
Bibb County Alabama 1022 0.0032904730429154700000
Bibb County Healthcare
Authority Alabama 13312 0.0052488215603591500000
Birmingham City Alabama 1137 0.0418442675390468000000
Blount County Alabama 1028 0.0074378299576171200000
Boaz City Alabama 1100 0.0016593254403001500000
Brent City Alabama 1006 0.0006233303941214890000
Brewton (Al), City Of Alabama 13607 0.0022130588319048500000 Bridgeport City Alabama 1115 0.0000151300231408150000
Brookwood Town Alabama 1225 0.0000696629136886535000
Brundidge City Alabama 1200 0.0001089862331296370000
Bullock County Alabama 1034 0.0006418709145491790000
Butler County Alabama 1031 0.0005373624201936570000
Butler Town Alabama 1053 0.0008203304449912770000
Calera City Alabama 1049 0.0024319709382201200000
Calhoun County Alabama 1039 0.0073004532177505800000
Camp Hill Town Alabama 1224 0.0000607441256104749000
Carbon Hill City Alabama 1226 0.0009325758719295250000
Cedar Bluff Town Alabama 1050 0.0005726177540570260000
Center Point City Alabama 1134 0.0001073160505283720000 Centre City Alabama 1052 0.0014450358825257400000
EXHIBIT G
243
Centreville City Alabama 1027 0.0002291656767950460000
Chambers County Alabama 1044 0.0042645541213545000000
Cherokee County Alabama 1041 0.0030474566041477600000
Cherokee Town Alabama 1064 0.0000837480986469508000
Chickasaw City Alabama 1187 0.0008065098787771530000
Childersburg city Alabama 14650 0.0009673766459869510000 Chilton County Alabama 1048 0.0065834253848867800000
Choctaw County Alabama 1051 0.0012575403525126500000
Clanton City Alabama 1057 0.0016879497206515400000
Clarke County Alabama 1062 0.0024012462668797000000
Clay County Alabama 1055 0.0016558350703616600000
Cleburne County Alabama 1060 0.0020515352257754600000
Cleveland Town Alabama 1030 0.0001274799988344310000
Coffee County Alabama 1059 0.0031178909707642100000
Colbert County Alabama 1063 0.0031838531182613400000
Columbiana City Alabama 14110 0.0005006719760858110000
Conecuh County Alabama 1065 0.0015445396734178300000
Coosa County Alabama 1069 0.0012178647492220600000
Cordova City Alabama 1236 0.0009563175305939320000
Covington County Alabama 1080 0.0045692575726444400000
Crenshaw County Alabama 1076 0.0014376470128801400000
Cullman City Alabama 1072 0.0053795721169973400000
Cullman County Alabama 1073 0.0089679454743356500000
Cullman Regional
Medical Center, Inc.
(Healthcare Authority of
Cullman County) Alabama 13308 0.0043745923357493200000
Dadeville City Alabama 1223 0.0002418310117309230000
Dale County Alabama 1079 0.0024320907471975400000
Dale County Healthcare
Authority Alabama 13313 0.0029945201925755100000
Daleville City Alabama 1083 0.0007752611649175970000
Dallas County Alabama 1085 0.0020683597829357200000
Daphne City Alabama 1015 0.0032129647516618100000
Dauphin Island Town Alabama 1184 0.0004612275489251010000 Dch Health Care
Authority Alabama 13314 0.0203896534839883000000
De Kalb County Alabama 1087 0.0040059258260516800000
Decatur City Alabama 1158 0.0188368966680214000000
Demopolis City Alabama 1168 0.0014633737991542100000
Dora City Alabama 1235 0.0009240281994643420000
Dothan City Alabama 1084 0.0109030734534639000000
Double Springs Town Alabama 1241 0.0008025220905367300000 Douglas Town Alabama 1180 0.0000097275798471816600
244
East Brewton City Alabama 14117 0.0002656781932074230000 Elmore County Alabama 1093 0.0055644997087924300000
Enterprise City Alabama 1061 0.0033245406769430200000
Escambia County Alabama 1096 0.0065163401499834000000
Escambia County
Health Care Authority
d/b/a D.W. McMillan
Memorial Hospital and
Atmore Community
Hospital Alabama 14781 0.0015477293845132500000
Etowah County Alabama 1101 0.0102826912043695000000
Eufaula City Alabama 1021 0.0021259346526420400000
Evergreen City Alabama 1070 0.0004145059439568190000
Fairfield City Alabama 1125 0.0011699106378085200000
Fairhope City Alabama 1019 0.0022328055592461700000
Faunsdale Town Alabama 1169 0.0000027565805374690300
Fayette City Alabama 1104 0.0007882554063416310000
Fayette County Alabama 1097 0.0013876915395781500000
Florence City Alabama 1149 0.0089173419286246200000
Foley City Alabama 1004 0.0034393082614331000000
Fort Deposit Town Alabama 1160 0.0000516071488254435000 Fort Payne City Alabama 1089 0.0058210250156216100000
Franklin County Alabama 1103 0.0028807497174883200000
Fultondale City Alabama 1127 0.0009530547652439880000
Gadsden City Alabama 1102 0.0083652189774752600000
Geneva City Alabama 1110 0.0006639031036576640000
Geneva County Alabama 1107 0.0022068995465343200000
Geneva County Health
Care Authority Alabama 13299 0.0048787124726487900000
Georgiana Town Alabama 1033 0.0001833389052733200000
Geraldine Town Alabama 1098 0.0001101187364175870000
Gilbertown Town Alabama 1056 0.0000201561558522427000
Grant Town Alabama 1177 0.0001702349201247090000
Graysville City Alabama 1126 0.0003683772148497160000
Greene County Alabama 1109 0.0007053609060731260000
Greene County Hospital
Board Alabama 13295 0.0030954587690265000000
Greensboro City Alabama 1112 0.0002495617752877120000
Greenville City Alabama 1036 0.0017114173446900800000
Guin City Alabama 1173 0.0002535375501618350000
Gulf Shores City Alabama 1017 0.0048785192847312600000
Guntersville City Alabama 1178 0.0025418471345126800000 Gurley Town Alabama 1165 0.0000751669835674728000
Hale County Alabama 1116 0.0013189455379552000000
245
Haleyville City Alabama 1175 0.0014259976191105400000
Hamilton City Alabama 1174 0.0009032285168011140000
Hammondville Town Alabama 1091 0.0000490310934680490000 Hartselle City Alabama 1192 0.0006358502699194630000
Headland City Alabama 1117 0.0006278880055472190000
Health Care Authority
Of Clarke County Alabama 14586 0.0010093886866800900000 Health Care Authority
Of The City Of
Huntsville D/B/A
Huntsville Hospital Alabama 13298 0.0303261217443931000000 Healthcare Authority for
Baptist Health, an
affiliate of UAB Health
System d/b/a Baptist
Medical Center East
(Montgomery) Alabama 13319 0.0061909178627385700000
Healthcare Authority for
Baptist Health, an
affiliate of UAB Health
System d/b/a Baptist
Medical Center South
(Montgomery) Alabama 14779 0.0130211153244469000000
Healthcare Authority for
Baptist Health, an
affiliate of UAB Health
System d/b/a Prattville
Baptist Hospital Alabama 14780 0.0018505460879229500000 Helena City Alabama 1139 0.0013940462856652300000
Henagar City Alabama 1090 0.0003432173295907680000
Henry County Alabama 1114 0.0008134656178648090000
Hh Health System-
Athens Limestone, Llc
