(B) The an nual tax increment generated in the areas subject to the jurisdictional change and attributable to the local agencies whose serve area or service responsibilities will be altered by the proposed jurisdictional change shall be allocated in fu ture years pursuant to the provision of Section 98 of the Revenue and Taxation Code.
SECTION 3. The City Clerk of the City of Fontana is hereby directed to certify passage of this resolution and to cause a certified copy to be sent to the Executive Officer of the Local Agency Formation Commission for San Bernardino County.
APPROVED AND ADOPTED this 14th day of March 2023.
READ AND APPROVED AS TO LEGAL FORM;
City Attorney
ATTEST:
I, Tonia Lewis, City Clerk of the City of Fontana and Ex -Officio Clerk of the City Council, do hereby certify that the foregoing resolution is the actual r esolution duly and regularly adopted by the City of Fontana at a regular meeting thereof, held on March 14, 2023, by the following vote to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
City Clerk of the City of Fontana
Mayor of the City of Fontana
193
Resolution No. 2023-
ATTEST:
______________________________________
City Clerk
194
City of Fontana Percent of TRA: 3.239634
TRA 74017 GRAND TOTAL
Assessed Value 1,191,323$ -$ 1,191,323$ RDA Increment -$ -$ -$ Net Value After RDA / TRA Frozen Base 1,191,323$ -$ 1,191,323$ Tax Revenue 11,913$ -$ 11,913$ Estimated Change
In Base Year
2022-23
Estimated Change
In Base Year
2022-23
Estimated Change
In Base Year
2022-23
TRANSFER FROM
COUNTY GENERAL FUND (193)$ -$ (193)$ COUNTY SERVICE AREA 70 -$ -$ -$ Total Transfers From (193)$ -$ (193)$
TRANSFER TO
CITY OF FONTANA 193$ -$ 193$ Total Transfers To 193$ -$ 193$ LAFCO 3261
Reorganization to Include Annexation to the City of Fontana and Detachment from County Service Area 70 (APN 0239-072-02) Exhibit A
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City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-2052 Agenda Date: 3/14/2023
Agenda #: M. Category: Consent Calendar
FROM:
Police Department
SUBJECT:
Approve Memorandum of Understanding for Crossing Guards Services with Colton Joint Unified School District
RECOMMENDATION:
1. Approve Memorandum of Understanding between Colton Joint Unified School District (CJUSD) and the City of Fontana for crossing guard services provided by All City Management Services for one (1) year with up to four (4) additional one (1) year terms.
2. Authorize the City Manager to execute the Memorandum of Understanding and future amendments.
3. Approve a recurring appropriation from Fund 101 to 10140352.8130 to allow the City to fund 50% of the cost of crossing guard services for the 3 CJUSD elementary schools that fall within the City of Fontana.
COUNCIL GOALS:
· Improve public safety by increasing operational efficiency, visibility and availability. · Concentrate on Inter-governmental relations by working cooperatively with neighboring jurisdictions.
DISCUSSION:
Colton Joint Unified School District administers crossing guard services. The contract provider for these services via Colton Joint Unified School District is All City Management Services who employs and provides the school crossing guards.
The term of the agreement is for the period commencing in the 2022-2023 school year with the option to renew for up to four (4) additional one (1) year terms.
It is understood that the cost of providing service for three locations (Exhibit A) for year one is $46,557.00. The City’sportion of 50% equals $23,279.00 with the Colton Joint Unified School District paying the remaining 50%.
The School Crossing Guards employed by All City Management Services operate under the Industrial Welfare Commission Order No. 4-2001, Section 4, “C”. This order dictates that if an employee works a “split shift” they must be compensated for an additional hour. This has been factored in the annual cost for services.
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File #: 21-2052 Agenda Date: 3/14/2023
Agenda #: M. Category: Consent Calendar
FISCAL IMPACT:
Funds in the amount of $17,869.00 have already been included in the 2022-2023 budget. Staff is requesting additional annual recurring funds in the amount of $ 5,410.00 be appropriated from the General Fund 101 to budget unit 10140352.8130 to cover the increased city portion.
The annual amount will vary due to the anticipated wage increases that are approximately $5,410 for the 2022-2023 school year. Funds for the remainder of the contract will be requested annually with a quarterly adjustment.
MOTION:
Approve staff recommendation.
ATTACHMENT:
Crossing Guard Service Agreement
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City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-2054 Agenda Date: 3/14/2023
Agenda #: N. Category: Consent Calendar
FROM:
Police Department
SUBJECT:
Approve Purchase of the Jacobs Technology Inc. Rapid Solutions System RECOMMENDATION:
1. Authorize the purchase and installation of the Base Station System from Jacobs Technology, Inc. in the amount of $920,098.94.
2. Approve the Sole Source Purchasing method under Section 3.1.5 Non-Competitive Proposal of the City’s Purchasing Policies and Procedures and authorize the Fontana Police Department to purchase the cellular geo-location product from Jacobs Technology Inc.
3. Approve and authorize the City Manager or his assigned designee to execute documents related to the purchase of the Jacobs Technology Inc. Rapid Solutions System.
COUNCIL GOALS:
· Improve public safety by increasing operational efficiency, visibility and availability. · Operate in a businesslike manner by improving services through the effective use of technology.
· Practice sound fiscal management by living within our means while investing in the future.
DISCUSSION:
Major shifts in the information technology landscape over the past two decades have made the collection and analysis of digital evidence an increasingly important tool for solving crimes and preparing court cases. More and more hi-tech devices are being developed and used for law enforcement purposes. These devices can help law enforcement officers resolve dangerous situations, locate and arrest suspects, gather evidence, solve crimes and protect themselves and the public more effectively.
The requested items for purchase are developed and owned exclusively by the Jacobs Technology Inc. with all rights reserved. Jacobs Technology Inc. operates its distribution under a non-disclosure clause for non-public distribution of specifications based upon the proprietary nature of the equipment and systems sold. Jacobs Technology Inc. maintains sole proprietary ownership of all its distributed product lines.
The system’s ability to triangulate the precise location of a telecommunications device in the possession of criminals will allow the Fontana Police Department to track the exact movements of offenders, as well as pinpoint their current locations for rapid apprehension. The procurement of this City of Fontana Printed on 3/8/2023Page 1 of 2
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File #: 21-2054 Agenda Date: 3/14/2023
Agenda #: N. Category: Consent Calendar
offenders, as well as pinpoint their current locations for rapid apprehension. The procurement of this equipment will increase the number of arrests for fugitives, drug traffickers, and violent offenders (Robbery, Aggravated Assault, Homicide), while reducing the time it takes to locate dangerous offenders that need to be removed from the streets of our city. Kidnapping, online sex trade, and extortion cases are also a growing trend. This technology will further enhance our ability to locate the victims of these and other crimes, to include vulnerable missing subjects and suicidal subjects.
This technology can also be used for investigations related to Homeland Security and terrorism, and is an excellent tool to identity and track terrorist suspects. The intelligence gathered by this equipment can be readily shared between the Fontana Police Department and our federal partners (FBI, DEA, ICE, U.S. Marshals Service, United States Attorney’sOffice), as well as our neighboring state and local law enforcement agencies. Upon request, this equipment can also be used to assist these agencies with the location and apprehension of targeted offenders. The tracking and/or searching with the System is controlled through the court systems via a valid search warrant protecting our agency from privacy act issues.
In researching the product with other law enforcement agencies both locally and in other states, there are only a few vendors of this type, but none have the full functions that Jacob Technology Inc. offers.
Police departments in other states that are currently utilizing this product include Indiana, Maryland, Alabama, and North Carolina. Most of the local agencies currently utilize the Harris Corporation technology, which does not support LTE and now only sells to the Federal government, no longer selling to State and local law enforcement. The Purchasing Office concurs with procurement of this product from Jacobs Technology Inc. as a single source vendor category.
Per the City’sPurchasing Policies and Procedures Manual, Section 3.1.5 Non-Competitive Proposal may be used when a Sole Source method is utilized. No competitive pricing, such as when equipment, goods, materials, supplies, personal property, or services are unique and are only available from one source. Staff is recommending the City Council authorize this purchase from Jacobs Technology to purchase the Rapid Solutions System.
FISCAL IMPACT:
Funds for this purchase were requested and approved as part of Fiscal Year 2022-23 Mid-Year budget adjustments from Asset Forfeiture Funds, Fund 223, Project Number 40300008-223-A.
MOTION:
Approve Staff Recommendation.
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City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-2055 Agenda Date: 3/14/2023
Agenda #: O. Category: Consent Calendar
FROM:
Finance
SUBJECT:
Resolution of Intent to form Community Facilities District No. 112 (The Gardens Phase One).
RECOMMENDATION:
1. Adopt Resolution No. 2023-016, of the City Council of the City of Fontana of Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes.
2. Adopt Resolution No. 2023-017, of the City Council of the City of Fontana to Incur Bonded Indebtedness of the Proposed City of Fontana Community Facilities District No. 112 (The Gardens Phase One).
COUNCIL GOALS:
· Practice sound fiscal management by developing long-term funding and debt management plans.
DISCUSSION:
North Fontana Investment Company, LLC has initiated the process to form a Community Facilities District for the purpose of financing the acquisition of certain public facilities that are eligible under the City financing goals and policies, namely sewer, storm drain, street improvements, landscaping, and development impact fees. The formation of the district will benefit the City by funding the infrastructure projects outside of the typical improvements that would be required for the project including a contribution for a project of community benefit. CFD bond funding will allow for infrastructure to be built at one time reducing construction inconvenience for earlier residents and enhancing the overall community aesthetics.
The project consists of approximately 69.97 gross (48.15 net taxable acres) (526 residential lots), is located on the west side of Sierra Avenue north of Casa Grande Avenue.
The proposed Rate and Method of Apportionment (RMA) includes rates to pay for bonded indebtedness and maintenance of street lighting, landscaping and parks. Initial assigned residential rates are proposed as follows:
Land
Use
Class
Planning
Area
Residential Floor Area Bond
Debt Maint Total
1 7, 8, 9 &10 Two Story - 3,400 sf or Greater $5,626 $576 $6,202 2 7, 8, 9 &10 Two Story - 3,200 to less than 3,400 sf $5,417 $576 $5,993 3 7, 8, 9 &10 Two Story - 3,000 to less than 3,200 sf $5,208 $576 $5,784 4 7, 8, 9 &10 Two Story - 2,800 to less than 3,000 sf $5,007 $576 $5,583 5 7, 8, 9 &10 Two Story - 2,600 to less than 2,800 sf $4,883 $576 $5,459 6 7, 8, 9 &10 Two Story - 2,400 to less than 2,600 sf $4,381 $576 $4,957 7 7, 8, 9 &10 Two Story - 2,200 to less than 2,400 sf $4,164 $576 $4,740 8 7, 8, 9 &10 Two Story - 2,000 to less than 2,200 sf $3,947 $576 $4,523 9 7, 8, 9 &10 One Story - 2,000 sf or Greater $4,829 $576 $5,405 10 7, 8, 9 &10 One Story - Less than 2,000 sf $4,613 $576 $5,189 11 5 & 6 1,900 sf or Greater $3,845 $550 $4,395
12 5 & 6 1,700 to less than 1,900 sf $3,414 $550 $3,964 13 5 & 6 1,500 to less than 1,700 sf $2,953 $550 $3,503 14 5 & 6 1,300 to less than 1,500 sf $2,768 $550 $3,308 15 5 & 6 Less than 1,300 sf $2,583 $550 $3,133
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File #: 21-2055 Agenda Date: 3/14/2023
Agenda #: O. Category: Consent Calendar
Land
Use
Class
Planning
Area
Residential Floor Area Bond
Debt Maint Total
1 7, 8, 9 &10 Two Story - 3,400 sf or Greater $5,626 $576 $6,202 2 7, 8, 9 &10 Two Story - 3,200 to less than 3,400 sf $5,417 $576 $5,993 3 7, 8, 9 &10 Two Story - 3,000 to less than 3,200 sf $5,208 $576 $5,784 4 7, 8, 9 &10 Two Story - 2,800 to less than 3,000 sf $5,007 $576 $5,583 5 7, 8, 9 &10 Two Story - 2,600 to less than 2,800 sf $4,883 $576 $5,459 6 7, 8, 9 &10 Two Story - 2,400 to less than 2,600 sf $4,381 $576 $4,957 7 7, 8, 9 &10 Two Story - 2,200 to less than 2,400 sf $4,164 $576 $4,740 8 7, 8, 9 &10 Two Story - 2,000 to less than 2,200 sf $3,947 $576 $4,523 9 7, 8, 9 &10 One Story - 2,000 sf or Greater $4,829 $576 $5,405 10 7, 8, 9 &10 One Story - Less than 2,000 sf $4,613 $576 $5,189 11 5 & 6 1,900 sf or Greater $3,845 $550 $4,395
12 5 & 6 1,700 to less than 1,900 sf $3,414 $550 $3,964 13 5 & 6 1,500 to less than 1,700 sf $2,953 $550 $3,503 14 5 & 6 1,300 to less than 1,500 sf $2,768 $550 $3,308 15 5 & 6 Less than 1,300 sf $2,583 $550 $3,133
Sales prices for the homes have been estimated at $504,798 to $824,058. The proposed rates have been established to provide a total tax rate of less than 1.95% of the home value per City Policy.
The proposed rates for bonded indebtedness will support $28.4 million of bonds, providing funds to finance $24.0 million of facilities and/or fees. The proposed annual rates for maintenance of $576 for planning areas 7, 8, 9 and 10 and $550 for planning areas 5 and 6 will be sufficient to fund the annual maintenance costs for street lighting, landscaping and parks within and surrounding the area of the CFD. The rate also includes the maintenance costs related to the water quality system required by the State of California. The maximum annual tax rate for maintenance have been set at $810 per unit for planning areas 7, 8, 9 and 10 and $770 per unit for planning areas 5 and 6 with a 2% escalator per City Policy.
This action represents the first step in the process to establish the new district. Adoption of the proposed resolutions will set the public hearing for April 25, 2023. The levy of the proposed special taxes will be subject to the approval of the qualified electors of the new Community Facilities District at a special election.
The recommended action complies with the City Council's debt management objectives.
FISCAL IMPACT:
Most of the issuance costs are contingent upon the sale of the bonds and will be paid from proceeds.
The developer has deposited $50,000 with the City to pay for appraisal and miscellaneous costs that are non-contingent.
Annual debt service and maintenance costs will be paid from special taxes levied on the future homeowners within the district.
MOTION:
Approve staff recommendation.
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4155-3600-4165.1
RESOLUTION NO. ____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF FONTANA OF INTENTION TO ESTABLISH A
COMMUNITY FACILITIES DISTRICT PROPOSED TO BE
NAMED CITY OF FONTANA COMMUNITY FACILITIES
DISTRICT NO. 112 (THE GARDENS PHASE ONE), AND TO
AUTHORIZE THE LEVY OF A SPECIAL TAX
WHEREAS, Section 53318 of the Mello -Roos Community Facilities Act of 1982 (the “Act”) provides that proceedings for the establishment of a community facilities district shall be instituted by a legislative body of a local agency when a petition requesting the institution of the proceedings signed by the owners of not less than 10% of the area of land proposed to be included in the community facilities district and not proposed to be exempt from the special tax proposed to be levied therein, describing the boundaries of the territory that is proposed for inclusion in the community facilities district and specifying th e types of facilities and services to be financed by the community facilities district is filed with the clerk of the legislative body; WHEREAS, Section 53318 of the Act further provides that such a petition may not be acted upon until the payment of a fee in an amount that the legislative body determines, within 45 days of receiving such petition, is sufficient to compensate the legislative body for all costs incurred in conducting proceedings to create a community facilities district pursuant to the Act; WHEREAS, the City Council (the “City Council”) of the City of Fontana (the “City”) has received from each of Lennar Homes of California, LLC , a California limited liability company and AG EHC II (LEN) CA 2, L.P. , a Delaware limited partnership (collectively, the “Landowners”) a written petition ( together, the “Petition s”), requesting the institution of proceedings to establish a community facilities district (the “Community Facilities District”) and to levy a special tax (the “Special Tax”) in th e Community Facilities District , describing the boundaries of the territory that is proposed for inclusion in the Community Facilities District and specifying the types of facilities and services to be financed by the Community Facilities District; WHEREAS, in connection with the request to institute proceedings to establish the Community Facilities District, North Fontana Investment Company, LLC (“North Fontana Investment Co.”) paid a fee in an amount that the City Council has determined is sufficient to compensate the City Council for all cost incurred in conducting proceedings to create the Community Facilities District pursuant to the Act;
WHEREAS, the Landowners have represented and warranted to the City Council that the Landowners are the owner s of 10 0% of the area of land proposed to be included within the Community Facilities District and not proposed to be exempt from the Special Tax; WHEREAS, Section 53314.9 of the Act provides that, at any time either before or after the formation of a community facilities district, the legislative body may accept advances of funds from any source, including, but not limited to, private persons or private entities and may provide, by resolution, for the use of those funds for any authorized purpose, including, but not limited to, paying any cost incurred by the local agency in creating a community facilities district; 212
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WHEREAS, Section 53314.9 of the Act further provides that the legislative body may enter into an agreement, by resolution, with the person or entity advancing the funds, to repay all or a portion of the funds advanced, as determined by the legislative body, with or without interest, under all the following conditions: (a) the proposal to repay the funds is included in both the resolution of intention to establish a community facilities district adopted pursuant to Section 53321 of the Act and in the resolution of f ormation to establish a community facilities district pursuant to Section 53325.1 of the Act, (b) any proposed special tax is approved by the qualified electors of the community facilities district pursuant to the Act, and (c) any agreement shall specify that if the qualified electors of the community facilities district do not approve the proposed special tax, the local agency shall return any funds which have not been committed for any authorized purpose by the time of the election to the person or entity advancing the funds; WHEREAS, the City and North Fontana Investment Co. have entered into a Deposit and Reimbursement Agreement, dated as of September 1, 2022 (the “Deposit Agreement”), relating to the Community Facilities District, that provides for the advancement of funds by North Fontana Investment Co. to be used to pay costs incurred in connection with the establishment of the Community Facilities District and the issuance of special tax bonds thereby, and provides for the reimbursement to North Fontana Investment Co. of such funds advanced, without interest, from the proceeds of any such bonds issued by the Community Facilities District; and WHEREAS, the City desires to include in this Resolution, in accordance with Section 53314.9 of the Act, the proposal to repay funds pursuant to the Deposit Agreement; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fontana as follows:
Section 1. The foregoing recitals are true and correct , and the City Council so finds and determines.
Section 2. The City Council hereby finds that the Petition s are signed by the landowners owning the requisite area of land proposed to be included within the Community Facilities District and not proposed to be exempt from the Special Tax.
Section 3. The City Council proposes to establish a community facilities district under the terms of the Act. The boundaries of the territory proposed for inclusion in the Community Facilities District are described in the map showing the proposed Community Facilities District (the “Boundary Map”) on file with the City Clerk of the City (the “City Clerk”) , a copy of which is attached hereto as Exhibit A , which boundaries are hereby preliminarily approved and to which map reference is hereby made for further particulars. The City Clerk is hereby directed to sign the original Boundary Map and record, or cause to be recorded, the Boundary Map with all proper endorsements thereon in the office of the San Bernardino County Recorder within 15 days of the date of adoption of this Resolution, all as required b y Section 3111 of the California Streets and Highways Code.
Section 4. The name proposed for the Community Facilities District is “City of Fontana Community Facilities District No. 112 (The Gardens Phase One)”. 213
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Section 5. The public facilities (the “Facilities”) proposed to be financed by the Community Facilities District pursuant to the Act are described under the caption “Facilities” on Exhibit B hereto, which is by this reference incorporated herein. Those Facilities proposed to be purchased as completed public facilities are described under the caption “Facilities to be Purchased” on Exhibit B hereto. The services (the “Services”) proposed to be financed by the Community Facilities District pursuant to the Act are described under the caption “Services” on Exhibit B hereto. The incidental expenses proposed to be incurred are identified under the caption “Incidental Expenses” on Exhibit B hereto. All or any portion of the Facilities may be financed through a financing plan, including, but not limited to, a lease, leas e-purchase or installment - purchase arrangement.
Section 6. Except where funds are otherwise available, the Special Tax sufficient to pay for all Facilities and Services, secured by recordation of a continuing lien against all nonexempt real property in the Community Facilities District, will be annually levied within the Community Facilities District. The rate and method of apportionment of the Special Tax (the “Rate and Method”), in sufficient detail to allow each landowner within the proposed Community Facilities District to estimate the maximum amount that he or she will have to pay, is described in Exhibit C attached hereto, which is by this reference incorporated herein. The conditions under which the obligation to pay the Special Tax to pay for Facilities may b e prepaid and permanently satisfied are specified in the Rate and Method. The Special Tax will be collected in the same manner as ordinary ad valorem property taxes or in such other manner as the City Council shall determine, including direct billing of the affected property owners.
Section 7. The Special Tax may only finance the Services to the extent that they are in addition to those provided in the territory of the Community Facilities District before the Community Facilities District is created. The Services may not supplant services already available within that territory when the Community Facilities District is created.
Section 8. The tax year after which no further Special Tax to pay for Facilities will be levied against any parcel used for private residential purposes is specified in the Rate and Method.
Under no circumstances shall the Special Tax to pay for Facilities in any fiscal year against any parcel used for private residential purposes be increased as a consequence of delinquency or default by the owner or owners of any other parcel or parcels within the Community Facilities District by more than 10% above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults . For purposes of this paragraph, a parce l shall be considered “used for private residential purposes” not later than the date on which an occupancy permit for private residential use is issued.
Section 9. Pursuant to Section 53344.1 of the Act, the City Council hereby reserves to itself the right and aut hority to allow any interested owner of property within the Community Facilities District, subject to the provisions of said Section 53344.1 and to those conditions as it may impose, and any applicable prepayment penalties as prescribed in the bond indentu re or comparable instrument or document, to tender to the Community Facilities District treasurer in full payment or part payment of any installment of the Special Tax or the interest or penalties thereon which may be due or delinquent, but for which a bill has been received, any bond or other obligation secured thereby, the bond or other obligation to be taken at par and credit to be given for the accrued interest shown thereby computed to the date of tender. 214
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Section 10. The City Council hereby fixes Tuesday, April 25, 2023, at 7:00 p.m., or as soon thereafter as the City Council may reach the matter, at 8353 Sierra Avenue, Fontana, California, as the time and place when and where the City Council will conduct a public hearing on the establishment of the Community Facilities District; provided, that, in the event the April 25, 2023 City Council meeting is held via teleconference and/or videoconference only, the means by which the public may observe such public hearing and offer public comment shall be prescribed in the notice and agenda for such City Council meeting.
Section 11. The City Clerk is hereby directed to publish, or cause to be published, a notice of said public hearing one time in a newspaper of general circulation published in the area of the proposed Community Facilities District. The publication of said notice shall be completed at least seven days prior to the date herein fixed for said public hearing. Said notice shall contain the information prescribed by Section 53322 of the Act.
Section 12. The levy of the proposed Special Tax shall be subject to the approval of the qualified electors of the Community Facilities District at a special election. The proposed voting procedure shall be by mailed or hand -delivered ballot among the landowners in the Community Facilities District, with each owner having one vote for each acre or portion of an acre such owner owns in the Community Facilities District.
Section 13. Each officer of the City who is or will be responsible for providing one or more of the proposed types of Facilities or Services is hereby directed to study, or cause to be studied, the proposed Community Facilities District and, at or before said public hearing, file a report with the City Council containing a brief description of the Facilities and Services by type that will in his or her opinion be required to adequately meet the needs of the Community Facilities District, and his or her estimate of the cost of providing the Facilities and Services. Such officers are hereby also directed to estimate the fair and reasonable cost o f the Facilities proposed to be purchased as completed public facilities and of the incidental expenses proposed to be paid. Such report shall be made a part of the record of said public hearing.
Section 14. North Fontana Investment Co. has heretofore advanced certain funds, and may advance additional funds, that have been or may be used to pay costs incurred in connection with the establishment of the Community Facilities District and the issuance of special tax bonds thereby. The City Council proposes to repay all or a portion of such funds expended for such purpose, solely from the proceeds of such bonds, pursuant to the Deposit Agreement. The Deposit Agreement is hereby incorporated herein as though set forth in full herein.
Section 15. All actions heretofore taken by the officers, employees and agents of the City with respect to the establishment of the Community Facilities District, or in connection with or related to any of the matters referred to herein, are hereby approved, confirmed and ratified.
Section 16. The officers, employees and agents of the City are hereby authorized and directed to take all actions and do all things that they, or any of them, may deem necessary or desirable to accomplish the purposes of this Resolution and not inconsistent with the p rovisions hereof.
Section 17. This Resolution shall take effect immediately upon its adoption. 215
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APPROVED and ADOPTED by the City Council of the City of Fontana on March 14, 2023.
READ AND APPROVED AS TO LEGAL FORM:
City Attorney
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EXHIBIT A
BOUNDARY MAP
217
TRACT NO.
20362
CASA GRANDE AVENUE
CYPRESS AVENUE
DUNCAN CANYON ROAD
SIERRA AVENUE
FIELDCRESS DRIVE
CASSAVA DRIVE
MONTELENA ROAD
GARDENS STREET
LOT 6
TRACT NO. 20364
TRACT NO. 20363
TRACT NO. 20362
LOT 5
(THE GARDENS PHASE ONE)
PROPOSED BOUNDARIES OF CITY OF FONTANA COMMUNITY FACILITIES DISTRICT NO. 112 218
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EXHIBIT B
FACILITIES, SERVICES AND INCIDENTAL EXPENSES
Facilities
The types of facilities to be financed by the Community Facilities District are streets, including grading, paving, curbs and gutters, sidewalks, street signalization and signage, street lights and parkway and landscaping related thereto, sewers, storm dra ins, flood control facilities, fire protection facilities, police facilities, public facilities, landscaping, library facilities, park and recreational facilities, water distribution, treatment and storage facilities and land, rights -of-way and easements necessary for any of such facilities.
Facilities to be Purchased
The types of facilities to be purchased as completed facilities are streets, including grading, paving, curbs and gutters, sidewalks, street signalization and signage, street lights and parkwa y and landscaping related thereto, sewers, storm drains, fire protection facilities, police facilities, public facilities, landscaping, library facilities, park and recreational facilities, flood control facilities, water distribution, treatment and storage facilities and land, rights-of-way and easements necessary for any of such facilities.
Services
The types of services to be financed by the Community Facilities District are fire protection and suppression services, maintenance and lighting of parks, parkways, streets, roads and open space, flood and storm protection services and maintenance and operation of any real property or other tangible property with an estimated useful life of five or more years that is owned by the City.
Incidental Expenses
The incidental expenses proposed to be incurred include the following:
(a) the cost of planning and designing public facilities to be financed, including the cost of environmental evaluations of those facilities; (b) the costs associated with the creation of the Community Facilities District, issuance of bonds, determination of the amount of taxes, collection of taxes, payment of taxes, or costs otherwise incurred in order to carry out the authorized purposes of the Community Facilities District; and
(c) any o ther expenses incidental to the construction, completion, and inspection of the authorized work.
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EXHIBIT C
PROPOSED RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
220
City of Fontana February 25, 2023
Community Facilities District No. 112 (The Gardens Phase One) Page 1
RATE AND METHOD OF APPORTIONMENT FOR
CITY OF FONTANA COMMUNITY FACILITIES DISTRICT NO. 112
(THE GARDENS PHASE ONE)
A Special Tax as hereinafter defined shall be levied on all Assessor's Parcels of Taxable Property in City of Fontana Community Facilities District No . 112 (The Gardens Phase One) ("CFD No. 112") and collected each Fiscal Year, in an amount determined by the City Council of the City of Fontana, through the application of the Rate and Me thod of Apportionment as described below.
All of the real property in CFD No. 112, unless exe mpted by law or by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner herein provided.
A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
"Acre" or "Acreage" means the land area expressed in acres of an Asses sor’s Parcel as shown on an Assessor’s Parcel Map, or if the land area is not shown on an Assessor’s Parcel Map, the land area shown on the applicable final map, parcel map, condominium plan, or other recorded County map or the land area calculated to the reaso nable satisfaction of the CFD Administrator using the boundaries set forth on such map or plan. For residential dwelling units within a condominium plan, the Acres applicable to each resi dential dwelling unit shall be determined by dividing (i) the Acres of the underlying lot or par cel on which the residential dwelling unit is constructed or to be constructed, by (ii) the total number of residential dwelling units constructed or to be constructed on such lot or parcel. The sq uare footage of an Assessor’s Parcel is equal to the Acreage of such parcel multiplied by 43,560.
"Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2 of Title 5 (commencing with Sect ion 53311) of the California Government Code.
"Administrative Expenses" means the following actual or reasonably estimated costs directly related to the administration of CFD No. 112, inclu ding but not limited to: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or designee thereof or both); the costs of collecting the Special Taxes (whether by the County or otherwise); the costs of remitting the Sp ecial Taxes to the Trustee; the costs of the Trustee (including its legal counsel) in the discha rge of the duties required of it under the Indenture; the costs to the City, CFD No. 112 or an y designee thereof of complying with arbitrage rebate requirements with respect to the S pecial Tax and CFD No. 112 Bonds; the costs to the City, CFD No. 112 or any designee thereof of complying with disclosure requirements of the City, CFD No. 112 or obligated persons associat ed with applicable federal and state securities laws and the Act; the costs associated with preparing Special Tax disclosure statements and responding to public inquiries regarding the Sp ecial Taxes; the costs of the City, CFD No. 112, or any designee thereof related to the reducti on of the Assigned Facilities Special Tax and Backup Facilities Special Tax in accordance with Se ction C.1 herein; the costs of the City, CFD No. 112 or any designee thereof related to an appea l of the Special Tax; and the City’s annual administration fees and third party expenses relate d to CFD No. 112 Bonds. Administrative Expenses shall also include amounts estimated or ad vanced by the City or CFD No. 112 for any other administrative purposes of CFD No. 112, inclu ding attorney’s fees and other costs related to commencing and pursuing to completion any forecl osure of delinquent Special Taxes.
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Community Facilities District No. 112 (The Gardens Phase One) Page 2 "Assessor" means the Assessor of the County.
"Assessor's Parcel" means a lot or parcel to which an Assessor’s parce l number is assigned as determined from an Assessor’s Parcel Map or the applicable assessment roll.
"Assessor's Parcel Map" means an official map of the Assessor designating parcels by Assessor’s Parcel number.
"Assigned Facilities Special Tax" means the applicable Facilities Special Tax for (i ) Residential Property as determined in accordance wi th Section C.1.a.(2) herein, and (ii) Non- Residential Property as determined in accordance with Section C.1.a.(3) herein.
"Assigned Services Special Tax" means the Services Special Tax, determined in acco rdance with Section C.2.b herein, that can be levied in an y Fiscal Year on any Assessor’s Parcel of Developed Property.
"Authorized Facilities" means those facilities eligible to be funded by CFD No. 112.
"Authorized Services" means those services eligible to be funded by CFD No. 112 in accordance with the Act, including, but not limited to, fire protection and suppression services, maintenance and lighting of parks, parkways, street s, roads and open space, flood and storm protection services and maintenance and operation of any real property or other tangible property with an estimated useful life of five or more years that is owned by the City.
"Backup Facilities Special Tax" means the Facilities Special Tax applicable to eac h Assessor's Parcel of Developed Property, as determined in accordance with Section C.1.a.(4) herein.
"Buildout" means, for CFD No. 112, that all expected building permits for residential dwelling units and/or non-residential development to be cons tructed within CFD No. 112 have been issued, as determined by the CFD Administrator.
"CFD Administrator" means an official of the City, or designee thereof , responsible for determining the Special Tax Requirement for Facilit ies and the Special Tax Requirement for Services, providing for the levy and collection of the Special Taxes, and performing other duties as set forth herein.
"CFD No. 112" means City of Fontana Community Facilities Distric t No. 112 (The Gardens Phase One).
"CFD No. 112 Bonds" means any bonds or other debt (as defined in Secti on 53317(d) of the Act), whether in one or more series, issued by CFD No. 112 and secured by the Facilities Special Tax levy on property within the boundaries of CFD No. 112 under the Act.
"City" means the City of Fontana, California.
"Contractual Impositions" means (a) a voluntary contractual assessment established and levied on an Assessor’s Parcel pursuant to Chapter 29 of P art 3 of Division 7 of the California Streets and Highways Code (commencing with Section 5898.10 et seq. ), as amended from time to time, (b) a special tax established and levied on an Asse ssor’s Parcel pursuant to Section 53328.1 of the California Government Code and related provisio ns of the Act, as amended from time to 222
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Community Facilities District No. 112 (The Gardens Phase One) Page 3 time, and (c) any other fee, charge, tax or assessm ent established and levied on an individual Assessor’s Parcel pursuant to a contractual agreeme nt or other voluntary consent by the owner thereof.
"Council" means the City Council of the City acting as the legislative body of CFD No. 112.
"County" means the County of San Bernardino.
"Developed Property" means, for each Fiscal Year, (i) with respect to t he Facilities Special Tax, all Taxable Property, exclusive of Taxable Pub lic Property and Taxable Property Owner Association Property, for which a building permit f or new construction, other than the construction of a garage, parking lot, or parking s tructure, was issued after January 1, 2023 and on or before May 1 of the Fiscal Year preceding the Fiscal Year for which the Facilities Special Taxes are being levied, and (ii) with respect to th e Services Special Tax, all Taxable Property, exclusive of Taxable Public Property and Taxable Pr operty Owner Association Property, (a) for which the Final Residential Subdivision was recorde d prior to the Fiscal Year for which the Services Special Taxes are being levied, or (b) for which a building permit has been issued with respect to Non-Residential Property on or before Ma y 1 of the Fiscal Year preceding the Fiscal Year for which the Services Special Taxes are being levied.
"Facilities Special Tax" means the special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property within CFD No . 112 to fund the Special Tax Requirement for Facilities, as set forth in Section C.1 herein.
"Final Residential Subdivision" means a Final Subdivision that creates individual l ots for which building permits may be issued for residentia l dwelling units without further subdivision of such property.
"Final Subdivision" means (i) a subdivision of property by recordation of a final map, parcel map, or lot line adjustment approved by the City pu rsuant to the Subdivision Map Act (California Government Code Section 66410 et seq. ) that creates individual lots or parcels for which building permits may be issued, or (ii) for c ondominiums, a final map approved by the City and a condominium plan recorded pursuant to Ca lifornia Civil Code Section 4285 that creates an individual lot(s) for which a building p ermit(s) may be issued without further subdivision. The term "Final Subdivision" shall no t include any Assessor’s Parcel Map or subdivision map or portion thereof that does not cr eate individual lots for which a building permit may be issued, including Assessor’s Parcels that are designated as remainder parcels.
Notwithstanding the above, a condominium plan for w hich one or more building permits have been issued, but no individual lots have been creat ed for such building permits, shall be considered a Final Subdivision, and the portion of the condominium plan for which building permits have been issued shall be defined as Developed Property.
"Fiscal Year" means the period starting July 1 and ending on the following June 30.
"Indenture" means the indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which CFD No. 112 Bonds are issued, as modified, amended and/or supplemented from time to time.
"Land Use Class" means any of the classes listed in Table 1, Table 5, or Table 6 herein.
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Community Facilities District No. 112 (The Gardens Phase One) Page 4 "Lower Income Households Welfare Exemption Property " means, for each Fiscal Year, an Assessor’s Parcel within the boundaries of CFD No. 112 that is subject to a welfare exemption under subdivision (g) of Section 214 of the Califor nia Revenue and Taxation Code (or any successor statute), as indicated in the County’s as sessment roll finalized as of the last preceding January 1.
"Maximum Facilities Special Tax" means the maximum Facilities Special Tax, determin ed in accordance with Section C.1 herein, that can be lev ied in any Fiscal Year on any Assessor’s Parcel of Taxable Property.
"Maximum Services Special Tax" means the maximum Services Special Tax, determined in accordance with Section C.2 herein, that can be lev ied in any Fiscal Year on any Assessor’s Parcel of Developed Property.
"Minimum Sale Price" means the minimum price at which any parcel in a g iven Land Use Class has sold or is expected to be sold in a norma l marketing environment and shall not include prices for such parcels that are sold at a discount to expected sales prices for the purpose of stimulating the initial sales activity with respect to such Land Use Class.
"Non-Residential Property" means all Assessor’s Parcels of Developed Property for which a building permit(s) has been issued by the City perm itting the construction of one or more non- residential structures or facilities.
"One Story Residential Property" means an Assessor’s Parcel of Residential Property containing a one-story residential dwelling unit as set forth in the building permit(s) issued for such Assessor’s Parcel and/or as set forth in the a ppropriate records kept by the Building and Safety Department of the City, or other applicable City department, as determined by the CFD Administrator.
"Outstanding Bonds" means all CFD No. 112 Bonds which are outstanding under the Indenture.
"Planning Area" means an area designated with the letters "P.A." as shown on Exhibit B.
"Price Point Consultant" means any consultant or firm of such consultants s elected by CFD No. 112 that (a) has substantial experience in perf orming price point studies for residential dwelling units within community facilities districts or otherwise estimating or confirming pricing for residential dwelling units in community facilit ies districts, (b) has recognized expertise in analyzing economic and real estate data that relate s to the pricing of residential dwelling units in community facilities districts, (c) is in fact inde pendent and not under the control of CFD No. 112 or the City, (d) does not have any substantial interest, direct or indirect, with or in (i) CFD No. 112, (ii) the City, (iii) any owner of real pro perty in CFD No. 112, or (iv) any real property in CFD No. 112, and (e) is not connected with CFD N o. 112 or the City as an officer or employee thereof, but who may be regularly retained to make reports to CFD No. 112 or the City.
"Price Point Study" means a price point study or a letter updating a p revious price point study prepared by the Price Point Consultant pursuant to Section C herein.
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Community Facilities District No. 112 (The Gardens Phase One) Page 5 "Property Owner Association Property" means, for each Fiscal Year, (i) any property with in the boundaries of CFD No. 112 for which the owner o f record, as determined from the County’s assessment roll for the Fiscal Year in which the Sp ecial Tax is being levied, is a property owner’s association, including any master or sub-as sociation, or (ii) any property located in a Final Subdivision that was recorded as of the Janua ry 1 preceding the Fiscal Year in which the Special Tax is being levied and which, as determine d from such Final Subdivision, is or will be open space, a common area recreation facility, or a private street. Notwithstanding the foregoing, any property previously classified as De veloped Property and subsequently owned in fee or by easement, or dedicated to, a property own er association, including any master or sub- association, shall remain classified as Developed Property.
"Proportionately" means that the ratio of the actual Facilities Speci al Tax levy to the Assigned Facilities Special Tax is equal for all Assessor’s Parcels of Developed Property, and that the ratio of the actual Services Special Tax levy to the Assi gned Services Special Tax is equal for all Assessor’s Parcels of Developed Property. For Unde veloped Property, "Proportionately" means that the ratio of the actual Facilities Special Tax levy per Acre to the Maximum Facilities Special Tax per Acre is equal for all Assessor’s Parcels of Undeveloped Property. The term "Proportionately" shall similarly be applied to oth er categories of Taxable Property as listed in Section D herein.
"Public Property" means, for each Fiscal Year, any property within t he boundaries of CFD No. 112 that is (i) owned by, irrevocably offered or de dicated to the federal government, the State, the County, the City, or any local government or ot her public agency, provided, however, that any property leased by a public agency to a private entity and subject to taxation under Section 53340.1 of the Act shall be taxed and classified ac cording to its use; or (ii) encumbered by a public utility easement making impractical its use for any purpose other than that set forth in the easement.
"Rate and Method of Apportionment" means this Rate and Method of Apportionment for CFD No. 112.
"Residential Floor Area" means all of the square footage of living area wit hin the perimeter of a residential structure, not including any carport, walkway, garage, overhang, patio, enclosed patio, or similar area. The determination of Residential Floor Area for an Assessor’s Parcel shall be as set forth in the building permit(s) issued fo r such Assessor’s Parcel and/or as set forth in the appropriate records kept by the Building and Sa fety Department of the City, or other applicable City department, as determined by the CFD Administrator.
"Residential Property" means all Assessor’s Parcels of Developed Property for which a building permit(s) has been issued by the City permitting the construction thereon of one or more residential dwelling units.
"Services Special Tax" means the special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Developed Property within CFD No. 112 to fund the Special Tax Requirement for Services, as set forth in Section C.2 herein.
"Special Tax" or "Special Taxes" means the Facilities Special Tax and/or Services S pecial Tax, as applicable.
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Community Facilities District No. 112 (The Gardens Phase One) Page 6 "Special Tax Requirement for Facilities" means, for any Fiscal Year, that amount required, after taking into account available amounts held in the funds and accounts under the Indenture, for the following items: (i) debt service on all Ou tstanding Bonds due in the calendar year commencing in such Fiscal Year; (ii) periodic costs with respect to the CFD No. 112 Bonds, including but not limited to, costs of credit enhan cement and federal rebate payments due in the calendar year commencing in such Fiscal Year; (iii) pay all or a portion of Administrative Expenses; (iv) any amounts required to establish or replenish any reserve funds for all Outstanding Bonds; (v) without duplicating any amou nts described in clause (iv), above, reasonably anticipated Facilities Special Tax delin quencies based on the delinquency rate for the Facilities Special Tax in the previous Fiscal Year, as said levy for delinquencies shall be limited by the Act; and (vi) pay directly for the acquisiti on or construction of Authorized Facilities, provided that the inclusion of such amount does not increase the Facilities Special Tax levy beyond the first step in Section D.1 herein.
"Special Tax Requirement for Services" means that amount required in any Fiscal Year for CFD No. 112 to (i) pay directly for the Authorized Services; (ii) pay Administrative Expenses not funded through the Special Tax Requirement for Facilities as determined by the CFD Administrator; (iii) pay for reasonably anticipated Services Special Tax delinquencies based on the delinquency rate for the Services Special Tax l evy in the previous Fiscal Year; less (iv) a credit for funds available to reduce the annual Ser vices Special Tax levy, as determined by the CFD Administrator, so long as the amount required is not less than zero.
"State" means the State of California.
"Taxable Property" means all of the Assessor's Parcels within the bou ndaries of CFD No. 112 which are not exempt from the Special Tax pursuant to applicable law or Section E herein.
"Taxable Property Owner Association Property" means all Assessor’s Parcels of Property Owner Association Property that are not exempt pursuant to Section E herein.
"Taxable Public Property" means all Assessor’s Parcels of Public Property th at are not exempt pursuant to Section E herein.
"Total Tax Burden" means, for a parcel of residential property within a Land Use Class, for the Fiscal Year in which Total Tax Burden is being calc ulated, the sum of (a) the Assigned Facilities Special Tax for such Fiscal Year, plus (b) the Assi gned Services Special Tax for such Fiscal Year, plus (c) the ad valorem property taxes, special assessments, special taxes for any overlapping community facilities districts, and any other governmental fees, charges (other than fees or charges for services such as sewer and tras h), taxes and assessments (which, for purposes of clarity, do not include Contractual Impositions) collected by the County on ad valorem tax bills and that the CFD Administrator estimates woul d be levied or imposed on such residential property in such Fiscal Year if the residential dwe lling unit thereon or therein had been completed and sold, and was subject to such fees, c harges, taxes and assessments in such Fiscal Year.
"Trustee" means the trustee or fiscal agent under the Indenture.
"Two Story Residential Property" means an Assessor’s Parcel of Residential Property containing a two-story residential dwelling unit as set forth in the building permit(s) issued for such Assessor’s Parcel and/or as set forth in the a ppropriate records kept by the Building and 226
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Community Facilities District No. 112 (The Gardens Phase One) Page 7 Safety Department of the City, or other applicable City department, as determined by the CFD Administrator.
"Undeveloped Property" means, for each Fiscal Year, all Taxable Property not classified as Developed Property, Taxable Public Property or Taxable Property Owner Association Property.
Please refer to additional definitions in Section H herein relating to the Prepayment of Facilities Special Tax.
B. ASSIGNMENT TO LAND USE CATEGORIES
Each Fiscal Year, commencing with Fiscal Year 2023- 2024, all Taxable Property within CFD No. 112 shall be classified as Developed Property, Undeveloped Property, Taxable Public Property or Taxable Property Owner Association Prop erty, and shall be subject to Special Taxes in accordance with this Rate and Method of Apportio nment determined pursuant to Sections C and D herein.
C. MAXIMUM SPECIAL TAX RATE
1. Facilities Special Tax
At least 30 days prior to the issuance of the first series of CFD No. 112 Bonds, the Assigned Facilities Special Tax for Residential Property (se t forth in Table 1 below) shall be analyzed in accordance with and subject to the conditions set f orth in this Section C. At such time, the CFD Administrator shall request the Price Point Consultant to prepare a Price Point Study setting forth the Minimum Sale Price of residential property with in each Land Use Class. If based upon such Price Point Study the CFD Administrator calculates that the Total Tax Burden applicable to one or more Land Use Classes of residential property co nstructed or to be constructed within CFD No. 112 shall exceed 1.95% of the Minimum Sale Pric e of such residential property constructed or to be constructed within CFD No. 112, the CFD Ad ministrator shall reduce the Assigned Facilities Special Tax to the extent necessary to c ause the Total Tax Burden that shall apply to residential property within such Land Use Class(es) to not exceed 1.95% of the Minimum Sale Price of such residential property. Each Assigned Facilities Special Tax reduction for a Land Use Class shall be calculated separately, and it sh all not be required that such reduction be proportionate among Land Use Classes. In connectio n with any reduction in the Assigned Facilities Special Tax for Residential Property, th e CFD Administrator shall also reduce the Assigned Facilities Special Tax for Non-Residential in accordance with Section C.1.a.(3) herein, and the Backup Facilities Special Tax in accordance with Section C.1.a.(4) herein. Upon determining the reductions, if any, in the Assigned Facilities Special Tax and Backup Facilities Special Tax required pursuant to this Section C, th e CFD Administrator shall complete the Certificate to Amend Facilities Special Tax substan tially in the form attached hereto as Exhibit A (the “Certificate to Amend”) and shall execute su ch completed Certificate to Amend and shall deliver such Certificate to Amend to CFD No. 112. U pon receipt thereof, if in satisfactory form, CFD No. 112 shall execute such Certificate to Amend . The reduced Assigned Facilities Special Tax and Backup Facilities Special Tax specified in such Certificate to Amend shall become effective upon the execution of such Certificate to Amend by CFD No. 112. The Assigned Facilities Special Tax and Backup Facilities Specia l Tax reductions permitted pursuant to this Section C shall be reflected in an amended notice o f Special Tax lien which CFD No. 112 shall cause to be recorded with the San Bernardino County Recorder as soon as practicable after execution of the Certificate to Amend by CFD No. 11 2. If based upon such Price Point Study 227
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Community Facilities District No. 112 (The Gardens Phase One) Page 8 the CFD Administrator calculates that the Total Tax Burden applicable to each Land Use Class of residential property constructed or to be constr ucted within CFD No. 112 does not exceed
1.95% of the Minimum Sale Price of each such Land U se Class of residential property constructed or to be constructed within CFD No. 112 , then there shall be no reduction in the Assigned Facilities Special Tax, nor shall there be a reduction in the Backup Facilities Special Tax.
a. Developed Property
(1). Maximum Facilities Special Tax
The Maximum Facilities Special Tax for each Assesso r's Parcel classified as Developed Property shall be the greater of (i) the amount der ived by application of the Assigned Facilities Special Tax or (ii) the amount derived b y application of the Backup Facilities Special Tax.
(2). Assigned Facilities Special Tax for Residenti al Property
Residential Property shall be assigned to Land Use Classes 1 through 15 as listed in Table 1 below based on the Planning Area, Descripti on, and the Residential Floor Area associated with each such residential dwelling unit . The Assigned Facilities Special Tax that shall be levied in any Fiscal Year for each Land Use Class is shown below in Table 1 and shall not be subject to escalation.
Table 1
Assigned Facilities Special Tax for Residential Property City of Fontana CFD No. 112 (The Gardens Phase One)
Land
Use
Class
Planning
Area Description
Residential Floor
Area (square feet)
Assigned
Facilities
Special Tax
1 Planning
Area
7, 8, 9 & 10
Two Story Residential Property 3,400 or greater $5, 626 per unit 2 Two Story Residential Property 3,200 to less than 3,400 $5,417 per unit 3 Two Story Residential Property 3,000 to less than 3,200 $5,208 per unit 4 Two Story Residential Property 2,800 to less than 3,000 $5,007 per unit 5 Two Story Residential Property 2,600 to less than 2,800 $4,883 per unit 6 Two Story Residential Property 2,400 to less than 2,600 $4,381 per unit 7 Two Story Residential Property 2,200 to less than 2,400 $4,164 per unit 8 Two Story Residential Property Less than 2,200 $3 ,947 per unit 9 One Story Residential Property 2,000 or greater $ 4,829 per unit 10 One Story Residential Property Less than 2,000 $ 4,613 per unit 11 Planning
Area
5 & 6
Residential Property 1,900 or greater $3,845 per un it
12 Residential Property 1,700 to less than 1,900 $3 ,414 per unit 13 Residential Property 1,500 to less than 1,700 $2 ,953 per unit 14 Residential Property 1,300 to less than 1,500 $2 ,768 per unit 15 Residential Property Less than 1,300 $2,583 per unit 228
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Community Facilities District No. 112 (The Gardens Phase One) Page 9 (3). Assigned Facilities Special Tax for Non-Resid ential Property
The Assigned Facilities Special Tax for an Assessor’s Parcel of Non-Residential Property within a Planning Area shall equal the lesser of (a ) the Assigned Facilities Special Tax applicable for such Planning Area set forth in Tabl e 2 below (as such Assigned Facilities Special Tax shall not be subject to escalation), or (b) in connection with any reduction in the Assigned Facilities Special Tax for Residential Property as set forth in Section C.1 herein, the amount per Acre calculated for each Pla nning Area pursuant to the formula below:
RAFST = AFST ATP
These terms have the following meaning:
RAFST = the reduced Assigned Facilities Special Tax for Non-Residential Property within a Planning Area.
AFST = The total estimated Assigned Facilities Spec ial Tax levy within such Planning Area based on the reduced Assigned Facilit ies Special Taxes for Developed Property permitted pursuant to Section C. 1 herein which could be levied on all expected development within such Plan ning Area assuming Buildout of CFD No. 112.
ATP = The sum of the Acreage of all Taxable Property within a Final Subdivision (assuming Buildout of CFD No. 112) within such Plan ning Area (after excluding Public Property and Property Owner Association Prop erty as set forth in Section E.1 herein).
Table 2
Assigned Facilities Special Tax for Non-Residential Property City of Fontana CFD No. 112 (The Gardens Phase One)
Planning Area
Assigned
Facilities
Special Tax
P.A. 5 $55,240 per Acre
P.A. 6 $50,260 per Acre
P.A. 7 $63,050 per Acre
P.A. 8, 9 & 10 $40,030 per Acre
(4). Backup Facilities Special Tax
The Backup Facilities Special Tax for an Assessor’s Parcel of Developed Property within a Planning Area shall equal the lesser of (a) the B ackup Facilities Special Tax applicable for such Planning Area set forth in Table 3 below ( as such Backup Facilities Special Tax shall not be subject to escalation), or (b) in connection with any reduction in the Assigned Facilities Special Tax as set forth in Section C.1 herein, the amount per Acre calculated for each Planning Area pursuant to the formula below:
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Community Facilities District No. 112 (The Gardens Phase One) Page 10 RBFST = AFST ATPX
These terms have the following meaning:
RBFST = the reduced Backup Facilities Special Tax f or Developed Property within a Planning Area.
AFST = The total estimated Assigned Facilities Spec ial Tax levy within such Planning Area based on the reduced Assigned Facilit ies Special Taxes for Developed Property permitted pursuant to Section C. 1 herein which could be levied on all expected development within such Plan ning Area assuming Buildout of CFD No. 112.
ATPX = The sum of the Acreage of all Taxable Proper ty within a Final Subdivision (assuming Buildout of CFD No. 112) with in such Planning Area (after excluding Public Property and Property Owner Association Property as set forth in Section E.1 herein) multiplied by 90%.
Table 3
Backup Facilities Special Tax for Developed Property
City of Fontana CFD No. 112 (The Gardens Phase One)
Planning Area
Backup
Facilities
Special Tax
P.A. 5 $64,990 per Acre
P.A. 6 $59,120 per Acre
P.A. 7 $70,050 per Acre
P.A. 8, 9 & 10 $44,480 per Acre
Furthermore, all Assessors’ Parcels within CFD No. 112 shall be relieved simultaneously and permanently from the obligation to pay and disc lose the Backup Facilities Special Tax if the CFD Administrator calculates that (i) th e annual debt service required for the Outstanding Bonds, when compared to the Assigned Fa cilities Special Tax that shall be levied against all Assessors’ Parcels of Developed Property in CFD No. 112 results in 110% debt service coverage (i.e., the Assigned Faci lities Special Tax that shall be levied against all Developed Property in CFD No. 112 in ea ch remaining Fiscal Year based on the then existing development is at least equal to the sum of (a) 1.10 times the debt service necessary to support the remaining Outstand ing Bonds in each corresponding Fiscal Year, and (b) Administrative Expenses), and (ii) all authorized CFD No. 112 Bonds have already been issued or the Council has c ovenanted that it shall not issue any additional CFD No. 112 Bonds (except refunding bond s) to be supported by the Facilities Special Tax in CFD No. 112.
(5). Multiple Land Uses
In some instances an Assessor’s Parcel may contain both Developed Property and Undeveloped Property. In such cases, the Acreage o f the Assessor’s Parcel shall be allocated between Developed Property and Undeveloped Property based on the portion of the Assessor’s Parcel for which building permits ha d been issued prior to May 1 of the 230
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Community Facilities District No. 112 (The Gardens Phase One) Page 11 prior Fiscal Year and the portion of the Assessor’s Parcel for which building permits had not been issued prior to May 1 of the prior Fiscal Year.
Furthermore, Developed Property may contain more th an one Land Use Class. In such cases, the Acreage that is considered Developed Pro perty shall be allocated between Residential Property and Non-Residential Property b ased on the amount of Acreage designated for each land use as determined by reference to the site plan approved for such Assessor's Parcel. The Maximum Facilities Special Tax that can be levied on such Assessor’s Parcel shall be the sum of the Maximum F acilities Special Tax that can be levied on each type of property located on that Assessor’s Parcel.
The CFD Administrator’s allocation to each type of property shall be final.
b. Undeveloped Property, Taxable Public Property, a nd Taxable Property Owner Association Property
The Maximum Facilities Special Tax for each Assesso r’s Parcel of Undeveloped Property, Taxable Public Property, and Taxable Prop erty Owner Association Property within a Planning Area shall be the applicable amou nt for such Planning Area set forth in Table 4 below. The Maximum Facilities Special Tax for Undeveloped Property, Taxable Public Property, and Taxable Property Owner Association Property shall not be subject to escalation and shall therefore remain the same in every Fiscal Year.
Table 4
Maximum Facilities Special Tax for Undeveloped Property, Taxable Public Property and Taxable Property Owner Association Property City of Fontana CFD No. 112 (The Gardens Phase One)
Planning Area
Maximum
Facilities
Special Tax
P.A. 5 $64,990 per Acre
P.A. 6 $59,120 per Acre
P.A. 7 $70,050 per Acre
P.A. 8, 9 & 10 $44,480 per Acre
2. Services Special Tax
For purposes of the Services Special Tax, an Assess or(s) Parcel of Developed Property within a Final Residential Subdivision shall be assigned to Land Use Classes 1 through 4, as identified in Table 5 and Table 6 below, based on the Planning Ar ea associated with such Assessor’s Parcel.
Non-Residential Property shall be assigned to Land Use Class 5. Furthermore, the Services Special Tax levied against each Assessor’s Parcel w ithin a Final Residential Subdivision shall be based on the number of residential dwelling units f or which building permits have been issued or are expected to be issued for such Assessor’s Parce l, as determined by the CFD Administrator based on such Final Residential Subdivision or other available documents.
a. Maximum Services Special Tax
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Community Facilities District No. 112 (The Gardens Phase One) Page 12 The Fiscal Year 2023-2024 Maximum Services Special Tax for each Land Use Class of Developed Property is shown below in Table 5.
Table 5
Maximum Services Special Tax for Developed Property
City of Fontana CFD No. 112 (The Gardens Phase One)
Fiscal Year 2023-2024
Land
Use
Class
Planning
Area
Description
Maximum
Services
Special Tax
1 P.A. 5 Final Residential Subdivision $770 per unit
2 P.A. 6 Final Residential Subdivision $770 per unit
3 P.A. 7 Final Residential Subdivision $810 per unit
4 P.A. 8, 9 & 10 Final Residential Subdivision $810 per unit 5 NA Non-Residential Property $7,820 per Acre
b. Assigned Services Special Tax
The Fiscal Year 2023-2024 Assigned Services Special Tax for each Land Use Class of Developed Property is shown below in Table 6.
Table 6
Assigned Services Special Tax for Developed Property
City of Fontana CFD No. 112 (The Gardens Phase One)
Fiscal Year 2023-2024
Land
Use
Class
Planning
Area
Description
Assigned
Services
Special Tax
1 P.A. 5 Final Residential Subdivision $550 per unit
2 P.A. 6 Final Residential Subdivision $550 per unit
3 P.A. 7 Final Residential Subdivision $576 per unit
4 P.A. 8, 9 & 10 Final Residential Subdivision $576 per unit 5 NA Non-Residential Property $5,580 per Acre
c. Increase in the Maximum Services Special Tax
The Maximum Services Special Tax in Table 5 above s hall be applicable for Fiscal Year 2023-2024, and shall increase thereafter, commencin g on July 1, 2024, and on each July 1 thereafter by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year.
d. Increase in the Assigned Services Special Tax
The Assigned Services Special Tax in Table 6 above shall be applicable for Fiscal Year 2023-2024, and shall increase thereafter, commencin g on July 1, 2024, and on each July 232
City of Fontana February 25, 2023
Community Facilities District No. 112 (The Gardens Phase One) Page 13 1 thereafter in an amount estimated to fund the Spe cial Tax Requirement for Services for the Fiscal Year commencing on such July 1. However , in no case shall the Assigned Services Special Tax for an Assessor’s Parcel of De veloped Property exceed the applicable Maximum Services Special Tax for such As sessor’s Parcel of Developed Property in any Fiscal Year.
e. Multiple Land Uses
In some instances an Assessor’s Parcel of Developed Property may contain more than one Land Use Class. In such cases, the Acreage of Developed Property shall be allocated between Residential Property and Non-Residential Pr operty based on the amount of Acreage designated for each land use as determined by reference to the site plan approved for such Assessor's Parcel. The Maximum S ervices Special Tax that can be levied on such Assessor’s Parcel shall be the sum o f the Maximum Services Special Tax that can be levied on each type of property located on that Assessor’s Parcel. The CFD Administrator’s allocation to each type of property shall be final.
D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX
1. Facilities Special Tax
Commencing with Fiscal Year 2023-2024, and for each following Fiscal Year, the CFD Administrator shall determine the Special Tax Requi rement for Facilities and shall provide for the levy of the Facilities Special Tax each Fiscal Year as follows:
First: The Facilities Special Tax shall be levied on each Assessor’s Parcel of Developed Property in an amount equal to 100% of the applicable Assigned Facilities Special Tax;
Second: If additional monies are needed to satisfy the Special Tax Requirement for Facilities after the first step has been completed, the Facili ties Special Tax shall be levied Proportionately on each Assessor's Parcel of Undeveloped Property a t up to 100% of the Maximum Facilities Special Tax for Undeveloped Property;
Third: If additional monies are needed to satisfy the Special Tax Requirement for Facilities after the first two steps have been completed, then the l evy of the Facilities Special Tax on each Assessor's Parcel of Developed Property whose Maxim um Facilities Special Tax is determined through the application of the Backup Facilities Sp ecial Tax shall be increased in equal percentages from the Assigned Facilities Special Ta x up to the Maximum Facilities Special Tax for each such Assessor's Parcel;
Fourth: If additional monies are needed to satisfy the Special Tax Requirement for Facilities after the first three steps have been completed, th en the Facilities Special Tax shall be levied Proportionately on each Assessor’s Parcel of Taxabl e Public Property and Taxable Property Owner Association Property at up to 100% of the Max imum Facilities Special Tax for Taxable Public Property and Taxable Property Owner Associat ion Property, as needed to satisfy the Special Tax Requirement for Facilities.
Notwithstanding the above, the CFD Administrator sh all, in any Fiscal Year, calculate a levy Proportionately less than 100% of the Assigned Faci lities Special Tax in step one (above), when (i) the CFD Administrator is no longer required to provide for the levy of the Facilities Special 233
City of Fontana February 25, 2023
Community Facilities District No. 112 (The Gardens Phase One) Page 14 Tax pursuant to steps two through four above in ord er to meet the Special Tax Requirement for Facilities; and (ii) all authorized CFD No. 112 Bon ds have already been issued or the Council has covenanted that it shall not issue any addition al CFD No. 112 Bonds (except refunding bonds) to be supported by the Facilities Special Tax.
Further notwithstanding the above, under no circumstances shall the Facilities Special Tax levied in any Fiscal Year against any Assessor’s Parcel of Residential Property for which an occupancy permit for private residential use has been issued (in accordance with Section 53321(d)(3) of the California Government Code), be increased as a cons equence of delinquency or default by the owner of any other Assessor’s Parcel within CFD No. 112 by more than ten percent above the amount that would have been levied in that Fiscal Y ear had there never been any such delinquencies or defaults. To the extent that the levy of the Facilities Special Tax on Residential Property is limited by the provision in the previou s sentence, the levy of the Facilities Special Tax on each Assessor’s Parcel of Non-Residential Pr operty shall continue in equal percentages up to 100% of the applicable Maximum Facilities Special Tax.
2. Services Special Tax
Commencing with Fiscal Year 2023-2024 and for each following Fiscal Year, the CFD Administrator shall determine the Special Tax Requirement for Services and shall provide for the levy of the Services Special Tax until the total Se rvices Special Tax levy equals the Special Tax Requirement for Services. The Services Special Tax shall be levied each Fiscal Year as follows:
First: The Services Special Tax shall be levied Pr oportionately each Fiscal Year on each Assessor’s Parcel of Developed Property at up to 10 0% of the applicable Assigned Services Special Tax as needed to satisfy the Special Tax Requirement for Services;
Second: If additional monies are needed to satisfy the Special Tax Requirement for Services after the first step has been completed, then the l evy of the Services Special Tax on each Assessor's Parcel of Developed Property shall be in creased in equal percentages from the Assigned Services Special Tax up to the Maximum Ser vices Special Tax for each such Assessor’s Parcel.
E. EXEMPTIONS
1. Facilities Special Tax
No Facilities Special Tax shall be levied on up to the applicable Acreage limit of Public Property and/or Property Owner Association Property establis hed for each Planning Area as set forth in Table 7 below. Tax-exempt status shall be assigned by the CFD Administrator in the chronological order in which property within a Plan ning Area becomes Public Property or Property Owner Association Property. However, shou ld an Assessor’s Parcel no longer be classified as Public Property or Property Owner Ass ociation Property, it shall, from that point forward, be subject to the Facilities Special Tax.
234
City of Fontana February 25, 2023
Community Facilities District No. 112 (The Gardens Phase One) Page 15 Table 7
Exempt Acreage Limits
City of Fontana CFD No. 112 (The Gardens Phase One)
Planning Area
Exempt
Acreage Limit
P.A. 5 2.04 Acres
P.A. 6 1.07 Acres
P.A. 7 4.92 Acres
P.A. 8, 9 & 10 13.74 Acres
Notwithstanding the above, an Assessor’s Parcel wit hin a Planning Area that is transferred to a public agency or property owner’s association prior to the issuance of the first series of CFD No. 112 Bonds that causes the Acreage of Public Pro perty and Property Owner Association Property within such Planning Area to exceed the ap plicable Acreage limit that can be designated by the CFD Administrator under this Sect ion E.1 shall also be exempted from paying the Special Tax.
Public Property or Property Owner Association Prope rty that is not exempt from the Facilities Special Tax under this Section E.1 shall be subject to the levy of the Facilities Special Tax and shall be taxed Proportionately as part of the fourt h step in Section D herein, at up to 100% of the applicable Maximum Facilities Special Tax for Taxab le Public Property and Taxable Property Owner Association Property.
In addition, no Facilities Special Tax shall be lev ied on Lower Income Households Welfare Exemption Property, provided that if, in any Fiscal Year, applicable law does not require that an Assessor’s Parcel that is Lower Income Households W elfare Exemption Property be exempt from the Facilities Special Tax, then the Facilities Special Tax shall be levied on such Assessor’s Parcel in accordance with this Rate and Method of A pportionment as if such Assessor’s Parcel were not classified as Lower Income Households Welfare Exemption Property.
2. Services Special Tax
No Services Special Tax shall be levied on Undevelo ped Property, Taxable Public Property, Taxable Property Owner Association Property, Public Property, or Property Owner Association Property.
In addition, no Services Special Tax shall be levie d on Lower Income Households Welfare Exemption Property, provided that if, in any Fiscal Year, applicable law does not require that an Assessor’s Parcel that is Lower Income Households W elfare Exemption Property be exempt from the Services Special Tax, then the Services Sp ecial Tax shall be levied on such Assessor’s Parcel in accordance with this Rate and Method of A pportionment as if such Assessor’s Parcel were not classified as Lower Income Households Welfare Exemption Property.
F. MANNER OF COLLECTION
The Special Tax shall be collected in the same mann er and at the same time as ordinary ad valorem property taxes; provided, however, that CFD No. 11 2 may directly bill the Special Tax, and/or may collect Special Taxes at a different tim e or in a different manner if necessary to meet 235
City of Fontana February 25, 2023
Community Facilities District No. 112 (The Gardens Phase One) Page 16 financial obligations, and, to the extent of the Fa cilities Special Tax, may covenant to foreclose and may actually foreclose on delinquent Assessor’s Parcels.
G. APPEALS AND INTERPRETATIONS
Any landowner or resident who feels that the amount of the Special Tax levied on his/her Assessor’s Parcel is in error may submit a written appeal to the CFD Administrator, provided that the appellant is current in his/her payment of Special Taxes. During the pendency of an appeal, all Special Taxes previously levied must be paid on or before the payment date established when the levy was made. The CFD Admini strator shall review the appeal, meet with the appellant if the CFD Administrator deems necess ary, and advise the appellant of its determination. If the CFD Administrator agrees wit h the appellant, a cash refund shall not be made (except for the last year of levy), but the am ount of the Special Tax levied shall be appropriately modified through an adjustment to the Special Tax levy in the following Fiscal Year. If the CFD Administrator disagrees with the appellant and the appellant is dissatisfied with the determination, the appellant then has 30 d ays in which to appeal to the Council by filing a written notice of appeal with the City Clerk, pro vided that the appellant is current in his/her payment of Special Taxes. This second appeal must specify the reasons for its disagreement with the CFD Administrator's determination.
The CFD Administrator shall interpret this Rate and Method of Apportionment for purposes of clarifying any ambiguity and make determinations re lative to the annual administration of the Special Tax and any landowner or resident appeals. Any decision of the CFD Administrator shall be subject to appeal to the Council whose dec ision shall be final and binding as to all persons.
H. PREPAYMENT OF FACILITIES SPECIAL TAX
Under this Rate and Method of Apportionment, an Ass essor’s Parcel within CFD No. 112 is permitted to prepay the Facilities Special Tax. The obligation of the Assessor’s Parcel to pay the Facilities Special Tax may be fully prepaid and per manently satisfied or partially prepaid as described herein, provided that a prepayment may be made only for Assessor’s Parcels of Developed Property, or for an Assessor’s Parcel of Undeveloped Property for which a building permit has been issued after January 1, 2023, and o nly if there are no delinquent Special Taxes with respect to such Assessor’s Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Facilities Special T ax obligation shall provide the CFD Administrator with written notice of intent to prep ay. Within 30 days of receipt of such written notice, the CFD Administrator shall notify such own er of the prepayment amount for such Assessor's Parcel. The CFD Administrator may charg e such owner a reasonable fee for providing this service. If there are Outstanding B onds, prepayment must be made not less than 30 days prior to a date that notice of redemption o f CFD No. 112 Bonds from the proceeds of such prepayment may be given by the Trustee pursuan t to the Indenture that is specified in the report of the Facilities Special Tax Prepayment Amount (defined below).
The following additional definitions apply to this Section H:
"CFD Public Facilities Costs" means either $31,460,000 in 2023 dollars, which sh all increase by the Construction Inflation Index on July 1, 2024 , and on each July 1 thereafter, or such lower number as (i) shall be determined by the CFD Admini strator as sufficient to provide funding for the Authorized Facilities under the authorized bond ing program for CFD No. 112, or (ii) shall be 236
City of Fontana February 25, 2023
Community Facilities District No. 112 (The Gardens Phase One) Page 17 determined by the Council concurrently with a covenant that it shall not issue any more CFD No. 112 Bonds (except refunding bonds) to be supported by the Facilities Special Tax levy under this Rate and Method of Apportionment.
"Construction Inflation Index" means the annual percentage change in the Engineer ing News Record Building Cost Index for the City of Los Ange les, measured as of the month of December in the calendar year which ends in the previous Fis cal Year. In the event this index ceases to be published, the Construction Inflation Index shall b e another index as determined by the CFD Administrator that is reasonably comparable to the Engineering News Record Building Cost Index for the City of Los Angeles.
"Future Facilities Costs" means the CFD Public Facilities Costs minus (i) co sts of Authorized Facilities previously paid from the Improvement Fun d, (ii) moneys currently on deposit in the Improvement Fund available to pay costs of Authoriz ed Facilities, and (iii) the amount the CFD Administrator reasonably expects to derive from the reinvestment of these funds.
"Improvement Fund" means a fund or account specifically identified in the Indenture (or prior to the issuance of the first series of CFD No. 112 Bonds a fund or account held by the City) to hold funds which are currently available for expend iture to acquire or construct Authorized Facilities.
"Previously Issued Bonds" means, for any Fiscal Year, all Outstanding Bonds that are outstanding under the Indenture after the first int erest and/or principal payment date following the current Fiscal Year.
1. Prepayment in Full
The Facilities Special Tax Prepayment Amount (defin ed below) shall be calculated as summarized below (capitalized terms as defined below):
Bond Redemption Amount
plus Redemption Premium
plus Future Facilities Amount
plus Defeasance Amount
plus Administrative Fees and Expenses
less Reserve Fund Credit
less Capitalized Interest Credit
Total: equals Facilities Special Tax Prepayment Amo unt
As of the proposed date of prepayment, the Faciliti es Special Tax Prepayment Amount shall be calculated according to the following paragraphs:
1. Confirm that no Special Tax delinquencies apply to such Assessor’s Parcel.
2. For Assessor’s Parcels of Developed Property, compu te the Assigned Facilities Special Tax and Backup Facilities Special Tax for the Asses sor’s Parcel to be prepaid. For Assessor’s Parcels of Undeveloped Property for whic h a building permit has been issued after January 1, 2023, compute the Assigned Facilit ies Special Tax and Backup Facilities Special Tax for that Assessor’s Parcel as though it was already designated as Developed 237
City of Fontana February 25, 2023
Community Facilities District No. 112 (The Gardens Phase One) Page 18 Property, based upon the building permit which has already been issued for such Assessor’s Parcel.
3. (a) Divide the Assigned Facilities Special Tax comp uted pursuant to paragraph 2 by the total estimated Assigned Facilities Special Tax lev y for CFD No. 112 based on the Assigned Facilities Special Taxes for Developed Pro perty which could be levied on all expected development assuming Buildout of CFD No. 1 12, excluding any Assessor’s Parcels which have been prepaid, and
(b) Divide the Backup Facilities Special Tax comput ed pursuant to paragraph 2 by the total estimated Backup Facilities Special Taxes at Buildout for the entire CFD No. 112, excluding any Assessor’s Parcels which have been prepaid.
4. Multiply the larger quotient computed pursuant to p aragraph 3(a) or 3(b) by the Previously Issued Bonds to compute the amount of Pr eviously Issued Bonds to be redeemed (the "Bond Redemption Amount").
5. Multiply the Bond Redemption Amount computed pursua nt to paragraph 4 by the applicable redemption premium (e.g., the redemption price minus 100%) set forth in the Indenture, if any, on the Previously Issued Bonds t o be redeemed (the "Redemption Premium").
6. Compute the current Future Facilities Costs.
7. Multiply the larger quotient computed pursuant to p aragraph 3(a) or 3(b) by the amount determined pursuant to paragraph 6 to compute the a mount of Future Facilities Costs to be prepaid (the "Future Facilities Amount").
8. Compute the amount needed to pay interest on the Bo nd Redemption Amount from the first bond interest and/or principal payment date f ollowing the current Fiscal Year until the redemption date for the Previously Issued Bonds specified in the report of the Facilities Special Tax Prepayment Amount.
9. Determine the Facilities Special Tax levied on the Assessor’s Parcel in the current Fiscal Year which has not yet been paid.
10. Compute the minimum amount the CFD Administrator re asonably expects to derive from the reinvestment of the Facilities Special Tax Prep ayment Amount, less any interest earnings attributed to the Future Facilities Amount , and less any interest earnings attributed to the Administrative Fees and Expenses (defined below) from the date of prepayment until the redemption date for the Previo usly Issued Bonds to be redeemed with the prepayment.
11. Add the amounts computed pursuant to paragraphs 8 a nd 9 and subtract the amount computed pursuant to paragraph 10 (the "Defeasance Amount").
12. The administrative fees and expenses of CFD No. 112 are as calculated by the CFD Administrator and include the costs of computation of the prepayment, the costs to invest the prepayment proceeds, the costs of redeeming CFD No. 112 Bonds, and the costs of 238
City of Fontana February 25, 2023
Community Facilities District No. 112 (The Gardens Phase One) Page 19 recording any notices to evidence the prepayment an d the redemption (the "Administrative Fees and Expenses").
13. The reserve fund credit (the "Reserve Fund Credit") shall equal the lesser of: (a) the expected reduction in the reserve requirement (as d efined in the Indenture), if any, associated with the redemption of Previously Issued Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new re serve requirement (as defined in the Indenture) in effect after the redemption of Previo usly Issued Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero. No Reserve Fu nd Credit shall be granted if the amount then on deposit in the reserve fund for the Previously Issued Bonds is below 100% of the reserve requirement (as defined in the Indenture).
14. If any capitalized interest for the Previously Issued Bonds will not have been expended as of the date immediately following the first interes t and/or principal payment following the current Fiscal Year, a capitalized interest cre dit shall be calculated by multiplying the larger quotient computed pursuant to paragraph 3(a) or 3(b) by the expected balance in the capitalized interest fund or account under the Indenture after such first interest and/or principal payment date (the "Capitalized Interest Credit").
15. The Facilities Special Tax prepayment is equal to t he sum of the amounts computed pursuant to paragraphs 4, 5, 7, 11 and 12, less the amounts computed pursuant to paragraphs 13 and 14 (the "Facilities Special Tax Prepayment Amount").
2. Prepayment in Part
The amount of the prepayment shall be calculated as in Section H.1; except that a partial prepayment shall be calculated according to the following formula:
PP = [(PE – A) x F] + A
These terms have the following meaning:
PP = the partial prepayment.
PE = the Facilities Special Tax Prepayment Amount calculated according to Section H.1.
F = the percentage, expressed as a decimal, by whic h the owner of the Assessor’s Parcel is partially prepaying the Facilities Special Tax.
A = the Administrative Fees and Expenses calculated according to Section H.1.
3. General Provisions Applicable to the Prepayment of Facilities Special Tax
(a). Use of the Facilities Special Tax Prepayment Amount
The Facilities Special Tax Prepayment Amount, less the Administrative Fees and Expenses calculated according to Section H.1 which shall be retained by CFD No. 112, and less the Future Facilities Amount calculated ac cording to Section H.1 which shall be deposited into the Improvement Fund, shall be depos ited into specific funds established under the Indenture, to fully or partially redeem a s many Outstanding Bonds as possible, 239
City of Fontana February 25, 2023
Community Facilities District No. 112 (The Gardens Phase One) Page 20 and, if amounts are less than $5,000, to make debt service payments on the Outstanding Bonds.
(b). Full Prepayment of Facilities Special Tax
Upon confirmation of the payment of the current Fis cal Year’s entire Facilities Special Tax obligation, the CFD Administrator shall remove the current Fiscal Year’s Facilities Special Tax levy for such Assessor’s Parcel from th e County tax rolls. With respect to any Assessor’s Parcel that is prepaid in accordance with Section H.1, the CFD Administrator shall cause a suitable notice to be r ecorded in compliance with the Act, to indicate the prepayment of the Facilities Special T ax and the release of the Facilities Special Tax lien on such Assessor’s Parcel, and the obligation of such Assessor’s Parcel to pay the Facilities Special Tax shall cease.
(c). Partial Prepayment of Facilities Special Tax
With respect to any Assessor’s Parcel that is parti ally prepaid, the CFD Administrator shall (i) distribute or cause to be distributed the funds remitted to it according to Section H.3.(a) and (ii) indicate in the records of CFD No. 112 that there has been a partial prepayment of the Facilities Special Tax and that a portion of the Facilities Special Tax with respect to such Assessor’s parcel, equal to th e outstanding percentage (1.00 – F) of the remaining Maximum Facilities Special Tax, shall continue to be levied on such Assessor’s Parcel pursuant to Section D herein.
(d). Debt Service Coverage
Notwithstanding the foregoing, no prepayment of the Facilities Special Tax shall be allowed unless the amount of Facilities Special Tax that may be levied on Taxable Property (assuming Buildout) within CFD No. 112 in each future Fiscal Year (after excluding Public Property and Property Owner Associ ation Property as set forth in Section E.1 herein), after the proposed prepayment, is at least equal to the sum of (i) 1.10 times the debt service necessary to support the rem aining Outstanding Bonds in each corresponding Fiscal Year, and (ii) Administrative Expenses.
I. TERM OF SPECIAL TAX
The Facilities Special Tax shall be levied for a pe riod not to exceed fifty years commencing with Fiscal Year 2023-2024. The Services Special Tax sh all be levied in perpetuity to fund the Special Tax Requirement for Services.