D/B/A Athens
Limestone Hospital Alabama 13297 0.0021708503564384300000 Hh Health System-
Morgan, Llc D/B/A
Decatur Morgan
Hospital-Decatur Alabama 14778 0.0108542517821921000000 Hh Health System-
Morgan, Llc D/B/A
Decatur Morgan
Hospital-Parkway Alabama 13303 0.0039470005890361300000 246
Hh Health System-
Shoals, Llc D/B/A
Helen Keller Hospital Alabama 13301 0.0056573675758889000000 Homewood City Alabama 1129 0.0040003759755066900000
Hoover City Alabama 1135 0.0141830120728766000000
Houston County Alabama 1119 0.0055870611353892600000
Hueytown City Alabama 1136 0.0019444760015374500000
Huntsville City Alabama 1159 0.0318917672789720000000
Irondale City Alabama 1131 0.0017364096921919800000
Jackson County Alabama 1118 0.0015808077015917300000
Jackson County Health
Care Authority Alabama 13307 0.0031247087184822100000
Jacksonville City Alabama 1040 0.0025009708439632500000 Jasper City Alabama 1233 0.0140982301753567000000
Jefferson County Alabama 1121 0.0550780373047089000000
Jefferson County Board
of Health Alabama 14783 0.0308543617986526000000
Killen Town Alabama 1148 0.0001833161772830230000
Lakeland Community
Hospital HCA Winston
County Alabama 14782 0.0019514849890595100000
Lamar County Alabama 1143 0.0016280419850840000000
Lanett City Alabama 1043 0.0012800105424627200000
Lauderdale County Alabama 1147 0.0047859088932963000000 Lawrence County Alabama 1145 0.0045357831391636400000
Leeds City Alabama 1144 0.0014992359703585200000
Leesburg Town Alabama 1047 0.0001918722915731740000
Leighton Town Alabama 1066 0.0000564699646923073000
Level Plains Town Alabama 1077 0.0000350595484612375000 Limestone County Alabama 1154 0.0058188759217962300000
Lincoln City Alabama 1215 0.0018466222627409300000
Linden City Alabama 1170 0.0001718012033417580000
Locust Fork Town Alabama 1032 0.0000390814286871066000
Louisville Town Alabama 1012 0.0000463180207977203000
Lowndes County Alabama 1161 0.0006941452922326320000
Loxley town Alabama 14648 0.0004113340905680630000
Luverne City Alabama 1081 0.0001532252921863190000
Macon County Alabama 1162 0.0013647706860490400000
Madison City Alabama 1157 0.0047088048355843600000
Madison County Alabama 1163 0.0131238390221929000000
Marengo County Alabama 1166 0.0004980089049941360000
Marion City Alabama 1199 0.0002355243191090390000
Marion County Alabama 1172 0.0022296850061783700000
Marshall County Alabama 1176 0.0074162828487586900000
247
Marshall County Health
Care Authority, Hospital
1 Alabama 13309 0.0029602506041198800000
Marshall County Health
Care Authority, Hospital
2 Alabama 14784 0.0064138762006978900000
Mckenzie Town Alabama 1038 0.0000440552870208508000
Medical West Hospital
Authority Alabama 14588 0.0083442806540712200000
Midfield City Alabama 1128 0.0000038923306811753600
Millbrook City Alabama 1020 0.0024754158163587100000
Mobile City Alabama 1182 0.0322757190115156000000
Mobile County Alabama 1181 0.0276021701591658000000
Mobile County Board
Of Health Alabama 13583 0.0193445993855628000000
Monroe County Alabama 1188 0.0018825776187054500000
Monroe County Health
Care Authority D/B/A
Monroe County
Hospital Alabama 13574 0.0016486682856498200000
Monroeville City Alabama 1190 0.0010619523592114700000
Montgomery City Alabama 1189 0.0177726471583620000000
Montgomery County Alabama 1193 0.0098033322388420700000 Moody City Alabama 1216 0.0003620711715989830000
Morgan County Alabama 1196 0.0031373818458719000000
Moulton City Alabama 1151 0.0013546080275304600000
Mountain Brook City Alabama 1130 0.0035653362663731200000 Munford Town Alabama 1220 0.0002417891272916610000
Muscle Shoals City Alabama 1068 0.0026828019094231400000 Nauvoo Town Alabama 1232 0.0001870510354599970000
New Hope City Alabama 1167 0.0001307908176495750000
Northport City Alabama 1229 0.0042416628142127900000
Oakman Town Alabama 1237 0.0004189836827309340000
Oneonta City Alabama 1025 0.0027040610221759500000
Opelika City Alabama 1155 0.0053658372677751900000
Opp City Alabama 1074 0.0009265286030826040000
Orange Beach City Alabama 1023 0.0029416707967375400000 Oxford City Alabama 1045 0.0035237875519964700000
Ozark City Alabama 1082 0.0029499421617778200000
Parrish Town Alabama 1234 0.0011686245582432800000
Pelham City Alabama 1205 0.0068738196181712000000
Pell City Alabama 1211 0.0044443071991300800000
Perry County Alabama 1194 0.0005087894401632270000
Phenix City Alabama 1156 0.0062594382078864300000
248
Pickens County Alabama 1201 0.0028661898422183900000
Piedmont City Alabama 1046 0.0014348703018369800000
Pike County Alabama 1198 0.0002971580831968590000
Pleasant Grove City Alabama 1133 0.0005168400190120550000 Powell Town Alabama 1088 0.0000530497268381614000
Prattville City Alabama 1008 0.0060331346344409500000
Priceville Town Alabama 1195 0.0001217687795583320000
Prichard City Alabama 1183 0.0011003827933193500000
Ragland Town Alabama 1212 0.0001519801230036110000
Rainbow City Alabama 1095 0.0013460113275433500000
Rainsville City Alabama 1092 0.0018816655769233900000
Randolph County Alabama 1208 0.0017748105799124700000
Red Bay City Alabama 1106 0.0006274639661853890000
Roanoke City Alabama 14118 0.0010908084650638800000
Robertsdale City Alabama 1005 0.0008564458709446050000
Rockford Town Alabama 1075 0.0000588596505292652000
Russell County Alabama 1207 0.0017037596353878100000
Russellville City Alabama 1108 0.0031690084937415400000 Saraland City Alabama 1186 0.0024847953332687700000
Satsuma City Alabama 1185 0.0006260301546832150000
Scottsboro City Alabama 1123 0.0066355520306333000000
Selma City Alabama 1086 0.0026395099581907000000
Semmes (Al), City Of Alabama 13606 0.0004200467033056890000 Sheffield City Alabama 1071 0.0016093939937307600000
Shelby County Alabama 1210 0.0163752907032528000000
Sipsey Town Alabama 1238 0.0003758758282198990000
Slocomb City Alabama 1111 0.0004424009805052420000
Spanish Fort City Alabama 1013 0.0002939683721014420000 Springville City Alabama 1214 0.0005781214992502700000
St Clair County Alabama 1209 0.0103787114437202000000
Sumiton City Alabama 1140 0.0023258714845438000000
Summerdale town Alabama 14649 0.0002450324115070650000
Sumter County Alabama 1213 0.0011813782076557400000
Sweet Water Town Alabama 1171 0.0000030000947192242500
Sylacauga City Alabama 1218 0.0023084021018302500000
Sylacauga Health Care
Authority Alabama 13316 0.0047777735715122200000
Talladega City Alabama 1221 0.0022820288665750100000
Talladega County Alabama 1217 0.0051585677368324200000