T/Clients/FONTANA/MELLO/CFD Nos. 112 (The Gardens P hase One)/Rate and Method/Fontana CFD No. 112 (The Gardens Phase One) RMA v3.docx Printed: February 25, 2023
240
A-1
EXHIBIT A
CERTIFICATE TO AMEND FACILITIES SPECIAL TAX
CFD NO. 112 CERTIFICATE
1. Pursuant to Section C.1 of the Rate and Method o f Apportionment (the "Rate and Method") for City of Fontana Community Facilities District N o. 112 (The Gardens Phase One) ("CFD No. 112"), the Assigned Facilities Special Tax and the Backup Facilities Special Tax for Developed Property within CFD No. 112 has been reduced as described herein.
(a) The information in Table 1 of the Rate and Method r elating to the Assigned Facilities Special Tax for Residential Property within CFD No. 112 shall be modified as follows:
Land
Use
Class
Planning
Area Description
Residential Floor
Area (square feet)
Original
Assigned
Facilities
Special Tax
Modi fied
Assigned
Facilities
Special Tax
1 Planning
Area
7, 8, 9 &
10 Two Story Residential Property 3,400 or greater $5, 626 per unit $[____] per unit 2 Two Story Residential Property 3,200 to less than 3,400 $5,417 per unit $[____] per unit 3 Two Story Residential Property 3,000 to less than 3,200 $5,208 per unit $[____] per unit 4 Two Story Residential Property 2,800 to less than 3,000 $5,007 per unit $[____] per unit 5 Two Story Residential Property 2,600 to less than 2,800 $4,883 per unit $[____] per unit 6 Two Story Residential Property 2,400 to less than 2,600 $4,381 per unit $[____] per unit 7 Two Story Residential Property 2,200 to less than 2,400 $4,164 per unit $[____] per unit 8 Two Story Residential Property Less than 2,200 $3 ,947 per unit $[____] per unit 9 One Story Residential Property 2,000 or greater $ 4,829 per unit $[____] per unit 10 One Story Residential Property Less than 2,000 $ 4,613 per unit $[____] per unit 11 Planning
Area
5 & 6
Residential Property 1,900 or greater $3,845 per un it $[____] per unit 12 Residential Property 1,700 to less than 1,900 $3 ,414 per unit $[____] per unit 13 Residential Property 1,500 to less than 1,700 $2 ,953 per unit $[____] per unit 14 Residential Property 1,300 to less than 1,500 $2 ,768 per unit $[____] per unit 15 Residential Property Less than 1,300 $2,583 per unit $[____] per unit
(b) The Assigned Facilities Special Tax for Non-Residen tial Property within a Planning Area, set forth in Table 2 within Section C.1.a.(3) of the Rate and Method, shall be modified as follows:
Planning Area
Original
Assigned
Facilities
Special Tax
Modified
Assigned
Facilities
Special Tax
P.A. 5 $55,240 per Acre $[____] per Acre
P.A. 6 $50,260 per Acre $[____] per Acre
P.A. 7 $63,050 per Acre $[____] per Acre
P.A. 8, 9 & 10 $40,030 per Acre $[____] per Acre
241
A-2
(c) The Backup Facilities Special Tax for Developed Pro perty within a Planning Area, set forth in Table 3 within Section C.1.a.(4) of th e Rate and Method, shall be modified as follows:
Planning Area
Original
Backup
Facilities
Special Tax
Modified
Backup
Facilities
Special Tax
P.A. 5 $64,990 per Acre $[____] per Acre
P.A. 6 $59,120 per Acre $[____] per Acre
P.A. 7 $70,050 per Acre $[____] per Acre
P.A. 8, 9 & 10 $44,480 per Acre $[____] per Acre
2. The Assigned Facilities Special Tax and the Back up Facilities Special Tax for Developed Property may only be reduced prior to the first issuance of CFD No. 112 Bonds.
3. Upon execution of the certificate by CFD No. 112, C FD No. 112 shall cause an amended notice of Special Tax lien for CFD No. 112 to be re corded reflecting the reductions set forth herein.
All capitalized terms used herein shall have the meanings set forth in the Rate and Method.
By:___________________________ Date:______________ ________ CFD Administrator
By execution hereof, the undersigned acknowledge, o n behalf of CFD No. 112, receipt of this certificate and modification of the Rate and Method as set forth in this certificate.
CITY OF FONTANA COMMUNITY FACILITIES DISTRICT NO. 112
(THE GARDENS PHASE ONE)
By:___________________________ Date:______________ ________ 242
B
EXHIBIT B
PLANNING AREAS
Planning Area (P.A.) Legal Description
Planning Area 5 Lot 5 of Tract No. 20362
Planning Area 6 Lot 6 of Tract No. 20362
Planning Area 7 All of Tract No. 20364
Planning Area 8, 9 & 10 All of Tract No. 20363
Reference is hereby made to Tract No. 20362 filed i n Book 362 of Tract Maps at Pages 78 through 84 in the Office of the San Bernardino County Recor der (recorded as Document No. 2022- 0129505), Tract No. 20363 filed in Book 363 of Trac t Maps at Pages 58 through 66 in the Office of the San Bernardino County Recorder (recorded as Document No. 2022-0259528), and Tract No. 20364 filed in Book 363 of Tract Maps at Pages 67 t hrough 71 in the Office of the San Bernardino County Recorder (recorded as Document No. 2022-0259 529) for a description of the lines and dimensions of the tracts and lots listed above .
243
4155-3600-4165.1
I, Germaine Key, City Clerk of the City of Fontana, California, and Ex -Officio Clerk of the City Council, do hereby certify that the foregoing Resolution is the actual Resolution duly and regularly adopted by the City Council of said City at a regular meeting thereof, held on March 14, 2023, by the following vote to-wit:
AYES:
NOES:
ABSENT:
City Clerk
Mayor
ATTEST:
City Clerk
244
4142-6073-9141.2
RESOLUTION NO. ____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF FONTANA TO INCUR BONDED INDEBTEDNESS OF
THE PROPOSED CITY OF FONTANA COMMUNITY
FACILITIES DISTRICT NO. 112 (THE GARDENS PHASE
ONE)
WHEREAS, the City Council (the “City Council”) of the City of Fontana (the “C ity”), pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”), has this date adopted its Resolution entitled “A Resolution of the City Council of the City of Fontana of Intention to Establish a Community Facilities District Proposed to be Named City of Fontana Community Facilities District No. 112 (The Gardens Phase One), and to Authorize the Levy of a Special Tax,” stating its intention to establish City of Fontana Community Facilities District No. 112 (The Gardens Phase One ) (the “Community Facilities District”) for the purpose of financing certain public facilities (the “Facilities”) and services, as further provided in said Resolution; and WHEREAS, in order to finance the Facilities it is necessary to incur bonded indebtedness in the amount of up to $36,000,000;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fontana as follows:
Section 1. The foregoing recitals are true and correct , and the City Council so finds and determines.
Section 2. The City Council hereby declares that in order to finance the Facilities, it is necessary to incur bonded indebtedness.
Section 3. The purpose for which the proposed debt is to be incurred is to provide the funds necessary to pay the costs of the Facilities, including all costs and estimated costs incidental to, or connected with, the accomplishment of said purpose and of the financing thereof, as permitted by Section 53345.3 of the Act.
Section 4. The maximum amount of the proposed debt is $36,000,000.
Section 5. The City Council hereby fixes Tuesday, April 25, 2023, at 7:00 p.m., or as soon thereafter as the City Council may reach the matter, at 8353 Sierra Avenue, Fontana, California, as the time and place when and where the City Council will conduct a public hearing on the proposed debt authorization; provided, that, in the event the April 25, 2023 City Council meeting is held via teleconference and/or videoconference only, the means by which the public may observe such public hearing and offer public comment shall be prescribed in the notice and agenda for such City Council meeting.
Section 6. The City Cle rk of the City is hereby directed to publish, or cause to be published, a notice of said public hearing one time in a newspaper of general circulation published in the area of the proposed Community Facilities District. The publication of said notice shall be 245
2 4142-6073-9141.2
completed at least seven days prior to the date herein fixed for said public hearing. Said notice shall contain the information prescribed by Section 53346 of the Act.
Section 7. All actions heretofore taken by the officers, employees and agents of the City with respect to the proposed incurrence of bonded indebtedness by the Community Facilities District, or in connection with or related to any of the matters referred to herein, are hereby approved, confirmed and ratified.
Section 8. The officers, employees and agents o f the City are hereby authorized and directed to take all actions and do all things that they, or any of them, may deem necessary or desirable to accomplish the purposes of this Resolution and not inconsistent with the provisions hereof.
Section 9. This Resolution shall take effect immediately upon its adoption.
APPROVED and ADOPTED by the City Council of the City of Fontana on March 14, 2023.
READ AND APPROVED AS TO LEGAL FORM:
City Attorney
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4142-6073-9141.2
I, Germaine Key, City Clerk of the City of Fontana, California, and Ex -Officio Clerk of the City Council, do hereby certify that the foregoing Resolution is the actual Resolution duly and regularly adopted by the City Council of said City at a regular meeting thereof, held on March 14, 2023, by the following vote to-wit:
AYES:
NOES:
ABSENT:
City Clerk
Mayor
ATTEST:
City Clerk
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TRACT NO.
20362
CASA GRANDE AVENUE
CYPRESS AVENUE
DUNCAN CANYON ROAD
SIERRA AVENUE
FIELDCRESS DRIVE
CASSAVA DRIVE
MONTELENA ROAD
GARDENS STREET
LOT 6
TRACT NO. 20364
TRACT NO. 20363
TRACT NO. 20362
LOT 5
(THE GARDENS PHASE ONE)
PROPOSED BOUNDARIES OF CITY OF FONTANA COMMUNITY FACILITIES DISTRICT NO. 112 248
City of Fontana
Action Report
City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 21-2061 Agenda Date: 3/14/2023
Agenda #: P. Category: Consent Calendar
FROM:
City Manager's Office
SUBJECT:
Consider Opting into Settlement Agreements with Distributors of Opioids, Walgreens Co., Walmart, Inc., and Cvs Health Corporation/Cvs Pharmacy, Inc., and Opioid Manufacturers Teva Pharmaceutical Industries ltd. and Allergan Finance, LLC/Allergan Limited RECOMMENDATION:
It is recommended that the City Council adopt Resolution 2023-018, authorizing the City Manager to:
1. Opt into settlement agreement with opioid distributor, Walgreens Co., and direct the City Manager to execute any documents necessary to implement the action.
2. Opt into settlement agreement with opioid distributor, Walmart, Inc. and direct the City Manager to execute any documents necessary to implement the action.
3. Opt into settlement agreement with opioid distributor, CVS Health Corporation/CVS Pharmacy, Inc. and direct the City Manager to execute any documents necessary to implement the action.
4. Opt into settlement agreement with opioid manufacturer, Teva Pharmaceutical Industries Ltd., and direct the City Manager to execute any documents necessary to implement the action.
5. Opt into settlement agreement with opioid manufacturer, Allergan Finance, LLC/Allergan Limited and direct the City Manager to execute any documents necessary to implement the action.
COUNCIL GOALS:
· Practice sound fiscal management by living within our means while investing in the future. · Create and maintain a dynamic team by supporting the decisions of the majority once made. · Create and maintain a dynamic team by ensuring commissions work within clear guidelines to achieve Council goals.
DISCUSSION:
Last year, litigation brought by states and cities across the United States against the three largest pharmaceutical distributors of opioid painkillers, Amerisource Bergen, Cardinal Health, and McKesson (the “Distributors”),and the opioid painkiller manufacturer, Janssen (owned by Johnson & Johnson) (“J&J”),resulted in two proposed settlements totaling approximately $26 billion dollars. The City has previously opted into the Distributors and the J&J Settlements and has started receiving City of Fontana Printed on 3/8/2023Page 1 of 5
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City has previously opted into the Distributors and the J&J Settlements and has started receiving payments.
Between November and December 2022, five additional parties (the “NewParties”)have entered into National Opioid Settlements with terms identical to the Distributors/J&J Settlements. The City can opt into these new settlements, thereby releasing its claims against the new, in order to receive at most $1,408,887.71 paid out over a period of 15 years. The funds are restricted to certain opioid abatement/remediation uses. The City can either allow the funds to be used by the County of San Bernardino or elect to use the funds itself subject to reporting requirements to the state. Alternatively, the City can take no action, thereby opting out of the settlements, while maintaining its right to pursue litigation against the New Parties.
A. Allocation of Funds
Additional litigation brought by states and cities across the United States against the New Parties has resulted in a proposed settlement totaling approximately $20.2 billion dollars. The proposed settlement is broken into five separate deals: (1) the Walgreens Settlement (Exhibit A); (2) the Walmart Settlement (Exhibit B); (3) the CVS Settlement (Exhibit C); (4) the Teva Settlement (Exhibit D); and the Allergan Settlement (Exhibit E). The estimated total nationwide payout and payment schedule are outlined below:
Defendant Estimated Max Payout
(100% Participation)
Years
Walgreens $5,522,528,766 15 years
Walmart $3,011,242,061 Primarily paid within 3 years,
but if participation levels are
not met until later, payment
can extend over 6 years
CVS $5,002,083,578 10 years
Teva $4,246,567,371.76 6 years
Allergan $2,372,972,184.12 7 years
Of the amounts above, California is to receive approximately $1.8 billion and is to distribute these funds pursuant to intrastate allocation agreements for the new settlements.
As outlined in the Intrastate Allocation Agreements, Settlement Fund payments due to the State of California are allocated as follows: 15% to the State Fund; 70% to the California Abatement Accounts Fund; and 15% to the California Subdivision Fund. This results in the State receiving 15% of the payments allocated to California and local subdivisions receiving the remaining 85%. The percentages paid out to the California Subdivision Fund is reserved for entities that participated in the litigation of the claims giving rise to the settlement agreements. The percentages paid out to local subdivisions that did not litigate, but choose to opt into the settlements comes from the share of the settlement proceeds that are placed in the California Abatement Accounts Fund. Essentially, this means that the City of Fontana, if it chooses to opt into the settlement, is entitled receive a City of Fontana Printed on 3/8/2023Page 2 of 5
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percentage share from the California Abatement Accounts Fund.
The City of Fontana has been allocated 0.112% of the 70% of the approximate $1,800,000,000 (i.e., best case scenario), which is equal to $1,408,887.71. This total amount will be disbursed over a period of 15 years, with payments decreasing as each settlement finishes paying out. The first payments are scheduled to occur in the latter half of 2023. After the receipt of these initial payments, further payments will be received annually thereafter. As stated above, the definite amount is not yet known because of the bonus structure built into the agreements.
The default distribution of funds in the settlement agreements provides that the funds will go directly to the county in which a city is located. A city can elect to have its funds delivered directly to the city by providing notice in the settlement agreements. Additionally, a city within a county may opt in or out of direct payment at any time, and it may also elect direct payment of only a portion of its share, with the remainder going to the county, by providing notice to the settlement fund administrators at least sixty days prior to a payment date.
In deciding whether to allow a city’sfunds to go directly to the county in which a city is located, a city should consider the following: (1) whether the amount of money is substantial enough for the city to handle it on its own; (2) whether the city offers the services and has the employees to spend the money in accordance with its prescribed uses; and (3) whether the city wants to engage in the reporting requirements over the course of the next nineteen years (eighteen years of distribution and an additional year following final distribution).
B. Use of Received Funds
Similar to the Distributor and J&J Settlements, funds received from these additional settlements must be used for future opioid remediation or abatement. For instance, participating subdivisions may use funds for areas such as services to treat opioid use disorder; support people in treatment and recovery; connect people to care; address needs of criminal justice-involved persons; address the needs of pregnant or parenting women and their families, including babies with neonatal abstinence syndrome; 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 Intrastate Allocation Agreements (Exhibit F) also provide spending limitations in addition to those provided in the settlement agreements. Under the Intrastate Allocation Agreements, no less than 50% of the funds received in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including City of Fontana Printed on 3/8/2023Page 3 of 5
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(3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction; and/or
(5) interventions to prevent drug addiction in vulnerable youth.
In addition to these requirements, there is also a time limit on the spending of received funds. If funds are not expended or encumbered within five years of receipt and in accordance with the settlement agreements and the Intrastate Allocation Agreements, the funds are required to be transferred back to the State.
C. Management of Funds
Each county and city that receives payment of funds from the settlements must prepare written reports at least annually regarding the use of those funds until the funds are fully expended and for one year thereafter. Each county and city will need to track all deposits and expenditures. These reports will also include a certification that all funds received have been used in compliance with the allocation agreements. The California Department of Healthcare and Services (“DHCS”)may review these reports in order to determine compliance with the settlement agreements and the Intrastate Allocation Agreement.
If the DHCS determines that a participating subdivision’suse of abatement funds is inconsistent with the settlement agreements or Intrastate Allocation Agreements, the parties are required to meet and confer. If the meet and confer process does not provide a resolution, the DHCS may conduct an audit, which can lead to a court action if the matter is still not resolved after an audit.
D. Opting In
The City must opt into the settlements by April 18, 2023, which requires the City to release its claims against the New Parties. If the City takes no action, it will have opted out of the settlements and its designated funds will flow to the State. The City would still have the opportunity to bring its own action against the New Parties.
Unless the City intends to pursue its own litigation against the Distributors and J&J, it is recommended that the City opt into the settlement and elect to receive payments directly.
FISCAL IMPACT:
Opting into the settlements would have a net positive fiscal impact to the City by allowing the City to receive approximately $1,408,887.71 over a period of 15 years to fund opioid abatement.
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MOTION:
Approve staff recommendation.
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RESOLUTION NO. 22-XX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
FONTANA AUTHORIZING THE CITY MANAGER TO ENTER
INTO THE SETTLEMENT AGREEMENTS WITH
WALGREENS CO., WALMART, INC., CVS HEALTH
CORPORATION/CVS PHARMACY INC., TEVA
PHARMACEUTICAL INDUSTRIALS LTD., AND ALLERGAN
FINANCE LLC/ALLERGAN LIMITED, AGREE TO THE
TERMS OF THE STATE-SUBDIVISION AGREEMENTS, AND
AUTHORIZE ENTRY INTO THE STATE -SUBDIVISION
AGREEMENTS WITH THE ATTORNEY GENERAL
WHEREAS, the United States is facing an ongoing public health cris is of opioid abuse, addiction, overdose, and death, forcing the State of California and California counties and cities to spend billions of dollars each year to address the direct consequences of this crisis; and,
WHEREAS, pending in the U.S. District Co urt for the Northern District of Ohio is a multidistrict litigation (“MDL”) being pursued by numerous public entity plaintiffs against the manufacturers and distributors of various opioids based on the allegation that the defendants’ unlawful conduct cause d the opioid epidemic; and,
WHEREAS on or about November 14, 2022, a proposed nationwide tentative settlement was reached between the plaintiffs in the MDL and Walmart Inc. (“Walmart”); and,
WHEREAS on or about November 22, 2022, a proposed nationwide tentative settlement was reached between the plaintiffs in the MDL and Teva Pharmaceutical Industries Ltd. and all of its respective past and present direct or indirect parents, subsidiaries, divisions, affiliates, joint ventures, predecessors, successors, a ssigns, including but not limited to Teva Pharmaceuticals USA, Inc., Actavis LLC (f/k/a Actavis Inc.), Actavis Elizabeth LLC, Actavis Kadian LLC, Actavis Pharma, Inc. (f/k/a Watson Pharma, Inc.), Actavis Kadian LLC, Actavis Laboratories UT, Inc. (f/k/a Wat son Laboratories, Inc. – Utah), Actavis Mid Atlantic LLC, Actavis Totowa LLC, Actavis Laboratories FL, Inc. (f/k/a Watson Laboratories, Inc. – Florida), Actavis South Atlantic LLC, Warner Chilcott Company LLC, and Watson Laboratories, Inc., and Anda Inc. ( collectively, “Teva”); and,
WHEREAS on or about November 22, 2022, a proposed nationwide tentative settlement was reached between the plaintiffs in the MDL and Allergan Finance, LLC (f/k/a Actavis, Inc., which in turn was f/k/a Watson Pharmaceutics, Inc.) and Allergan Limited (f/k/a Allergan plc, which, in turn, was f/k/a Actavis plc)(collectively, “Allergan”); and,
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WHEREAS, on or about December 9, 2022, a proposed nationwide tentative settlement was reached between the plaintiffs in the MDL and CVS Health Corporation and CVS Pharmacy, Inc. and all of their past and present direct and indirect parent and subsidiaries (collectively, “CVS”); and,
WHEREAS, on or about December 9, 2022, a proposed nationwide tentative settlement was reached between the plaintiffs in the MDL and Walgreen Co. (“Walgreens”); and,
WHEREAS, CVS, Teva, Walgreens, Walmart, and Allergan shall be referred in this Resolution as “Settling Defendants”; and
WHEREAS, as part of the settlements with the Settling Defendants, local subdivisions, including certain cities, that are not plaintiffs in the MDL may participate in the settlements in exchange for a release of the Settling Defendants; and,
WHEREAS, copies of the proposed terms of those proposed nationwide settlements have been set f orth in the Master Settlement Agreements with the Settling Defendants; and,
WHEREAS, copies of the Master Settlement Agreements have been provided to the City Council with this Resolution; and,
WHEREAS, the Settlement Agreements provide, among other thin gs, for the payment of a certain sum to settling government entities in California including to the State of California and Participating Subdivisions upon occurrence of certain events as defined in the Settlement Agreements (“California Opioid Funds”); and,
WHEREAS, California local governments in the MDL have engaged in extensive discussions with the State Attorney General’s Office (“AGO”) as to how the California Opioid Funds will be allocated, which has resulted in the Proposed California State -Subdivision Agreements Regarding Distribution and Use of Settlement Funds (“Allocation Agreements”) from the settlements with the Settling Defendants; and,
WHEREAS, copies of the Allocation Agreements for all of the settlements with the Settling Defendants have been provided with this Resolution; and,
WHEREAS, the Allocation Agreements allocate the California Opioid Funds as follows: 15% to the State Fund; 70% to the Abatement Accounts Fund; and 15% to the Subdivision Fund. For the avoidance of doubt, all funds allocated to California from the Settlements shall be combined pursuant to the Allocation Agreements, and 15% of total from each settlement shall be allocated to the 255
State of California (the “State of California Allocation”), 70% to the California Abatement Accounts Fund (“CA Abatement Accounts Fund”), and 15% to the California Subdivision Fund (“CA Subdivision Fund”); and,
WHEREAS, under the Master Settlement Agreements, certain local subdivisions that did not file a lawsuit against the Settlement Defen dants may qualify to participate in the settlements and obtain funds from the Abatement Account Fund; and,
WHEREAS, the City is eligible to participate in the Settlement and become a CA Participating Subdivision; and,
WHEREAS, the funds in the CA Abateme nt Accounts Fund (the 70% allocation) will be allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as adjusted to reflect only those cities and counties that are eligible, based on population or litigation status, to become a CA Participating Subdivision (those above 10,000 in population). The percentage from the CA Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in Appendix 1 to the Allocation Agreements and provided to the City Council with this Resolution. The City’s share of the CA Abatement Accounts Fund will be a product of the total in the CA Abatement Accounts Fund multiplied by the City’s percentage set f orth in Appendix 1 of the Allocation Agreements (the “Local Allocation”); and,
WHEREAS, a CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Al location share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, unless the city elects to take a direct election of the settlement funds, so long as: (a) the county is a CA Participating Subdivision, and (b) the city has not advised the Settlement Fund Administrator that it requests direct payment at least 60 days prior to a Payment Date; and,
WHEREAS, it the intent of this Resolution is to authorize the City to enter into the Master Settlement Agreements with the Settling Defendants by executing the Participation Agreements and to enter into the Allocation Agreements by executing the signature pages to those agreements.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Fontana resolves as follows:
Section 1. The above recitals are true and correct and are incorporated herein by this reference.
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Section 2. The City Manager is authorized to settle and release the City’s claims against the Settling Defendants in exchange for the c onsideration set forth in the Settlement Agreements and Allocation Agreements, including taking the following measures:
1. The execution of the Participation Agreements with the Settling Defendants and any and all documents ancillary thereto.
2. The exec ution of the Proposed California State -Subdivision Agreement Regarding Distribution and Use of Settlement Funds with the Settling Defendants by executing the signature pages to those Allocation Agreements.
3. Notify the Settlement Fund Administrator that the City requests a direct payment under the Allocation Agreements at least 60 days prior to the Payment Date in the Settlement Agreements.
Section 3. CEQA. That the City Council finds this Resolution is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibi lity that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.
Section 4. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held inva lid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable.
Section 5. Effective Date. The City Clerk shall certify to the adoption of this Resolution. This Resol ution shall become effective upon the passage by the City Council.
APPROVED AND ADOPTED this ___ day of ____ 2023.
READ AND APPROVED AS TO LEGAL FORM:
_____________________________
City Attorney
257
I, Germaine McClellan Key , City Clerk of the City o f Fontana, and Ex -Officio Clerk of the City Council of the City of Fontana, hereby certify that the foregoing Resolution is the actual resolution that was duly and regularly adopted by the City Council of the City of Fontana at a regular meeting on the ___ day of _____, 2023, by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________
Germaine McClellan Key, City Clerk
______________________________
Acquanetta Warren, Mayor
ATTEST:
______________________________
Germaine McClellan Key, City Clerk
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1 WALGREENS SETTLEMENT
AGREEMENT
259
2 WALGREENS SETTLEMENT AGREEMENT
This Settlement Agreement, dated as of December 9, 2022 (the "Agreement"), sets forth the terms of settlement between and among the Settling States, the Participating Subdivisions, and Walgreens (as those terms are defined below). Upon satisfaction of the conditions set forth in Sections II and VIII, this Agreement will be binding on the Settling States, Walgreens 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 $31,921,103, 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-2. For the avoidance of doubt, this amount shall be the same as the Base State Remediation Payment reduced by the State Global Allocation Percentage for each Non-Settling State and Florida on Exhibit F-1.
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 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 Remediation Payment." The amount payable to the Settlement Fund by Walgreens for Settling States’ Base Payments and Incentive Payments on the Payment Date for each Payment Year, as calculated by the Settlement Fund Administrator.
G. “Annual Fees Payment.” The amounts payable by Walgreens in each Payment Year comprised of the State AG Fees and Costs payment and Additional Remediation Amount, 260
3 as reduced for non-Settling States, and the Private Attorneys Fees, including any reduction to the Contingency Fee Fund, and not including the Annual Remediation Payment.
H. “Annual Maximum.” As defined in Section IV.B.2.
I. "Appropriate Official." As defined in Section XIII.G.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 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 State (or, in a State with a single intermediate court of appeals, the intermediate court of appeals) when setting forth the general principle that Subdivisions in the 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 Walgreens under this Agreement) shall not constitute a Bar.
L. “Base Payment.” As defined in Section Error! Reference source not found...
M. “Base State Remediation Payment” shall be $5,150,000,000.
N. “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 avoidance of doubt, a law or ruling that is conditioned or predicated upon payment by a Released Entity (apart from the annual payments by Walgreens under this Agreement) shall not constitute a Case-Specific Resolution.
O. "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, 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 suspected 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, 261
4 attorney fees, expert fees, consultant fees, fines, penalties, expenses, costs or any other legal, equitable, civil, administrative, or regulatory remedy whatsoever.
P. "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.
Q. “Compensatory Restitution Amount.” The aggregate amount paid or incurred by Walgreens 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.
R. "Consent Judgment." A consent judgment in a form to be agreed by the Settling States and Walgreens prior to the Initial Participation 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.
S. "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 Reference 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 statement 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 Product 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;
T. “Deferred Payment Notice.” As defined in Section IV.K.4.
U. “Designated State.” The State of New York.
V. “Effective Date.” The date sixty (60) calendar days after the Reference Date.
W. “Eligible States.” The states, commonwealths, and territories of the United States of America, excluding Florida.
X. “Enforcement Committee.” A committee consisting of representatives of the Settling States and of the Participating Subdivisions. Exhibit B contains the organizational 262
5 bylaws of the Enforcement Committee. Notice pursuant to Section XIII.S shall be provided when there are changes in membership or contact information.
Y. "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, review, 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.
Z. “Global Settlement Amount. ” The Global Settlement Amount is $5,522,528,766which is comprised of the Adjusted State Remediation Payment, Private Attorneys Fees, State AG Fees and Costs, and Additional Remediation Amount AA. “Implementation Administrator .” The vendor agreed to by Walgreens and the Enforcement Committee, and retained by Walgreens 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.
BB. "Incentive Payment A." The incentive payment described in Section IV.H.4.
CC. “Incentive Payment A Catch-up Payment.” As defined in Section IV.H.4.f.
DD. "Incentive Payment BC." The incentive payment described in Section IV.H.5.
EE. "Incentive Payment D." The incentive payment described in Section IV.H.6.
FF. "Initial Participating Subdivision." A Subdivision that meets the requirements set forth in Section VII.D.
GG. "Initial Participation Date." The date ninety (90) calendar days after the Preliminary Agreement Date, unless it is extended by written agreement of Walgreens and the Enforcement Committee.
HH. "Injunctive Relief Terms." The terms described in Section III and set forth in Exhibit P.
II. "Later Litigating Subdivision." A Subdivision (or Subdivision official asserting the right of or for the Subdivision to recover for Alleged 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 263
6 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 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 VILE.
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-Litigating Subdivision." Any Subdivision that is neither a Litigating Subdivision nor a Later Litigating Subdivision.
OO. “Non-Litigating Threshold Subdivisions .” Primary Subdivisions (a) with populations greater than 30,000 that have not sued Walgreens as of the Initial Subdivision Participation Date and (b) with populations between 10,000 and 30,000 that have not sued Walgreens but have sued McKesson, AmerisourceBergen, Cardinal or Janssen related to any allegations regarding the Products.
PP. "Non-Participating Subdivision." Any Subdivision that is not a Participating Subdivision.
QQ. "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).
RR. "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. 264
7 SS. "Non-Released Entity." An entity that is not a Released Entity.
TT. “Non-Settling State.” Any Eligible State that is not a Settling State.
UU. "Opioid Remediation." Care, treatment, and other programs and expenditures (including reimbursement for past 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, (2) treat or mitigate opioid use or related disorders, or (3) mitigate other alleged effects of, including on those injured as a result of, the opioid epidemic. 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.
VV. “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 State on Walgreens 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 section 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.).
WW. “Overall Allocation Percentage .” A Settling State’s percentage as set forth in Exhibit F-2.
XX. "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.
YY. “Participation Percentage of Incentive BC Eligible Subdivision Population .” As defined in Section IV.H.5.e.
ZZ. "Parties." Walgreens and the Settling States (each, a "Party").
AAA. "Payment Date." The date on which Walgreens makes the Annual Remediation Payment pursuant to Section IV.B. For the avoidance of doubt, the date on which the Annual Fee Payments (including without limitation State AG Fees and Costs and Additional Remediation Amounts) are made is December 31 for each Payment Year in which Annual Fee Payments are due pursuant to Exhibit M-3, which may be a different date than the Payment Date.
BBB. "Payment Year." The Walgreens’ fiscal year during which the applicable Annual Remediation Payment and/or Annual Fees Payment is due pursuant to Exhibit M-2 and Exhibit M-3. Walgreens’ fiscal year is September 1-August 31. Payment Year 1 is September 1, 2022- 1 Reimbursement includes amounts paid to any governmental entities for past expenditures or programs 265
8 August 31, 2023, Payment Year 2 is September 1, 2023-August 31, 2024 and so forth.
References to payment "for a Payment Year" mean the Annual Remediation Payment and/or Annual Fees Payment (including without limitation State AG Fees and Costs and Additional Remediation Amounts) due during that year. References to eligibility "for a Payment Year" mean eligibility in connection with the Annual Remediation Payment due during that year.
CCC. “Post-Suspension Payment.” As defined in Section IV.K.2.
DDD. “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 Walgreens, 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.
EEE. “Preliminary Agreement Date .” The date on which Walgreens 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 States, unless it is extended by written agreement of the Walgreens and the Enforcement Committee.
FFF. "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.
GGG. "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, that if the final adjudication was pursuant to a Bar, such Subdivision shall not be considered a Prior Litigating Subdivision. Notwithstanding the prior sentence, Walgreens and the Settling State of the relevant Subdivision may agree in writing that the Subdivision shall not be considered a Prior Litigating Subdivision.
HHH. “Private Attorney Fees” are the amount to be paid by Walgreens for private attorneys’ litigation fees and costs on behalf of Participating Subdivisions. The Private Attorney Fees are 12.4% times the Base State Remediation Payment with the maximum amount being $638,600,000. For avoidance of doubt, Private Attorney Fees do not include State AG Fees and Costs or Additional Remediation Amount.
III. "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 266
9 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, estazolam, 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 Effective Date.
JJJ. “Reduced Payment Termination Date.” As defined in Section IV.K.3.
KKK. "Reference Date." The date on which Walgreens 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 Walgreens 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 Reference Date. Without limiting the foregoing, Released Claims include any Claims that have been asserted against Walgreens, including claims arising from Walgreens’ acquisition of other firms or assets prior to the Reference Date, 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 now or in the future in those actions or in any comparable action or proceeding brought by a State, Subdivision, or Releasor (whether or not such State, Subdivision, or Releasor has brought such action or proceeding), including any subsidiaries thereof to the extent permissible by law. Released Claims include any claims of a Non-Released Entity held by a Released Entity by way of assignment. Released Claims also include all Claims asserted in any proceeding to be dismissed pursuant to this Agreement, whether or not such claims relate to Covered Conduct. 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.
MMM."Released Entities." With respect to Released Claims, Walgreens and (1) all past and present subsidiaries, divisions, predecessors, successors, and assigns (in each case, whether direct or indirect) of Walgreens; (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 Walgreens or the foregoing entities); (4) all past and present joint ventures (whether direct or indirect) of 267
10 Walgreens or its subsidiaries, including in any Walgreens or subsidiary's capacity as a participating member in such joint venture; (5) all direct or indirect parents and shareholders of Walgreens (solely in their capacity as parents or shareholders of Walgreens with respect to Covered Conduct); and (6) any insurer of Walgreens 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 Walgreens’ present 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. Any joint venture or past or present subsidiary of Walgreens is a Released Entity, including any joint venture between Walgreens and any distributor, provided, however, that any joint venture partner of Walgreens or any of Walgreens subsidiaries is not a Released Entity unless it falls within subsections (1)-(6) above. With respect to joint ventures (including predecessor entities), only entities listed on Exhibit J are Released Entities. With respect to wholly-owned subsidiaries (including predecessor entities), Exhibit J represents a good faith effort by Walgreens to list all such entities, but any and all wholly-owned subsidiaries (including predecessor entities) of Walgreens are Released Entities, whether or not they are listed on Exhibit J. For the avoidance of doubt, Exhibit J is illustrative, not exhaustive, and may not specifically identify or correctly name each and every Released Entity. Any entity acquired, or joint venture entered into, by Walgreens after the Reference Date is not a Released Entity.
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 seeking 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.F.
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.C.
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 268
11 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 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 State and such order has become a Final Order; (3) is binding on all Non-Participating Subdivisions in that 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 Walgreens 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 State opt out. In seeking certification of any Settlement Class, the applicable 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 pursuant to this Agreement into which the Annual Remediation Payments are made under Section IV.
SSS. "Settlement Fund Administrator." The entity that annually determines the Annual Remediation Payment (including calculating suspension, offset or reduction and Incentive Payments pursuant to Section IV and any amounts subject to offset or reduction pursuant to Section XI and Section XII), 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 the Initial Participation Date, Walgreens and the Enforcement Committee shall agree to selection and removal processes for and the identity of the Settlement Fund Administrator, and 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, and to hold the first Annual Remediation Payment until the Effective Date.
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. 269
12 WWW. “State.” The states, commonwealths, and territories of the United States of America, as well as the District of Columbia. The States are listed in Exhibit F-1. Additionally, the use of non-capitalized “state” to describe something (e.g., “state court”) shall also be read to include parallel entities in commonwealths, territories, and the District of Columbia ( e.g., “territorial court”).
XXX. “State Allocation.” The State Remediation Payment multiplied by the percentage for each State listed in Exhibit F-2. For the avoidance of doubt, this amount shall be the same as the Base State Remediation Payment multiplied by the percentage for each Eligible State listed in Exhibit F-1, and it does not include the Additional Remediation Amount.
YYY. “State AG Fees and Costs.” The amount to be paid by Walgreens to the 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 $63,842,206.
ZZZ. "State Fund." The component of the Settlement Fund described in Section V.C.
AAAA. “State Global Allocation Percentage. ” The allocation percentages for all States as set forth in Exhibit F-1, which represents allocations before the credit for Walgreens’ settlement with the State of Florida is applied.
BBBB.“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.
CCCC.“State Remediation Payment.” The maximum amount owed by Walgreens to the States and Subdivisions, exclusive of the Private Attorney Fees, State AG Fees and Costs, Additional Remediation Amount, and is in the amount of $4,788,165,456, consisting of the Base State Remediation Payment and including a credit for Walgreens’ settlement with the State of Florida in the amount of 7.02591344086813% of the Base State Remediation Payment. An additional credit for Walgreens’ settlement with Suffolk and Nassau Counties in New York State in the amount of 15.31% of New York’s State Allocation will be applied to New York’s State Allocation pursuant to Section IV.L. For the avoidance of doubt, the credit for Walgreens’ settlement with Suffolk and Nassau Counties in New York State does not reduce the State Remediation Payment as defined herein, but shall nevertheless reduce the amount owed by Walgreens pursuant to this Agreement to New York State and its Subdivisions.
DDDD. “State-Specific Agreement.” As defined in Section IV.J.
EEEE. "State-Subdivision Agreement." An agreement that a Settling State reaches with the Subdivisions in that State regarding the allocation, distribution, and/or use of funds allocated to that 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 State and its Subdivisions may revise a State- 270
13 Subdivision Agreement if approved pursuant to the provisions of Exhibit O, or if such revision is adopted by statute.
FFFF. "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 State may give a Statutory Trust authority to allocate one (1) or more of the three (3) types of funds comprising such State's Settlement Fund, but this is not required.
GGGG. "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 State, and (2) any other subdivision, subdivision official (acting in an official capacity on behalf of the subdivision) or sub-entity of or located within a 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 includes 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 recognized by the U.S. Census Bureau. 4 References to a State's Subdivisions or to a Subdivision "in," "of," or "within" a State include Subdivisions located within the State even if they are not formally or legally a sub-entity of the 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. Each of Lake and Trumbull Counties of Ohio shall not be considered “Subdivisions” for purposes of this 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. 271
14 HHHH. "Subdivision Allocation Percentage." 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 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, 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.
IIII. "Subdivision Fund." The component of the Settlement Fund described in Section V.A.
JJJJ. 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 KKKK. "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 Bar 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.
LLLL. “Total Available Amount.” The sum of (1) the Adjusted State Remediation Payment, (2) State AG Fees and Costs payment and Additional Remediation Amount, as reduced for non-Settling States and (3) the Private Attorneys Fees, including any reduction to the Contingency Fee Fund.
MMMM. "Trigger Date." In the case of a Primary Subdivision, the Reference Date.
In the case of all other Subdivisions, the Preliminary Agreement Date.
NNNN. “Walgreens.” Walgreen Co.
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15 II. Participation by States and Condition to Preliminary Agreement A. Notice to States. On December 7 2022 this Agreement shall be distributed to all States. The States’ Attorneys General shall then have until December 30, 2022 to decide whether to become Settling States. States that determine to become Settling States shall so notify Walgreens and shall further commit to obtaining any necessary additional State releases prior to the Reference Date. This notice period may be extended by written agreement of Walgreens and the Enforcement Committee.
B. Condition to Preliminary Agreement . Following the notice period set forth in Section II.A above, Walgreens shall determine whether, in its sole discretion, enough States have agreed to become Settling States to proceed with notice to Subdivisions as set forth in Section VII below. If Walgreens determines that this condition has been satisfied, and that notice to the Litigating Subdivisions should proceed, it will so notify the Settling States by providing notice to the Enforcement Committee on the Preliminary Agreement Date. If Walgreens 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 States . After the Preliminary Agreement Date, a State may only become a Settling State with the consent of Walgreens and the Enforcement Committee. If a State becomes a Settling State more than sixty (60) calendar days after the Preliminary Agreement Date, but on or before June 30, 2023, the Subdivisions in that State that become Participating Subdivisions within ninety (90) calendar days of the State becoming a Settling State shall be considered Initial Participating Subdivisions. A State may not become a Settling State after June 30, 2023.
D. Litigation Activity. Following the Preliminary Agreement Date, States that determine to become Settling States shall make reasonable efforts to cease litigation activity against Walgreens, including by jointly seeking stays or, where appropriate, severance of claim against Walgreens, 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
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16 1. Walgreens shall make fifteen (15) 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.
2. The combination of the Annual Remediation Payment and the Annual Fee Payment in any given Payment Year shall not exceed one-fifteenth (1/15 th) of the Total Available Amount (the “Annual Maximum”). Payments may be lower than one-fifteenth (1/15th) of the Total Available Amount due to credits and incentive eligibility. In the event that the full amount of the Annual Remediation Payment calculated by the Settlement Fund Administrator pursuant to Section IV.C exceeds the Annual Maximum, Settling States will be paid a prorated amount of payment available up to the Annual Maximum, and any unpaid amount will be due the following Payment Year and each succeeding Payment Year until the remediation is fully paid. The payment schedule for the Annual Remediation Payments is attached hereto as Exhibit M-2. The payment schedule for the Annual Fee Payments is attached hereto as Exhibit M-3.
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 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 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, Section XI, and Section XII;
c. applying the annual cap on payments as specified under Section IV.B.
d. applying any adjustment required as a result of significant financial constraint, as specified under Section IV.K
e. determining the total amount owed by Walgreens to all Settling States and the Participating Subdivisions listed on Exhibit G; and 274
17 f. 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, Walgreens 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, Walgreens 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 Walgreens, the Settling States, and the Enforcement Committee of the amount of the Annual Remediation Payment, and the Statewide Payment Amount for each Settling State, following 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, Walgreens, 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 Walgreens 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 Settlement Fund Administrator, the Enforcement Committee, any affected Settling State, and Walgreens 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 Walgreens 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 Walgreens of the preliminary amount to be paid, which shall be the greater of the amount originally 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 Maximum as set forth in Section IV.B.2. 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 Maximum. 275
18 d. The Settlement Fund Administrator shall place any disputed amount of the preliminary amount paid by Walgreens 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 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 affected 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. 276
19 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 Settlement 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 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 December 31, 2022 or five (5) business days after the Preliminary Agreement Date, whichever is later. Walgreens shall pay into the Settlement Fund Escrow the total amount of the Base Payment for the Eligible States that have agreed to become Settling States, pursuant to Section II.A, as of December 31, 2022 or the Preliminary Agreement Date, whichever is later. This amount shall be calculated by multiplying the aggregate Overall Allocation Percentage attributable to Eligible States that have agreed to become Settling States by the amount specified in Exhibit M-2 for Payment Year 1. Walgreens shall inform the Enforcement Committee of the Statewide Payment Amount for each Eligible State that has agreed to become a Settling State as of December 31, 2022 or the Preliminary Agreement Date, whichever is later.
2. In the event that, in accordance with the terms of Section VIII.A, Walgreens determines not to proceed with the Settlement, or the Settlement does not become effective for any other reason, the funds held in the Settlement Fund Escrow shall immediately revert to Walgreens. If the condition set forth in Section VIII.A is met, Walgreens shall pay into the Settlement Fund Escrow, no later than five (5) business days after the Reference Date, the difference between the existing escrowed amount and the total amount of the Base Payment for the Settling States as of the Initial Participation 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. Walgreens shall inform the Enforcement Committee of the Statewide Payment Amount for each Settling State with money included in the payment.
277
20 3. The Annual Remediation Payment for Payment Year 1 placed in the Settlement Fund Escrow pursuant to Section IV.D.1 or Section IV.D.2 shall be transferred by the Settlement Fund Administrator on the Effective Date from the Settlement Fund Escrow to the Settlement Fund for distribution 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 State.
E. Payment Date for Payment Years 2 through 15. The Payment Date for Payment Year 2 is December 31, 2023. The Payment Date for Payment Year 3 is March 31, 2025, and the Payment Date for Payment Years 4 through 14 shall be each successive March 31. The Payment Date for Payment Year 15 is December 31, 2036. 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 $4,788,165,456 times the Overall Allocation Percentage assigned to each Non-Settling State in Exhibit F-2 shall be deducted from the total amount to be paid by Walgreens 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 suspension, offset, and reduction as provided in Section IV.K, Section XI and Section XII.
G. Base Payments.
1. Subject to the offset and reduction provisions set forth in Section XI and Section XII, Walgreens shall make Base Payments into the Settlement Fund in an amount equal to forty-one percent (41%) of the Adjusted State Remediation Payment. The maximum total for Base Payments is $1,963,147,836. The Base Payments shall be due in installments consistent with Exhibit M-2 over the fifteen (15) 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-2.
H. Incentive Payments.
1. Subject to the offset and reduction provisions set forth in Section XI and Section XII, Walgreens shall make potential additional incentive payments totaling up to a maximum of fifty-nine percent (59%) 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 $2,825,017,620.
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21 2. A Settling State qualifies to receive Incentive Payments in addition to Base Payments if it meets the incentive eligibility requirements specified below. 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-2. 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 three (3) categories, referred to as Incentive Payments A, BC and D. Incentive Payments A and BC will be due in installments over the fourteen (14) Payment Years beginning with Payment Year 2, and Incentive Payment D will be due in installments over Payment Years 6 through 15, as shown on Exhibit M-2. 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 Year 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.
b. Incentive Payment A shall be equal to fifty-nine percent (59%) 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 fourteen (14) Payment Years, starting in Annual Remediation Payment 2, and shall equal a total potential maximum of $2,825,017,620 if all states are eligible. Each Settling State’s share of Incentive Payment A in a given year, provided that Settling State is eligible, 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. Eligibility for Incentive Payment A is as follows: A Settling State is eligible for Incentive Payment A if, as of two (2) years of the Effective Date: (i) there is a Bar in that State in full force and effect, (ii) there is a Settlement Class Resolution in that 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 State's population, whichever is greater, Hospital Districts that have at least one hundred twenty-five 279
22 (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.
Walgreens 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.
d. A Settling State that is not eligible 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. Walgreens 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 is not eligible 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”) beginning 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 Payment A as 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”) beginning on the Payment Date for Payment Year 4. The Incentive A Catch-up Payment shall be reduced by any amounts paid to the Settling State under Incentives Payments B or C prior to the Settling State’s eligibility for Incentive Payment A. The Incentive Payment A Catch-up Payment is subject to the Annual Maximum as set forth in Section IV.B.2. In the event that the full amount of Incentive Payment A Catch-up Payments is limited by the Annual Maximum, the process set forth in Section IV.B.2 shall apply.
g. If Walgreens 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 State requalifies for Incentive Payment A through any method pursuant to Section IV.H.4.b, in which case the Settling State shall be eligible for Incentive Payment A less any litigation fees and costs incurred by Walgreens in the interim, except that, if the re-imposition occurs after the completion of opening statements in a 280
23 trial involving a Released Claim, the Settling State shall not be eligible for Incentive Payment A (unless this exception is waived by Walgreens).
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-six percent (56%) of the Settling State’s State Allocation. Incentive Payment A will be due to a Settling State as part of the Annual Remediation Payment over fourteen (14) Payment Years, starting in Annual Remediation Payment 2. Subject to Section IV.F, Incentive Payment BC shall equal a total potential maximum of $2,681,372,654 if all states are eligible.
c. A Settling State may earn Incentive Payment BC in Annual Remediation Payments 2 through 15 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-2, 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:
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24 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%
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%
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 XI) of the Subdivision to be excluded.
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25 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 6-15, 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 (85%) 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 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 $478,816,550.6
c. Incentive Payment D shall be paid starting at Payment Year 6 and the amount of Incentive Payment D in Payment Years 6-15 will depend on (i) the Settling State’s eligibility as 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 is eligible 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 6 The Incentive Payment BC table specified in Section IV.H.5.f and Incentive Payment D table specified in Section IV.H.6.e operate so that the combined amount of Incentive Payment BC and Incentive Payment D cannot exceed fifty-nine percent (59%) of the Adjusted State Remediation Payment over the term of the Agreement. Walgreens will have no obligation to pay more than $2,825,017,620 for the combined amounts of Incentive Payment BC and Incentive Payment D minus any offsets for Non-Settling States specified in Section IV.F. 283
26 K-12 student enrollment of at least 25,000 or 0.10% of the 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 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 eligibility 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 State survives more than six (6) months after denial in whole or in part a Threshold Motion after that date, that 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 eligible for Incentive Payment D in Payment Years 6-15 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-2.
The 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 the installments of ten percent (10%) per year. In the event that the full amount of Incentive D is limited by the Annual Maximum, the process set forth in Section IV.B.2 shall apply.
Prior to making the Annual Remediation Payment for Payment Years 6 through 15, the Settlement Fund Administrator shall determine a Settling State’s eligibility 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, Walgreens may provide the Settlement Fund Administrator and the Enforcement Committee with notice identifying any Settling State(s) it 284
27 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 Walgreens 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.
I. In no event shall any Settling State receive Base Payments and Incentive Payments totaling more than one hundred percent (100%) of its respective Overall Allocation Percentage specified in Exhibit F-2 times the State Remediation Payment.
J. State Specific Agreements. Notwithstanding any other provision of this Agreement or any other agreement, in the event that: (1) Walgreens enters into an agreement with any Eligible State that resolves with finality such State’s Claims consistent with Section XI of this Agreement and such agreement has an effective date prior to the Effective Date of this Agreement (such agreement, a “State-Specific Agreement”) and (2) pursuant to the terms of the State-Specific Agreement, any payments, or any portion thereof, made by the Walgreens thereunder are made in lieu of any payments, or any portion thereof, to be made under this Agreement and Walgreens makes such a payment pursuant to the State-Specific Agreement, then Walgreens will reduce any payments allocable to such State (whether made to the Settlement Fund Escrow or the Settlement Fund) made pursuant to this Agreement in proportion to the Overall Allocation Percentage for such State.
K. Significant Financial Constraint.
1. Walgreens may suspend its payments if, as of thirty (30) calendar days preceding an annual Payment Date, Walgreens’ credit rating from one or more of the three nationally recognized rating agencies is below BBB- or Baa3, except if within the prior three (3) months it repurchased any shares (other than those shares required to make the Company’s compensation programs non-dilutive), funded new acquisitions with a purchase price greater than $250 million, or paid a dividend. Walgreens shall not utilize this provision until after payment of the first two Annual Remediation Payments.
2. The suspension shall last until thirty (30) days after Walgreens achieves a BBB- or Baa3 or higher credit rating from all nationally recognized rating agencies that rate Walgreens, at which point Walgreens shall make a payment equal to the lowest of the remaining Total Available Amount or one-thirtieth (1/30 th) of the Total Available Amount (the “Post- Suspension Payment”).
3. Annual Remediation Payments and Annual Fees Payments shall be made on the schedule prescribed in Exhibit M-2 and Exhibit M-3 beginning in the Payment Year following the Post-Suspension Payment (i.e., if the last payment made pre-suspension was the Annual 285
28 Remediation Payment 6, the Post-Suspension Payment would be made on schedule for Annual Remediation Payment 7), but shall remain capped at one-thirtieth (1/30 th) of the Total Available Amount for two Payment Years until and unless Walgreens’ credit rating from all of the three nationally recognized rating agencies that rate Walgreens increases to BBB or Baa2 (the “Reduced Payment Termination Date”).
4. If Walgreens has reason to believe that it will not be able to the Annual Remediation Payment or Annual Fees Payment for a Payment Year, it shall provide at least ninety (90) calendar days’ prior written notice to the Settlement Fund Administrator and Enforcement Committee (a “Deferred Payment Notice ”). Any Deferred Payment Notice shall specify and include: (a) the gross amount of the payments owed, (b) the amount that Walgreens believes it will be unable to pay, (c) the accounting and audited financial documents upon which Walgreens relied for making this determination, and (d) any other relevant information for the Enforcement Committee to consider.
5. Deferrals and payments made pursuant to Section IV.K.2-3 will apply proportionally across Base Payments and Incentive Payments. For the avoidance of doubt, this Section IV.K applies fully to Payment Years after the first two (2) Annual Remediation Payment Dates, including the Base Payments and all Incentive Payments due pursuant to this Agreement during the Payment Year at issue.
6. Walgreens shall pay any amounts deferred due to suspension or reduced Post- Suspension Payments, including applicable interest, or before the Payment Date for Payment Year 15.
7. If Walgreens defers some or all of the payments due in a Payment Year pursuant to this Section IV.K, it shall not repurchase any shares (other than those shares required to make the Company’s compensation programs non-dilutive), or fund new acquisitions with a purchase price greater than $250 million during the deferral period or until the deferred amount is fully repaid with interest.
8. Any payments deferred under this Section IV.K shall bear interest at a 7% per annum.
9. In the event that Walgreens suspends and/or defers Annual Payments pursuant to Section IV.K.1-2, Walgreens shall repay the suspended and/or deferred payments as follows:
a. If Walgreens suspends payments for up to one year, it shall repay the suspended and/or deferred payments within three Payment Years after the Reduced Payment Termination Date. For each of those three Payment Years, Walgreens shall pay its Annual Remediation Payment and Annual Fee Payment, if applicable, plus the sum of (1) the amount of payments suspended pursuant to Section IV.K.1; (2) the amount of underpayments due to deferral pursuant to Section IV.K.2; and (3) interest pursuant to Section IV.K.8, divided by three or the remaining number of Payment Years, whichever is smaller. 286
29 b. If Walgreens suspends payments for longer than one year and up to three years, it shall repay the suspended and/or deferred payments within six Payment Years after the Reduced Payment Termination Date. For each of those six Payment Years, Walgreens shall pay its Annual Remediation Payment and Annual Fee Payment, if applicable, plus the sum of (1) the amount of payments suspended pursuant to Section IV.K.1; (2) the amount of underpayments due to deferral pursuant to Section IV.K.2; and (3) interest pursuant to Section IV.K.8, divided by six or the remaining number of Payment Years, whichever is smaller. c. If Walgreens suspends payments for longer than three years, it shall repay the suspended and/or deferred payments by no later than the Payment Date for Payment Year 15. For each of the remaining Payment Years, Walgreens shall pay its Annual Remediation Payment and Annual Fee Payment, if applicable, plus the sum of (1) the amount of payments suspended pursuant to Section IV.K.1; (2) the amount of underpayments due to deferral pursuant to Section IV.K.2; and (3) interest pursuant to Section IV.K.8, divided by the number of remaining Payment Years.
L. New York Prior Settlement Credit. Walgreens shall not be required to pay into the Settlement Fund 15.31% of New York’s State Allocation as otherwise calculated pursuant to this Section IV as a credit for Walgreens’ settlement with Suffolk and Nassau Counties in New York State. For the avoidance of doubt, this credit shall solely reduce the amount New York State and its Subdivisions would otherwise have received under this Agreement, and it shall not affect the amount received by any other Settling State or their Subdivisions.
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 under Section IV into 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 Walgreens.
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 Walgreens’ 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 287
30 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 Walgreens 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 by December 15 each year 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.
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 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 State-specific basis. Incentive Payments for which a Settling State is eligible under Section IV.F 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 a suspension, offset or reduction under Section XI or Section XII applies with respect to a Settling State, the suspension, 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 State.
4. Settlement Fund Administrator. Prior to the Initial Participation Date, Walgreens 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 288
31 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, Walgreens 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 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 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) that 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 Walgreens 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 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 8, 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 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 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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32 that 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 State's Remediation Accounts Fund or to another 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 State’s State Fund, Remediation Accounts Fund, and Subdivision Fund under Section V.C shall be distributed as follows:
a. Amounts apportioned to that State’s State Fund shall be distributed to that State.
b. Amounts apportioned to that 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 from 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 State’s Remediation Accounts Fund to the Statutory Trust.
c. Amounts apportioned to that State’s Subdivision Fund shall be distributed to Participating Subdivisions in that 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 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.
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33 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.
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 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 Remediation9 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 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.c to define its regions and assign regional allocations percentages. Otherwise, the 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 State for opioid abuse treatment or other public health purposes; (B) assign initial regional allocation percentages to the 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 291
34 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 States that do not have counties or parishes that 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 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 292
35 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 among the Walgreens and the Enforcement Committee
F. Nature of Payment . Each of the Settling States, the Participating Subdivisions and Walgreens acknowledges, agrees and understands that, notwithstanding anything to the contrary in this Agreement, for purposes of Section 162(f) of the Internal Revenue Code, the Compensatory Restitution Amount paid by Walgreens (up to $4,788,165,456 to be paid out over fifteen (15) years) constitutes restitution or remediation, as defined in Treasury Regulation §
1.162-21(e)(4), for damage or harm allegedly caused by the potential violation of a law and is an amount paid for the purpose of remediating the damage or harm allegedly caused, including to restore the affected persons, Settling States and Participating Subdivisions to the same or substantially similar position or condition as existed prior to such damage or harm allegedly caused. The Parties acknowledge, agree and understand that only the Private Attorneys Fees, tate AG Fees and Costs, and Additional Remediation Amount (up to $734,363,310) represent reimbursement to Settling States, Participating Subdivisions listed on Exhibit G, or any other person or entity for the fees and costs of any investigation or litigation, that no portion of the Compensatory Restitution Amount represents reimbursement to Plaintiffs or any other person or entity for the fees and costs of any investigation or litigation, and no portion of the Compensatory Restitution Amount represents or should properly be characterized as the payment of fines, penalties or other punitive assessments. Releasors acknowledge, agree and understand that Walgreens intends to allocate the cost of the Annual Remediation Payments among the Releasees using a reasonable basis. The Designated State, on behalf of all Settling States and Participating Subdivisions shall complete and file Form 1098-F with the Internal Revenue Service on or before February 28 (March 31 if filed electronically) of the year following the calendar year in which the order entering this Agreement becomes binding. The Form 1098-F shall identify the entire Adjusted State Remediation Payment except as reported pursuant to Section V.B.2 as of December 31, 2023, as remediation/restitution amounts, and Releasors shall furnish Copy B of such Form 1098-F to Walgreens on or before January 31 of the year following the calendar year in which the order entering this Agreement becomes binding. Walgreens makes no warranty or representation to Releasors as to the tax consequences of the Compensatory Restitution Amount, Adjusted State Remediation Payment, the Private Attorneys Fees, or State AG Fees and Costs or any portion thereof. Further, Releasors specifically acknowledge that no portion of the Compensatory Restitution Amount shall be used for general enforcement efforts or other discretionary purposes as described in Treasury Regulation § 1.162-21(e)(4)(i)(C).
VI. Enforcement
A. Enforceability. This Agreement is enforceable only by the Settling States and Walgreens; provided, however, that Released Entities may enforce Section X and Participating 293
36 Subdivisions listed on Exhibit G have the enforcement rights described 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 Walgreens with respect to either the terms of this Agreement that apply only to or in other States or any Consent Judgment entered into by another Settling State. Participating Subdivisions shall not have enforcement rights against Walgreens 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 that would be allocated to the Subdivision Fund or Remediation Accounts Fund pursuant to Section V; 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. Walgreens 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 Walgreens believes that the ninety-five percent (95%) threshold established in Section V.B.1 is not being satisfied, any Party may request that Walgreens 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 Walgreens seeking to reduce their Annual Remediation Payments by no more than 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 Participating 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, 294
37 or Statutory Trust; or (b) in the absence of a State-Subdivision Agreement, Allocation 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.
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 Walgreens Payment Enforcement. A Participating Subdivision listed on Exhibit G shall have the same right as a Settling State to seek resolution regarding the failure by Walgreens 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
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38 (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 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 Walgreens 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 Walgreens to pay the Annual Remediation Payment or the Additional Restitution Amount in a Payment Year, but for the avoidance of doubt, disputes between Walgreens 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 the significant financial constraint provision in Section IV.K, including, without limitation, eligibility for and amount of deferrals for any given year, time for repayment, and compliance with restrictions during deferral term; (vi) the interpretation and application of any most-favored- nation provision in Section XIII.E;
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39 (vii) questions regarding the performance and/or removal of the Settlement Fund Administrator;
(viii) disputes involving liability of successor entities; (ix) disputes that require a determination of the sufficiency of participation in order to qualify for Incentive Payments A, BC or D; (x) disputes involving a Releasor’s compliance with, and the appropriate remedy under, Section X.B.4.c;
(xi) 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
(xii) 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 Walgreens, 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.
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40 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 Walgreens on a state law issue. g. The decisions of the National Arbitration Panel shall be binding on Settling States, Participating Subdivisions, Walgreens, and the Settlement Fund Administrator. In any proceeding before the National Arbitration Panel involving a dispute between a Settling State and Walgreens 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.
h. Nothing herein shall be construed so as to limit or otherwise restrict a 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 Walgreens and Settling States/Participating Subdivisions shall be split fifty percent (50%) by Walgreens 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 Walgreens 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 following 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. 298
41 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 Walgreens 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 identified 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.
5. 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 Walgreens or its affiliates, unless in the event of a default or breach of the payment provisions by Walgreens.
Nothing in this Section VI.F.5 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 Walgreens.
G. 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 Walgreens reserve all of its rights in connection with a CID or investigative subpoena issued pursuant to such authority.
VII. Participation by Subdivisions
A. Notice. Prior to the State Participation Date, the Parties shall agree on a vendor to serve as the Implementation Administrator and provide notice pursuant to this Section VII.A.
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) 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 listed 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 Administrator, 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 State Participation 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 Walgreens. The Settling States, with the cooperation of Walgreens, 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 299
42 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 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 Later Litigating Subdivision in a Settling State may become a Participating Subdivision by returning an executed Subdivision Settlement Participation Form to the Implementation Administrator 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. A Settling State may require each Litigating Subdivision in that 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 Participating 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.
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 300
43 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 November 30, 2023 shall receive seventy-five percent (75%) of the share of future Base 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).
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 State shall receive twenty-five percent (25%) of the share of future Base 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 Walgreens.
G. Ineligible Subdivisions. Prior Litigating Subdivisions whose claims have already been resolved and Subdivisions in Non-Settling States are not eligible to 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 State in which the Subdivision is located, unless those payments are redirected elsewhere by a State-Subdivision Agreement or by a Statutory Trust.
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44 VIII. Condition to Effectiveness of Agreement and Filing of Consent Judgment A. Determination to Proceed With Settlement.
1. The Settling States shall confer with legal representatives of the Participating Subdivisions listed on Exhibit G and inform Walgreens no later than eighteen (18) calendar days prior to the Reference Date whether the Settling States agree that there is sufficient participation to proceed with this Agreement. Within seven (7) calendar days of informing Walgreens 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 Walgreens.
2. If the Settling States inform Walgreens that they agree that there is sufficient participation, Walgreens will then determine on or before the Reference Date whether there is sufficient 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 Walgreens and may be based on any criteria or factors deemed relevant by Walgreens.
B. Notice by Walgreens. On or before the Reference Date, Walgreens shall inform the Settling States of its determination pursuant to Section VIII.A.2. If Walgreens 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 Walgreens determines not to proceed, this Agreement will have no further effect, any amounts placed in escrow for Payment Year 1, including funds referenced in Section IV.C.1 and Exhibit M-2, shall be returned to Walgreens, 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. The Agreement on the State Outside Counsel Fee Fund for Chain Pharmacy Settlement and the Agreement on the Joint 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, Walgreens 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. 302
45 2. Reduction of Additional Remediation Amount . The amounts owed by Walgreens 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 one or more Chain Pharmacies, as that term is defined in Exhibit S, 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.
C. All payments addressed by this Section IX will be made on December 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 establish 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
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46 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, and nothing herein shall prohibit a Released Entity from seeking a voluntary agreement providing indemnification for liability and/or expenses arising from Walgreens’ post- Effective Date implementation of the Injunctive Relief Terms set forth in Exhibit P.
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 substantially equivalent to that required from Walgreens 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 provided in Section X.B.3, and such Non- Released Entity asserts a Claim-Over against a Released Entity, the Released Entity shall be relieved of the prohibition in Section X.B.2 with respect to that Non-Released Entity and that Releasor and Walgreens 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 Walgreens:
a. Walgreens 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. Walgreens and that Releasor shall meet and confer concerning the means to hold Released Entities harmless and ensure that they are not required to 304
47 pay more with respect to Covered Conduct than the amounts owed by Walgreens under this Agreement;
c. That Releasor and Walgreens shall take steps sufficient and permissible under the law of the State 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 Walgreens under this Agreement. Such steps may include, where permissible:
(i) Filing of motions to dismiss or such other appropriate motion by Walgreens 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; (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 Walgreens 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 Walgreens 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 Walgreens 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 Walgreens may devise to hold Walgreens harmless from the Claim-Over.
d. The actions of that Releasor and Walgreens taken pursuant to paragraph (c) must, in combination, ensure Walgreens is not required to pay more with respect to Covered Conduct than the amounts owed by Walgreens under this Agreement.
e. In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Walgreens 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 305
48 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, Walgreens shall have a claim for breach of this Agreement by Releasors, with the remedy being payment of sufficient funds to hold Walgreens harmless from the Claim- Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Walgreens 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.
Walgreens 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.
6. 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 and nothing herein shall prohibit a Released Entity from seeking a voluntary agreement providing indemnification for liability and/or expenses arising from Walgreens’ post-Effective Date implementation of the Injunctive Relief Terms set forth in Exhibit P.
C. 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 State 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. 306
49 D. 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 Walgreens (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 Walgreens.
E. 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.
F. 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 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 instrumentalities with the regulatory authority to enforce state and federal controlled substances acts, and (3) any of their 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 State's Governor. Also for the purposes of clause (3), a release from a State's Governor as set forth in Exhibit X is sufficient to demonstrate that the appropriate releases have been obtained.
G. 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.
H. 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 Walgreens 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 Walgreens on or after the date the Preliminary Agreement Date. This provision shall not require a State to make any monetary payment or adjustment to allocation or incur other obligation.
I. 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, 307
50 workers’ compensation Claims, Claims for liability under tax law, Claims under securities law by a 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. Subject to Section XI.B, the following shall apply in the event a Later Litigating Subdivision in a Settling State maintains a lawsuit for a Released Claim against a Released Entity after the Reference Date:
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.
2. If the lawsuit asserting a Released Claim is resolved with finality on terms requiring payment by the Released Entity, Walgreens 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 15 and working backwards.
3. For the avoidance of doubt, any offset pursuant to this Section XI in a Settling State if it 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 Payment Year 2 and remains in full force and effect; provided that an offset relating to that Subdivision may apply under Section XII.
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51 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 suspension or offset under Section XI.A shall not affect the Injunctive Relief Terms or the Consent Judgment.
D. No Effect on Other States . A suspension or 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.
XII. Other Reductions/Offsets
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, Walgreens 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 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 Walgreens 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, the Walgreens shall receive a dollar-for-dollar offset against the portion of remaining Annual Remediation Payments that would be allocated to that 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 the Walgreens 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 the Walgreens during that time had the Bar, 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.
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52 C. Certain Taxes. Amounts paid by Walgreens under an Opioid Tax in a Settling State in a Payment Year shall give rise to a dollar-for-dollar offset against Walgreens obligation to pay its share of the Annual Remediation Payment in that Payment Year that would be allocated to the taxing State or its Participating Subdivisions. If such amounts paid exceed that Walgreens allocable share of the Annual Remediation Payment allocable to the taxing State or its Participating Subdivisions in that Payment Year, the excess shall carry forward as an offset against its allocable share of remaining Annual Remediation Payments that would be allocated to the taxing State or its Participating Subdivisions. Walgreens represents that as of December 6, 2022, 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 New York. Calculation of the population of New York State for any purpose under the Agreement shall not include the respective populations of Nassau and Suffolk Counties.
B. 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 1, 2019, released May 2020. These population figures shall remain unchanged during the term of this Agreement.
C. 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.b 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. Walgreens 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.
D. 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.
E. Most-Favored-Nation Provision – Walgreens
1. If, after the Effective Date, Walgreens 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 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 . 310
53 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 XIII.E.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, Walgreens 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 Walgreens 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.E.1, the Settling State(s) and Walgreens shall engage in the following process:
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 Walgreens, of their 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 State’s belief that it is entitled to a revision of the Agreement.
b. Walgreens 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 Walgreens do not reach agreement as to the application of Section XIII.E.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.E.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 Walgreens 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 311
54 State(s) may obtain, with respect to Walgreens, overall payment terms at least as favorable as those obtained by such Non-Settling State.
4. This Section XIII.E does not apply to, and there is no ability of any Settling State to seek or obtain revision of this Agreement based on, any Non-Settling State agreement with Walgreens that is entered into: (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 Walgreens 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 Walgreens 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) with a Non-Settling State 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 has obtained any court order or judicial determination that grants judgment (in whole or in part) against Walgreens in the Non-Settling State’s case, (ii) after a sanctions ruling against Walgreens in the Non-Settling State’s case against Walgreens; 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; or (d) with West Virginia or New Mexico. The National Arbitration Panel shall have no power to review agreements that satisfy any of the conditions described in this paragraph.
5. This Section XII.E 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 Walgreens and Non-Participating Subdivisions or Non-Participating Special Districts.
6. This Section XII.E will not apply to any agreement entered into more than eighteen (18) months after the Effective Date.
F. No Admission. Walgreens 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 the Walgreens
G. Tax Cooperation and Reporting.
1. Upon request by Walgreens, 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 Walgreens 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 Treasury Regulations Section 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.G.1, each Settling State and Participating Subdivision shall cooperate in good faith with Walgreens with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement.
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55 3. The Designated State shall designate one of its officers or employees to act as the "appropriate official" within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the "Appropriate Official"). The 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 Walgreens and (ii) any legally required returns or amended returns with any applicable governmental authority, or any returns requested by Walgreens, and (b) provides Walgreens a copy of (i) the IRS Form 1098-F filed with respect to Walgreens 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 form, return, or statement shall be prepared and filed in a manner fully consistent with Section V.F.
4. The Settling States and Participating Subdivisions agree that any return, amended return, or written statement filed or provided pursuant to Section XIII.G.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 2 of IRS Form 1098-F, as reflected in the attached Exhibit U. If the Designated State or Appropriate Official shall be required to file any return, amended return, or written statement contemplated by this Section XIII.G other than an IRS Form 1098-F, the Designated State shall direct and ensure that the Appropriate Official provides to Walgreens a draft of such return, amended return, or written statement in respect of Walgreens no later than sixty (60) calendar days prior to the due date thereof and shall accept and reflect any reasonable comments of Walgreens on the return, amended return, or written statement in respect of Walgreens.
5. For the avoidance of doubt, neither Walgreens nor the Settling States and Participating Subdivisions make any warranty or representation to any State, Participating Subdivision, or Releasor as to the tax consequences of the payment of the Compensatory Restitution Amount (or any portion thereof).
H. 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. The State may not assign or otherwise convey any right to enforce any provision of this Agreement.
I. Calculation. Any figure or percentage referred to in this Agreement shall be carried to seven decimal places.
J. 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.
K. 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, 313
56 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 directly 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.
L. 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.
M. 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.
N. 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 O. Legal Obligations. Nothing in this Agreement shall be construed as relieving Walgreens 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 Walgreens cannot comply with this Agreement without violating such a requirement or requirements, Walgreens shall document such conflicts and notify the State Attorneys General of the relevant Settling States 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.
P. 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.
Q. 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 current or 314
57 future law. Nothing in the previous sentence shall modify, or be construed to conflict with, Section XIII.O.
R. 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.
S. 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
PO Box 629
Raleigh, NC 27602
[email protected]
Dave Yost, Attorney General
Ohio Attorney’s General Office
Attn: Jonathan Blanton, First Assistant Attorney General 30 East Broad Street
Columbus, OH 43215
[email protected]
Letitia James, Attorney General
New York State Office of the Attorney General
Attn: Jennifer Levy, First Deputy Attorney General
28 Liberty Street
New York, NY 10005
[email protected]
For the Plaintiffs' Executive Committee:
Co-leads
Jayne Conroy
Simmons Hanly Conroy LLC
112 Madison Avenue
7th Floor
315
58 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 Walgreens:
Harlan Levy
Foley Hoag LLP
1301 Avenue of the Americas
New York, New York 10019
[email protected]
Kristyn DeFilipp
Foley Hoag LLP
155 Seaport Boulevard
Boston, MA 02110
[email protected]
and
Wayne B. Mason
Faegre Drinker
1717 Main Street, Ste. 5400
Dallas, TX 75201-7367
[email protected]
and
Michael J. Freeman
104 Wilmot Road, MS#144Q
316
59 Deerfield, IL 60015
[email protected]
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.S.
T. 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.
U. 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.
V. Successors.
1. This Agreement shall be binding upon, and inure to the benefit of, Walgreens and its respective successors and assigns.
2. Walgreens 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 Walgreens (other than sales or transfers of inventories, or sales or transfers to an entity owned directly or indirectly by Walgreens) where the sale or transfer is announced after the Reference Date, is not for fair consideration, and would foreseeably and unreasonably jeopardize Walgreens’ 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 Walgreens obtains the acquiror's agreement that it will be either a guarantor of or successor to the percentage of Walgreens remaining Payment Obligations under this Agreement equal to the percentage of Walgreens’ 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 Walgreens most recent publicly filed consolidated balance sheet prior to the date of entry into the sale or transfer agreement at issue. This Section XIII.V shall be enforceable solely by the Settling States, and any objection under this Section XIII.V not raised within sixty (60) calendar days of the announcement of the relevant transaction is waived.
W. Modification, Amendment, Alteration. In the event the Plaintiffs’ Executive Committee, the Executive Committee of the State Attorneys General, or Walgreens concludes prior to December 21, 2022 that technical corrections are required to this Agreement, the Plaintiffs’ Executive Committee, the Executive Committee of the State Attorneys General, and Walgreens shall meet and confer and make such amendments as they agree are appropriate. After the Reference Date, any modification, amendment, or alteration of this Agreement by the Parties shall be binding only if evidenced in writing signed by Walgreens, along with the signature of at 317
60 least thirty-seven (37) 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 State (either pursuant to Section V.E.2.c, 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 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.
X. Termination.
1. Unless otherwise agreed to by each of Walgreens and the State, this Agreement and all of its terms (except Section XIII.R 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 court 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 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.X.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 Walgreens 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. Walgreens and the 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 318
61 Walgreens and the 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 Walgreens 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 15, provided that Walgreens’ has performed its Payment obligations under the Agreement as of that date.
Notwithstanding any other provision in this Section XIII.X.3 or in this Agreement, all releases under this Agreement will remain effective despite any termination under this Section XIII.X.3.
Y. 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 Walgreens or against which Walgreens 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.
Z. Bankruptcy. The following provisions shall apply if Walgreens enters Bankruptcy and (i) the Walgreens 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 Walgreens 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 Walgreens) that the financial obligations of this Agreement have been terminated and rendered null and void (except as provided in Section XIII.Z.1.a) due to a material breach by Walgreens, 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 Walgreens; 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 Walgreens shall have the right to assert any and all claims against Walgreens 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 Walgreens itself; and (ii) in the event the State asserts any Released Claim against Walgreens after the rejection and/or termination of this Agreement as described in this Section XIII.Z.1.a and receives 319
62 a judgment, settlement or distribution arising from such Released Claim, then the amount of any payments the State has previously received from Walgreens 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 State is required to disgorge or repay to Walgreens’ 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 Walgreens subject to all defenses and rights of the Walgreens.
AA. Waiver. Walgreens, 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 Walgreens’ payment obligations incurred hereunder are satisfied in full. The foregoing waiver and relinquishment includes, without limitation, until such time as all of Walgreens’ payment obligations incurred hereunder are satisfied in full, Walgreens’ rights to execute a divisional merger or equivalent transaction or restructuring 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 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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EXHIBIT A
Alleged Harms
The following expert reports that were filed 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 report of G. Caleb Alexander, dated April 16, 2021.
2. Expert report of David Cutler, dated April 16, 2021; 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 report 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 report of Dr. Anna Lembke, 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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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 Walgreens 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 Walgreens dated December [__], 2022.
ARTICLE III
Members of the Committee
A. Number of Members
The Committee will consist of sixteen (16) 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.
B. Initial Members
The Committee initially will consist of ten (10) Settling State Members and six (6) Participating Subdivision Members; three (3 ) of the Participating Subdivisions shall be counties and three (3) shall be municipalities. The initial Set tling State Members are representatives from: Connecticut, Delaware, Illinois, Indiana, Louisiana, New York, North Carolina, Ohio, Tennessee, and Texas . 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 Participating Subdivision mu st be the designated as the representative of the Participating Subdivision.
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C. 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 fro m the Committee.
D. 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.
E. 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.
F. 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.
G. 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 disi nterested 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 s he 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
A. Place of Meetings
Meetings of the Committee will be held at any place that the Chairperson may designate, including by telephonic or electronic means.
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B. Regular Meetings
Regular meetings of the Committee shall be held as deemed necessary by the Chairperson or any three members.
C. 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.
D. Quorum
A majority of the incumbent Members (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business.
E. Voting and Proxy
When it is necessary to vote on any matter before the Committee, Members may vote by electronic means as provided in th ese 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.
F. 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
A. 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 th e Members of the Committee. One person may hold two or more offices, except those serving as Chairperson.
B. 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.
C. 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.
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D. 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.
E. 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.
F. Secretary
The Secretary will keep and maintain all records related to the Committee and take minutes of all meetings.
G. 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.
H. 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
A. Prior to the Effective Date
The Committee shall be responsible for any additional negotiations with Walgreens, 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 [●]) shall be handled by the States Injunctive Relief Committee in accordance with the terms of Exhibit [●].
B. 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 [●] of the Agreement. Members may engage with Walgreens, Settling States, and Participating Subdivisions attempting to resolve any dispute without further action by the Committee.
The Committee may request additional information from Walgreens, 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 325
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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 th e Committee shall be governed by Robert’s Rules of Order unless otherwise waived by the Committee.