Tallapoosa County Alabama 1219 0.0019470098477700100000 Tarrant City Alabama 1132 0.0009199699544539970000
Thomasville City Alabama 1054 0.0008852500271049140000
Tombigbee Health Care
Authority Alabama 13315 0.0020524238901960800000
249
Troy City Alabama 1197 0.0032823721378024100000
Trussville City Alabama 1138 0.0024448154995937700000
Tuscaloosa City Alabama 1227 0.0195122494838196000000
Tuscaloosa County Alabama 1228 0.0101248511560961000000 Tuscumbia City Alabama 1067 0.0008432211027618420000
Tuskegee City Alabama 1164 0.0009179124219609530000
Union Springs City Alabama 1035 0.0004230906305776290000 Uniontown Town Alabama 1202 0.0001814515080219300000
Vance Town Alabama 1029 0.0000962932999198282000
Vernon City Alabama 1146 0.0003170902060018870000
Vestavia Hills City Alabama 1141 0.0030835957321481100000 Walker County Alabama 1230 0.0146359656592768000000
Washington County Alabama 1231 0.0016134379525757700000 Weaver City Alabama 1042 0.0004227639968885020000
West Blocton Town Alabama 1026 0.0004044773805809880000 Wetumpka (Al), City Of Alabama 13605 0.0016601095559654000000 Wilcox County Alabama 1239 0.0008791066513275940000
Winfield City Alabama 1105 0.0019023873350484500000
Woodville Town Alabama 1120 0.0000046128079735951200
Yellow Bluff Town Alabama 1240 0.0000293074188026036000 Anchorage Municipality Alaska 1002 0.4765780000000000000000 Fairbanks City Alaska 1009 0.0512260000000000000000
Fairbanks North Star
Borough Alaska 1001 0.1096270000000000000000
Juneau City And
Borough Alaska 7050 0.0523240000000000000000
Kenai Peninsula
Borough Alaska 1016 0.0949220000000000000000
Ketchikan Gateway
Borough Alaska 1014 0.0224060000000000000000
Kodiak Island Borough Alaska 1003 0.0218390000000000000000 Matanuska-Susitna
Borough Alaska 1018 0.1547260000000000000000
Wasilla City Alaska 1000 0.0163510000000000000000
Apache County Arizona 1814 0.0039074700000000000000
Apache Junction City Arizona 1878 0.0022013400000000000000 Avondale City Arizona 1852 0.0056771400000000000000
Benson City Arizona 1819 0.0006529600000000000000
Bisbee City Arizona 1822 0.0006436850000000000000
Buckeye City Arizona 1855 0.0026647800000000000000
Bullhead City Arizona 1877 0.0064163800000000000000
Camp Verde Town Arizona 1911 0.0004162270000000000000
Carefree Town Arizona 1867 0.0002317200000000000000
250
Casa Grande City Arizona 1895 0.0021251440000000000000
Cave Creek Town Arizona 1865 0.0003475800000000000000
Chandler City Arizona 1853 0.0165679800000000000000
Chino Valley Town Arizona 1916 0.0002917880000000000000 Clarkdale Town Arizona 1914 0.0003089520000000000000
Clifton Town Arizona 1846 0.0001028700000000000000
Cochise County Arizona 1820 0.0117736850000000000000
Coconino County Arizona 1828 0.0120118080000000000000
Colorado City Town Arizona 1880 0.0002987780000000000000 Coolidge City Arizona 1897 0.0006444480000000000000
Cottonwood City Arizona 1913 0.0020982990000000000000
Dewey-Humboldt Town Arizona 1909 0.0006608140000000000000 Douglas City Arizona 1823 0.0015656200000000000000
Duncan Town Arizona 1848 0.0000025200000000000000
Eagar Town Arizona 1815 0.0014255400000000000000
El Mirage City Arizona 1859 0.0022592700000000000000
Eloy City Arizona 1898 0.0134183280000000000000
Flagstaff City Arizona 1829 0.0031143600000000000000
Florence Town Arizona 1901 0.0004564840000000000000
Fountain Hills Town Arizona 1872 0.0009848100000000000000 Fredonia Town Arizona 1827 0.0000523280000000000000
Gila Bend Town Arizona 1875 0.0001737900000000000000
Gila County Arizona 1838 0.0077804460000000000000
Gilbert Town Arizona 1856 0.0099060300000000000000
Glendale City Arizona 1857 0.0152355900000000000000
Globe City Arizona 1839 0.0011682660000000000000
Goodyear City Arizona 1858 0.0044026800000000000000
Graham County Arizona 1842 0.0044764940000000000000
Greenlee County Arizona 1845 0.0007946100000000000000
Guadalupe Town Arizona 1873 0.0000000000000000000000
Hayden Town Arizona 1841 0.0002638020000000000000
Holbrook City Arizona 1882 0.0005756250000000000000
Huachuca City Town Arizona 1830 0.0001688050000000000000 Jerome Town Arizona 1912 0.0000128730000000000000
Kearny Town Arizona 1903 0.0001074080000000000000
Kingman City Arizona 1876 0.0048539180000000000000
La Paz County Arizona 1851 0.0026701710000000000000
Lake Havasu City Arizona 1883 0.0067935260000000000000
Litchfield Park City Arizona 1866 0.0002317200000000000000 Mammoth Town Arizona 1904 0.0000613760000000000000
Marana Town Arizona 1892 0.0038412820000000000000
Maricopa City Arizona 1902 0.0010472280000000000000
Maricopa County Arizona 1854 0.2985132900000000000000
251
Mesa City Arizona 1860 0.0351055800000000000000
Miami Town Arizona 1835 0.0003094820000000000000
Mohave County Arizona 1884 0.0306173980000000000000
Navajo County Arizona 1885 0.0107895150000000000000
Nogales City Arizona 1905 0.0008343500000000000000
Oro Valley Town Arizona 1896 0.0032072840000000000000
Page City Arizona 1833 0.0005756080000000000000
Paradise Valley Town Arizona 1869 0.0019696200000000000000 Parker Town Arizona 1850 0.0001562190000000000000
Patagonia Town Arizona 1908 0.0000247900000000000000
Payson Town Arizona 1837 0.0018466140000000000000
Peoria City Arizona 1874 0.0087474300000000000000
Phoenix City Arizona 1861 0.1232750400000000000000
Pima County Arizona 1890 0.1346126930000000000000
Pima Town Arizona 1844 0.0001596180000000000000
Pinal County Arizona 1899 0.0203346360000000000000
Pinetop-Lakeside Town Arizona 1888 0.0007291250000000000000 Prescott City Arizona 1910 0.0059172890000000000000
Prescott Valley Town Arizona 1915 0.0034714190000000000000 Quartzsite Town Arizona 1849 0.0001839110000000000000
Queen Creek Town Arizona 1870 0.0006372300000000000000
Safford City Arizona 1843 0.0019290770000000000000
Sahuarita Town Arizona 1894 0.0015104070000000000000
San Luis City Arizona 1918 0.0009638400000000000000
Santa Cruz County Arizona 1906 0.0028408600000000000000 Scottsdale City Arizona 1863 0.0231140700000000000000
Sedona City Arizona 1832 0.0006903920000000000000
Show Low City Arizona 1881 0.0014413650000000000000
Sierra Vista City Arizona 1824 0.0030848650000000000000 Snowflake Town Arizona 1887 0.0004512900000000000000
Somerton City Arizona 1922 0.0004497920000000000000
South Tucson City Arizona 1891 0.0005780570000000000000 Springerville Town Arizona 1818 0.0007403700000000000000 St. Johns City Arizona 1821 0.0008266200000000000000
Star Valley Town Arizona 1836 0.0000399700000000000000
Superior Town Arizona 1900 0.0001687840000000000000