ARTICLE IX
Operations
A. 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.
B. 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.
C. 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.
326
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EXHIBIT C
Litigating Subdivisions Exhibit
1. Alabaster, City of, Alabama
2. Albertville, City of, Alabama
3. Arab, City of, Alabama
4. Ashville, City of, Alabama
5. Athens, City of, Alabama
6. Attala, City of, Alabama
7. Auburn, City of, Alabama
8. Baldwin, County of, Alabama
9. Bessemer, City of, Alabama
10. Birmingham, City of, Alabama
11. Boaz, City of, Alabama
12. Brewton, City of, Alabama
13. Bridgeport, City of, Alabama
14. Brookwood, Town of, Alabama
15. Butler, Town of, Alabama
16. Calera, City of, Alabama
17. Calhoun, County of, Alabama
18. Camp Hill, Town of, Alabama
19. Centre, City of, Alabama
20. Centreville, City of, Alabama
21. Cedar Bluff, Town of, Alabama
22. Cherokee, Town of, Alabama
23. Clanton, City of, Alabama
24. Coffee, County of, Alabama
25. Columbiana, City of, Alabama
26. Cullman, City of, Alabama
27. Cullman, County of, Alabama
28. Dadeville, City of, Alabama
29. Dallas, County of, Alabama
30. Daphne, City of, Alabama
31. Decatur, City of, Alabama
32. Dora, City of, Alabama
33. Douglas, Town of, Alabama
34. East Brewton, City of, Alabama
35. Elmore, County of, Alabama
36. Enterprise, City of, Alabama
37. Etowah, County of/Etowah (Sheriff of) County of, Alabama
38. Fairhope, City of, Alabama
327
FH11185097.1
39. Florence, City of, Alabama
40. Foley, City of, Alabama
41. Fort Deposit, Town of, Alabama
42. Fort Payne, City of, Alabama
43. Fultondale, City of, Alabama
44. Gadsden, City of, Alabama
45. Geraldine, Town of, Alabama
46. Grant, Town of, Alabama
47. Graysville, City of, Alabama
48. Gilbertown, Town of, Alabama
49. Gulf Shores, City of, Alabama
50. Guntersville, City of, Alabama
51. Hartselle, City of, Alabama
52. Helena, City of, Alabama
53. Henagar, City of, Alabama
54. Homewood, City of, Alabama
55. Hoover, City of, Alabama
56. Huntsville, City of, Alabama
57. Irondale, City of, Alabama
58. Jasper, City of, Alabama
59. Jackson, County of, Alabama
60. Lauderdale, County of, Alabama
61. Leesburg, City of, Alabama
62. Leighton, Town of, Alabama
63. Lincoln City of, Alabama
64. Madison, County of, Alabama
65. Marion, County of, Alabama
66. Marshall County, Alabama
67. Millbrook, City of, Alabama
68. Mobile, County of, Alabama
69. Mobile County Board of Health, Alabama
70. Moody, City of, Alabama
71. Morgan, County of, Alabama
72. Munford, Town of, Alabama
73. New Hope, City of, Alabama
74. Northport, City of, Alabama
75. Oakman, Town of, Alabama
76. Opelika, City of, Alabama
77. Orange Beach, City of, Alabama
78. Pelham, City of, Alabama
79. Phenix City, City of, Alabama
80. Pickens, County of, Alabama
328
FH11185097.1
81. Piedmont, City of, Alabama
82. Pike, County of, Alabama
83. Prattville, City of, Alabama
84. Ragland, City of, Alabama
85. Rainbow City, City of, Alabama
86. Randolph, County of, Alabama
87. Red Bay, City of, Alabama
88. Roanoke, City of, Alabama
89. Robertsdale, City of, Alabama
90. Russellville, City of, Alabama
91. Saraland, City of, Alabama
92. Scottsboro, City of, Alabama
93. Selma, City of, Alabama
94. Semmes, City of, Alabama
95. Sheffield, City of, Alabama
96. Slocomb, City of, Alabama
97. Spanish Fort, City of, Alabama
98. Springville, City of, Alabama
99. Sumiton, City of, Alabama
100. Sylacauga, City of, Alabama
101. Talladega, County of, Alabama
102. Tallapoosa, County of, Alabama
103. Thomasville, City of, Alabama
104. Troy, City of, Alabama
105. Trussville, City of, Alabama
106. Tuscaloosa, City of, Alabama
107. Tuscaloosa, County of, Alabama
108. Vestavia Hills, City of, Alabama
109. Walker, County of, Alabama
110. West Blocton, Town of, Alabama
111. Wetumpka, City of, Alabama
112. Winston, County of, Alabama
113. Woodville, Town of, Alabama
114. Arizona Municipal Risk Retention Pool, Arizona
115. Cochise, County of, Arizona
116. Kingman, City of, Arizona
117. Maricopa, County of, Arizona
118. Mohave, County of, Arizona
119. Navajo, County of, Arizona
120. Phoenix, City of, Arizona
121. Pinal, County of, Arizona
122. Prescott, City of, Arizona
329
FH11185097.1
123. Yuma, County of, Arizona
124. Alameda, County of, California
125. Amador, County of, California
126. Butte, County of, California
127. Calaveras, County of, California
128. Chico, City of, California
129. Chula Vista, City of, California
130. Clearlake, City of, California
131. Costa Mesa, City of, California
132. Del Norte, County of, California
133. Dublin, City of, California
134. El Dorado, County of, California
135. Eureka, City of, California
136. Fresno, County of, California
137. Fullerton, City of, California
138. Humboldt, County of, California
139. Imperial, County of, California
140. Inyo, County of, California
141. La Hambra, City of, California
142. La Mesa, City of, California
143. Laguna Beach, City of, California
144. Lakeport, City of, California
145. Lassen, County of, California
146. Los Angeles, City of, California
147. Los Angeles, County of, California
148. Madera, County of, California
149. Marin, County of, California
150. Mariposa, County of, California
151. Mendocino, County of, California
152. Merced, County of, California
153. Modoc, County of, California
154. Mono, County of, California
155. Monterey, County of, California
156. Murrieta, City of, California
157. Nevada, County of, California
158. Oxnard, City of, California
159. Placentia, City of, California
160. Placer, County of, California
161. Plumas, County of, California
162. Riverside, County of, California
163. Sacramento, City of, California
164. Sacramento, County of, California
330
FH11185097.1
165. San Benito, County of, California
166. San Bernardino, County of, California
167. San Clemente, City of, California
168. San Diego, County of, California
169. San Luis Obispo, County of, California
170. San Francisco, City of, California
171. San Francisco, County of, California
172. San Jose, City of, California
173. San Mateo, County of, California
174. Santa Ana, City of, California
175. Santa Barbara, County of, California
176. Santa Cruz, County of, California
177. Santa Rosa, County of, California
178. Shasta, County of, California
179. Sonoma, County of, California
180. Sutter, County of, California
181. Tehama, County of, California
182. Trinity, County of, California
183. Tulare, County of, California
184. Tuolumne, County of, California
185. Ventura, County of, California
186. Westminster, City of, California
187. Yolo, County of, California
188. Yuba, County of, California
189. Adams, County of, Colorado
190. Alamosa, City of, Colorado
191. Alamosa, County of, Colorado
192. Arapahoe, County of, Colorado
193. Aurora, County of, Colorado
194. Black Haw, City of, Colorado
195. Boulder, County of, Colorado
196. Brighton, City of, Colorado
197. Broomfield, City of, Colorado
198. Broomfield, County of, Colorado
199. Chaffe, County of, Colorado
200. Commerce City, City of, Colorado
201. Conejos, County of, Colorado
202. Denver, City of, Colorado
203. Denver, County of, Colorado
204. Federal Heights, City of, Colorado
205. Fremont, County of, Colorado
206. Greeley, City of, Colorado
331
FH11185097.1
207. Hudson, Town of, Colorado
208. Jefferson, County of, Colorado
209. Lakewood, City of, Colorado
210. Larimer, County of, Colorado
211. Las Animas, County of, Colorado
212. Mesa, County of, Colorado
213. Northglenn, City of, Colorado
214. Otero, County of, Colorado
215. Pueblo, County of, Colorado
216. Sheridan, City of, Colorado
217. Thornton, City of, Colorado
218. Teller, County of, Colorado
219. Tri-County Health Department, Colorado
220. Westminster, City of, Colorado
221. Wheat Ridge, City of, Colorado
222. Enfield, Town of, Connecticut
223. Middletown, City of, Connecticut
224. Monroe, Town of, Connecitcut
225. Norwich, City of, Connecticut
226. Waterbury, City of, Connecticut
227. Wethersfield, Town of, Connecticut
228. Windham, Town of, Connecticut
229. Dover, City of, Delaware
230. Kent, County of, Delaware
231. Seaford, City of, Delaware
232. Sussex, County of, Delaware
233. Albany, City of, Georgia
234. Appling, County of, Georgia
235. Athens-Clarke, County of, Georgia
236. Atlanta, City of, Georgia
237. Augusta, City of, Georgia
238. Bainbridge, City of, Georgia
239. Baldwin, County of/Baldwin, (Sheriff of) County of, Georgia 240. Banks, County of, Georgia
241. Bartow, County of, Georgia
242. Bibb, County of/Bibb, (Sheriff of) County of, Georgia 243. Brantley, County of, Georgia
244. Buloch, County of, Georgia
245. Burke, County of, Georgia
246. Butts, County of, Georgia
247. Camden, County of, Georgia
248. Candler, County of, Georgia
332
FH11185097.1
249. Candler County Hospital Authority, Georgia
250. Carroll, County of, Georgia
251. Catoosa, County of, Georgia
252. Charlton, County of, Georgia
253. Cherokee, County of, Georgia
254. Clay, County of, Georgia
255. Clayton, County of, Georgia
256. Clinch, County of, Georgia
257. Clinch County Hospital Authority, Georgia
258. Cobb, County of, Georgia
259. Columbia, County of, Georgia
260. Columbus, City of, Georgia
261. Cook, County of, Georgia
262. Crisp, County of/Crisp, (Sheriff of) County of, Georgia 263. Dade, County of, Georgia
264. Dawson, County of, Georgia
265. Decatur, County of, Georgia
266. Dekalb, County of, Georgia
267. Dooly, County of, Georgia
268. Dougherty, County of, Georgia
269. Early, County of, Georgia
270. Effingham, County of, Georgia
271. Elbert, County of, Georgia
272. Emanuel, County of, Georgia
273. Evans, County of, Georgia
274. Fayette, County of, Georgia
275. Forsyth, County of, Georgia
276. Fulton, County of, Georgia
277. Gainesville, City of, Georgia
278. Glascock, County of, Georgia
279. Glynn, County of/Glynn, (Sheriff of) County of, Georgia 280. Grady, County of, Georgia
281. Greene, County of, Georgia
282. Gwinnett, County of, Georgia
283. Habersham, County of, Georgia
284. Hall, County of, Georgia
285. Hancock, County of, Georgia
286. Henry, County of, Georgia
287. Houston, County of/Houston (Sheriff of) County of, Georgia 288. Irwin, County of, Georgia
289. Jackson, County of, Georgia
290. Jasper, County of, Georgia
333
FH11185097.1
291. Jefferson, County of, Georgia
292. Johnson, County of, Georgia
293. Jones, County of/Jones, (Sheriff of) County of, Georgia 294. Laurens, County of, Georgia
295. Lee, County of, Georgia
296. Liberty, County of, Georgia
297. Lincoln, County of, Georgia
298. Long, County of, Georgia
299. Lowndes, County of, Georgia
300. Lumpkin, County of, Georgia
301. Macon Bibb, County of, Georgia
302. Madison, County of, Georgia
303. McDuffie, County of, Georgia
304. McIntosh, County of, Georgia
305. Milledgeville, City of, Georgia
306. Montgomery, County of, Georgia
307. Murray, County of, Murray, (Sheriff of) County of, Georgia 308. Newton, County of, Georgia
309. Oconee, County of, Georgia
310. Oglethorpe, County of, Georgia
311. Pike, County of, Georgia
312. Polk, County of, Georgia
313. Pulaski, County of, Georgia
314. Rabun, County of, Georgia
315. Randolph, County of, Georgia
316. Rockdale, County of, Georgia
317. Rome, City of, Georgia
318. Sandy Springs, City of, Georgia
319. Savannah, City of, Georgia
320. Screven, County of, Georgia
321. Seminole, County of, Georgia
322. Spalding, County of, Georgia
323. Springfield, County of, Georgia
324. Stephens, County of, Georgia
325. Sumter, County of, Georgia
326. Taliaferro, County of, Georgia
327. Tattnall, County of, Georgia
328. Tift, County of/Tift, (Sheriff of) County of, Georgia 329. Tifton, City of, Georgia
330. Toombs, County of, Georgia
331. Towns, County of, Georgia
332. Troup, County of, Georgia
334
FH11185097.1
333. Twiggs, County of, Georgia
334. Union, County of, Georgia
335. Walton, County of, Georgia
336. Ware, County of/Ware, (Sheriff of) County of, Georgia 337. Warren, County of, Georgia
338. Washington, County of, Georgia
339. Wayne, County of/Wayne, (Sheriff of) County of, Georgia 340. Wilkes, County of, Georgia
341. Worth, County of, Georgia
342. Kauai, County of, Hawaii
343. Adams, County of, Idaho
344. Blaine, County of, Idaho
345. Bingham, County of, Idaho
346. Boise, County of, Idaho
347. Bonneville, County of, Idaho
348. Camas, County of, Idaho
349. Canyon, County of, Idaho
350. Caribou, County of, Idaho
351. Cassia, County of, Idaho
352. Elmore, County of, Idaho
353. Gooding, County of, Idaho
354. Latah, County of, Idaho
355. Minidoka, County of, Idaho
356. Owyhee, County of, Idaho
357. Payette, County of, Idaho
358. Board of Education of Thornton Township High Schools, District 20, Illinois 359. Boone, County of, Illinois
360. Calhoun, County of, Illinois
361. Christian, County of, Illinois
362. Coles, County of, Illinois
363. Effingham, County of, Illinois
364. Franklin, County of, Illinois
365. Herrin, City of, Illinois
366. Jefferson, County of, Illinois
367. Johnson, County of, Illinois
368. Lee, County of, Illinois
369. Livingston, County of, Illinois
370. Marion, City of, Illinois
371. Marion, County of, Illinois
372. Massac, County of, Illinois
373. Metropolis, City of, Illinois
374. Rockford, City of, Illinois
335
FH11185097.1
375. Saline, County of, Illinois
376. Schuyler, County of, Illinois
377. Union, County of, Illinois
378. West Frankfort, City of, Illinois
379. Winnebago, County of, Illinois
380. Sangamon, County of, Illinois
381. Alexandria, City of, Indiana
382. Allen, County of, Indiana
383. Atlanta, Town of, Indiana
384. Beech Grove, City of, Indiana
385. Benton, County of, Indiana
386. Brownstown, Town of, Indiana
387. Chandler, Town of, Indiana
388. Danville, Town of, Indiana
389. Delaware, County of, Indiana
390. Elwood, City of, Indiana
391. Evansville, City of, Indiana
392. Fishers, City of, Indiana
393. Franklin, City of, Indiana
394. Franklin, County of, Indiana
395. Fort Wayne, City of, Indiana
396. Gary, City of, Indiana
397. Greenwood, City of, Indiana
398. Hammond, City of, Indiana
399. Harrison, County of, Indiana
400. Howard, County of, Indiana
401. Huntington, City of, Indiana
402. Indianapolis, City of, Indiana
403. Jackson, County of, Indiana
404. Jasper, City of, Indiana
405. Jeffersonville, City of, Indiana
406. Jennings, County of, Indiana
407. Lafayette, City of, Indiana
408. Lake, County of, Indiana
409. LaPorte, County of, Indiana
410. Lawrence, City of, Indiana
411. Lawrence, County of, Indiana
412. Logansport, City of, Indiana
413. Madison, County of, Indiana
414. Marshall, County of, Indiana
415. Martinsville, City of, Indiana
416. Mooresville, Town of, Indiana
336
FH11185097.1
417. Morgan, County of, Indiana
418. Muncie, City of, Indiana
419. New Albany, City of, Indiana
420. New Castle, City of, Indiana
421. Noblesville, City of, Indiana
422. Pendleton, Town of, Indiana
423. Peru, City of, Indiana
424. Plainfield, Town of, Indiana
425. Porter, County of, Indiana
426. Portland, City of, Indiana
427. Richmond, City of, Indiana
428. Ripley, County of, Indiana
429. St. Clair, County of, Indiana
430. St. Joseph, County of, Indiana
431. Sheridan, Town of, Indiana
432. South Bend, City of, Indiana
433. Starke, County of, Indiana
434. Terre Haute, City of, Indiana
435. Tippecanoe, County of, Indiana
436. Upland, Town of, Indiana
437. Vanderburgh, County of, Indiana
438. Vigo, County of, Indiana
439. West Lafayette, City of, Indiana
440. Westfield, City of, Indiana
441. Adair, County of, Iowa
442. Adams, County of, Iowa
443. Allamakee, County of, Iowa
444. Appanoose, County of, Iowa
445. Audubon, County of, Iowa
446. Benton, County of, Iowa
447. Black Hawk, County of, Iowa
448. Bremer, County of, Iowa
449. Buchanan, County of, Iowa
450. Buena Vista, County of, Iowa
451. Calhoun, County of, Iowa
452. Carroll, County of, Iowa
453. Cedar, County of, Iowa
454. Clay, County of, Iowa
455. Clayton, County of, Iowa
456. Clinton, County of, Iowa
457. Dallas, County of, Iowa
458. Delaware, County of, Iowa
337
FH11185097.1
459. Des Moines, County of, Iowa
460. Fayette, County of, Iowa
461. Hamilton, County of, Iowa
462. Hardin, County of, Iowa
463. Harrison, County of, Iowa
464. Howard, County of, Iowa
465. Humboldt, County of, Iowa
466. Jasper, County of, Iowa
467. Johnson, County of, Iowa
468. Lee, County of, Iowa
469. Lyon, County of, Iowa
470. Mahaska, County of, Iowa
471. Marion, County of, Iowa
472. Mitchell, County of, Iowa
473. Monroe, County of, Iowa
474. Montgomery, County of, Iowa
475. O’Brien, County of, Iowa
476. Plymouth, County of, Iowa
477. Polk, County of, Iowa
478. Pottawattamie, County of, Iowa
479. Sac, County of, Iowa
480. Scott, County of, Iowa
481. Shelby, County of, Iowa
482. Sioux, County of, Iowa
483. Tam, County of, Iowa
484. Taylor, County of, Iowa
485. Union, County of, Iowa
486. Winneshiek, County of, Iowa
487. Worth, County of, Iowa
488. Bourbon, County of, Kansas
489. Cherokee, County of, Kansas
490. Cowley, County of, Kansas
491. Finney, County of, Kansas
492. Ford, County of, Kansas
493. Harvey, County of, Kansas
494. Johnson, County of, Kansas
495. Leavenworth, County of, Kansas
496. Montgomery, County of, Kansas
497. Overland Park, City of, Kansas
498. Reno, County of, Kansas
499. Sedgwick, County of, Kansas
500. Seward, County of, Kansas
338
FH11185097.1
501. Wichita, City of, Kansas
502. Wyandotte, County of, Kansas
503. Bell, County of, Kentucky
504. Bellefonte, City of, Kentucky
505. Benham, City of, Kentucky
506. Boone, County of, Kentucky
507. Boyd, County of, Kentucky
508. Buckhorn, City of, Kentucky
509. Vullitt, County of, Kentucky
510. Campbell, County of, Kentucky
511. Christian, County of, Kentucky
512. Clark, County of, Kentucky
513. Covington, City of, Kentucky
514. Edmonson, County of, Kentucky
515. Estill, County of, Kentucky
516. Estill County Emergency Medical Services, Kentucky 517. Florence, City of, Kentucky
518. Franklin, County of, Kentucky
519. Grayson, City of, Kentucky
520. Greenup, City of, Kentucky
521. Harlan, City of, Kentucky
522. Henderson, City of, Kentucky
523. Henderson, County of, Kentucky
524. Hopkins, County of, Kentucky
525. Hyden, City of, Kentucky
526. Jenkins, City of, Kentucky
527. Jessamine, County of, Kentucky
528. Kenton, County of, Kentucky
529. Kentucky River District Health Department, Kentucky 530. Knott, County of, Kentucky
531. Knox, County of, Kentucky
532. Lawrence, County of, Kentucky
533. Lexington-Fayette, County of, Kentucky
534. Louisville/Jefferson, County of, Kentucky
535. London, City of, Kentucky
536. Loyall, City of, Kentucky
537. Lynch, City of, Kentucky
538. Madison, County of, Kentucky
539. Manchester, City of, Kentucky
540. Morehead, City of, Kentucky
541. Oldham, County of, Kentucky
542. Owsley, County of, Kentucky
339
FH11185097.1
543. Pike, County of, Kentucky
544. Pineville, City of, Kentucky
545. Pippa Passes, City of, Kentucky
546. Pulaski, County of, Kentucky
547. Russell, City of, Kentucky
548. Scott, County of, Kentucky
549. Shelby, County of, Kentucky
550. South Shore, City of, Kentucky
551. Vanceburg, City of, Kentucky
552. Warren, County of, Kentucky
553. Whitesburg, City of, Kentucky
554. Whitley, County of, Kentucky
555. Winchester, City of, Kentucky
556. Worthington, City of, Kentucky
557. Acadia-St. Landry Hospital Service District, Louisiana 558. Alexandria, City of, Louisiana
559. Allen, Parish of, Louisiana
560. Ascension, Parish of/Ascension (Sheriff of) Parish of, Louisiana 561. Ascension Parish School Board, Louisiana
562. Assumption, Parish of/Assumption (Sheriff of) Parish of, Louisiana 563. Avoyelles, Parish of/Avoyelles, (Sheriff of) Parish of, Louisiana 564. Baldwin, Town of, Louisiana
565. Bastrop, City of, Louisiana
566. Baton Rouge, City of, Louisiana
567. Bearegard, Parish of, Louisiana
568. Benton Fire Protection District No. 4, Louisiana
569. Berwick, Town of, Louisiana
570. Bogalusa, City of, Louisiana
571. Bossier, City of, Louisiana
572. Bossier, Parish of, Louisiana
573. Caddo, Parish of, Louisiana
574. Caddo Fire Protection District No. 1, Louisiana
575. Calcasieu, Parish of, Louisiana
576. Delhi, Town of, Louisiana
577. Desoto Fire Protection District No. 8, Louisiana
578. Donaldsonville, City of, Louisiana
579. East Baton Rouge, Parish of/East Baton Rouge (Sheriff of) Parish of, Louisiana 580. East Carroll, Parish of/East Carroll, (Sheriff of) Parish of, Louisiana 581. Eunice, City of, Louisiana
582. Evangeline, Parish of/Evangeline, (Sheriff of) Parish of, Louisiana 583. Ferriday, Town of, Louisiana
584. Franklin, City of, Louisiana
340
FH11185097.1
585. Gramercy, Town of, Louisiana
586. Grant, Parish of/Grant, (Sheriff of) Parish of, Louisiana 587. Iberia, Parish of/Iberia, (Sheriff of) Parish of, Louisiana 588. Iberia Parish School Board, Louisiana
589. Jefferson, Parish of, Louisiana
590. Jefferson Davis, Parish of/ Jefferson Davis, (Sheriff of) Parish of, Louisiana 591. Jefferson Parish Hospital Service District No. 1, Louisiana 592. Jefferson Parish Hospital Service District No. 2, Louisiana 593. Kenner, City of, Louisiana
594. Lafayette, Parish of/Lafayette, (Sheriff of) Parish of, Louisiana 595. Lafourche, Parish of, Louisiana
596. Lafourche Parish School Board, Louisiana
597. Lake Charles, City of, Louisiana
598. Lake Providence, Town of, Louisiana
599. Lutcher, Town of, Louisiana
600. Madisonville, Town of, Louisiana
601. Mandeville, City of, Louisiana
602. Monroe, City of, Louisiana
603. Morehouse, Parish of/Morehouse, (Sheriff of) Parish of, Louisiana 604. Natchitoches, City of, Louisiana
605. New Iberia, City of, Louisiana
606. New Orleans, City of, Louisiana
607. North Caddo Hospital Service District, Louisiana
608. Opelousas, City of, Louisiana
609. Orleans, Parish of, Louisiana
610. Ouchita, Parish of/Ouchita, (Sheriff of) Parish of, Louisiana 611. Patterson, City of Louisiana
612. Pearl River, Town of, Louisiana
613. Pineville, City of, Louisiana
614. Rapides, Parish of/Rapides, (Sheriff of) Parish of, Louisiana 615. Red River, Parish of, Louisiana
616. Red River Fire Protection District, Louisiana
617. Richland, Parish of/Richland, (Sheriff of) Parish of, Louisiana 618. Richwood, Town of, Louisiana
619. Sabine, Parish of/Sabine, (Sheriff of) Parish of, Louisiana 620. St. Bernard, Parish of/St. Bernard (Sheriff of) Parish of, Louisiana 621. St. Bernard Parish School Board, Louisiana
622. St. Charles, Parish of/St. Charles (Sheriff of) Parish of, Louisiana 623. St. James, Parish of, Louisiana
624. St. James Parish School Board, Louisiana
625. St. John the Baptist, Parish of, Louisiana
626. St. Martin, Parish of, Louisiana
341
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627. St. Martinville, City of, Louisana
628. St. Mary, Parish of/St. Mary (Sheriff of) Parish of, Louisiana 629. St. Mary Parish School Board, Louisiana
630. St. Landry, Parish of/St. Landry, (Sheriff of) Parish of, Louisiana 631. St. Tammany, Parish of/St. Tammany (Sheriff of) Parish of, Louisiana 632. St. Tammany Fire Protection District No. 1, Louisiana 633. St. Tammany Fire Protection District No. 2, Louisiana 634. St. Tammany Fire Protection District No. 3, Louisiana 635. St. Tammany Fire Protection District No. 4, Louisiana 636. St. Tammany Fire Protection District No. 5, Louisiana 637. St. Tammany Fire Protection District No. 12, Louisiana 638. St. Tammany Fire Protection District No. 13, Louisiana 639.
640. St. Tammany Parish Coroner’s Office
641. Slidell, City of, Louisiana
642. Vermillion, Parish of, Louisiana
643. Vernon, Parish of/Vernon, (Sheriff of) Parish of, Louisiana 644. Washington, Parish of/Washington (Sheriff of) Parish of, Louisiana 645. Webster, Parish of, Louisiana
646. West Ascension Parish Hospital Service District, Louisiana 647. West Baton Rouge, Parish of, Louisiana
648. West Baton Rouge Fire Protection District No. 1, Louisiana 649. West Carroll, Parish of/West Carroll, (Sheriff of) Parish of, Louisiana 650. West Monroe, City of, Louisiana
651. Winn, Parish of, Louisiana
652. Androscoggin, County of, Maine
653. Aroostook, County of, Maine
654. Auburn, City of, Maine
655. August, City of, Maine
656. Bangor, City of, Maine
657. Biddeford, City of, Maine
658. Calais, City of, Maine
659. Cumberland, County of, Maine
660. Kennebec, County of, Maine
661. Knox, County of, Maine
662. Lewiston, City of, Maine
663. Lincoln, County of, Maine
664. Penobscot, County of, Maine
665. Portland, City of, Maine
666. Rockland, City of, Maine
667. Saco, City of, Maine
668. Sagadahoc, County of, Maine
342
FH11185097.1
669. Sanford, City of, Maine
670. Somerset, County of, Maine
671. Waldo, County of, Maine
672. Washington, County of, Maine
673. Waterville, City of, Maine
674. York, County of, Maine
675. Anne Arundel, County of, Maryland
676. Aberdeen, City of, Maryland
677. Baltimore, City of, Maryland
678. Bel Air, City of, Maryland
679. Berlin, City of, Maryland
680. Calvert, County of, Maryland
681. Cambridge, City of, Maryland
682. Cecil, County of, Maryland
683. Charles, County of, Maryland
684. Charlestown, City of, Maryland
685. Dorchester, County of, Maryland
686. Grantsville, City of, Maryland
687. Hagerstown, City of, Maryland
688. Harford, County of, Maryland
689. Havre de Grace, City of, Maryland
690. Howard, County of, Maryland
691. Laurel, City of, Maryland
692. Mountain Lake Park, City of, Maryland
693. North East, City of, Maryland
694. Oakland, City of, Maryland
695. Perryville, City of, Maryland
696. Prince George’s, County of, Maryland
697. Seat Pleasant, City of, Maryland
698. Somerset, County of, Maryland
699. St. Mary’s, County of, Maryland
700. Vienna, City of, Maryland
701. Washington, County of, Maryland
702. Wicomico, County of, Maryland
703. Acushnet, Town of, Massachusetts
704. Agawam, Town of, Massachusetts
705. Amesbury, City of, Massachusetts
706. Andover, Town of, Massachusetts
707. Aquinnah, Town of, Massachusetts
708. Athol, Town of, Massachusetts
709. Auburn, Town of, Massachusetts
710. Ayer, Town of, Massachusetts
343
FH11185097.1
711. Barnstable, Town of, Massachusetts
712. Belchertown, Town of, Massachusetts
713. Beverly, City of, Massachusetts
714. Billerica, Town of, Massachusetts
715. Boston, City of, Massachusetts
716. Boston Public Health Commission, Massachusetts
717. Boston Housing Authority, Massachusetts
718. Braintree, Town of, Massachusetts
719. Brewster, Town of, Massachusetts
720. Bridgewater, Town of, Massachusetts
721. Brockton, City of, Massachusetts
722. Brookline, Town of, Massachusetts
723. Cambridge, City of, Massachusetts
724. Canton, Town of, Massachusetts
725. Carver, Town of, Massachusetts
726. Charlton, Town of, Massachusetts
727. Chelmsford, Town of, Massachusetts
728. Chelsea, City of, Massachusetts
729. Chicopee, City of, Massachusetts
730. Clarksburg, Town of, Massachusetts
731. Clinton, Town of, Massachusetts
732. Danvers, Town of, Massachusetts
733. Dedham, Town of, Massachusetts
734. Dennis, Town of, Massachusetts
735. Douglas, Town of, Massachusetts
736. Dudley, Town of, Massachusetts
737. East Bridgewater, Town of, Massachusetts
738. Eastham, Town of, Massachusetts
739. Easthampton, City of, Massachusetts
740. Easton, Town of, Massachusetts
741. Everett, City of, Massachusetts
742. Fairhaven, Town of, Massachusetts
743. Fall River, City of, Massachusetts
744. Falmouth, Town of, Massachusetts
745. Fitchburg, City of, Massachusetts
746. Framingham, City of, Massachusetts
747. Freetown, Town of, Massachusetts
748. Georgetown, Town of, Massachusetts
749. Gloucester, City of, Massachusetts
750. Grafton, Town of, Massachusetts
751. Greenfield, City of, Massachusetts
752. Hanson, Town of, Massachusetts
344
FH11185097.1
753. Haverhill, City of, Massachusetts
754. Holliston, Town of, Massachusetts
755. Holyoke, City of, Massachusetts
756. Hopedale, Town of, Massachusetts
757. Hull, Town of, Massachusetts
758. Kingston, Town of, Massachusetts
759. Lakeville, Town of, MassachusettsLeicester, Town of, Massachusetts 760. Leominster, City of, Massachusetts
761. Leverett, Town of, Massachusetts
762. Longmeadow, Town of, Massachusetts
763. Lowell, City of, Massachusetts
764. Ludlow, Town of, Massachusetts
765. Lunenberg, Town of, Massachusetts
766. Lynnfield, City of, Massachusetts
767. Lynn, City of, Massachusetts
768. Malden, City of, Massachusetts
769. Marblehead, Town of, Massachusetts
770. Marshfield, Town of, Massachusetts
771. Mashpee, Town of, Massachusetts
772. Mattapoisett, Town of, Massachusetts
773. Medford, City of, Massachusetts
774. Melrose, City of, Massachusetts
775. Methuen, City of, Massachusetts
776. Middleborough, Town of, Massachusetts
777. Milford, Town of, Massachusetts
778. Millbury, Town of, Massachusetts
779. Millis, Town of, Massachusetts
780. Natick, Town of, Massachusetts
781. New Bedford, City of, Massachusetts
782. Newburyport, City of, Massachusetts
783. North Andover, Town of, Massachusetts
784. North Attleborough, Town of, Massachusetts
785. North Reading, Town of, Massachusetts
786. Northampton, City of, Massachusetts
787. Northbridge, Town of, Massachusetts
788. Norton, Town of, Massachusetts
789. Norwell, Town of, Massachusetts
790. Norwood, Town of, Massachusetts
791. Orange, Town of, Massachusetts
792. Oxford, Town of, Massachusetts
793. Palmer, Town of, Massachusetts
794. Peabody, City of, Massachusetts
345
FH11185097.1
795. Pembroke, Town of, Massachusetts
796. Plainville, Town of, Massachusetts
797. Plymouth, Town of, Massachusetts
798. Provincetown, Town of, Massachusetts
799. Quincy, City of, Massachusetts
800. Randolph, Town of, Massachusetts
801. Rehoboth, Town of, Massachusetts
802. Revere, City of, Massachusetts
803. Rockland, Town of, Massachusetts
804. Salem, City of, Massachusetts
805. Salisbury, Town of, Massachusetts
806. Sandwich, Town of, Massachusetts
807. Scituate, Town of, Massachusetts
808. Seekonk, Town of, Massachusetts
809. Sheffield, Town of, Massachusetts
810. Shirley, Town of, Massachusetts
811. Somerset, Town of, Massachusetts
812. Somerville, City of, Massachusetts
813. South Hadley, Town of, Massachusetts
814. Southbridge, Town of, Massachusetts
815. Spencer, Town of, Massachusetts
816. Springfield, City of, Massachusetts
817. Stoneham, Town of, Massachusetts
818. Stoughton, Town of, Massachusetts
819. Sturbridge, Town of, Massachusetts
820. Sudbury, Town of, Massachusetts
821. Sutton, Town of, Massachusetts
822. Swampscott, Town of, Massachusetts
823. Templeton, Town of, Massachusetts
824. Tewksbury, Town of, Massachusetts
825. Truro, Town of, Massachusetts
826. Tyngsborough, Town of, Massachusetts
827. Upton, Town of, Massachusetts
828. Wakefield, Town of, Massachusetts
829. Walpole, Town of, Massachusetts
830. Ware, Town of, Massachusetts
831. Warren, Town of, Massachusetts
832. Watertown, Town of, Massachusetts
833. Wellfleet, Town of, Massachusetts
834. West Boylston, Town of, Massachusetts
835. West Bridgewater, Town of, Massachusetts
836. West Springfield, Town of, Massachusetts
346
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837. Westborough, Town of, Massachusetts
838. Westford, Town of, Massachusetts
839. Weymouth, Town of, Massachusetts
840. Williamsburg, Town of, Massachusetts
841. Wilmington, Town of, Massachusetts
842. Winchendon, Town of, Massachusetts
843. Winthrop, Town of, Massachusetts
844. Woburn, City of, Massachusetts
845. Worcester, City of, Massachusetts
846. Alcona, County of, Michigan
847. Alger, County of, Michigan
848. Alpena, County of, Michigan
849. Antrim, County of, Michigan
850. Arenac, County of, Michigan
851. Baraga, County of, Michigan
852. Bay, County of, Michigan
853. Benzie, County of, Michigan
854. Berrien, County of, Michigan
855. Branch, County of, Michigan
856. Calhoun, County of, Michigan
857. Canton, Charter Township of, Michigan
858. Cass, County of, Michigan
859. Charlevoix, County of, Michigan
860. Chippewa, County of, Michigan
861. Clinton, Charter Township of, Michigan
862. County of, Michigan
863. Crawford, County of, Michigan
864. Delta, County of, Michigan
865. Detroit, City of, Michigan
866. Dickinson, County of, Michigan
867. East Lansing, City of, Michigan
868. Eaton, County of, Michigan
869. Escanaba, City of, Michigan
870. Genesee, County of, Michigan
871. Grand Rapids, City of, Michigan
872. Grand Traverse, County of, Michigan
873. Gratiot, County of, Michigan
874. Hillsdale, County of, Michigan
875. Houghton, County of, Michigan
876. Huron, Charter Township of, Michigan
877. Ingham, County of, Michigan
878. Ionia, County of, Michigan
347
FH11185097.1
879. Iosco, County of, Michigan
880. Iron, County of, Michigan
881. Iron Mountain, City of, Michigan
882. Isabella County of, Michigan
883. Jackson, City of, Michigan
884. Kalamazoo, County of, Michigan
885. Kent, County of, Michigan
886. Lake, County of, Michigan
887. Lansing, City of, Michigan
888. Leelanau, County of, Michigan
889. Lenawee, County of, Michigan
890. Livingston, County of, Michigan
891. Livonia, City of, Michigan
892. Luce, County of, Michigan
893. Macomb, County of, Michigan
894. Manistee, County of, Michigan
895. Marquette, County of, Michigan
896. Mason, County of, Michigan
897. Monroe, County of, Michigan
898. Montcalm, County of, Michigan
899. Montmorency, County of, Michigan
900. Muskegon, County of, Michigan
901. Newaygo, County of, Michigan
902. Northville, Charter Township of, Michigan
903. Oakland, County of, Michigan
904. Oceana, County of, Michigan
905. Ogemaw, County of, Michigan
906. Ontonogon, County of, Michigan
907. Osceola, County of, Michigan
908. Otsego, County of, Michigan
909. Pittsfield, Charter Township of, Michigan
910. Pontiac, City of, Michigan
911. Presque Isle, County of, Michigan
912. Romulus, City of, Michigan
913. Roscommon, County of, Michigan
914. Saginaw, County of, Michigan
915. St. Clair, County of, Michigan
916. Sanilac, County of, Michigan
917. Sault Ste. Marie, City of, Michigan
918. Shiawasee, County of, Michigan
919. Traverse City, City of, Michigan
920. Tuscola, County of, Michigan
348
FH11185097.1
921. Van Buren, Charter Township of, Michigan
922. Washtenaw, County of, Michigan
923. Wayne, City of, Michigan
924. Wayne, County of, Michigan
925. Westland, County of, Michigan
926. Wexford, County of, Michigan
927. Anoka, County of, Minnesota
928. Dakota, County of, Minnesota
929. Douglas, County of, Minnesota
930. Hennepin, County of, Minnesota
931. McLeod, County of, Minnesota
932. Minneapolis, City of, Minnesota
933. Morrison, County of, Minnesota
934. Mower, County of, Minnesota
935. Ramsey, County of, Minnesota
936. St. Paul, City of, Minnesota
937. Sibley, County of, Minnesota
938. Washington, County of, Minnesota
939. Winona, County of, Minnesota
940. Adams, County of, Mississippi
941. Amite, County of, Mississippi
942. Amory, City of, Mississippi
943. Arcola, Town of, Mississippi
944. Bolivar, County of, Mississippi
945. Brookhaven, City of, Mississippi
946. Clarksdale, City of, Mississippi
947. Columbia, City of, Mississippi
948. Covington, County of, Mississippi
949. Desoto, County of, Mississippi
950. Forrest, County of, Mississippi
951. Greenwood, City of, Mississippi
952. Grenada, City of, Mississippi
953. Grenada, County of, Mississippi
954. Gulfport, City of, Mississippi
955. Harrison, County of, Mississippi
956. Hattiesburg, City of, Mississippi
957. Hinds, County of, Mississippi
958. Holly Springs, City of, Mississippi
959. Indianola, City of, Mississippi
960. Issaquena, County of, Mississippi
961. Jackson, City of, Mississippi
962. Jonestown, City of, Mississippi
349
FH11185097.1
963. Lafayette, County of, Mississippi
964. Laurel, City of, Mississippi
965. Leflore, County of, Mississippi
966. Lincoln, County of, Mississippi
967. Long Beach, City of, Mississippi
968. Luka, City of, Mississippi
969. Lumberton, City of, Mississippi
970. Madison, County of, Mississippi
971. Marion, County of, Mississippi
972. Meridian, City of, Mississippi
973. Monroe, County of, Mississippi
974. Mound Bayou, City of, Mississippi
975. Neshoba, County of, Mississippi
976. New Albany, City of, Mississippi
977. Pascagoula, City of, Mississippi
978. Pearl River, County of, Mississippi
979. Philadelphia, City of, Mississippi
980. Scott, County of, Mississippi
981. Shelby, County of, Mississippi
982. Stone, County of, Mississippi
983. Summit, Town of, Mississippi
984. Union, County of, Mississippi
985. Washington, County of, Mississippi
986. Audrain, County of, Missouri
987. Boone, County of, Missouri
988. Buchanan, County of, Missouri
989. Butler, County of, Missouri
990. Callaway, County of, Missouri
991. Camden, County of, Missouri
992. Cape Girardeau, County of, Missouri
993. Cass, County of, Missouri
994. Charlton, County of, Missouri
995. Christian, County of, Missouri
996. Cole, County of, Missouri
997. Douglas, County of, Missouri
998. Franklin, County of, Missouri
999. Gasconade, County of, Missouri
1000. Greene, County of, Missouri
1001. Harrisonville, City of, Missouri
1002. Howell, County of, Missouri
1003. Independence, City of, Missouri
1004. Iron, County of, Missouri
350
FH11185097.1
1005. Jackson, County of, Missouri
1006. Jasper, County of, Missouri
1007. Jefferson, County of, Missouri
1008. Johnson, County of, Missouri
1009. Joplin, City of, Missouri
1010. Kansas City, City of, Missouri
1011. Knox, County of, Missouri
1012. Lewis, County of, Missouri
1013. Lincoln, County of, Missouri
1014. Livingston, County of, Missouri
1015. Madison, County of, Missouri
1016. Maries, County of, Missouri
1017. Miller, County of, Missouri
1018. Moniteau, County of, Missouri
1019. Montgomery, County of, Missouri
1020. Nodaway, County of, Missouri
1021. Osage, County of, Missouri
1022. Ozark, County of, Missouri
1023. Pemiscot, County of, Missouri
1024. Perry, County of, Missouri
1025. Pettis, County of, Missouri
1026. Phelps, County of, Missouri
1027. Pulaski, County of, Missouri
1028. Randolph, County of, Missouri
1029. Reynolds, County of, Missouri
1030. Ripley, County of, Missouri
1031. St. Charles, County of, Missouri
1032. St. Francois, County of, Missouri
1033. Ste. Genevieve, County of, Missouri
1034. St. Joseph, City of, Missouri
1035. St. Louis, County of, Missouri
1036. Schuyler, County of, Missouri
1037. Scott, County of, Missouri
1038. Sedalia, City of, Missouri
1039. Shannon, County of, Missouri
1040. Shelby, County of, Missouri
1041. Stone, County of, Missouri
1042. Taney, County of, Missouri
1043. Texas, County of, Missouri
1044. Warren, County of, Missouri
1045. Washington, County of, Missouri
1046. Webster, County of, Missouri
351
FH11185097.1
1047. Wright, County of, Missouri
1048. Anaconda-Deer Lodge, County of, Montana
1049. Cascade, County of, Montana
1050. Gallatin, County of, Montana
1051. Great Falls, City of, Montana
1052. Lake, County of, Montana
1053. Missoula, City of, Montana
1054. Missoula, County of, Montana
1055. Douglas, County of, Nebraska
1056. Knox, County of, Nebraska
1057. Lincoln, County of, Nebraska
1058. Sarpy, County of, Nebraska
1059. South Sioux City, City of, Nebraska
1060. Carson City, City of, Nevada
1061. Churchill, County of, Nevada
1062. Clark, County of, Nevada
1063. Douglas, County of, Nevada
1064. Esmeralda, County of, Nevada
1065.