Surprise City Arizona 1868 0.0056771400000000000000
Taylor Town Arizona 1889 0.0004113800000000000000
Tempe City Arizona 1864 0.0189431100000000000000
Thatcher Town Arizona 1847 0.0006240920000000000000
Tolleson City Arizona 1862 0.0015641100000000000000
Tombstone City Arizona 1825 0.0002151800000000000000
Tucson City Arizona 1893 0.0427202770000000000000
252
Tusayan Town Arizona 1834 0.0001130960000000000000
Wellton Town Arizona 1917 0.0001224880000000000000
Wickenburg Town Arizona 1879 0.0005793000000000000000
Willcox City Arizona 1826 0.0004433450000000000000
Williams City Arizona 1831 0.0003240960000000000000
Winkelman Town Arizona 1840 0.0000114200000000000000
Winslow City Arizona 1886 0.0009501650000000000000
Yavapai County Arizona 1907 0.0297409210000000000000
Youngtown Town Arizona 1871 0.0002896500000000000000
Yuma City Arizona 1921 0.0052850560000000000000
Yuma County Arizona 1920 0.0132588240000000000000
Adona City Arkansas 1652 0.0000207905060000000000
Alexander City Arkansas 1704 0.0001034760180000000000
Alicia Town Arkansas 1532 0.0000023095790000000000
Allport Town Arkansas 1591 0.0000265873500000000000
Alma City Arkansas 1372 0.0018752366730000000000
Almyra Town Arkansas 1243 0.0000108810660000000000
Alpena Town Arkansas 1298 0.0001413193470000000000
Altheimer City Arkansas 1520 0.0000710818080000000000
Altus City Arkansas 1434 0.0001611496750000000000
Amagon Town Arkansas 1504 0.0000165877590000000000
Amity City Arkansas 1321 0.0001059472970000000000
Anthonyville Town Arkansas 1391 0.0000109783720000000000 Antoine Town Arkansas 1665 0.0000105762700000000000
Arkadelphia City Arkansas 1323 0.0027105931660000000000 Arkansas City Arkansas 1410 0.0000263655500000000000
Arkansas County Arkansas 1242 0.0022720049280000000000
Ash Flat City Arkansas 1444 0.0005609644560000000000
Ashdown City Arkansas 1561 0.0002106453600000000000
Ashley County Arkansas 1249 0.0030245585690000000000
Atkins City Arkansas 1684 0.0005075407690000000000
Aubrey Town Arkansas 1554 0.0000211668500000000000
Augusta City Arkansas 1803 0.0001346453210000000000
Austin City Arkansas 1579 0.0002017476130000000000
Avoca Town Arkansas 1283 0.0000302277270000000000
Bald Knob City Arkansas 1788 0.0010482270050000000000
Banks Town Arkansas 1303 0.0000068228460000000000
Barling City Arkansas 1732 0.0015886785630000000000
Bassett Town Arkansas 1613 0.0000114992430000000000
Batesville City Arkansas 1485 0.0013189657850000000000
Bauxite Town Arkansas 1721 0.0000498162220000000000
Baxter County Arkansas 1257 0.0086902354700000000000
Bay City Arkansas 1364 0.0002504934720000000000
Bearden City Arkansas 1641 0.0001611010220000000000
253
Beaver Town Arkansas 1316 0.0000513659580000000000
Beebe City Arkansas 1789 0.0024120922130000000000
Beedeville Town Arkansas 1515 0.0000180301720000000000
Bella Vista City Arkansas 1282 0.0051366487450000000000 Bellefonte Town Arkansas 1297 0.0000084355450000000000
Belleville City Arkansas 1810 0.0000508808600000000000
Ben Lomond Town Arkansas 1739 0.0000124994890000000000
Benton City Arkansas 1712 0.0137626166670000000000
Benton County Arkansas 1265 0.0194935241560000000000
Bentonville City Arkansas 1270 0.0132121483470000000000 Bergman Town Arkansas 1294 0.0000801913380000000000
Berryville City Arkansas 1311 0.0017676738150000000000
Big Flat Town Arkansas 1266 0.0000055521480000000000
Bigelow Town Arkansas 1651 0.0000283517310000000000
Biggers Town Arkansas 1703 0.0000025714460000000000
Birdsong Town Arkansas 1612 0.0000012105970000000000
Black Oak Town Arkansas 1365 0.0000030794390000000000
Black Rock City Arkansas 1534 0.0000205529660000000000
Black Springs Town Arkansas 1629 0.0000077143380000000000 Blevins City Arkansas 1462 0.0000422893400000000000
Blue Eye Town Arkansas 1309 0.0000070847130000000000
Blue Mountain Town Arkansas 1564 0.0000234578270000000000 Bluff City Town Arkansas 1633 0.0000019561310000000000
Blytheville City Arkansas 1603 0.0034448819560000000000 Bodcaw Town Arkansas 1636 0.0000048924730000000000
Bonanza City Arkansas 1725 0.0002715343970000000000
Bono City Arkansas 1362 0.0001663111690000000000
Boone County Arkansas 1287 0.0068443450490000000000
Booneville City Arkansas 1568 0.0023956704460000000000
Bradford City Arkansas 1794 0.0001961367950000000000
Bradley City Arkansas 1530 0.0001271670930000000000
Bradley County Arkansas 1300 0.0009035577670000000000
Branch City Arkansas 1431 0.0000015955270000000000
Briarcliff City Arkansas 1260 0.0000018416530000000000
Brinkley City Arkansas 1618 0.0007887942880000000000
Brookland City Arkansas 1366 0.0003367292110000000000
Bryant City Arkansas 1713 0.0105361731120000000000
Buckner City Arkansas 1533 0.0000651805040000000000
Bull Shoals City Arkansas 1589 0.0006925432170000000000 Burdette Town Arkansas 1611 0.0000012105970000000000
Cabot City Arkansas 1576 0.0096260142990000000000
Caddo Valley Town Arkansas 1325 0.0004475990310000000000 Caldwell Town Arkansas 1759 0.0000422392560000000000
Cale Town Arkansas 1639 0.0000078273840000000000
254
Calhoun County Arkansas 1301 0.0013979594050000000000
Calico Rock City Arkansas 1500 0.0000244595030000000000 Calion City Arkansas 1761 0.0000293619930000000000
Camden City Arkansas 1644 0.0040985429630000000000
Cammack Village City Arkansas 1697 0.0001120546600000000000 Campbell Station City Arkansas 1505 0.0000430906810000000000 Caraway City Arkansas 1367 0.0002258550980000000000
Carlisle City Arkansas 1578 0.0014685346520000000000
Carroll County Arkansas 1306 0.0059282606050000000000
Carthage City Arkansas 1405 0.0000166106540000000000
Casa Town Arkansas 1649 0.0000151210180000000000
Cash Town Arkansas 1368 0.0000123191870000000000
Caulksville Town Arkansas 1577 0.0000069287380000000000 Cave City Arkansas 1498 0.0008504632020000000000
Cave Springs City Arkansas 1284 0.0003207968350000000000 Cedarville City Arkansas 1381 0.0001788020720000000000
Centerton City Arkansas 1267 0.0011310770790000000000
Central City Town Arkansas 1741 0.0001742687720000000000 Charleston City Arkansas 1430 0.0004100547750000000000
Cherokee Village City Arkansas 1447 0.0021254139020000000000 Cherry Valley City Arkansas 1398 0.0000814663290000000000 Chester Town Arkansas 1379 0.0000043615850000000000
Chicot County Arkansas 1313 0.0028323526370000000000
Chidester City Arkansas 1643 0.0000074195590000000000
Clarendon City Arkansas 1617 0.0002704840680000000000
Clark County Arkansas 1319 0.0033427081170000000000