1066. Henderson, City of, Nevada
1067. Las Vegas, City of, Nevada
1068. North Las Vegas, City of, Nevada
1069. Nye, County of, Nevada
1070. Sparks, City of, Nevada
1071. Washoe, County of, Nevada
1072. West Wendover, City of, Nevada
1073. Belknap, County of, New Hampshire
1074. Belmont, City of, New Hampshire
1075. Berlin, City of, New Hampshire
1076. Carroll, County of, New Hampshire
1077. Cheshire, County of, New Hampshire
1078. Claremont, City of, New Hampshire
1079. Concord, City of, New Hampshire
1080. Coos, County of, New Hampshire
1081. Derry, Town of, New Hampshire
1082. Franklin, City of, New Hampshire
1083. Grafton, County of, New Hampshire
1084. Hillsborough, County of, New Hampshire
1085. Laconia, City of, New Hampshire
1086. Londonderry, Town of, New Hampshire
1087. Manchester, City of, New Hampshire
1088. Merrimack, County of, New Hampshire
352
FH11185097.1
1089. Nashua, City of, New Hampshire
1090. Rochester, City of, New Hampshire
1091. Rockingham, County of, New Hampshire
1092. Strafford, County of, New Hampshire
1093. Sullivan, County of, New Hampshire
1094. Atlantic, County of, New Jersey
1095. Barnegat, Township of, New Jersey
1096. Bayonne, City of, New Jersey
1097. Bergen, County of, New Jersey
1098. Brick, Township of, New Jersey
1099. Burlington, County of, New Jersey
1100. Camden, County of, New Jersey
1101. Clifton, City of, New Jersey
1102. Clinton, Town of, New Jersey
1103. Elizabeth, City of, New Jersey
1104. Essex, County of, New Jersey
1105. Hudson, County of, New Jersey
1106. Hunterdon, County of, New Jersey
1107. Jersey City, City of, New Jersey
1108. Newark, City of, New Jersey
1109. Ocean, County of, New Jersey
1110. Paramus, Borough of, New Jersey
1111. Passaic, County of, New Jersey
1112. Paterson, City of, New Jersey
1113. Ridgefield, Borough of, New Jersey
1114. Saddle Brook, Township of, New Jersey
1115. Sussex, County of, New Jersey
1116. Trenton, City of, New Jersey
1117.
1118. Hunterdon, County of, New Jersey
1119. Vineland, City of, New Jersey
1120. Alamogordo, City of, New Mexico
1121. Albuquerque, City of, New Mexico
1122. Bernalillo, County of, New Mexico
1123. Catron, County of, New Mexico
1124. Cibola, County of, New Mexico
1125. Colfax, County of, New Mexico
1126. Curry, County of, New Mexico
1127. Dona Ana, County of, New Mexico
1128. Eddy, County of, New Mexico
1129. Espanola, City of, New Mexico
1130. Grant, County of, New Mexico
353
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1131. Hidalgo, County of, New Mexico
1132. Hobbs, City of, New Mexico
1133. Las Cruces, City of, New Mexico
1134. Lea, County of, New Mexico
1135. Lincoln, County of, New Mexico
1136. Luna, County of, New Mexico
1137. McKinley, County of, New Mexico
1138. Mora, County of, New Mexico
1139. Otero, County of, New Mexico
1140. Rio Arriba, County of, New Mexico
1141. Roosevelt, County of, New Mexico
1142. San Juan, County of, New Mexico
1143. San Miguel, County of, New Mexico
1144. Sandoval, County of, New Mexico
1145. Santa Fe, City of, New Mexico
1146. Santa Fe, County of, New Mexico
1147. Sierra, County of, New Mexico
1148. Socorro, County of, New Mexico
1149. Taos, County of, New Mexico
1150. Torrance, County of, New Mexico
1151. Union, County of, New Mexico
1152. Valencia, County of, New Mexico
1153. Albany, City of, New York
1154. Albany, County of, New York
1155. Alleghany, County of, New York
1156. Amityville, Village of, New York
1157. Amsterdam, City of, New York
1158. Auburn, City of, New York
1159. Babylon, Town of, New York
1160. Babylon, Incorporated Village of, New York
1161. Bellmore fire District, New York
1162. Bellport, Village of, New York
1163. Branch, Village of, New York
1164. Brookhaven, Town of, New York
1165. Broome, County of, New York
1166. Buffalo, City of, New York
1167. Centereach Fire District, New York
1168. Centerport Fire District, New York
1169. Clarkstown, Town of, New York
1170. Clinton, County of, New York
1171. Columbia, County of, New York
1172. Dutchess, County of, New York
354
FH11185097.1
1173. East Hampton, Village of, New York
1174. East Rockaway, Incorporated Village of, New York
1175. Erie, County of, New York
1176. Farmingdale, Incorporated Village of, New York
1177. Floral Park, Incorporated Village of, New York
1178. Franklin, County of, New York
1179. Friendship Engine & Hose Company, New York
1180. Fulton, County of, New York
1181. Garden City, Incorporated Village of, New York
1182. Genesee, County of, New York
1183. Geneva, City of, New York
1184. Great Neck, Village of, New York
1185. Greene, County of, New York
1186. Greenport, Village of, New York
1187. Hamilton, County of, New York
1188. Hauppauge Fire District, New York
1189. Hempstead, Incorporated Village of, New York
1190. Herkimer, County of, New York
1191. Herkimer, Village of, New York
1192. Huntington, Town of, New York
1193. Ithaca, City of, New York
1194. Islandia, Incorporated Village of, New York
1195. Islip, Town of, New York
1196. Islip Terrace Fire District, New York
1197. Jefferson, County of, New York
1198. Kingston, City of, New York
1199. Lackawanna, City of, New York
1200. Lake Grove, Incorporated Village of, New York
1201. Lawrence, Incorporated Village of, New York
1202. Levittown Fire District, New York
1203. Lewis, County of, New York
1204. Lindenhurst, Incorporated Village of, New York
1205. Lloyd Harbor, Incorporated Village of, New York
1206. Long Beach, City of, New York
1207. Lynbrook, Incorporated Village of, New York
1208. Massapequa Park, Incorporated Village of, New York 1209. Medford Volunteer Ambulance, New York
1210. Melville Fire District, New York
1211. Mill Neck, Incorporated Village of, New York
1212. Miller Place Fire District, New York
1213. Monroe, County of, New York
1214. Montgomery, County of, New York
355
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1215. Mount Sinai Fire District, New York
1216. Nesconset Fire District, New York
1217. New Hyde Park, Incorporated Village of, New York
1218. New York, City of, New York
1219. Niagara, County of, New York
1220. Nissequogue, Incorporated Village of, New York
1221. North Hempstead, Town of, New York
1222. North Merrick Fire District, new York
1223. North Patchogue Fire District, New York
1224. Northport, Incorporated Village of, New York
1225. Ogdensburg, City of, New York
1226. Old Westbury, Incorporated Village of, New York
1227. Oneida, County of, New York
1228. Onondaga, County of, New York
1229. Ontario, County of, New York
1230. Orange, County of, New York
1231. Orangetown, Town of, New York
1232. Oswego, County of, New York
1233. Oyster Bay, Town of, New York
1234. Patchogue, Incorporated Village of, New York
1235. Plattsburgh, City of, New York
1236. Poquott, Incorporated Village of, New York
1237. Port Washington, Incorporated Village of, New York 1238. Port Washington Water District, New York
1239. Poughkeepsie, City of, New York
1240. Poughkeepsie, Town of, New York
1241. Ramapo, Town of, New York
1242. Rensselaer, County of, New York
1243. Ridge Fire District, New York
1244. Riverhead, Town of, New York
1245. Rochester, City of, New York
1246. Rockland, County of, New York
1247. Rosalyn Water District, New York
1248. Rome, City of, New York
1249. St. James Fire District, New York
1250. St. Lawrence, County of, New York
1251. Saratoga, County of, New York
1252. Saratoga Springs, City of, New York
1253. Schenectady, City of, New York
1254. Schenectady, County of, New York
1255. Schoharie, County of, New York
1256. Schuyler, County of, New York
356
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1257. Seneca, County of, New York
1258. Smithtown, Town of, New York
1259. Smithtown Fire District, New York
1260. South Farmingdale Fire District, New York
1261. Southampton, Town of, New York
1262. Southold, Town of, New York
1263. Steuben, County of, New York
1264. Stewart Manor, Village of, New York
1265. Stony Brook Fire District, New York
1266. Stony Point, Town of, New York
1267. Suffern, Village of, New York
1268. Sullivan, County of, New York
1269. Syracuse, City of, New York
1270. Tompkins, County of, New York
1271. Troy, City of, New York
1272. Uniondale Fire District, New York
1273. Utica, City of, New York
1274. Valley Stream, Incorporated Village of, New York
1275. Washington, County of, New York
1276. West Hampton Dunes, Incorporated Village of, New York 1277. West Haverstraw, Village of, New York
1278. Westbury, Incorporated Village of, New York
1279. Westchester, County of, New York
1280. Wyoming, County of, New York
1281. Yonkers, City of, New York
1282. Alamance, County of, North Carolina
1283. Alleghany, County of, North Carolina
1284. Beaufort, County of, North Carolina
1285. Brunswick, County of, North Carolina
1286. Buncombe, County of, North Carolina
1287. Burke, County of, North Carolina
1288. Caldwell, County of, North Carolina
1289. Cabarrus, County of, North Carolina
1290. Camden, County of, North Carolina
1291. Carteret, County of, North Carolina
1292. Catawba, County of, North Carolina
1293. Cherokee, County of, North Carolina
1294. Cleveland, County of, North Carolina
1295. Columbus, County of, North Carolina
1296. Craven, County of, North Carolina
1297. Cumberland, County of, North Carolina
1298. Dare, County of, North Carolina
357
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1299. Davidson, County of, North Carolina
1300. Davie, County of, North Carolina
1301. Duplin, County of, North Carolina
1302. Durham, County of, North Carolina
1303. Fayetteville, City of, North Carolina
1304. Forsyth, County of, North Carolina
1305. Franklin, County of, North Carolina
1306. Gaston, County of, North Carolina
1307. Granville, County of, North Carolina
1308. Greene, County of, North Carolina
1309. Greensboro, City of, North Carolina
1310. Guilford, County of, North Carolina
1311. Halifax, County of, North Carolina
1312. Haywood, County of, North Carolina
1313. Henderson, City of, North Carolina
1314. Hickory, City of, North Carolina
1315. Iredell, County of, North Carolina
1316. Jacksonville, City of, North Carolina
1317. Lee, County of, North Carolina
1318. Lenoir, County of, North Carolina
1319. Lincoln, County of, North Carolina
1320. Mecklenburg, County of, North Carolina
1321. Moore, County of, North Carolina
1322. New Hanover, County of, North Carolina
1323. Onslow, County of, North Carolina
1324. Orange, County of, North Carolina
1325. Pasquotank, County of, North Carolina
1326. Pitt, County of, North Carolina
1327. Randolph, County of, North Carolina
1328. Richmond, County of, North Carolina
1329. Robeson, County of, North Carolina
1330. Rockingham, County of, North Carolina
1331. Rowan, County of, North Carolina
1332. Sampson, County of, North Carolina
1333. Scotland, County of, North Carolina
1334. Surry, County of, North Carolina
1335. Vance, County of, North Carolina
1336. Warren, County of, North Carolina
1337. Washington, County of, North Carolina
1338. Watauga, County of, North Carolina
1339. Wayne, County of, North Carolina
1340. Wilkes, County of, North Carolina
358
FH11185097.1
1341. Wilmington, City of, North Carolina
1342. Winston-Salem, City of, North Carolina
1343. Barnes, County of, North Dakota
1344. Benson, County of, North Dakota
1345. Bismarck, City of, North Dakota
1346. Burleigh, County of, North Dakota
1347. Devils Lake, City of, North Dakota
1348. Dickey, County of, North Dakota
1349. Dunn, County of, North Dakota
1350. Eddy, County of, North Dakota
1351. Foster, County of, North Dakota
1352. Grand Forks, County of, North Dakota
1353. LaMoure, County of, North Dakota
1354. Lisbon, City of, North Dakota
1355. McKenzie, County of, North Dakota
1356. McLean, County of, North Dakota
1357. Mercer, County of, North Dakota
1358. Mountrial, County of, North Dakota
1359. Pembina, County of, North Dakota
1360. Pierce, County of, North Dakota
1361. Ramsey, County of, North Dakota
1362. Ransom, County of, North Dakota
1363. Richland, County of, North Dakota
1364. Rolette, County of, North Dakota
1365. Sargent, County of, North Dakota
1366. Stark, County of, North Dakota
1367. Towner, County of, North Dakota
1368. Walsh, County of, North Dakota
1369. Ward, County of, North Dakota
1370. Wells, County of, North Dakota
1371. Williams, County of, North Dakota
1372. Ashtabula, County of, Ohio
1373. Aurora, City of, Ohio
1374. Barberton, City of, Ohio
1375. Boston Heights, Village of, Ohio
1376. Broadview Heights, City of, Ohio
1377. Brooklyn Heights, Village of, Ohio
1378. Cincinnati, City of, Ohio
1379. Clermont, County of, Ohio
1380. Cleveland, City of, Ohio
1381. Clinton, Village of, Ohio
1382. Columbiana, County of, Ohio
359
FH11185097.1
1383. Copley, Township of, Ohio
1384. Coshocton, County of, Ohio
1385. Coventry, Township of, Ohio
1386. Cuyahoga, County of, Ohio
1387. Cuyahoga Falls, City of, Ohio
1388. Darke, County of, Ohio
1389. Dayton, City of, Ohio
1390. Delaware, County of, Ohio
1391. East Cleveland, City of, Ohio
1392. Elyria, City of, Ohio
1393. Euclid, City of, Ohio
1394. Fairfield, City of, Ohio
1395. Fairfield, County of, Ohio
1396. Fairlawn, City of, Ohio
1397. Fayette, County of, Ohio
1398. Findlay, City of, Ohio
1399. Franklin, County of, Ohio
1400. Fulton, County of, Ohio
1401. Garfield Heights, City of, Ohio
1402. Geauga, County of, Ohio
1403. Green, City of, Ohio
1404. Hamilton, City of, Ohio
1405. Hancock, County of, Ohio
1406. Huron, City of, Ohio
1407. Huron, County of, Ohio
1408. Jackson, County of, Ohio
1409. Kent, City of, Ohio
1410. Lake, County of, Ohio
1411. Lakeore, Village of, Ohio
1412. Lebanon, City of, Ohio
1413. Lexington, Village of, Ohio
1414. Licking, County of, Ohio
1415. Lima, City of, Ohio
1416. Logan, County of, Ohio
1417. Lorain, City of, Ohio
1418. Lorain, County of, Ohio
1419. Lucas, County of, Ohio
1420. Lucas County Children’s Services, Ohio
1421. Lyndhurst, City of, Ohio
1422. Macedonia, City of, Ohio
1423. Marion, County of, Ohio
1424. Mayfield Heights, City of, Ohio
360
FH11185097.1
1425. Meigs, County of, Ohio
1426. Mental Health and Recovery Services Board of Lucas County, Ohio 1427. Middletown, City of, Ohio
1428. Mogadore, Village of, Ohio
1429. Montgomery, County of, Ohio
1430. Munroe Falls, City of, Ohio
1431. Muskingum, County of, Ohio
1432. New Franklin, City of, Ohio
1433. Newburgh Heights, Village of, Ohio
1434. Noble, County of, Ohio
1435. North Olmsted, City of, Ohio
1436. North Ridgeville, City of, Ohio
1437. North Royalton, City of, Ohio
1438. Norton, City of, Ohio
1439. Olmsted Falls, City of, Ohio
1440. Painesville, Township of, Ohio
1441. Parma, City of, Ohio
1442. Parma Heights, City of, Ohio
1443. Peninsula, Village of, Ohio
1444. Portage, County of, Ohio
1445. Ravenna, City of, Ohio
1446. Richfield, Village of, Ohio
1447. Richland County Children’s Services, Ohio
1448. Ross, County of, Ohio
1449. Sandusky, County of, Ohio
1450. Seven Hills, City of, Ohio
1451. Silver Lake, Village of, Ohio
1452. Springfield, Township of, Ohio
1453. Stark, County of, Ohio
1454. Stow, City of, Ohio
1455. Strongsville, City of, Ohio
1456. Summit, County of, Ohio
1457. Summit County Combined General Health District, Ohio 1458. Tallmadge, City of, Ohio
1459. Toledo, City of, Ohio
1460. Trumbull, County of, Ohio
1461. Valley Fire District, Ohio
1462. Warren, City of, Ohio
1463. Warrensville Heights, City of, Ohio
1464. Washington, County of, Ohio
1465. Wickliffe, City of, Ohio
1466. Williams, County of, Ohio
361
FH11185097.1
1467. Altus, City of, Oklahoma
1468. Atoka, County of, Oklahoma
1469. Beckham, County of, Oklahoma
1470. Bethany, City of, Oklahoma
1471. Broken Arrow, City of, Oklahoma
1472. Caddo, County of, Oklahoma
1473. Choctaw, County of, Oklahoma
1474. Cimarron, County of, Oklahoma
1475. Cleveland, County of, Oklahoma
1476. Coal, County of, Oklahoma
1477. Collinsville, City of, Oklahoma
1478. Comanche, County of, Oklahoma
1479. Craig, County of, Oklahoma
1480. Creek, County of, Oklahoma
1481. Custer, County of, Oklahoma
1482. Delaware, County of, Oklahoma
1483. Dewey, County of, Oklahoma
1484. Edmond, City of, Oklahoma
1485. El Reno, City of, Oklahoma
1486. Elk City, City of, Oklahoma
1487. Enid, City of, Oklahoma
1488. Garvin, County of, Oklahoma
1489. Grady, County of, Oklahoma
1490. Greer, County of, Oklahoma
1491. Guthrie, City of, Oklahoma
1492. Harper, County of, Oklahoma
1493. Haskell, County of, Oklahoma
1494. Hughes, County of, Oklahoma
1495. Jackson, County of, Oklahoma
1496. Jefferson, County of, Oklahoma
1497. Jenks, City of, Oklahoma
1498. Johnston, County of, Oklahoma
1499. Kay, County of, Oklahoma
1500. Kiowa, County of, Oklahoma
1501. Latimer, County of, Oklahoma
1502. Lawton, City of, Oklahoma
1503. LeFlore, County of, Oklahoma
1504. Lincoln, County of, Oklahoma
1505. Logan, County of, Oklahoma
1506. Love, County of, Oklahoma
1507. Major, County of, Oklahoma
1508. Mayes, County of, Oklahoma
362
FH11185097.1
1509. McClain, County of, Oklahoma
1510. McCurtain, County of, Oklahoma
1511. Midwest City, City of, Oklahoma
1512. Muskogee, City of, Oklahoma
1513. Muskogee, County of, Oklahoma
1514. Noble, County of, Oklahoma
1515. Nowata, County of, Oklahoma
1516. Okfuskee, County of, Oklahoma
1517. Oklahoma, County of, Oklahoma
1518. Oklahoma City, City of, Oklahoma
1519. Okmulgee, County of, Oklahoma
1520. Osage, County of, Oklahoma
1521. Ottawa, County of, Oklahoma
1522. Owasso, City of, Oklahoma
1523. Pawnee, County of, Oklahoma
1524. Payne, County of, Oklahoma
1525. Pittsburg, County of, Oklahoma
1526. Ponca City, City of, Oklahoma
1527. Pottawatomie, County of, Oklahoma
1528. Rogers, County of, Oklahoma
1529. Shawnee, City of, Oklahoma
1530. Stephens, County of, Oklahoma
1531. Stillwater, City of, Oklahoma
1532. Texas, County of, Oklahoma
1533. Tulsa, City of, Oklahoma
1534. Washington, County of, Oklahoma
1535. Woods, County of, Oklahoma
1536. Woodward, County of, Oklahoma
1537. Yukon, City of, Oklahoma
1538. Clackamas, County of, Oregon
1539. Coos, County of, Oregon
1540. Multnomah, County of, Oregon
1541. Portland, City of, Oregon
1542. Adams, County of, Pennsylvania
1543. Allegheny, County of, Pennsylvania
1544. Beaver, County of, Pennsylvania
1545. Bensalem, Township of, Pennsylvania
1546. Bristol, Township of, Pennsylvania
1547. Bucks, County of, Pennsylvania
1548. Cambria, County of, Pennsylvania
1549. Carbon, County of, Pennsylvania
1550. Chester, County of, Pennsylvania
363
FH11185097.1
1551. Clinton, County of, Pennsylvania
1552. Coatesville, City of, Pennsylvania
1553. Dauphin, County of, Pennsylvania
1554. Delaware, County of, Pennsylvania
1555. Edwardsville, Borough of, Pennsylvania
1556. Exeter, Borough of, Pennsylvania
1557. Fairview, Township of, Pennsylvania,
1558. Fayette, County of, Pennsylvania
1559. Forty Fort, Borough of, Pennsylvania
1560. Greene, County of, Pennsylvania
1561. Hanover, Township of, Pennsylvania
1562. Hazleton, City of, Pennsylvania
1563. Huntington, County of, Pennsylvania
1564. Kingston, Borough of, Pennsylvania
1565. Lackawanna, County of, Pennsylvania
1566. Lawrence, County of, Pennsylvania
1567. Lock Haven, City of, Pennsylvania
1568. Lower Makefield, Township of, Pennsylvania
1569. Lower Southampton, Township of, Pennsylvania
1570. Luzerne, County of, Pennsylvania
1571. Mercer, County of, Pennsylvania
1572. Middletown, Township of, Pennsylvania
1573. Morrisville, Borough of, Pennsylvania
1574. Nanticoke, City of, Pennsylvania
1575. Newtown, Township of, Pennsylvania
1576. Norristown, Municipality of, Pennsylvania
1577. Philadelphia, City of, Pennsylvania
1578. Plains, Township of, Pennsylvania
1579. Pike, County of, Pennsylvania
1580. Pittsburgh, City of, Pennsylvania
1581. Sugar Notch, Borough of, Pennsylvania
1582. Tioga, County of, Pennsylvania
1583. Warminster, Township of, Pennsylvania
1584. Warrington, Township of, Pennsylvania
1585. West Norristown, Township of, Pennsylvania
1586. West Pittston, Borough of, Pennsylvania
1587. Wilkes-Barre, City of, Pennsylvania
1588. Wilkes-Barre, Township of, Pennsylvania
1589. Wright, Township of, Pennsylvania
1590. Wyoming, Borough of, Pennsylvania
1591. Aguada, Municipality of, Puerto Rico
1592. Aguadilla, Municipality of, Puerto Rico
364
FH11185097.1
1593. Aibonito, Municipality of, Puerto Rico
1594. Anasco, Municipality of, Puerto Rico
1595. Arecibo, Municipality of, Puerto Rico
1596. Barranquitas, Municipality of, Puerto Rico
1597. Cabo Rojo, Municipality of, Puerto Rico
1598. Camuy, Municipality of, Puerto Rico
1599. Canovanas, Municipality of, Puerto Rico
1600. Comerio, Municipality of, Puerto Rico
1601. Dorado, Municipality of, Puerto Rico
1602. Fajardo, Municipality of, Puerto Rico
1603. Gaunica, Municipality of, Puerto Rico
1604. Guayanilla, Municipality of, Puerto Rico
1605. Huatillo, Municipality of, Puerto Rico
1606. Huatillo, Municipality of, Puerto Rico
1607. Harmigueros, Municipality of, Puerto Rico
1608. Isabela, Municipality of, Puerto Rico
1609. Jayuya, Municipality of, Puerto Rico
1610. Juana Diaz, Municipality of, Puerto Rico
1611. Juncos, Municipality of, Puerto Rico
1612. Loiza, Municipality of, Puerto Rico
1613. Rio Grande, Municipality of, Puerto Rico
1614. Sabana Grande, Municipality of, Puerto Rico
1615. San Juan, Municipality of, Puerto Rico
1616. Vega Alta, Municipality of, Puerto Rico
1617. Yabucoa, Municipality of, Puerto Rico
1618. Barrington, Town of, Rhode Island
1619. Bristol, Town of, Rhode Island
1620. Burrillville, Town of, Rhode Island
1621. Central Falls, City of, Rhode Island
1622. Charlestown, Town of, Rhode Island
1623. Coventry, Town of, Rhode Island
1624. Cranston, City of, Rhode Island
1625. Cumberland, Town of, Rhode Island
1626. East Greenwich, Town of, Rhode Island
1627. East Providence, City of, Rhode Island
1628. Foster, Town of, Rhode Island
1629. Glocester, Town of, Rhode Island
1630. Hopkinton, Town of, Rhode Island
1631. Jamestown, Town of, Rhode Island
1632. Johnston, Town of, Rhode Island
1633. Middletown, Town of, Rhode Island
1634. Narragansett, Town of, Rhode Island
365
FH11185097.1
1635. Newport, City of, Rhode Island
1636. North Kingstown, Town of, Rhode Island
1637. North Providence, Town of, Rhode Island
1638. Pawtucket, City of, Rhode Island
1639. Portsmouth, Town of, Rhode Island
1640. Providence, City of, Rhode Island
1641. Richmond, Town of, Rhode Island
1642. Scituate, Town of, Rhode Island
1643. Smithfield, Town of, Rhode Island
1644. South Kingstown, Town of, Rhode Island
1645. Warren, Town of, Rhode Island
1646. Warwick, City of, Rhode Island
1647. West Greenwich, Town of, Rhode Island
1648. West Warwick, Town of, Rhode Island
1649. Westerly, Town of, Rhode Island
1650. Abbeville, County of, South Carolina
1651. Aiken, County of, South Carolina
1652. Allendale, County of, South Carolina
1653. Anderson, County of, South Carolina
1654. Bamberg, County of, South Carolina
1655. Barnwell, County of, South Carolina
1656. Beaufort, County of, South Carolina
1657. Berkeley, County of, South Carolina
1658. Calhoun, County of, South Carolina
1659. Charleston, City of, South Carolina
1660. Charleston, County of, South Carolina
1661. Cherokee, County of, South Carolina
1662. Chester, City of, South Carolina
1663. Chester, County of, South Carolina
1664. Chesterfield, County of, South Carolina
1665. Clarendon, County of, South Carolina
1666. Colleton, County of, South Carolina
1667. Dillon, County of, South Carolina
1668. Dorchester, County of, South Carolina
1669. Edgefield, County of, South Carolina
1670. Fairfield, County of, South Carolina
1671. Florence, County of, South Carolina
1672. Georgetown, City of, South Carolina
1673. Georgetown, County of, South Carolina
1674. Greenville, County of, South Carolina
1675. Greenwood, County of, South Carolina
1676. Hampton, County of, South Carolina
366
FH11185097.1
1677. Horry, County of, South Carolina
1678. Jasper, County of, South Carolina
1679. Kershaw, County of, South Carolina
1680. Lancaster, County of, South Carolina
1681. Laurens, County of, South Carolina
1682. Lee, County of, South Carolina
1683. Lexington, County of, South Carolina
1684. Marion, County of, South Carolina
1685. Marlboro, County of, South Carolina
1686. McCormick, County of, South Carolina
1687. Medical University Hospital Authority, South Carolina 1688. Mount Pleasant, Town of, South Carolina
1689. Newberry, County of, South Carolina
1690. North Charleston, City of, South Carolina
1691. Oconee, County of, South Carolina
1692. Orangeburg, City of, South Carolina
1693. Orangeburg, County of, South Carolina
1694. Pickens, County of, South Carolina
1695. Richland, County of, South Carolina
1696. Saluda, County of, South Carolina
1697. Spartanburg, County of, South Carolina
1698. Summervile, Town of, South Carolina
1699. Sumter, County of, South Carolina
1700. Union, County of, South Carolina
1701. Williamsburg, County of, South Carolina
1702. York, County of, South Carolina
1703. Pennington, County of, South Dakota
1704. Anderson, County of, Tennessee
1705. Arlington, Town of, Tennessee
1706. Bedford, County of, Tennessee
1707. Bledsoe, County of, Tennessee
1708. Blount, County of, Tennessee
1709. Bradley, County of, Tennessee
1710. Campbell, County of, Tennessee
1711. Centerville, Township of, Tennessee
1712. Claiborne, County of, Tennessee
1713. Clarksville, City of, Tennessee
1714. Cocke, County of, Tennessee
1715. Fentress, County of, Tennessee
1716. Franklin, County of, Tennessee
1717. Gatlinburg, City of, Tennessee
1718. Grainger, County of, Tennessee
367
FH11185097.1
1719. Greene, County of, Tennessee
1720. Grundy, County of, Tennessee
1721. Hamilton, County of, Tennessee
1722. Hawkins, County of, Tennessee
1723. Haywood, County of, Tennessee
1724. Henderson, County of, Tennessee
1725. Knox, County of, Tennessee
1726. Knoxville, City of, Tennessee
1727. Lexington, County of, Tennessee
1728. Loudon, County of, Tennessee
1729. Madison, County of, Tennessee
1730. Marion, County of, Tennessee
1731. McMinn, County of, Tennessee
1732. Meigs, County of, Tennessee
1733. Memphis, City of, Tennessee
1734. Millington, City of, Tennessee
1735. Monroe, County of, Tennessee
1736. Montgomery, County of, Tennessee
1737. Nashville and Davidson, County of, Tennessee
1738. Overton, County of, Tennessee
1739. Polk, County of, Tennessee
1740. Rhea, County of, Tennessee
1741. Roane, County of, Tennessee
1742. Rutherford, County of, Tennessee
1743. Rutledge, Town of, Tennessee
1744. Scott, County of, Tennessee
1745. Sequatchie, County of, Tennessee
1746. Sevier, County of, Tennessee
1747. Union, County of, Tennessee
1748. Washington, County of, Tennessee
1749. Williamson, County of, Tennessee
1750. Angelina, County of, Texas
1751. Bailey, County of, Texas
1752. Bexar, County of, Texas
1753. Bowie, County of, Texas
1754. Brazos, County of, Texas
1755. Clay, County of, Texas
1756. Coryell, County of, Texas
1757. Dallas, County of, Texas
1758. Dallas County Hospital District, Texas
1759. Duval, County of, Texas
1760. Eagle Pass, City of, Texas
368
FH11185097.1
1761. Ellis, County of, Texas
1762. Freestone, County of, Texas
1763. Henderson, County of, Texas
1764. Harris County Hospital District, Texas
1765. Jim Hogg, County of, Texas
1766. Jim Wells, County of, Texas
1767. Johnson, County of, Texas
1768. Kaufman, County of, Texas
1769. Kendall, County of, Texas
1770. Kleberg, County of, Texas
1771. Lamar, County of, Texas
1772. Laredo, City of, Texas
1773. Maverick, County of, Texas
1774. McLennan, County of, Texas
1775. Montgomery, County of, Texas
1776. Rusk, County of, Texas
1777. Rockwall, County of, Texas
1778. San Antonio, City of, Texas
1779. Smith, County of, Texas
1780. Tarrant, County of, Texas
1781. Tarrant County Hospital District, Texas
1782. Titus, County of, Texas
1783. Webb, County of, Texas
1784. Wichita, County of, Texas
1785. Williamson, County of, Texas
1786. Zavala, County of, Texas
1787. Beaver, County of, Utah
1788. Cache, County of, Utah
1789. Daggett, County of, Utah
1790. Duchesne, County of, Utah
1791. Emery, County of, Utah
1792. Garfield, County of, Utah
1793. Juab, County of, Utah
1794. Kane, County of, Utah
1795. Piute, County of, Utah
1796. Salt Lake, County of, Utah
1797. Sevier, County of, Utah
1798. Summit, County of, Utah
1799. Tooele, County of , Utah
1800. Tricounty Health Department, Utah
1801. Uintah, County of, Utah
1802. Utah, County of, Utah
369
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1803. Wasatch, County of, Utah
1804. Washington, County of, Utah
1805. Wayne, County of, Utah
1806. Weber, County of, Utah
1807. Bennington, Town of, Vermont
1808. Counseling Services of Addison County, Vermont
1809. Health Care & Rehab Services Southeastern Vermont, Vermont 1810. Northeast Kingdom Human Services, Vermont
1811. St. Albans, City of, Vermont
1812. Accomack, County of, Virginia
1813. Alexandria, City of, Virginia
1814. Alleghany, County of, Virginia
1815. Amherst, County of, Virginia
1816. Arlington, County of, Virginia
1817. Botetourt, County of, Virginia
1818. Bristol, City of, Virginia
1819. Buena Vista, City of, Virginia
1820. Charlotte, County of, Virginia
1821. Chesapeake, City of, Virginia
1822. Chesterfield, County of, Virginia
1823. Covington, City of, Virginia
1824. Culpepper, County of, Virginia
1825. Cumberland, County of, Virginia
1826. Danville, City of, Virginia
1827. Dickenson, County of, Virginia
1828. Dinwiddie, County of, Virginia
1829. Emporia, City of, Virginia
1830. Fairfax, City of, Virginia,
1831. Fairfax, County of, Virginia
1832. Fauquier, City of, Virginia
1833. Floyd, County of, Virginia
1834. Franklin, County of, Virginia
1835. Frederick, County of, Virginia
1836. Fredericksburg, City of, Virginia
1837. Galax, City of, Virginia
1838. Giles, County of, Virginia
1839. Goochland, County of, Virginia
1840. Greensville, County of, Virginia
1841. Halifax, County of, Virginia
1842. Henrico, County of, Virginia
1843. Henry, County of, Virginia
1844. Hopewell, City of, Virginia
370
FH11185097.1
1845. Isle of Wight, County of, Virginia
1846. King and Queen, County of, Virginia
1847. Lee, County of, Virginia
1848. Lexington, City of, Virginia
1849. Loudon, County of, Virginia
1850. Louisa, County of, Virginia
1851. Madison, County of, Virginia
1852. Martinsville, City of, Virginia
1853. Mecklenburg, County of, Virginia
1854. Montgomery, County of, Virginia
1855. Norfolk, City of, Virginia
1856. Northampton, County of, Virginia
1857. Northumberland, County of, Virginia
1858. Norton, City of, Virginia
1859. Page, County of, Virginia
1860. Patrick, County of, Virginia
1861. Portsmouth, City of, Virginia
1862. Prince George, County of, Virginia
1863. Prince William, County of, Virginia
1864. Radford, City of, Virginia
1865. Richmond, City of, Virginia
1866. Roanoke, City of, Virginia
1867. Roanoke, County of, Virginia
1868. Rockbridge, County of, Virginia
1869. Salem, City of, Virginia
1870. Scott, County of, Virginia
1871. Shenandoah, County of, Virginia
1872. Smyth, County of, Virginia
1873. Stafford, County of, Virginia
1874. Virginia Beach, City of/Virginia Beach (Sheriff of) City of, Virginia 1875. Washington, County of, Virginia
1876. Waynesboro, City of Virginia
1877. Winchester, City of, Virginia
1878. Wise, County of, Virginia
1879. Anacortes, City of, Washington
1880. Bainbridge, Island, City of, Washington
1881. Burlington, City of, Washington
1882. Chelan, County of, Washington
1883. Clallam, County of, Washington
1884. Clark, County of, Washington
1885. Everett, City of, Washington
1886. Franklin, County of, Washington
371
FH11185097.1
1887. Island, County of, Washington
1888. Kent, City of, Washington
1889. King, County of, Washington
1890. Kirkland, City of, Washington
1891. Kitsap, County of, Washington
1892. Lakewood, City of, Washington
1893. Lewis, County of, Washington
1894. Mount Vernon, City of, Washington
1895. Olympia, City of, Washington
1896. Pierce, County of, Washington
1897. Seattle, City of, Washington
1898. Sedro-Wooley, City of, Washington
1899. Skagit, County of, Washington
1900. Snohomish, County of, Washington
1901. Spokane, City of, Washington
1902. Spokane, County of, Washington
1903. Tacoma, City of, Washington
1904. Thurston, County of, Washington
1905. Vancouver, City of, Washington
1906. Walla Walla, County of, Washington
1907. Whatcom, County of, Washington
1908. Beckley, City of, West Virginia
1909. Berkeley, County of, West Virginia
1910. Cabell, County of, West Virginia
1911. Charles Town, City of, West Virginia
1912. Charleston, City of, West Virginia
1913. Clendenin, Town of, West Virginia
1914. Delbarton, Town of, West Virginia
1915. Dunbar, City of, West Virginia
1916. Eleanor, Town of, West Virginia
1917. Elizabeth, Town of, West Virginia
1918. Fayette, County of, West Virginia
1919. Grant, County of, West Virginia
1920. Harrisville, Town of, West Virginia
1921. Huntington, City of, West Virginia
1922. Hurricane, City of, West Virginia
1923. Jackson, County of, West Virginia
1924. Jefferson, County of, West Virginia
1925. Kanawha, County of, West Virginia
1926. Logan, City of, West Virginia
1927. Milton, City of, West Virginia
1928. Mineral, County of, West Virginia
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1929. Monroe, County of, West Virginia
1930. Nicholas, County of, West Virginia
1931. Pleasants, County of, West Virginia
1932. Raleigh, County of, West Virginia
1933. Ravenswood, Town of, West Virginia
1934. Ripley, City of, West Virginia
1935. Ritchie, County of, West Virginia
1936. Roane, County of, West Virginia
1937. Spencer, City of, West Virginia
1938. St. Albans, City of, West Virginia
1939. St. Mary’s, City of, West Virginia
1940. Smithers, City of, West Virginia
1941. Sophia, Town of, West Virginia
1942. Summersville, City of, West Virginia
1943. Vienna, City of, West Virginia
1944. Wayne, County of, West Virginia
1945. Williamstown, City of, West Virginia
1946. Winfield, City of, West Virginia
1947. Wirt, County of, West Virginia
1948. Wood, County of, West Virginia
1949. Adams, County of, Wisconsin
1950. Ashland, County of, Wisconsin
1951. Barron, County of, Wisconsin
1952. Bayfield, County of, Wisconsin
1953. Brown, County of, Wisconsin
1954. Buffalo, County of, Wisconsin
1955. Burnett, County of, Wisconsin
1956. Calumet, County of, Wisconsin
1957. Chippewa, County of, Wisconsin
1958. Clark, County of, Wisconsin
1959. Columbia, County of, Wisconsin
1960. Crawford, County of, Wisconsin
1961. Cudahy, City of, Wisconsin
1962. Dane, County of, Wisconsin
1963. Dodge, County of, Wisconsin
1964. Door, County of, Wisconsin
1965. Douglas, County of, Wisconsin
1966. Dunn, County of, Wisconsin
1967. Eau Claire, County of, Wisconsin
1968. Florence, County of, Wisconsin
1969. Fond du Lac, County of, Wisconsin
1970. Forest, County of, Wisconsin
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1971. Franklin, City of, Wisconsin
1972. Grant, County of, Wisconsin
1973. Green, County of, Wisconsin
1974. Green Lake, County of, Wisconsin
1975. Greenfield, City of, Wisconsin
1976. Iowa, County of, Wisconsin
1977. Iron, County of, Wisconsin
1978. Jackson, County of, Wisconsin
1979. Juneau, County of, Wisconsin
1980. Kenosha, City of, Wisconsin
1981. Kenosha, County of, Wisconsin
1982. Kewaunee, County of, Wisconsin
1983. La Crosse, County of, Wisconsin
1984. Lafayette, County of, Wisconsin
1985. Lincoln, County of, Wisconsin
1986. Manitowoc, County of, Wisconsin
1987. Marathon, County of, Wisconsin
1988. Marinette, County of, Wisconsin
1989. Marquette, County of, Wisconsin
1990. Menominee, County of, Wisconsin
1991. Milwaukee, City of, Wisconsin
1992. Milwaukee, County of, Wisconsin
1993. Monroe, County of, Wisconsin
1994. Mount Pleasant, Village of, Wisconsin
1995. Oak Tree, City of, Wisconsin
1996. Oconto, County of, Wisconsin
1997. Oneida, County of, Wisconsin
1998. Outagamie, County of, Wisconsin
1999. Ozaukee, County of, Wisconsin
2000. Pepin, County of, Wisconsin
2001. Pierce, County of, Wisconsin
2002. Pleasant Prairie, City of, Wisconsin
2003. Portage, County of, Wisconsin
2004. Price, County of, Wisconsin
2005. Racine, County of, Wisconsin
2006. Richland, County of, Wisconsin
2007. Rock, County of, Wisconsin
2008. Rusk, County of, Wisconsin
2009. Sauk, County of, Wisconsin
2010. St. Croix, County of, Wisconsin
2011. Sawyer, County of, Wisconsin
2012. Shawano, County of, Wisconsin
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2013. Sheboygan, County of, Wisconsin
2014. Taylor, County of, Wisconsin
2015. Trempealeau, County of, Wisconsin
2016. Vernon, County of, Wisconsin
2017. Vilas, County of, Wisconsin
2018. Walworth, County of, Wisconsin
2019. Washburn, County of, Wisconsin
2020. Washington, County of, Wisconsin
2021. Waukesha, County of, Wisconsin
2022. Waupaca, County of, Wisconsin
2023. Waushara, County of, Wisconsin
2024. Wauwatosa, County of, Wisconsin
2025. West Allis, City of, Wisconsin
2026. Winnebago, County of, Wisconsin
2027. Wood, County of, Wisconsin
2028. Casper, City of, Wyoming
2029. Cheyenne, City of, Wyoming
2030. Green River, City of, Wyoming
2031. Riverton, City of, Wyoming
2032. Rock Springs, City of, Wyoming
2033. Sweetwater, County of, Wyoming
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EXHIBIT D
Intentionally Omitted
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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
Expand training for first responders, schools, community support groups and families; and
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
5. Hire additional social workers or other behavioral health workers to facilitate expansions above.
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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 services and counseling, community navigators, case management, and connections to community-based services.
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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.
15. Hire or train behavioral health workers to provide or expand any of the services or supports listed above.
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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- occurring SUD/MH conditions or to persons who have experienced an opioid overdose.
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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;
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.
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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 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.
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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.
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.
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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.
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 387
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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.
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.
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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.
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.
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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.
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:
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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.
9. Geospatial analysis of access barriers to MAT and their association with treatment engagement and treatment outcomes.
391
FH11185097.1
Exhibit F-1
List of States and State Global Allocation Percentage
Alabama 1.5958653635%
Alaska 0.2283101787%
American Samoa 0.0171221696%
Arizona 2.3755949882%
Arkansas 0.9322152924%
California 9.9213830698%
Colorado 1.6616291219%
Connecticut 1.2938102647%
Delaware 0.4420285052%
District of Columbia 0.1799774824%
Florida 7.0259134409%
Georgia 2.7882080114%
Guam 0.0480366565%
Hawaii 0.3246488040%
Idaho 0.4919080117%
Illinois 3.3263363702%
Indiana 2.2168933059%
Iowa 0.7419256132%
Kansas 0.7840793410%
Kentucky 1.9963344879%
Louisiana 1.4650905059%
Maine 0.5293231313%
Maryland 2.1106090494%
Massachusetts 2.3035761083%
Michigan 3.4020234989%
Minnesota 1.2972597706%
Mississippi 0.8624327860%
Missouri 2.0056475170%
Montana 0.3125481816%
N. Mariana Islands 0.0167059202%
Nebraska 0.4171546352%
Nevada 1.2017657135%
New Hampshire 0.5784834777%
New Jersey 2.7551354545%
New Mexico 0.7989379794%
New York 5.3903813405%
North Carolina 3.2502525994%
392
FH11185097.1
North Dakota 0.1700251989%
Ohio 4.3567051408%
Oklahoma 1.5322312508%
Oregon 1.3741405009%
Pennsylvania 4.5882419559%
Puerto Rico 0.7101195950%
Rhode Island 0.4465429178%
South Carolina 1.5393083548%
South Dakota 0.1982071487%
Tennessee 2.6881474977%
Texas 6.2932157196%
Utah 1.1466798699%
Vermont 0.2544890561%
Virgin Islands 0.0315673573%
Virginia 2.2801150757%
Washington 2.3189040182%
West Virginia 1.0567416533%
Wisconsin 1.7582560561%
Wyoming 0.1668134842%
393
FH11185097.1
Exhibit F-2
Overall Allocation Percentages (to be multiplied by $4,788,165,456) Alabama 1.7164625355%
Alaska 0.2455632394%
American Samoa 0.0184160665%
Arizona 2.5551151682%
Arkansas 1.0026614155%
California 10.6711272323%
Colorado 1.7871959633%
Connecticut 1.3915815821%
Delaware 0.4754319419%
District of Columbia 0.1935781130%
Georgia 2.9989087439%
Guam 0.0516667151%
Hawaii 0.3491820313%
Idaho 0.5290807685%
Illinois 3.5777026624%
Indiana 2.3844206358%
Iowa 0.7979918283%
Kansas 0.8433310507%
Kentucky 2.1471945160%
Louisiana 1.5758052164%
Maine 0.5693232931%
Maryland 2.2701046362%
Massachusetts 2.4776539287%
Michigan 3.6591093548%
Minnesota 1.3952917621%
Mississippi 0.9276055489%
Missouri 2.1572113169%
Montana 0.3361669829%
N. Mariana Islands 0.0179683617%
Nebraska 0.4486783905%
Nevada 1.2925813611%
New Hampshire 0.6221986137%
New Jersey 2.9633369431%
New Mexico 0.8593125342%
394
FH11185097.1
New York 5.7977244413%
North Carolina 3.4958693542%
North Dakota 0.1828737503%
Ohio 4.6859348686%
Oklahoma 1.6480196875%
Oregon 1.4779822548%
Pennsylvania 4.9349685765%
Puerto Rico 0.7637822767%
Rhode Island 0.4802875019%
South Carolina 1.6556315977%
South Dakota 0.2131853681%
Tennessee 2.8912868060%
Texas 6.7687846717%
Utah 1.2333327622%
Vermont 0.2737204155%
Virgin Islands 0.0339528555%
Virginia 2.4524199807%
Washington 2.4941401460%
West Virginia 1.1365980484%
Wisconsin 1.8911248512%
Wyoming 0.1794193311%
395
FH11185097.1
Exhibit G
Subdivisions Eligible to Receive Direct Allocations from the Subdivision Fund and Subdivision Fund Allocation Percentages
The Subdivisions set forth on this Exhibit G are eligible to receive direct allocations from the Subdivision Fund, if such Subdivisions are otherwise eligible to receive such funds under this Agreement. By default, the Subdivisions set forth on this Exhibit G shall include all Subdivisions set forth on Exhibit G of the national opioid settlement agreement dated July 21, 2021 with Janssen Pharmaceuticals, Inc., et al., including all amendments up to the Preliminary Agreement Date of this Agreement. A State may elect to add any additional Subdivisions to this Exhibit G at any time prior to the Initial Participation Date.
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, Sta tutory 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, this 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.
For the avoidance of doubt, inclusion on this Exhibit G shall not create any claim for any amount of the Settlement Fund, and no such amounts shall be allocated or distributed to any Subdivision included herein if such Subdivision does not otherwise meet all requirements to receive any such funds pursuant to the Agreement.
[List to be Added]
396
FH11185097.1
EXHIBIT H
Intentionally Omitted
397
FH11185097.1
EXHIBIT I
Primary Subdivisions
1. Alabaster, City of, Alabama
2. Albertville, City of, Alabama
3. Alexander City, City of, Alabama
4. Anniston, City of, Alabama
5. Athens, City of, Alabama
6. Auburn, City of, Alabama
7. Autauga, County of, Alabama
8. Baldwin, County of, Alabama
9. Barbour, County of, Alabama
10. Bessemer, City of, Alabama
11. Bibb, County of, Alabama
12. Birmingham, City of, Alabama
13. Blount, County of, Alabama
14. Bullock, County of, Alabama
15. Butler, County of, Alabama
16. Calera, City of, Alabama
17. Calhoun, County of, Alabama
18. Center Point, City of, Alabama
19. Chambers, County of, Alabama
20. Chelsea, City of, Alabama
21. Cherokee, County of, Alabama
22. Chilton, County of, Alabama
23. Choctaw, County of, Alabama
24. Clarke, County of, Alabama
25. Clay, County of, Alabama
26. Cleburne, County of, Alabama
27. Coffee, County of, Alabama
28. Colbert, County of, Alabama
29. Conecuh, County of, Alabama
30. Coosa, County of, Alabama
31. Covington, County of, Alabama
32. Crenshaw, County of, Alabama
33. Cullman, City of, Alabama
34. Cullman, County of, Alabama
35. Dale, County of, Alabama
36. Dallas, County of, Alabama
37. Daphne, City of, Alabama
38. Decatur, City of, Alabama
39. DeKalb, County of, Alabama
40. Dothan, City of, Alabama
41. Elmore, County of, Alabama
42. Enterprise, City of, Alabama
43. Escambia, County of, Alabama
44. Etowah, County of, Alabama
45. Eufaula, City of, Alabama
46. Fairfield, City of, Alabama
398
FH11185097.1
47. Fairhope, City of, Alabama
48. Fayette, County of, Alabama
49. Florence, City of, Alabama
50. Foley, City of, Alabama
51. Fort Payne, City of, Alabama
52. Franklin, County of, Alabama
53. Gadsden, City of, Alabama
54. Gardendale, City of, Alabama
55. Geneva, County of, Alabama
56. Gulf Shores, City of, Alabama
57. Hale, County of, Alabama
58. Hartselle, City of, Alabama
59. Helena, City of, Alabama
60. Henry, County of, Alabama
61. Homewood, City of, Alabama
62. Hoover, City of, Alabama
63. Houston, County of, Alabama
64. Hueytown, City of, Alabama
65. Huntsville, City of, Alabama
66. Irondale, City of, Alabama
67. Jackson, County of, Alabama
68. Jacksonville, City of, Alabama
69. Jasper, City of, Alabama
70. Jefferson, County of, Alabama
71. Lamar, County of, Alabama
72. Lauderdale, County of, Alabama
73. Lawrence, County of, Alabama
74. Lee, County of, Alabama
75. Leeds, City of, Alabama
76. Limestone, County of, Alabama
77. Macon, County of, Alabama
78. Madison, City of, Alabama
79. Madison, County of, Alabama
80. Marengo, County of, Alabama
81. Marion, County of, Alabama
82. Marshall, County of, Alabama
83. Millbrook, City of, Alabama
84. Mobile, City of, Alabama
85. Mobile, County of, Alabama
86. Monroe, County of, Alabama
87. Montgomery, City of, Alabama
88. Montgomery, County of, Alabama
89. Moody, City of, Alabama
90. Morgan, County of, Alabama
91. Mountain Brook, City of, Alabama
92. Muscle Shoals, City of, Alabama
93. Northport, City of, Alabama
94. Opelika, City of, Alabama
95. Oxford, City of, Alabama
96. Ozark, City of, Alabama
97. Pelham, City of, Alabama
399
FH11185097.1
98. Pell City, City of, Alabama
99. Phenix City, City of, Alabama
100. Pickens, County of, Alabama
101. Pike, County of, Alabama
102. Pike Road, Town of, Alabama
103. Prattville, City of, Alabama
104. Prichard, City of, Alabama
105. Randolph, County of, Alabama
106. Russell, County of, Alabama
107. Saraland, City of, Alabama
108. Scottsboro, City of, Alabama
109. Selma, City of, Alabama
110. Shelby, County of, Alabama
111. St. Clair, County of, Alabama
112. Sumter, County of, Alabama
113. Sylacauga, City of, Alabama
114. Talladega, City of, Alabama
115. Talladega, County of, Alabama
116. Tallapoosa, County of, Alabama
117. Troy, City of, Alabama
118. Trussville, City of, Alabama
119. Tuscaloosa, City of, Alabama
120. Tuscaloosa, County of, Alabama
121. Vestavia Hills, City of, Alabama
122. Walker, County of, Alabama
123. Washington, County of, Alabama
124. Wilcox, County of, Alabama
125. Winston, County of, Alabama
126. Anchorage, Municipality of, Alaska
127. Fairbanks, City of, Alaska
128. Fairbanks North Star, Borough of, Alaska
129. Juneau, City of/ Borough of, Alaska
130. Kenai Peninsula, Borough of, Alaska
131. Ketchikan Gateway, Borough of, Alaska
132. Kodiak Island, Borough of, Alaska
133. Matanuska-Susitna, Borough of, Alaska
134. Wasilla, City of, Alaska
135. Apache, County of, Arizona
136. Apache Junction, City of, Arizona
137. Avondale, City of, Arizona
138. Buckeye, City of, Arizona
139. Bullhead City, City of, Arizona
140. Camp Verde, Town of, Arizona
141. Casa Grande, City of, Arizona
142. Chandler, City of, Arizona
143. Chino Valley, Town of, Arizona
144. Cochise, County of, Arizona
145. Coconino, County of, Arizona
146. Coolidge, City of, Arizona
147. Cottonwood, City of, Arizona
148. Douglas, City of, Arizona
400
FH11185097.1
149. El Mirage, City of, Arizona
150. Eloy, City of, Arizona
151. Flagstaff, City of, Arizona
152. Florence, Town of, Arizona
153. Fountain Hills, Town of, Arizona
154. Gila, County of, Arizona
155. Gilbert, Town of, Arizona
156. Glendale, City of, Arizona
157. Goodyear, City of, Arizona
158. Graham, County of, Arizona
159. Kingman, City of, Arizona
160. La Paz, County of, Arizona
161. Lake Havasu City, City of, Arizona
162. Marana, Town of, Arizona
163. Maricopa, City of, Arizona
164. Maricopa, County of, Arizona
165. Mesa, City of, Arizona
166. Mohave, County of, Arizona
167. Navajo, County of, Arizona
168. Nogales, City of, Arizona
169. Oro Valley, Town of, Arizona
170. Paradise Valley, Town of, Arizona
171. Payson, Town of, Arizona
172. Peoria, City of, Arizona
173. Phoenix, City of, Arizona
174. Pima, County of, Arizona
175. Pinal, County of, Arizona
176. Prescott, City of, Arizona
177. Prescott Valley, Town of, Arizona
178. Queen Creek, Town of, Arizona
179. Sahuarita, Town of, Arizona
180. San Luis, City of, Arizona
181. Santa Cruz, County of, Arizona
182. Scottsdale, City of, Arizona
183. Sedona, City of, Arizona
184. Show Low, City of, Arizona
185. Sierra Vista, City of, Arizona
186. Somerton, City of, Arizona
187. Surprise, City of, Arizona
188. Tempe, City of, Arizona
189. Tucson, City of, Arizona
190. Yavapai, County of, Arizona
191. Yuma, City of, Arizona
192. Yuma, County of, Arizona
193. Arkadelphia, City of, Arkansas
194. Arkansas, County of, Arkansas
195. Ashley, County of, Arkansas
196. Batesville, City of, Arkansas
197. Baxter, County of, Arkansas
198. Bella Vista, City of, Arkansas
199. Benton, City of, Arkansas
401
FH11185097.1
200. Benton, County of, Arkansas
201. Bentonville, City of, Arkansas
202. Blytheville, City of, Arkansas
203. Boone, County of, Arkansas
204. Bradley, County of, Arkansas
205. Bryant, City of, Arkansas
206. Cabot, City of, Arkansas
207. Camden, City of, Arkansas
208. Carroll, County of, Arkansas
209. Centerton, City of, Arkansas
210. Chicot, County of, Arkansas
211. Clark, County of, Arkansas
212. Clay, County of, Arkansas
213. Cleburne, County of, Arkansas
214. Columbia, County of, Arkansas
215. Conway, City of, Arkansas
216. Conway, County of, Arkansas
217. Craighead, County of, Arkansas
218. Crawford, County of, Arkansas
219. Crittenden, County of, Arkansas
220. Cross, County of, Arkansas
221. Desha, County of, Arkansas
222. Drew, County of, Arkansas
223. El Dorado, City of, Arkansas
224. Faulkner, County of, Arkansas
225. Fayetteville, City of, Arkansas
226. Forrest City, City of, Arkansas
227. Fort Smith, City of, Arkansas
228. Franklin, County of, Arkansas
229. Fulton, County of, Arkansas
230. Garland, County of, Arkansas
231. Grant, County of, Arkansas
232. Greene, County of, Arkansas
233. Harrison, City of, Arkansas
234. Helena-West Helena, City of, Arkansas
235. Hempstead, County of, Arkansas
236. Hot Spring, County of, Arkansas
237. Hot Springs, City of, Arkansas
238. Howard, County of, Arkansas
239. Independence, County of, Arkansas
240. Izard, County of, Arkansas
241. Jackson, County of, Arkansas
242. Jacksonville, City of, Arkansas
243. Jefferson, County of, Arkansas
244. Johnson, County of, Arkansas
245. Jonesboro, City of, Arkansas
246. Lawrence, County of, Arkansas
247. Lincoln, County of, Arkansas
248. Little River, County of, Arkansas
249. Little Rock, City of, Arkansas
250. Logan, County of, Arkansas
402
FH11185097.1
251. Lonoke, County of, Arkansas
252. Madison, County of, Arkansas
253. Magnolia, City of, Arkansas
254. Malvern, City of, Arkansas
255. Marion, City of, Arkansas
256. Marion, County of, Arkansas
257. Maumelle, City of, Arkansas
258. Miller, County of, Arkansas
259. Mississippi, County of, Arkansas
260. Mountain Home, City of, Arkansas
261. North Little Rock, City of, Arkansas
262. Ouachita, County of, Arkansas
263. Paragould, City of, Arkansas
264. Perry, County of, Arkansas
265. Phillips, County of, Arkansas
266. Pike, County of, Arkansas
267. Pine Bluff, City of, Arkansas
268. Poinsett, County of, Arkansas
269. Polk, County of, Arkansas
270. Pope, County of, Arkansas
271. Pulaski, County of, Arkansas
272. Randolph, County of, Arkansas
273. Rogers, City of, Arkansas
274. Russellville, City of, Arkansas
275. Saline, County of, Arkansas
276. Scott, County of, Arkansas
277. Searcy, City of, Arkansas
278. Sebastian, County of, Arkansas
279. Sevier, County of, Arkansas
280. Sharp, County of, Arkansas
281. Sherwood, City of, Arkansas
282. Siloam Springs, City of, Arkansas
283. Springdale, City of, Arkansas
284. St. Francis, County of, Arkansas
285. Stone, County of, Arkansas
286. Texarkana, City of, Arkansas
287. Union, County of, Arkansas
288. Van Buren, City of, Arkansas
289. Van Buren, County of, Arkansas
290. Washington, County of, Arkansas
291. West Memphis, City of, Arkansas
292. White, County of, Arkansas
293. Yell, County of, Arkansas
294. Adelanto, City of, California
295. Agoura Hills, City of, California
296. Alameda, City of, California
297. Alameda, County of, California
298. Albany, City of, California
299. Alhambra, City of, California
300. Aliso Viejo, City of, California
301. Amador, County of, California
403
FH11185097.1
302. American Canyon, City of, California
303. Anaheim, City of, California
304. Anderson, City of, California
305. Antioch, City of, California
306. Apple Valley, Town of, California
307. Arcadia, City of, California
308. Arcata, City of, California
309. Arroyo Grande, City of, California
310. Artesia, City of, California
311. Arvin, City of, California
312. Atascadero, City of, California
313. Atwater, City of, California
314. Auburn, City of, California
315. Avenal, City of, California
316. Azusa, City of, California
317. Bakersfield, City of, California
318. Baldwin Park, City of, California
319. Banning, City of, California
320. Barstow, City of, California
321. Beaumont, City of, California
322. Bell, City of, California
323. Bell Gardens, City of, California
324. Bellflower, City of, California
325. Belmont, City of, California
326. Benicia, City of, California
327. Berkeley, City of, California
328. Beverly Hills, City of, California
329. Blythe, City of, California
330. Brawley, City of, California
331. Brea, City of, California
332. Brentwood, City of, California
333. Buena Park, City of, California
334. Burbank, City of, California
335. Burlingame, City of, California
336. Butte, County of, California
337. Calabasas, City of, California
338. Calaveras, County of, California
339. Calexico, City of, California
340. California City, City of, California
341. Camarillo, City of, California
342. Campbell, City of, California
343. Canyon Lake, City of, California
344. Capitola, City of, California
345. Carlsbad, City of, California
346. Carpinteria, City of, California
347. Carson, City of, California
348. Cathedral City, City of, California
349. Ceres, City of, California
350. Cerritos, City of, California
351. Chico, City of, California
352. Chino, City of, California
404
FH11185097.1
353. Chino Hills, City of, California
354. Chowchilla, City of, California
355. Chula Vista, City of, California
356. Citrus Heights, City of, California
357. Claremont, City of, California
358. Clayton, City of, California
359. Clearlake, City of, California
360. Clovis, City of, California
361. Coachella, City of, California
362. Coalinga, City of, California
363. Colton, City of, California
364. Colusa, County of, California
365. Commerce, City of, California
366. Compton, City of, California
367. Concord, City of, California
368. Contra Costa, County of, California
369. Corcoran, City of, California
370. Corona, City of, California
371. Coronado, City of, California
372. Costa Mesa, City of, California
373. Covina, City of, California
374. Cudahy, City of, California
375. Culver City, City of, California
376. Cupertino, City of, California
377. Cypress, City of, California
378. Daly City, City of, California
379. Dana Point, City of, California
380. Danville, Town of, California
381. Davis, City of, California
382. Del Norte, County of, California
383. Delano, City of, California
384. Desert Hot Springs, City of, California
385. Diamond Bar, City of, California
386. Dinuba, City of, California
387. Dixon, City of, California
388. Downey, City of, California
389. Duarte, City of, California
390. Dublin, City of, California
391. East Palo Alto, City of, California
392. Eastvale, City of, California
393. El Cajon, City of, California
394. El Centro, City of, California
395. El Cerrito, City of, California
396. El Dorado, County of, California
397. El Monte, City of, California
398. El Paso de Robles (Paso Robles), City of, California 399. El Segundo, City of, California
400. Elk Grove, City of, California
401. Emeryville, City of, California
402. Encinitas, City of, California
403. Escondido, City of, California
405
FH11185097.1
404. Eureka, City of, California
405. Exeter, City of, California
406. Fairfield, City of, California
407. Farmersville, City of, California
408. Fillmore, City of, California
409. Folsom, City of, California
410. Fontana, City of, California
411. Fortuna, City of, California
412. Foster City, City of, California
413. Fountain Valley, City of, California
414. Fremont, City of, California
415. Fresno, City of, California
416. Fresno, County of, California
417. Fullerton, City of, California
418. Galt, City of, California
419. Garden Grove, City of, California
420. Gardena, City of, California
421. Gilroy, City of, California
422. Glendale, City of, California
423. Glendora, City of, California
424. Glenn, County of, California
425. Goleta, City of, California
426. Grand Terrace, City of, California
427. Grass Valley, City of, California
428. Greenfield, City of, California
429. Grover Beach, City of, California
430. Half Moon Bay, City of, California
431. Hanford, City of, California
432. Hawaiian Gardens, City of, California
433. Hawthorne, City of, California
434. Hayward, City of, California
435. Healdsburg, City of, California
436. Hemet, City of, California
437. Hercules, City of, California
438. Hermosa Beach, City of, California
439. Hesperia, City of, California
440. Highland, City of, California
441. Hillsborough, Town of, California
442. Hollister, City of, California
443. Humboldt, County of, California
444. Huntington Beach, City of, California
445. Huntington Park, City of, California
446. Imperial Beach, City of, California
447. Imperial, City of, California
448. Imperial, County of, California
449. Indio, City of, California
450. Inglewood, City of, California
451. Inyo, County of, California
452. Irvine, City of, California
453. Jurupa Valley, City of, California
454. Kerman, City of, California
406
FH11185097.1
455. Kern, County of, California
456. King City, City of, California
457. Kings, County of, California
458. Kingsburg, City of, California
459. La Cañada Flintridge, City of, California
460. La Habra, City of, California
461. La Mesa, City of, California
462. La Mirada, City of, California
463. La Palma, City of, California
464. La Puente, City of, California
465. La Quinta, City of, California
466. La Verne, City of, California
467. Lafayette, City of, California
468. Laguna Beach, City of, California
469. Laguna Hills, City of, California
470. Laguna Niguel, City of, California
471. Laguna Woods, City of, California
472. Lake, County of, California
473. Lake Elsinore, City of, California
474. Lake Forest, City of, California
475. Lakewood, City of, California
476. Lancaster, City of, California
477. Larkspur, City of, California
478. Lassen, County of, California
479. Lathrop, City of, California
480. Lawndale, City of, California
481. Lemon Grove, City of, California
482. Lemoore, City of, California
483. Lincoln, City of, California
484. Lindsay, City of, California
485. Livermore, City of, California
486. Livingston, City of, California
487. Lodi, City of, California
488. Loma Linda, City of, California
489. Lomita, City of, California
490. Lompoc, City of, California
491. Long Beach, City of, California
492. Los Alamitos, City of, California
493. Los Altos, City of, California
494. Los Angeles, City of, California
495. Los Angeles, County of, California
496. Los Banos, City of, California
497. Los Gatos, Town of, California
498. Lynwood, City of, California
499. Madera, City of, California
500. Madera, County of, California
501. Malibu, City of, California
502. Manhattan Beach, City of, California
503. Manteca, City of, California
504. Marin, County of, California
505. Marina, City of, California
407
FH11185097.1
506. Mariposa, County of, California
507. Martinez, City of, California
508. Marysville, City of, California
509. Maywood, City of, California
510. McFarland, City of, California
511. Mendocino, County of, California
512. Mendota, City of, California
513. Menifee, City of, California
514. Menlo Park, City of, California
515. Merced, City of, California
516. Merced, County of, California
517. Mill Valley, City of, California
518. Millbrae, City of, California
519. Milpitas, City of, California
520. Mission Viejo, City of, California
521. Modesto, City of, California
522. Mono, County of, California
523. Monrovia, City of, California
524. Montclair, City of, California
525. Montebello, City of, California
526. Monterey, City of, California
527. Monterey, County of, California
528. Monterey Park, City of, California
529. Moorpark, City of, California
530. Moraga, Town of, California
531. Moreno Valley, City of, California
532. Morgan Hill, City of, California
533. Morro Bay, City of, California
534. Mountain View, City of, California
535. Murrieta, City of, California
536. Napa, City of, California
537. Napa, County of, California
538. National City, City of, California
539. Nevada, County of, California
540. Newark, City of, California
541. Newman, City of, California
542. Newport Beach, City of, California
543. Norco, City of, California
544. Norwalk, City of, California
545. Novato, City of, California
546. Oakdale, City of, California
547. Oakland, City of, California
548. Oakley, City of, California
549. Oceanside, City of, California
550. Ontario, City of, California
551. Orange, City of, California
552. Orange, County of, California
553. Orange Cove, City of, California
554. Orinda, City of, California
555. Oroville, City of, California
556. Oxnard, City of, California
408
FH11185097.1
557. Pacific Grove, City of, California
558. Pacifica, City of, California
559. Palm Desert, City of, California
560. Palm Springs, City of, California
561. Palmdale, City of, California
562. Palo Alto, City of, California
563. Palos Verdes Estates, City of, California
564. Paramount, City of, California
565. Parlier, City of, California
566. Pasadena, City of, California
567. Patterson, City of, California
568. Perris, City of, California
569. Petaluma, City of, California
570. Pico Rivera, City of, California
571. Piedmont, City of, California
572. Pinole, City of, California
573. Pittsburg, City of, California
574. Placentia, City of, California
575. Placer, County of, California
576. Placerville, City of, California
577. Pleasant Hill, City of, California
578. Pleasanton, City of, California
579. Plumas, County of, California
580. Pomona, City of, California
581. Port Hueneme, City of, California
582. Porterville, City of, California
583. Poway, City of, California
584. Rancho Cordova, City of, California
585. Rancho Cucamonga, City of, California
586. Rancho Mirage, City of, California
587. Rancho Palos Verdes, City of, California
588. Rancho Santa Margarita, City of, California
589. Red Bluff, City of, California
590. Redding, City of, California
591. Redlands, City of, California
592. Redondo Beach, City of, California
593. Redwood City, City of, California
594. Reedley, City of, California
595. Rialto, City of, California
596. Richmond, City of, California
597. Ridgecrest, City of, California
598. Ripon, City of, California
599. Riverbank, City of, California
600. Riverside, City of, California
601. Riverside, County of, California
602. Rocklin, City of, California
603. Rohnert Park, City of, California
604. Rosemead, City of, California
605. Roseville, City of, California
606. Sacramento, City of, California
607. Sacramento, County of, California
409
FH11185097.1
608. Salinas, City of, California
609. San Anselmo, Town of, California
610. San Benito, County of, California
611. San Bernardino, City of, California
612. San Bernardino, County of, California
613. San Bruno, City of, California
614. San Buenaventura (Ventura), City of, California
615. San Carlos, City of, California
616. San Clemente, City of, California
617. San Diego, City of, California
618. San Diego, County of, California
619. San Dimas, City of, California
620. San Fernando, City of, California
621. San Francisco, City of/ County of, California
622. San Gabriel, City of, California
623. San Jacinto, City of, California
624. San Joaquin, County of, California
625. San Jose, City of, California
626. San Juan Capistrano, City of, California
627. San Leandro, City of, California
628. San Luis Obispo, City of, California
629. San Luis Obispo, County of, California
630. San Marcos, City of, California
631. San Marino, City of, California
632. San Mateo, City of, California
633. San Mateo, County of, California
634. San Pablo, City of, California
635. San Rafael, City of, California
636. San Ramon, City of, California
637. Sanger, City of, California
638. Santa Ana, City of, California
639. Santa Barbara, City of, California
640. Santa Barbara, County of, California
641. Santa Clara, City of, California
642. Santa Clara, County of, California
643. Santa Clarita, City of, California
644. Santa Cruz, City of, California
645. Santa Cruz, County of, California
646. Santa Fe Springs, City of, California
647. Santa Maria, City of, California
648. Santa Monica, City of, California
649. Santa Paula, City of, California
650. Santa Rosa, City of, California
651. Santee, City of, California
652. Saratoga, City of, California
653. Scotts Valley, City of, California
654. Seal Beach, City of, California
655. Seaside, City of, California
656. Selma, City of, California
657. Shafter, City of, California
658. Shasta, County of, California
410
FH11185097.1
659. Shasta Lake, City of, California
660. Sierra Madre, City of, California
661. Signal Hill, City of, California
662. Simi Valley, City of, California
663. Siskiyou, County of, California
664. Solana Beach, City of, California
665. Solano, County of, California
666. Soledad, City of, California
667. Sonoma, City of, California
668. Sonoma, County of, California
669. South El Monte, City of, California
670. South Gate, City of, California
671. South Lake Tahoe, City of, California
672. South Pasadena, City of, California
673. South San Francisco, City of, California
674. Stanislaus, County of, California
675. Stanton, City of, California
676. Stockton, City of, California
677. Suisun City, City of, California
678. Sunnyvale, City of, California
679. Susanville, City of, California
680. Sutter, County of, California
681. Tehachapi, City of, California
682. Tehama, County of, California
683. Temecula, City of, California
684. Temple City, City of, California
685. Thousand Oaks, City of, California
686. Torrance, City of, California
687. Tracy, City of, California
688. Trinity, County of, California
689. Truckee, Town of, California
690. Tulare, City of, California
691. Tulare, County of, California
692. Tuolumne, County of, California
693. Turlock, City of, California
694. Tustin, City of, California
695. Twentynine Palms, City of, California
696. Ukiah, City of, California
697. Union City, City of, California
698. Upland, City of, California
699. Vacaville, City of, California
700. Vallejo, City of, California
701. Ventura, County of, California
702. Victorville, City of, California
703. Visalia, City of, California
704. Vista, City of, California
705. Walnut, City of, California
706. Walnut Creek, City of, California
707. Wasco, City of, California
708. Watsonville, City of, California
709. West Covina, City of, California
411
FH11185097.1
710. West Hollywood, City of, California
711. West Sacramento, City of, California
712. Westminster, City of, California
713. Whittier, City of, California
714. Wildomar, City of, California
715. Windsor, Town of, California
716. Woodland, City of, California
717. Yolo, County of, California
718. Yorba Linda, City of, California
719. Yuba City, City of, California
720. Yuba, County of, California
721. Yucaipa, City of, California
722. Yucca Valley, Town of, California
723. Adams, County of, Colorado
724. Alamosa, County of, Colorado
725. Arapahoe, County of, Colorado
726. Archuleta, County of, Colorado
727. Arvada, City of, Colorado
728. Aurora, City of, Colorado
729. Boulder, City of, Colorado
730. Boulder, County of, Colorado
731. Brighton, City of, Colorado
732. Broomfield, City of/ County of, Colorado
733. Cañon City, City of, Colorado
734. Castle Pines, City of, Colorado
735. Castle Rock, Town of, Colorado
736. Centennial, City of, Colorado
737. Chaffee, County of, Colorado
738. Colorado Springs, City of, Colorado
739. Commerce City, City of, Colorado
740. Delta, County of, Colorado
741. Denver, City of/ County of, Colorado
742. Douglas, County of, Colorado
743. Durango, City of, Colorado
744. Eagle, County of, Colorado
745. El Paso, County of, Colorado
746. Elbert, County of, Colorado
747. Englewood, City of, Colorado
748. Erie, Town of, Colorado
749. Evans, City of, Colorado
750. Federal Heights, City of, Colorado
751. Firestone, Town of, Colorado
752. Fort Collins, City of, Colorado
753. Fort Morgan, City of, Colorado
754. Fountain, City of, Colorado
755. Frederick, Town of, Colorado
756. Fremont, County of, Colorado
757. Fruita, City of, Colorado
758. Garfield, County of, Colorado
759. Golden, City of, Colorado
760. Grand, County of, Colorado
412
FH11185097.1
761. Grand Junction, City of, Colorado
762. Greeley, City of, Colorado
763. Greenwood, Village of/ City of, Colorado
764. Gunnison, County of, Colorado
765. Jefferson, County of, Colorado
766. Johnstown, Town of, Colorado
767. La Plata, County of, Colorado
768. Lafayette, City of, Colorado
769. Lakewood, City of, Colorado
770. Larimer, County of, Colorado
771. Las Animas, County of, Colorado
772. Littleton, City of, Colorado
773. Logan, County of, Colorado
774. Lone Tree, City of, Colorado
775. Longmont, City of, Colorado
776. Louisville, City of, Colorado
777. Loveland, City of, Colorado
778. Mesa, County of, Colorado
779. Moffat, County of, Colorado
780. Montezuma, County of, Colorado
781. Montrose, City of, Colorado
782. Montrose, County of, Colorado
783. Morgan, County of, Colorado