Clarksville City Arkansas 1531 0.0024588375810000000000 Clay County Arkansas 1328 0.0004796741360000000000
Cleburne County Arkansas 1339 0.0035031580490000000000
Cleveland County Arkansas 1345 0.0011436795970000000000 Clinton City Arkansas 1768 0.0008240346890000000000
Coal Hill City Arkansas 1523 0.0013287135260000000000
Colt City Arkansas 1747 0.0000852054440000000000
Columbia County Arkansas 1352 0.0006716639910000000000
Concord Town Arkansas 1344 0.0001507851880000000000
Conway City Arkansas 1417 0.0209227430150000000000
Conway County Arkansas 1360 0.0051389712030000000000
Corning City Arkansas 1326 0.0001918095540000000000
Cotter City Arkansas 1258 0.0002339257470000000000
Cotton Plant City Arkansas 1808 0.0000249860990000000000 Cove Town Arkansas 1679 0.0000017772600000000000
Coy Town Arkansas 1581 0.0000781965720000000000
Craighead County Arkansas 1361 0.0092651890500000000000 Crawford County Arkansas 1373 0.0095658879670000000000
255
Crawfordsville Town Arkansas 1384 0.0000372294440000000000 Crittenden County Arkansas 1382 0.0048646893510000000000 Cross County Arkansas 1396 0.0031149684360000000000
Crossett City Arkansas 1252 0.0024829264640000000000
Cushman City Arkansas 1489 0.0000312351270000000000
Daisy Town Arkansas 1668 0.0000190361420000000000
Dallas County Arkansas 1403 0.0011701038160000000000
Damascus Town Arkansas 1432 0.0003288331410000000000
Danville City Arkansas 1816 0.0005545980880000000000
Dardanelle City Arkansas 1811 0.0012703186630000000000
Datto Town Arkansas 1330 0.0000020419890000000000
De Queen City Arkansas 1746 0.0018251771870000000000
De Valls Bluff City Arkansas 1692 0.0001533695120000000000 Decatur City Arkansas 1269 0.0004612060880000000000
Delaplaine Town Arkansas 1458 0.0000124093380000000000
Delight City Arkansas 1663 0.0000190361420000000000
Dell Town Arkansas 1602 0.0000496273340000000000
Denning Town Arkansas 1433 0.0000668933710000000000
Dermott City Arkansas 1315 0.0000988110690000000000
Des Arc City Arkansas 1693 0.0004619029680000000000
Desha County Arkansas 1406 0.0018804425270000000000
Dewitt City Arkansas 1247 0.0005614724490000000000
Diamond City Arkansas 1296 0.0000674814980000000000
Diaz City Arkansas 1513 0.0001447994560000000000
Dierks City Arkansas 1484 0.0001098438170000000000
Donaldson Town Arkansas 1482 0.0000972885210000000000
Dover City Arkansas 1687 0.0003575612150000000000
Drew County Arkansas 1414 0.0043143426630000000000
Dumas City Arkansas 1407 0.0003452091160000000000
Dyer City Arkansas 1375 0.0000392485370000000000
Dyess Town Arkansas 1614 0.0000048423890000000000
Earle City Arkansas 1385 0.0001699200660000000000
East Camden Town Arkansas 1646 0.0000778259520000000000 Edmondson Town Arkansas 1387 0.0000806649880000000000
Egypt Town Arkansas 1370 0.0000071863120000000000
El Dorado City Arkansas 1765 0.0075497226010000000000
Elaine City Arkansas 1657 0.0000612725360000000000
Elkins City Arkansas 1786 0.0005848200920000000000
Elm Springs City Arkansas 1289 0.0001692704070000000000 Emerson Town Arkansas 1353 0.0000077129070000000000
Emmet City Arkansas 1470 0.0000067326950000000000
England City Arkansas 1580 0.0012777339290000000000
Enola Town Arkansas 1423 0.0001662839810000000000
Etowah Town Arkansas 1610 0.0000169455000000000000
256
Eudora City Arkansas 1318 0.0000901279670000000000
Eureka Springs City Arkansas 1310 0.0038913619720000000000 Evening Shade City Arkansas 1745 0.0001128774650000000000 Everton Town Arkansas 1288 0.0000238255850000000000
Fairfield Bay City Arkansas 1348 0.0009941837100000000000 Fargo Town Arkansas 1624 0.0000035402100000000000
Farmington City Arkansas 1774 0.0009084502400000000000
Faulkner County Arkansas 1419 0.0100721165400000000000
Fayetteville City Arkansas 1776 0.0211036586240000000000 Felsenthal Town Arkansas 1770 0.0000171816100000000000
Fifty-Six City Arkansas 1762 0.0000046148660000000000
Fisher City Arkansas 1667 0.0000196056660000000000
Flippin City Arkansas 1594 0.0009569013200000000000
Fordyce City Arkansas 1401 0.0005450635610000000000
Foreman City Arkansas 1563 0.0000205830160000000000
Forrest City Arkansas 1751 0.0029610909310000000000
Fort Smith City Arkansas 1729 0.0384349300880000000000
Fouke City Arkansas 1598 0.0000543724180000000000
Fountain Hill Town Arkansas 1254 0.0000071505370000000000 Fountain Lake Town Arkansas 1450 0.0000282701660000000000 Fourche Town Arkansas 1650 0.0000096590210000000000
Franklin County Arkansas 1428 0.0059816871540000000000
Franklin Town Arkansas 1499 0.0001470632450000000000
Fredonia (Biscoe) Town Arkansas 1690 0.0000780305800000000000 Friendship Town Arkansas 1475 0.0000513029950000000000
Fulton County Arkansas 1440 0.0049581786570000000000
Fulton Town Arkansas 1465 0.0000663524660000000000
Garfield Town Arkansas 1273 0.0000744760600000000000
Garland County Arkansas 1445 0.0173345884430000000000
Garland Town Arkansas 1600 0.0000028919820000000000
Garner Town Arkansas 1799 0.0000779347050000000000
Gassville City Arkansas 1261 0.0007275632500000000000
Gateway Town Arkansas 1271 0.0000628780800000000000
Gentry City Arkansas 1275 0.0009048613770000000000
Georgetown Town Arkansas 1802 0.0000402659540000000000
Gilbert Town Arkansas 1730 0.0000248315540000000000
Gillett City Arkansas 1246 0.0001146160890000000000
Gillham Town Arkansas 1744 0.0000138016680000000000
Gilmore City Arkansas 1386 0.0000009544540000000000
Glenwood City Arkansas 1628 0.0004800218610000000000
Goshen Town Arkansas 1783 0.0000316601240000000000
Gosnell City Arkansas 1620 0.0002723471860000000000
Gould City Arkansas 1559 0.0001712480020000000000
257
Grady City Arkansas 1560 0.0003131039620000000000
Grannis City Arkansas 1683 0.0000092426100000000000
Grant County Arkansas 1449 0.0026644817150000000000
Gravette City Arkansas 1278 0.0008034545350000000000
Green Forest City Arkansas 1317 0.0011760881160000000000 Greenbrier City Arkansas 1422 0.0007200664190000000000
Greene County Arkansas 1456 0.0052985282130000000000
Greenland City Arkansas 1779 0.0002374459240000000000
Greenway City Arkansas 1333 0.0000047579620000000000
Greenwood City Arkansas 1731 0.0023100671940000000000
Greers Ferry City Arkansas 1347 0.0004998607740000000000 Griffithville Town Arkansas 1787 0.0000454617920000000000 Grubbs City Arkansas 1511 0.0000568851940000000000
Guion Town Arkansas 1494 0.0001883337370000000000
Gum Springs Town Arkansas 1327 0.0000305124890000000000 Gurdon City Arkansas 1320 0.0006332582930000000000
Guy City Arkansas 1429 0.0001554816180000000000
Hackett City Arkansas 1733 0.0001715671080000000000
Hamburg City Arkansas 1251 0.0005246508300000000000
Hampton City Arkansas 1305 0.0001492583470000000000
Hardy City Arkansas 1443 0.0002257048470000000000
Harrell Town Arkansas 1312 0.0000156089780000000000
Harrisburg City Arkansas 1671 0.0006103742840000000000
Harrison City Arkansas 1291 0.0075090416660000000000
Hartford City Arkansas 1734 0.0000797033790000000000
Hartman City Arkansas 1528 0.0000418085360000000000
Haskell City Arkansas 1716 0.0007190175200000000000
Hatfield Town Arkansas 1677 0.0000031195060000000000
Havana City Arkansas 1812 0.0000288325350000000000
Haynes Town Arkansas 1555 0.0000218079230000000000
Hazen City Arkansas 1694 0.0006484580150000000000
Heber Springs City Arkansas 1340 0.0037675476330000000000 Hector Town Arkansas 1688 0.0000467324900000000000
Helena-West Helena
City Arkansas 1658 0.0017392147620000000000
Hempstead County Arkansas 1463 0.0027346591530000000000 Hermitage City Arkansas 1302 0.0001218396060000000000
Hickory Ridge City Arkansas 1402 0.0000377703490000000000 Higden Town Arkansas 1343 0.0000856547670000000000
Higginson Town Arkansas 1790 0.0001519728890000000000
Highfill Town Arkansas 1281 0.0001560110760000000000
Highland City Arkansas 1750 0.0002987184600000000000
Hindsville Town Arkansas 1590 0.0000338165900000000000
Holland City Arkansas 1421 0.0001488648310000000000
258
Holly Grove City Arkansas 1622 0.0000446089360000000000 Hope City Arkansas 1464 0.0022488662060000000000
Horatio City Arkansas 1740 0.0000294178000000000000
Horseshoe Bend City Arkansas 1441 0.0011121096230000000000 Horseshoe Lake Town Arkansas 1393 0.0000143196770000000000 Hot Spring County Arkansas 1473 0.0047821497970000000000 Hot Springs City Arkansas 1442 0.0356179775070000000000 Houston Town Arkansas 1654 0.0000529228490000000000
Howard County Arkansas 1480 0.0017302497600000000000
Hoxie City Arkansas 1538 0.0001203184890000000000
Hughes City Arkansas 1756 0.0001136086890000000000
Humnoke City Arkansas 1582 0.0001481765360000000000
Humphrey City Arkansas 1253 0.0001426859200000000000
Hunter Town Arkansas 1806 0.0000017357620000000000
Huntington City Arkansas 1737 0.0000621425630000000000
Huntsville City Arkansas 1587 0.0008545085430000000000
Huttig City Arkansas 1767 0.0000907561610000000000
Imboden Town Arkansas 1539 0.0000076213250000000000
Independence County Arkansas 1488 0.0108930202760000000000 Izard County Arkansas 1496 0.0055130486290000000000
Jackson County Arkansas 1503 0.0018172410490000000000
Jacksonport Town Arkansas 1514 0.0000506805250000000000 Jacksonville City Arkansas 1695 0.0263893052800000000000 Jasper City Arkansas 1635 0.0000705265940000000000
Jefferson County Arkansas 1521 0.0059928415350000000000 Jennette Town Arkansas 1397 0.0000124093380000000000
Jericho Town Arkansas 1395 0.0000096418490000000000
Johnson City Arkansas 1782 0.0013077112370000000000
Johnson County Arkansas 1519 0.0031316878440000000000
Joiner City Arkansas 1606 0.0002947389430000000000
Jonesboro City Arkansas 1371 0.0217405973620000000000
Judsonia City Arkansas 1793 0.0004702082950000000000
Junction City Arkansas 1771 0.0000418199830000000000
Keiser City Arkansas 1605 0.0000653636680000000000
Kensett City Arkansas 1792 0.0003623978810000000000
Keo Town Arkansas 1583 0.0001370636540000000000
Kibler City Arkansas 1380 0.0004317410650000000000
Kingsland City Arkansas 1349 0.0000620366720000000000
Knobel City Arkansas 1331 0.0000092182830000000000
Knoxville Town Arkansas 1527 0.0000588327390000000000
Lafayette County Arkansas 1529 0.0009106195840000000000 Lafe Town Arkansas 1461 0.0000283631780000000000
Lagrange Town Arkansas 1551 0.0000082395030000000000
Lake City Arkansas 1369 0.0002597332200000000000
259
Lake View City Arkansas 1660 0.0000471331600000000000
Lake Village City Arkansas 1324 0.0002248863340000000000 Lakeview City Arkansas 1262 0.0001934022190000000000
Lamar City Arkansas 1524 0.0010216854460000000000
Lavaca City Arkansas 1735 0.0003026049640000000000
Lawrence County Arkansas 1536 0.0048076639220000000000
Leachville City Arkansas 1604 0.0002324017680000000000
Lead Hill Town Arkansas 1290 0.0000691686070000000000
Lee County Arkansas 1545 0.0009890393870000000000
Leola Town Arkansas 1448 0.0000136871900000000000
Lepanto City Arkansas 1669 0.0006822602950000000000
Leslie City Arkansas 1720 0.0002544443700000000000
Letona Town Arkansas 1791 0.0000961194220000000000
Lewisville City Arkansas 1535 0.0001661480390000000000
Lexa Town Arkansas 1659 0.0000730565420000000000
Lincoln City Arkansas 1777 0.0004643384720000000000
Lincoln County Arkansas 1557 0.0013878811110000000000
Little Flock City Arkansas 1286 0.0005307238500000000000 Little River County Arkansas 1556 0.0030408257910000000000 Little Rock City Arkansas 1702 0.0671356948920000000000 Lockesburg City Arkansas 1742 0.0000626720210000000000
Logan County Arkansas 1567 0.0050581030180000000000
London City Arkansas 1685 0.0001423725380000000000
Lonoke City Arkansas 1585 0.0024522479830000000000
Lonoke County Arkansas 1575 0.0058193984310000000000
Lonsdale Town Arkansas 1446 0.0000094329280000000000
Louann Town Arkansas 1647 0.0000021192610000000000
Lowell City Arkansas 1272 0.0024493660170000000000
Luxora City Arkansas 1609 0.0001192266620000000000
Lynn Town Arkansas 1547 0.0000013851750000000000
Madison City Arkansas 1758 0.0000582603530000000000
Madison County Arkansas 1586 0.0031969270180000000000
Magazine City Arkansas 1566 0.0003187305200000000000
Magness Town Arkansas 1486 0.0000141794430000000000
Magnolia City Arkansas 1354 0.0058241692720000000000
Malvern City Arkansas 1476 0.0038356959610000000000
Mammoth Spring City Arkansas 1436 0.0000724083140000000000 Manila City Arkansas 1607 0.0004091246470000000000
Mansfield City Arkansas 1728 0.0000079976690000000000
Marianna City Arkansas 1552 0.0008466482460000000000
Marie Town Arkansas 1621 0.0000098493390000000000
Marion City Arkansas 1392 0.0011269158290000000000
Marion County Arkansas 1592 0.0039523368670000000000
Marked Tree City Arkansas 1670 0.0009920215200000000000 260
Marmaduke City Arkansas 1460 0.0003917613040000000000
Marshall City Arkansas 1724 0.0003917970790000000000
Marvell City Arkansas 1662 0.0006103757150000000000
Maumelle City Arkansas 1701 0.0025720126880000000000
Mayflower City Arkansas 1420 0.0006086943290000000000
Maynard Town Arkansas 1705 0.0000131405610000000000
Mccaskill Town Arkansas 1469 0.0000128944350000000000
Mccrory City Arkansas 1804 0.0001474839490000000000
Mcdougal Town Arkansas 1342 0.0000011891330000000000
Mcgehee City Arkansas 1409 0.0004299938560000000000
Mcnab Town Arkansas 1472 0.0000091510280000000000
Mcneil City Arkansas 1351 0.0000063906940000000000
Mcrae City Arkansas 1795 0.0003078437300000000000
Melbourne City Arkansas 1501 0.0006872958650000000000
Mena City Arkansas 1678 0.0077168665920000000000
Menifee Town Arkansas 1363 0.0001061447700000000000
Midland Town Arkansas 1736 0.0000027016640000000000
Miller County Arkansas 1597 0.0037690945070000000000
Mineral Springs City Arkansas 1481 0.0001335692350000000000 Minturn Town Arkansas 1540 0.0000023238890000000000
Mississippi County Arkansas 1601 0.0045615034150000000000 Mitchellville City Arkansas 1411 0.0000001903180000000000 Monette City Arkansas 1376 0.0002309879740000000000
Monroe County Arkansas 1619 0.0007512672030000000000
Montgomery County Arkansas 1623 0.0022640916850000000000 Monticello City Arkansas 1415 0.0005267471960000000000
Montrose City Arkansas 1256 0.0000598830680000000000
Moorefield Town Arkansas 1495 0.0000096160920000000000
Moro Town Arkansas 1550 0.0000198589470000000000
Morrilton City Arkansas 1357 0.0025971504690000000000
Morrison Bluff Town Arkansas 1574 0.0000017329000000000000 Mount Ida City Arkansas 1626 0.0001335506320000000000
Mount Pleasant Town Arkansas 1506 0.0001222946530000000000 Mount Vernon Town Arkansas 1427 0.0000716756590000000000 Mountain Home City Arkansas 1263 0.0084471000250000000000 Mountain Pine City Arkansas 1451 0.0001113119890000000000 Mountain View City Arkansas 1757 0.0014442626050000000000 Mountainburg City Arkansas 1374 0.0005058779860000000000 Mulberry City Arkansas 1378 0.0008394962780000000000
Murfreesboro City Arkansas 1664 0.0004018782350000000000 Nashville City Arkansas 1483 0.0011740046300000000000
Nevada County Arkansas 1631 0.0010429724980000000000
Newark City Arkansas 1491 0.0007439592590000000000
Newport City Arkansas 1510 0.0029570241250000000000
261
Newton County Arkansas 1640 0.0025389559410000000000
Nimmons Town Arkansas 1335 0.0000014052090000000000
Norfork City Arkansas 1264 0.0000717357600000000000
Norman Town Arkansas 1627 0.0000542550780000000000
Norphlet City Arkansas 1764 0.0001993092470000000000
North Little Rock City Arkansas 1699 0.0161457647290000000000 Oak Grove Heights
Town Arkansas 1457 0.0001081338130000000000
Oak Grove Town Arkansas 1314 0.0000318819240000000000
Oakhaven Town Arkansas 1467 0.0000084584400000000000
Oden Town Arkansas 1630 0.0000020863490000000000
Ogden City Arkansas 1565 0.0000008299600000000000
Oil Trough Town Arkansas 1492 0.0000184566000000000000
O'Kean Town Arkansas 1710 0.0000017142970000000000
Okolona Town Arkansas 1322 0.0000190461580000000000
Ola City Arkansas 1813 0.0002628827760000000000
Omaha Town Arkansas 1293 0.0000304051670000000000
Oppelo City Arkansas 1356 0.0000903354570000000000
Osceola City Arkansas 1608 0.0024928788330000000000
Ouachita County Arkansas 1642 0.0029136014600000000000
Oxford City Arkansas 1502 0.0002641563360000000000
Ozan Town Arkansas 1466 0.0000113690250000000000
Ozark City Arkansas 1438 0.0011312387780000000000
Palestine City Arkansas 1753 0.0001908035850000000000
Pangburn City Arkansas 1796 0.0001571687270000000000
Paragould City Arkansas 1459 0.0100563902230000000000
Paris City Arkansas 1572 0.0016161674210000000000
Parkdale City Arkansas 1255 0.0000071505370000000000
Parkin City Arkansas 1399 0.0001451571980000000000
Patmos Town Arkansas 1471 0.0000126382920000000000
Patterson City Arkansas 1807 0.0000197802440000000000
Pea Ridge City Arkansas 1276 0.0010998748630000000000
Peach Orchard City Arkansas 1337 0.0000027431620000000000 Perla Town Arkansas 1478 0.0000150895370000000000
Perry County Arkansas 1648 0.0024117645220000000000
Perry Town Arkansas 1653 0.0000548131550000000000
Perrytown Town Arkansas 1474 0.0000142180790000000000
Perryville City Arkansas 1656 0.0004139312620000000000
Phillips County Arkansas 1655 0.0032451219550000000000
Piggott City Arkansas 1336 0.0038953801250000000000
Pike County Arkansas 1661 0.0034815361520000000000
Pindall Town Arkansas 1727 0.0000303507900000000000
Pine Bluff City Arkansas 1518 0.0098408180470000000000
Pineville Town Arkansas 1508 0.0000220125510000000000
262
Plainview City Arkansas 1817 0.0001255057410000000000
Pleasant Plains Town Arkansas 1497 0.0000244981390000000000 Plumerville City Arkansas 1355 0.0002924622760000000000 Pocahontas City Arkansas 1707 0.0046711812410000000000
Poinsett County Arkansas 1666 0.0040099117870000000000
Polk County Arkansas 1674 0.0006914184780000000000
Pollard City Arkansas 1334 0.0000045218530000000000
Pope County Arkansas 1681 0.0085684216210000000000
Portia Town Arkansas 1542 0.0000094558240000000000
Portland City Arkansas 1250 0.0000813346800000000000
Pottsville City Arkansas 1686 0.0003564736810000000000
Powhatan Town Arkansas 1549 0.0000015568910000000000
Poyen Town Arkansas 1452 0.0000228124610000000000
Prairie County Arkansas 1691 0.0009031771300000000000
Prairie Grove City Arkansas 1780 0.0008776701590000000000 Prattsville Town Arkansas 1454 0.0000114062310000000000 Prescott City Arkansas 1632 0.0009255645940000000000
Pulaski County Arkansas 1698 0.0235361091910000000000
Pyatt Town Arkansas 1588 0.0000614356660000000000
Quitman City Arkansas 1346 0.0007208763450000000000
Randolph County Arkansas 1709 0.0005330491700000000000
Ratcliff City Arkansas 1570 0.0000381924840000000000
Ravenden Springs Town Arkansas 1708 0.0000011433420000000000 Ravenden Town Arkansas 1541 0.0000212469840000000000
Rector City Arkansas 1341 0.0000565016950000000000
Redfield City Arkansas 1526 0.0001998887880000000000
Reed Town Arkansas 1412 0.0000092941250000000000
Reyno City Arkansas 1711 0.0000017142970000000000
Rison City Arkansas 1350 0.0002661582580000000000
Rockport City Arkansas 1479 0.0004662588290000000000
Roe Town Arkansas 1625 0.0000062976820000000000
Rogers City Arkansas 1277 0.0174098086060000000000
Rondo Town Arkansas 1553 0.0000012821460000000000
Rose Bud Town Arkansas 1801 0.0002013326330000000000
Rosston Town Arkansas 1634 0.0000127198570000000000
Rudy Town Arkansas 1383 0.0000436101220000000000
Russell Town Arkansas 1797 0.0000727388670000000000
Russellville City Arkansas 1689 0.0091716010070000000000 Salem City Arkansas 1435 0.0000449623850000000000
Salesville City Arkansas 1268 0.0000644049210000000000
Saline County Arkansas 1717 0.0108002006620000000000
Scott County Arkansas 1718 0.0033804054870000000000
Scranton City Arkansas 1571 0.0000727531770000000000
263
Searcy City Arkansas 1798 0.0098808736490000000000
Searcy County Arkansas 1722 0.0021162528570000000000
Sebastian County Arkansas 1726 0.0219348338340000000000 Sedgwick Town Arkansas 1543 0.0000053117460000000000
Sevier County Arkansas 1738 0.0026130599490000000000
Shannon Hills City Arkansas 1714 0.0004981636480000000000 Sharp County Arkansas 1743 0.0028118855300000000000
Sheridan City Arkansas 1453 0.0022766713080000000000
Sherrill Town Arkansas 1517 0.0000257616820000000000
Sherwood City Arkansas 1700 0.0042418298880000000000
Shirley Town Arkansas 1773 0.0000091453040000000000
Sidney Town Arkansas 1748 0.0000357741520000000000
Siloam Springs City Arkansas 1274 0.0074777836440000000000 Smackover City Arkansas 1766 0.0000080076860000000000
Smithville Town Arkansas 1548 0.0000016241460000000000
South Lead Hill Town Arkansas 1295 0.0000183135040000000000 Sparkman City Arkansas 1404 0.0000350658240000000000
Springdale City Arkansas 1285 0.0201367863330000000000
Springtown Town Arkansas 1280 0.0000029248950000000000
St Francis County Arkansas 1749 0.0020442151630000000000 St. Charles Town Arkansas 1245 0.0000246641310000000000 St. Francis City Arkansas 1332 0.0000071376590000000000 St. Joe Town Arkansas 1723 0.0000767570200000000000
St. Paul Town Arkansas 1595 0.0000416196480000000000
Stamps City Arkansas 1537 0.0001802072810000000000
Star City Arkansas 1558 0.0005648652700000000000
Stephens City Arkansas 1645 0.0001165865290000000000
Stone County Arkansas 1760 0.0028377688440000000000
Strawberry Town Arkansas 1546 0.0000069287380000000000
Strong City Arkansas 1769 0.0000293619930000000000
Stuttgart City Arkansas 1248 0.0022038151010000000000
Subiaco Town Arkansas 1573 0.0001091469370000000000
Success Town Arkansas 1338 0.0000017844150000000000
Sulphur Rock Town Arkansas 1493 0.0000326546460000000000 Sulphur Springs City Arkansas 1279 0.0001209080470000000000 Summit City Arkansas 1593 0.0000744674740000000000
Sunset Town Arkansas 1394 0.0000160411300000000000
Swifton City Arkansas 1507 0.0001789308590000000000
Taylor City Arkansas 1358 0.0000141036020000000000
Texarkana City Arkansas 1599 0.0076839558040000000000
Thornton City Arkansas 1304 0.0000224375480000000000
Tillar City Arkansas 1413 0.0000032654650000000000
Tinsman Town Arkansas 1307 0.0000031509870000000000
Tollette Town Arkansas 1487 0.0000327319180000000000
264
Tontitown City Arkansas 1781 0.0006103556810000000000
Traskwood City Arkansas 1715 0.0001776787640000000000
Trumann City Arkansas 1672 0.0023199451530000000000
Tuckerman City Arkansas 1509 0.0004054399090000000000
Tull Town Arkansas 1455 0.0000307972520000000000
Tupelo Town Arkansas 1512 0.0000051715110000000000
Turrell City Arkansas 1389 0.0000906874750000000000
Twin Groves Town Arkansas 1426 0.0001561026570000000000 Tyronza City Arkansas 1676 0.0003829551390000000000
Ulm Town Arkansas 1696 0.0000008972160000000000
Union County Arkansas 1763 0.0045200454660000000000
Valley Springs Town Arkansas 1299 0.0000327161770000000000 Van Buren City Arkansas 1377 0.0176490317890000000000
Van Buren County Arkansas 1772 0.0036418487110000000000 Vandervoort Town Arkansas 1682 0.0000006596750000000000 Victoria Town Arkansas 1615 0.0000054462570000000000
Vilonia City Arkansas 1424 0.0010354413230000000000
Viola Town Arkansas 1439 0.0000327004370000000000
Wabbaseka Town Arkansas 1525 0.0000825309680000000000
Waldenburg Town Arkansas 1673 0.0000235265130000000000
Waldo City Arkansas 1359 0.0000284261410000000000
Waldron City Arkansas 1719 0.0015014654740000000000
Walnut Ridge City Arkansas 1544 0.0003154607630000000000 Ward City Arkansas 1584 0.0014826096340000000000
Warren City Arkansas 1308 0.0013314566880000000000
Washington City Arkansas 1468 0.0000142180790000000000
Washington County Arkansas 1775 0.0201415628970000000000 Watson City Arkansas 1408 0.0000005695240000000000
Weiner City Arkansas 1675 0.0001150167600000000000
Weldon Town Arkansas 1516 0.0000155145340000000000
West Fork City Arkansas 1784 0.0002787793790000000000
West Memphis City Arkansas 1388 0.0064020863830000000000 West Point Town Arkansas 1800 0.0000311735960000000000
Western Grove Town Arkansas 1638 0.0000572043000000000000 Wheatley City Arkansas 1752 0.0000509767350000000000
Whelen Springs Town Arkansas 1329 0.0000023811280000000000 White County Arkansas 1785 0.0099795917050000000000
White Hall City Arkansas 1522 0.0005519593870000000000
Wickes Town Arkansas 1680 0.0000014223800000000000
Widener Town Arkansas 1754 0.0000145658040000000000
Wiederkehr Village City Arkansas 1437 0.0000159552720000000000 Williford Town Arkansas 1755 0.0000250419060000000000
Willisville Town Arkansas 1637 0.0000039136920000000000 265
Wilmar City Arkansas 1416 0.0000180788250000000000
Wilmot City Arkansas 1259 0.0001716057440000000000
Wilson City Arkansas 1616 0.0000387333900000000000
Wilton City Arkansas 1562 0.0000023238890000000000
Winchester Town Arkansas 1418 0.0000110942800000000000
Winslow City Arkansas 1778 0.0000593292840000000000
Winthrop City Arkansas 1569 0.0000043157940000000000
Woodruff County Arkansas 1805 0.0021362706410000000000
Wooster Town Arkansas 1425 0.0000529300040000000000
Wrightsville City Arkansas 1706 0.0000890146750000000000 Wynne City Arkansas 1400 0.0015411905230000000000
Yell County Arkansas 1809 0.0050329323250000000000
Yellville City Arkansas 1596 0.0002680814760000000000
Zinc Town Arkansas 1292 0.0000184923750000000000
Adelanto City California 2222
Agoura Hills City California 2079
Alameda City California 1924
Alameda County California 1919
Albany City California 1928
Alhambra City California 2012
Aliso Viejo City California 2147
Amador County California 1935
American Canyon City California 2118
Anaheim City California 2125
Anderson City California 2299
Apple Valley Town California 2213
Arcadia City California 2011
Arcata City California 1981
Arroyo Grande City California 2250
Artesia City California 2074
Arvin City California 1999
Atascadero City California 2254
Atwater City California 2105
Auburn City California 2160
Avenal City California 2006
Azusa City California 2014
Bakersfield City California 1993
Baldwin Park City California 2018
Banning City California 2167
Barstow City California 2203
Beaumont City California 2165
Bell City California 2016
Bell Gardens City California 2077
Bellflower City California 2061