784. Northglenn, City of, Colorado
785. Otero, County of, Colorado
786. Park, County of, Colorado
787. Parker, Town of, Colorado
788. Pitkin, County of, Colorado
789. Prowers, County of, Colorado
790. Pueblo, City of, Colorado
791. Pueblo, County of, Colorado
792. Rio Grande, County of, Colorado
793. Routt, County of, Colorado
794. Steamboat Springs, City of, Colorado
795. Sterling, City of, Colorado
796. Summit, County of, Colorado
797. Superior, Town of, Colorado
798. Teller, County of, Colorado
799. Thornton, City of, Colorado
800. Weld, County of, Colorado
801. Wellington, Town of, Colorado
802. Westminster, City of, Colorado
803. Wheat Ridge, City of, Colorado
804. Windsor, Town of, Colorado
805. Yuma, County of, Colorado
806. Ansonia, Town of/ City of, Connecticut
807. Avon, Town of, Connecticut
808. Berlin, Town of, Connecticut
809. Bethel, Town of, Connecticut
810. Bloomfield, Town of, Connecticut
811. Branford, Town of, Connecticut
413
FH11185097.1
812. Bridgeport, Town of/ City of, Connecticut
813. Bristol, City of/ Town of, Connecticut
814. Brookfield, Town of, Connecticut
815. Canton, Town of, Connecticut
816. Cheshire, Town of, Connecticut
817. Clinton, Town of, Connecticut
818. Colchester, Town of, Connecticut
819. Coventry, Town of, Connecticut
820. Cromwell, Town of, Connecticut
821. Danbury, City of/ Town of, Connecticut
822. Darien, Town of, Connecticut
823. Derby, City of/ Town of, Connecticut
824. East Hampton, Town of, Connecticut
825. East Hartford, Town of, Connecticut
826. East Haven, Town of, Connecticut
827. East Lyme, Town of, Connecticut
828. East Windsor, Town of, Connecticut
829. Ellington, Town of, Connecticut
830. Enfield, Town of, Connecticut
831. Fairfield, Town of, Connecticut
832. Farmington, Town of, Connecticut
833. Glastonbury, Town of, Connecticut
834. Granby, Town of, Connecticut
835. Greenwich, Town of, Connecticut
836. Griswold, Town of, Connecticut
837. Groton, Town of, Connecticut
838. Guilford, Town of, Connecticut
839. Hamden, Town of, Connecticut
840. Hartford, City of/ Town of, Connecticut
841. Killingly, Town of, Connecticut
842. Ledyard, Town of, Connecticut
843. Madison, Town of, Connecticut
844. Manchester, Town of, Connecticut
845. Mansfield, Town of, Connecticut
846. Meriden, City of/ Town of, Connecticut
847. Middletown, City of/ Town of, Connecticut
848. Milford, City of, Connecticut
849. Milford, Town of, Connecticut
850. Monroe, Town of, Connecticut
851. Montville, Town of, Connecticut
852. Naugatuck, Borough of/ Town of, Connecticut
853. New Britain, Town of/ City of, Connecticut
854. New Canaan, Town of, Connecticut
855. New Fairfield, Town of, Connecticut
856. New Haven, Town of/ City of, Connecticut
857. New London, City of/ Town of, Connecticut
858. New Milford, Town of, Connecticut
859. Newington, Town of, Connecticut
860. Newtown, Town of, Connecticut
861. North Branford, Town of, Connecticut
862. North Haven, Town of, Connecticut
414
FH11185097.1
863. Norwalk, City of/ Town of, Connecticut
864. Norwich, City of/ Town of, Connecticut
865. Old Saybrook, Town of, Connecticut
866. Orange, Town of, Connecticut
867. Oxford, Town of, Connecticut
868. Plainfield, Town of, Connecticut
869. Plainville, Town of, Connecticut
870. Plymouth, Town of, Connecticut
871. Ridgefield, Town of, Connecticut
872. Rocky Hill, Town of, Connecticut
873. Seymour, Town of, Connecticut
874. Shelton, City of/ Town of, Connecticut
875. Simsbury, Town of, Connecticut
876. Somers, Town of, Connecticut
877. South Windsor, Town of, Connecticut
878. Southbury, Town of, Connecticut
879. Southington, Town of, Connecticut
880. Stafford, Town of, Connecticut
881. Stamford, City of/ Town of, Connecticut
882. Stonington, Town of, Connecticut
883. Stratford, Town of, Connecticut
884. Suffield, Town of, Connecticut
885. Tolland, Town of, Connecticut
886. Torrington, City of/ Town of, Connecticut
887. Trumbull, Town of, Connecticut
888. Vernon, Town of, Connecticut
889. Wallingford, Town of, Connecticut
890. Waterbury, City of/ Town of, Connecticut
891. Waterford, Town of, Connecticut
892. Watertown, Town of, Connecticut
893. West Hartford, Town of, Connecticut
894. West Haven, City of/ Town of, Connecticut
895. Weston, Town of, Connecticut
896. Westport, Town of, Connecticut
897. Wethersfield, Town of, Connecticut
898. Wilton, Town of, Connecticut
899. Winchester, Town of, Connecticut
900. Windham, Town of, Connecticut
901. Windsor Locks, Town of, Connecticut
902. Windsor, Town of, Connecticut
903. Wolcott, Town of, Connecticut
904. Dover, City of, Delaware
905. Kent, County of, Delaware
906. Middletown, Town of, Delaware
907. Milford, City of, Delaware
908. New Castle, County of, Delaware
909. Newark, City of, Delaware
910. Smyrna, Town of, Delaware
911. Sussex, County of, Delaware
912. Wilmington, City of, Delaware
913. Acworth, City of, Georgia
415
FH11185097.1
914. Albany, City of, Georgia
915. Alpharetta, City of, Georgia
916. Americus, City of, Georgia
917. Appling, County of, Georgia
918. Athens-Clarke County, Unified Government of, Georgia 919. Atlanta, City of, Georgia
920. Augusta-Richmond County, Consolidated Government of, Georgia 921. Bacon, County of, Georgia
922. Bainbridge, City of, Georgia
923. Baldwin, County of, Georgia
924. Banks, County of, Georgia
925. Barrow, County of, Georgia
926. Bartow, County of, Georgia
927. Ben Hill, County of, Georgia
928. Berrien, County of, Georgia
929. Bleckley, County of, Georgia
930. Brantley, County of, Georgia
931. Braselton, Town of, Georgia
932. Brookhaven, City of, Georgia
933. Brooks, County of, Georgia
934. Brunswick, City of, Georgia
935. Bryan, County of, Georgia
936. Buford, City of, Georgia
937. Bulloch, County of, Georgia
938. Burke, County of, Georgia
939. Butts, County of, Georgia
940. Calhoun, City of, Georgia
941. Camden, County of, Georgia
942. Candler, County of, Georgia
943. Canton, City of, Georgia
944. Carroll, County of, Georgia
945. Carrollton, City of, Georgia
946. Cartersville, City of, Georgia
947. Catoosa, County of, Georgia
948. Chamblee, City of, Georgia
949. Charlton, County of, Georgia
950. Chatham, County of, Georgia
951. Chattooga, County of, Georgia
952. Cherokee, County of, Georgia
953. Clarkston, City of, Georgia
954. Clayton, County of, Georgia
955. Cobb, County of, Georgia
956. Coffee, County of, Georgia
957. College Park, City of, Georgia
958. Colquitt, County of, Georgia
959. Columbia, County of, Georgia
960. Columbus, City of, Georgia
961. Columbus, City of/ Muscogee, County of, Georgia
962. Conyers, City of, Georgia
963. Cook, County of, Georgia
964. Cordele, City of, Georgia
416
FH11185097.1
965. Covington, City of, Georgia
966. Coweta, County of, Georgia
967. Crawford, County of, Georgia
968. Crisp, County of, Georgia
969. Cusseta-Chattahoochee County, Unified Government of, Georgia 970. Dade, County of, Georgia
971. Dallas, City of, Georgia
972. Dalton, City of, Georgia
973. Dawson, County of, Georgia
974. Decatur, City of, Georgia
975. Decatur, County of, Georgia
976. DeKalb, County of, Georgia
977. Dodge, County of, Georgia
978. Dooly, County of, Georgia
979. Doraville, City of, Georgia
980. Dougherty, County of, Georgia
981. Douglas, City of, Georgia
982. Douglas, County of, Georgia
983. Douglasville, City of, Georgia
984. Dublin, City of, Georgia
985. Duluth, City of, Georgia
986. Dunwoody, City of, Georgia
987. Early, County of, Georgia
988. East Point, City of, Georgia
989. Effingham, County of, Georgia
990. Elbert, County of, Georgia
991. Emanuel, County of, Georgia
992. Evans, County of, Georgia
993. Fairburn, City of, Georgia
994. Fannin, County of, Georgia
995. Fayette, County of, Georgia
996. Fayetteville, City of, Georgia
997. Floyd, County of, Georgia
998. Forest Park, City of, Georgia
999. Forsyth, County of, Georgia
1000. Franklin, County of, Georgia
1001. Fulton, County of, Georgia
1002. Gainesville, City of, Georgia
1003. Gilmer, County of, Georgia
1004. Glynn, County of, Georgia
1005. Gordon, County of, Georgia
1006. Grady, County of, Georgia
1007. Greene, County of, Georgia
1008. Griffin, City of, Georgia
1009. Grovetown, City of, Georgia
1010. Gwinnett, County of, Georgia
1011. Habersham, County of, Georgia
1012. Hall, County of, Georgia
1013. Haralson, County of, Georgia
1014. Harris, County of, Georgia
1015. Hart, County of, Georgia
417
FH11185097.1
1016. Heard, County of, Georgia
1017. Henry, County of, Georgia
1018. Hinesville, City of, Georgia
1019. Holly Springs, City of, Georgia
1020. Houston, County of, Georgia
1021. Jackson, County of, Georgia
1022. Jasper, County of, Georgia
1023. Jeff Davis, County of, Georgia
1024. Jefferson, City of, Georgia
1025. Jefferson, County of, Georgia
1026. Johns Creek, City of, Georgia
1027. Jones, County of, Georgia
1028. Kennesaw, City of, Georgia
1029. Kingsland, City of, Georgia
1030. LaGrange, City of, Georgia
1031. Lamar, County of, Georgia
1032. Lanier, County of, Georgia
1033. Laurens, County of, Georgia
1034. Lawrenceville, City of, Georgia
1035. Lee, County of, Georgia
1036. Liberty, County of, Georgia
1037. Lilburn, City of, Georgia
1038. Loganville, City of, Georgia
1039. Long, County of, Georgia
1040. Lowndes, County of, Georgia
1041. Lumpkin, County of, Georgia
1042. Macon, County of, Georgia
1043. Macon-Bibb, County of, Georgia
1044. Madison, County of, Georgia
1045. Marietta, City of, Georgia
1046. McDonough, City of, Georgia
1047. McDuffie, County of, Georgia
1048. McIntosh, County of, Georgia
1049. Meriwether, County of, Georgia
1050. Milledgeville, City of, Georgia
1051. Milton, City of, Georgia
1052. Mitchell, County of, Georgia
1053. Monroe, City of, Georgia
1054. Monroe, County of, Georgia
1055. Morgan, County of, Georgia
1056. Moultrie, City of, Georgia
1057. Murray, County of, Georgia
1058. Newnan, City of, Georgia
1059. Newton, County of, Georgia
1060. Norcross, City of, Georgia
1061. Oconee, County of, Georgia
1062. Oglethorpe, County of, Georgia
1063. Paulding, County of, Georgia
1064. Peach, County of, Georgia
1065. Peachtree City, City of, Georgia
1066. Peachtree Corners, City of, Georgia
418
FH11185097.1
1067. Perry, City of, Georgia
1068. Pickens, County of, Georgia
1069. Pierce, County of, Georgia
1070. Pike, County of, Georgia
1071. Polk, County of, Georgia
1072. Pooler, City of, Georgia
1073. Powder Springs, City of, Georgia
1074. Pulaski, County of, Georgia
1075. Putnam, County of, Georgia
1076. Rabun, County of, Georgia
1077. Richmond Hill, City of, Georgia
1078. Rincon, City of, Georgia
1079. Riverdale, City of, Georgia
1080. Rockdale, County of, Georgia
1081. Rome, City of, Georgia
1082. Roswell, City of, Georgia
1083. Sandy Springs, City of, Georgia
1084. Savannah, City of, Georgia
1085. Screven, County of, Georgia
1086. Smyrna, City of, Georgia
1087. Snellville, City of, Georgia
1088. South Fulton, City of, Georgia
1089. Spalding, County of, Georgia
1090. St. Marys, City of, Georgia
1091. Statesboro, City of, Georgia
1092. Stephens, County of, Georgia
1093. Stockbridge, City of, Georgia
1094. Stonecrest, City of, Georgia
1095. Sugar Hill, City of, Georgia
1096. Sumter, County of, Georgia
1097. Suwanee, City of, Georgia
1098. Tattnall, County of, Georgia
1099. Telfair, County of, Georgia
1100. Thomas, County of, Georgia
1101. Thomasville, City of, Georgia
1102. Tift, County of, Georgia
1103. Tifton, City of, Georgia
1104. Toombs, County of, Georgia
1105. Towns, County of, Georgia
1106. Troup, County of, Georgia
1107. Tucker, City of, Georgia
1108. Union City, City of, Georgia
1109. Union, County of, Georgia
1110. Upson, County of, Georgia
1111. Valdosta, City of, Georgia
1112. Vidalia, City of, Georgia
1113. Villa Rica, City of, Georgia
1114. Walker, County of, Georgia
1115. Walton, County of, Georgia
1116. Ware, County of, Georgia
1117. Warner Robins, City of, Georgia
419
FH11185097.1
1118. Washington, County of, Georgia
1119. Waycross, City of, Georgia
1120. Wayne, County of, Georgia
1121. White, County of, Georgia
1122. Whitfield, County of, Georgia
1123. Winder, City of, Georgia
1124. Woodstock, City of, Georgia
1125. Worth, County of, Georgia
1126. Hawaii, County of, Hawaii
1127. Honolulu, County of/ City of, Hawaii
1128. Kauai, County of, Hawaii
1129. Maui, County of, Hawaii
1130. Ada, County of, Idaho
1131. Ammon, City of, Idaho
1132. Bannock, County of, Idaho
1133. Bingham, County of, Idaho
1134. Blackfoot, City of, Idaho
1135. Blaine, County of, Idaho
1136. Boise City, City of, Idaho
1137. Bonner, County of, Idaho
1138. Bonneville, County of, Idaho
1139. Boundary, County of, Idaho
1140. Burley, City of, Idaho
1141. Caldwell, City of, Idaho
1142. Canyon, County of, Idaho
1143. Cassia, County of, Idaho
1144. Chubbuck, City of, Idaho
1145. Coeur d'Alene, City of, Idaho
1146. Eagle, City of, Idaho
1147. Elmore, County of, Idaho
1148. Franklin, County of, Idaho
1149. Fremont, County of, Idaho
1150. Garden City, City of, Idaho
1151. Gem, County of, Idaho
1152. Gooding, County of, Idaho
1153. Hayden, City of, Idaho
1154. Idaho, County of, Idaho
1155. Idaho Falls, City of, Idaho
1156. Jefferson, County of, Idaho
1157. Jerome, City of, Idaho
1158. Jerome, County of, Idaho
1159. Kootenai, County of, Idaho
1160. Kuna, City of, Idaho
1161. Latah, County of, Idaho
1162. Lewiston, City of, Idaho
1163. Madison, County of, Idaho
1164. Meridian, City of, Idaho
1165. Minidoka, County of, Idaho
1166. Moscow, City of, Idaho
1167. Mountain Home, City of, Idaho
1168. Nampa, City of, Idaho
420
FH11185097.1
1169. Nez Perce, County of, Idaho
1170. Owyhee, County of, Idaho
1171. Payette, County of, Idaho
1172. Pocatello, City of, Idaho
1173. Post Falls, City of, Idaho
1174. Rexburg, City of, Idaho
1175. Shoshone, County of, Idaho
1176. Star, City of, Idaho
1177. Teton, County of, Idaho
1178. Twin Falls, City of, Idaho
1179. Twin Falls, County of, Idaho
1180. Valley, County of, Idaho
1181. Washington, County of, Idaho
1182. Adams, County of, Illinois
1183. Addison Township, Illinois
1184. Addison, Village of, Illinois
1185. Algonquin Township, Illinois
1186. Algonquin, Village of, Illinois
1187. Alsip, Village of, Illinois
1188. Alton, City of, Illinois
1189. Alton Township, Illinois
1190. Antioch Township, Illinois
1191. Antioch, Village of, Illinois
1192. Arlington Heights, Village of, Illinois
1193. Aurora, City of, Illinois
1194. Aurora Township, Illinois
1195. Aux Sable Township, Illinois
1196. Avon Township, Illinois
1197. Barrington Township, Illinois
1198. Barrington, Village of, Illinois
1199. Bartlett, Village of, Illinois
1200. Batavia, City of, Illinois
1201. Batavia Township, Illinois
1202. Beach Park, Village of, Illinois
1203. Belleville, City of, Illinois
1204. Bellwood, Village of, Illinois
1205. Belvidere, City of, Illinois
1206. Belvidere Township, Illinois
1207. Bensenville, Village of, Illinois
1208. Benton Township, Illinois
1209. Berwyn, City of, Illinois
1210. Berwyn Township, Illinois
1211. Blackberry Township, Illinois
1212. Bloom Township, Illinois
1213. Bloomingdale Township, Illinois
1214. Bloomingdale, Village of, Illinois
1215. Bloomington, City of, Illinois
1216. Bloomington City Township, Illinois
1217. Blue Island, City of, Illinois
1218. Bolingbrook, Village of, Illinois
1219. Bond, County of, Illinois
421
FH11185097.1
1220. Boone, County of, Illinois
1221. Bourbonnais Township, Illinois
1222. Bourbonnais, Village of, Illinois
1223. Bradley, Village of, Illinois
1224. Bremen Township, Illinois
1225. Bridgeview, Village of, Illinois
1226. Bristol Township, Illinois
1227. Brookfield, Village of, Illinois
1228. Bruce Township, Illinois
1229. Buffalo Grove, Village of, Illinois
1230. Burbank, City of, Illinois
1231. Bureau, County of, Illinois
1232. Burr Ridge, Village of, Illinois
1233. Cahokia, Village of, Illinois
1234. Calumet City, City of, Illinois
1235. Calumet Township, Illinois
1236. Campton Hills, Village of, Illinois
1237. Campton Township, Illinois
1238. Canton, City of, Illinois
1239. Canton Township, Illinois
1240. Capital Township, Illinois
1241. Carbondale, City of, Illinois
1242. Carbondale Township, Illinois
1243. Carol Stream, Village of, Illinois
1244. Carpentersville, Village of, Illinois
1245. Carroll, County of, Illinois
1246. Cary, Village of, Illinois
1247. Caseyville Township, Illinois
1248. Cass, County of, Illinois
1249. Centralia, City of, Illinois
1250. Centralia Township, Illinois
1251. Centreville Township, Illinois
1252. Champaign, City of, Illinois
1253. Champaign City Township, Illinois
1254. Champaign, County of, Illinois
1255. Champaign Township, Illinois
1256. Channahon Township, Illinois
1257. Channahon, Village of, Illinois
1258. Charleston, City of, Illinois
1259. Charleston Township, Illinois
1260. Chatham, Village of, Illinois
1261. Cherry Valley Township, Illinois
1262. Chicago, City of, Illinois
1263. Chicago Heights, City of, Illinois
1264. Chicago Ridge, Village of, Illinois
1265. Christian, County of, Illinois
1266. Cicero, Town of/ Township of, Illinois
1267. Clark, County of, Illinois
1268. Clay, County of, Illinois
1269. Clinton, County of, Illinois
1270. Coles, County of, Illinois
422
FH11185097.1
1271. Collinsville, City of, Illinois
1272. Collinsville Township, Illinois
1273. Coloma Township, Illinois
1274. Columbia, City of, Illinois
1275. Cook, County of, Illinois
1276. Cortland Township, Illinois
1277. Country Club Hills, City of, Illinois
1278. Crawford, County of, Illinois
1279. Crest Hill, City of, Illinois
1280. Crestwood, Village of, Illinois
1281. Crete Township, Illinois
1282. Crystal Lake, City of, Illinois
1283. Cuba Township, Illinois
1284. Cumberland, County of, Illinois
1285. Cunningham Township, Illinois
1286. Danville, City of, Illinois
1287. Danville Township, Illinois
1288. Darien, City of, Illinois
1289. De Witt, County of, Illinois
1290. Decatur, City of, Illinois
1291. Decatur Township, Illinois
1292. Deerfield, Village of, Illinois
1293. DeKalb, City of, Illinois
1294. DeKalb, County of, Illinois
1295. DeKalb Township, Illinois
1296. Des Plaines, City of, Illinois
1297. Dixon, City of, Illinois
1298. Dixon Township, Illinois
1299. Dolton, Village of, Illinois
1300. Dorr Township, Illinois
1301. Douglas, County of, Illinois
1302. Douglas Township, Illinois
1303. Downers Grove Township, Illinois
1304. Downers Grove, Village of, Illinois
1305. Du Page Township, Illinois
1306. Dundee Township, Illinois
1307. DuPage, County of, Illinois
1308. East Moline, City of, Illinois
1309. East Peoria, City of, Illinois
1310. East St. Louis, City of, Illinois
1311. East St. Louis Township, Illinois
1312. Edgar, County of, Illinois
1313. Edwardsville, City of, Illinois
1314. Edwardsville Township, Illinois
1315. Effingham, City of, Illinois
1316. Effingham, County of, Illinois
1317. Ela Township, Illinois
1318. Elgin, City of, Illinois
1319. Elgin Township, Illinois
1320. Elk Grove Township, Illinois
1321. Elk Grove Village, Village of, Illinois
423
FH11185097.1
1322. Elmhurst, City of, Illinois
1323. Elmwood Park, Village of, Illinois
1324. Evanston, City of, Illinois
1325. Evergreen Park, Village of, Illinois
1326. Fairview Heights, City of, Illinois
1327. Fayette, County of, Illinois
1328. Flagg Township, Illinois
1329. Fondulac Township, Illinois
1330. Ford, County of, Illinois
1331. Forest Park, Village of, Illinois
1332. Fox Lake, Village of, Illinois
1333. Frankfort Township, Illinois
1334. Frankfort, Village of, Illinois
1335. Franklin, County of, Illinois
1336. Franklin Park, Village of, Illinois
1337. Freeport, City of, Illinois
1338. Freeport Township, Illinois
1339. Fremont Township, Illinois
1340. Fulton, County of, Illinois
1341. Galesburg, City of, Illinois
1342. Galesburg City Township, Illinois
1343. Geneva, City of, Illinois
1344. Geneva Township, Illinois
1345. Glen Carbon, Village of, Illinois
1346. Glen Ellyn, Village of, Illinois
1347. Glendale Heights, Village of, Illinois
1348. Glenview, Village of, Illinois
1349. Godfrey Township, Illinois
1350. Godfrey, Village of, Illinois
1351. Grafton Township, Illinois
1352. Granite City, City of, Illinois
1353. Granite City Township, Illinois
1354. Grant Township, Illinois
1355. Grayslake, Village of, Illinois
1356. Greene, County of, Illinois
1357. Greenwood Township, Illinois
1358. Groveland Township, Illinois
1359. Grundy, County of, Illinois
1360. Gurnee, Village of, Illinois
1361. Hampton Township, Illinois
1362. Hancock, County of, Illinois
1363. Hanover Park, Village of, Illinois
1364. Hanover Township, Illinois
1365. Harlem Township, Illinois
1366. Harrisburg Township, Illinois
1367. Harvey, City of, Illinois
1368. Hazel Crest, Village of, Illinois
1369. Henry, County of, Illinois
1370. Herrin, City of, Illinois
1371. Hickory Hills, City of, Illinois
1372. Hickory Point Township, Illinois
424
FH11185097.1
1373. Highland Park, City of, Illinois
1374. Hinsdale, Village of, Illinois
1375. Hoffman Estates, Village of, Illinois
1376. Homer Glen, Village of, Illinois
1377. Homer Township, Illinois
1378. Homewood, Village of, Illinois
1379. Huntley, Village of, Illinois
1380. Iroquois, County of, Illinois
1381. Jackson, County of, Illinois
1382. Jacksonville, City of, Illinois
1383. Jarvis Township, Illinois
1384. Jefferson, County of, Illinois
1385. Jersey, County of, Illinois
1386. Jo Daviess, County of, Illinois
1387. Johnson, County of, Illinois
1388. Joliet, City of, Illinois
1389. Joliet Township, Illinois
1390. Justice, Village of, Illinois
1391. Kane, County of, Illinois
1392. Kankakee, City of, Illinois
1393. Kankakee, County of, Illinois
1394. Kankakee Township, Illinois
1395. Kendall, County of, Illinois
1396. Kewanee, City of, Illinois
1397. Knox, County of, Illinois
1398. La Grange Park, Village of, Illinois
1399. La Grange, Village of, Illinois
1400. Lake, County of, Illinois
1401. Lake Forest, City of, Illinois
1402. Lake in the Hills, Village of, Illinois
1403. Lake Villa Township, Illinois
1404. Lake Zurich, Village of, Illinois
1405. Lansing, Village of, Illinois
1406. LaSalle, County of, Illinois
1407. LaSalle Township, Illinois
1408. Lawrence, County of, Illinois
1409. Lee, County of, Illinois
1410. Lemont Township, Illinois
1411. Lemont, Village of, Illinois
1412. Leyden Township, Illinois
1413. Libertyville Township, Illinois
1414. Libertyville, Village of, Illinois
1415. Limestone Township, Illinois
1416. Lincoln, City of, Illinois
1417. Lincolnwood, Village of, Illinois
1418. Lindenhurst, Village of, Illinois
1419. Lisle Township, Illinois
1420. Lisle, Village of, Illinois
1421. Little Rock Township, Illinois
1422. Livingston, County of, Illinois
1423. Lockport, City of, Illinois
425
FH11185097.1
1424. Lockport Township, Illinois
1425. Logan, County of, Illinois
1426. Lombard, Village of, Illinois
1427. Long Creek Township, Illinois
1428. Loves Park, City of, Illinois
1429. Lyons Township, Illinois
1430. Lyons, Village of, Illinois
1431. Machesney Park, Village of, Illinois
1432. Macomb, City of, Illinois
1433. Macomb City Township, Illinois
1434. Macon, County of, Illinois
1435. Macoupin, County of, Illinois
1436. Madison, County of, Illinois
1437. Mahomet Township, Illinois
1438. Maine Township, Illinois
1439. Manhattan Township, Illinois
1440. Manteno Township, Illinois
1441. Marion, City of, Illinois
1442. Marion, County of, Illinois
1443. Markham, City of, Illinois
1444. Marshall, County of, Illinois
1445. Mason, County of, Illinois
1446. Massac, County of, Illinois
1447. Matteson, Village of, Illinois
1448. Mattoon, City of, Illinois
1449. Mattoon, Township of, Illinois
1450. Maywood, Village of, Illinois
1451. McDonough, County of, Illinois
1452. McHenry, City of, Illinois
1453. McHenry, County of, Illinois
1454. McHenry, Township of, Illinois
1455. McLean, County of, Illinois
1456. Medina, Township of, Illinois
1457. Melrose Park, Village of, Illinois
1458. Menard, County of, Illinois
1459. Mercer, County of, Illinois
1460. Midlothian, Village of, Illinois
1461. Milton Township, Illinois
1462. Minooka, Village of, Illinois
1463. Mokena, Village of, Illinois
1464. Moline, City of, Illinois
1465. Moline, Township of, Illinois
1466. Monee, Township of, Illinois
1467. Monroe, County of, Illinois
1468. Montgomery, County of, Illinois
1469. Montgomery, Village of, Illinois
1470. Moraine, Township of, Illinois
1471. Morgan, County of, Illinois
1472. Morris, City of, Illinois
1473. Morton Grove, Village of, Illinois
1474. Morton, Township of, Illinois
426
FH11185097.1
1475. Morton, Village of, Illinois
1476. Moultrie, County of, Illinois
1477. Mount Prospect, Village of, Illinois
1478. Mount Vernon, City of, Illinois
1479. Mount Vernon, Township of, Illinois
1480. Mundelein, Village of, Illinois
1481. Nameoki, Township of, Illinois
1482. Naperville, City of, Illinois
1483. Naperville, Township of, Illinois
1484. New Lenox, Township of, Illinois
1485. New Lenox, Village of, Illinois
1486. New Trier, Township of, Illinois
1487. Newell, Township of, Illinois
1488. Niles, Township of, Illinois
1489. Niles, Village of, Illinois
1490. Normal, Town of, Illinois
1491. Normal, Township of, Illinois
1492. Norridge, Village of, Illinois
1493. North Aurora, Village of, Illinois
1494. North Chicago, City of, Illinois
1495. Northbrook, Village of, Illinois
1496. Northfield, Township of, Illinois
1497. Northlake, City of, Illinois
1498. Norwood Park, Township of, Illinois
1499. Nunda, Township of, Illinois
1500. Oak Forest, City of, Illinois
1501. Oak Lawn, Village of, Illinois
1502. Oak Park, Township of, Illinois
1503. Oak Park, Village of, Illinois
1504. O'Fallon, City of, Illinois
1505. O'Fallon, Township of, Illinois
1506. Ogle, County of, Illinois
1507. Orland Park, Village of, Illinois
1508. Orland, Township of, Illinois
1509. Oswego, Township of, Illinois
1510. Oswego, Village of, Illinois
1511. Ottawa, City of, Illinois
1512. Ottawa, Township of, Illinois
1513. Palatine, Township of, Illinois
1514. Palatine, Village of, Illinois
1515. Palos Heights, City of, Illinois
1516. Palos Hills, City of, Illinois
1517. Palos, Township of, Illinois
1518. Park Forest, Village of, Illinois
1519. Park Ridge, City of, Illinois
1520. Pekin, City of, Illinois
1521. Pekin, Township of, Illinois
1522. Peoria, City of, Illinois
1523. Peoria City Township, Illinois
1524. Peoria, County of, Illinois
1525. Perry, County of, Illinois
427
FH11185097.1
1526. Peru, Township of, Illinois
1527. Piatt, County of, Illinois
1528. Pike, County of, Illinois
1529. Plainfield, Township of, Illinois
1530. Plainfield, Village of, Illinois
1531. Plano, City of, Illinois
1532. Pontiac, City of, Illinois
1533. Pontiac, Township of, Illinois
1534. Prospect Heights, City of, Illinois
1535. Proviso, Township of, Illinois
1536. Quincy, City of, Illinois
1537. Quincy, Township of, Illinois
1538. Randolph, County of, Illinois
1539. Rantoul, Township of,Illinois
1540. Rantoul, Village of, Illinois
1541. Rich, Township of, Illinois
1542. Richland, County of, Illinois
1543. Richton Park, Village of, Illinois
1544. River Forest, Township of, Illinois
1545. River Forest, Village of, Illinois
1546. Riverdale, Village of, Illinois
1547. Riverside, Township of, Illinois
1548. Rock Island, City of, Illinois
1549. Rock Island, County of, Illinois
1550. Rock Island, Township of, Illinois
1551. Rockford, City of, Illinois
1552. Rockford, Township of, Illinois
1553. Rockton, Township of, Illinois
1554. Rolling Meadows, City of, Illinois
1555. Romeoville, Village of, Illinois
1556. Roscoe, Township of, Illinois
1557. Roscoe, Village of, Illinois
1558. Roselle, Village of, Illinois
1559. Round Lake Beach, Village of, Illinois
1560. Round Lake, Village of, Illinois
1561. Rutland, Township of, Illinois
1562. Saline, County of, Illinois
1563. Sangamon, County of, Illinois
1564. Sauk Village, Village of, Illinois
1565. Schaumburg, Township of, Illinois
1566. Schaumburg, Village of, Illinois
1567. Schiller Park, Village of, Illinois
1568. Shelby, County of, Illinois
1569. Shields, Township of, Illinois
1570. Shiloh Valley, Township of, Illinois
1571. Shiloh, Village of, Illinois
1572. Shorewood, Village of, Illinois
1573. Skokie, Village of, Illinois
1574. South Elgin, Village of, Illinois
1575. South Holland, Village of, Illinois
1576. South Moline, Township of, Illinois
428
FH11185097.1
1577. South Rock Island, Township of, Illinois
1578. Springfield, City of, Illinois
1579. St. Charles, City of, Illinois
1580. St. Charles, Township of, Illinois
1581. St. Clair, County of, Illinois
1582. St. Clair, Township of, Illinois
1583. Stephenson, County of, Illinois
1584. Sterling, City of, Illinois
1585. Sterling, Township of, Illinois
1586. Stickney, Township of, Illinois
1587. Streamwood, Village of, Illinois
1588. Streator, City of, Illinois
1589. Sugar Grove, Township of, Illinois
1590. Summit, Village of, Illinois
1591. Swansea, Village of, Illinois
1592. Sycamore, City of, Illinois
1593. Sycamore, Township of, Illinois
1594. Taylorville, City of, Illinois
1595. Taylorville, Township of, Illinois
1596. Tazewell, County of, Illinois
1597. Thornton, Township of, Illinois
1598. Tinley Park, Village of, Illinois
1599. Troy, City of, Illinois
1600. Troy, Township of, Illinois
1601. Union, County of, Illinois
1602. Urbana, City of, Illinois
1603. Vermilion, County of, Illinois
1604. Vernon Hills, Village of, Illinois
1605. Vernon, Township of, Illinois
1606. Villa Park, Village of, Illinois
1607. Wabash, County of, Illinois
1608. Warren, County of, Illinois
1609. Warren, Township of, Illinois
1610. Warrenville, City of, Illinois
1611. Washington, City of, Illinois
1612. Washington, County of, Illinois
1613. Washington, Township of, Illinois
1614. Waterloo, City of, Illinois
1615. Wauconda, Township of, Illinois
1616. Wauconda, Village of, Illinois
1617. Waukegan, City of, Illinois
1618. Waukegan, Township of, Illinois
1619. Wayne, County of, Illinois
1620. Wayne, Township of, Illinois
1621. West Chicago, City of, Illinois
1622. West Deerfield, Township of, Illinois
1623. Westchester, Village of, Illinois
1624. Western Springs, Village of, Illinois
1625. Westmont, Village of, Illinois
1626. Wheatland, Township of, Illinois
1627. Wheaton, City of, Illinois
429
FH11185097.1
1628. Wheeling, Township of, Illinois
1629. Wheeling, Village of, Illinois
1630. White, County of, Illinois
1631. Whiteside, County of, Illinois
1632. Will, County of, Illinois
1633. Williamson, County of, Illinois
1634. Wilmette, Village of, Illinois
1635. Winfield, Township of, Illinois
1636. Winnebago, County of, Illinois
1637. Winnetka, Village of, Illinois
1638. Wood Dale, City of, Illinois
1639. Wood River, City of, Illinois
1640. Wood River, Township of, Illinois
1641. Woodford, County of, Illinois
1642. Woodridge, Village of, Illinois
1643. Woodside, Township of, Illinois
1644. Woodstock, City of, Illinois
1645. Worth, Township of, Illinois
1646. Worth, Village of, Illinois
1647. York, Township of, Illinois
1648. Yorkville, City of, Illinois
1649. Zion, City of, Illinois
1650. Zion, Township of, Illinois
1651. Aboite, Township of, Indiana
1652. Adams, County of, Indiana
1653. Adams, Township of, Indiana
1654. Addison, Township of, Indiana
1655. Allen, County of, Indiana
1656. Anderson, City of, Indiana
1657. Anderson, Township of, Indiana
1658. Auburn, City of, Indiana
1659. Avon, Town of, Indiana
1660. Bainbridge, Township of, Indiana
1661. Bartholomew, County of, Indiana
1662. Baugo, Township of, Indiana
1663. Bedford, City of, Indiana
1664. Beech Grove, City of, Indiana
1665. Blackford, County of, Indiana
1666. Bloomington, City of, Indiana
1667. Bloomington, Township of, Indiana
1668. Bluffton, City of, Indiana
1669. Boon, Township of, Indiana
1670. Boone, County of, Indiana
1671. Brown, County of, Indiana
1672. Brown, Township of, Indiana
1673. Brownsburg, Town of, Indiana
1674. Calumet, Township of, Indiana
1675. Carmel, City of, Indiana
1676. Carroll, County of, Indiana
1677. Cass, County of, Indiana
1678. Cedar Creek, Township of, Indiana
430
FH11185097.1
1679. Cedar Lake, Town of, Indiana
1680. Center, Township of, Indiana
1681. Centre, Township of, Indiana
1682. Charlestown, Township of, Indiana
1683. Chesterton, Town of, Indiana
1684. Clark, County of, Indiana
1685. Clarksville, Town of, Indiana
1686. Clay, County of, Indiana
1687. Clay, Township of, Indiana
1688. Cleveland, Township of, Indiana
1689. Clinton, County of, Indiana
1690. Columbia, Township of, Indiana
1691. Columbus, City of, Indiana
1692. Columbus, Township of, Indiana
1693. Concord, Township of, Indiana
1694. Connersville, City of, Indiana
1695. Connersville, Township of, Indiana
1696. Coolspring, Township of, Indiana
1697. Crawford, County of, Indiana
1698. Crawfordsville, City of, Indiana
1699. Crown Point, City of, Indiana
1700. Danville, Town of, Indiana
1701. Daviess, County of, Indiana
1702. Dearborn, County of, Indiana
1703. Decatur, County of, Indiana
1704. Decatur, Township of, Indiana
1705. DeKalb, County of, Indiana
1706. Delaware, County of, Indiana
1707. Delaware, Township of, Indiana
1708. Dubois, County of, Indiana
1709. Dyer, Town of, Indiana
1710. East Chicago, City of, Indiana
1711. Eel, Township of, Indiana
1712. Elkhart, City of, Indiana
1713. Elkhart, County of, Indiana
1714. Elkhart, Township of, Indiana
1715. Evansville, City of, Indiana
1716. Fairfield, Township of, Indiana
1717. Fall Creek, Township of, Indiana
1718. Fayette, County of, Indiana
1719. Fishers, City of, Indiana
1720. Floyd, County of, Indiana
1721. Fort Wayne, City of, Indiana
1722. Fountain, County of, Indiana
1723. Frankfort, City of, Indiana
1724. Franklin, City of, Indiana
1725. Franklin, County of, Indiana
1726. Franklin, Township of, Indiana
1727. Fulton, County of, Indiana
1728. Gary, City of, Indiana
1729. Georgetown, Township of, Indiana
431
FH11185097.1
1730. Gibson, County of, Indiana
1731. Goshen, City of, Indiana
1732. Grant, County of, Indiana
1733. Greencastle, City of, Indiana
1734. Greencastle, Township of, Indiana
1735. Greene, County of, Indiana
1736. Greenfield, City of, Indiana
1737. Greensburg, City of, Indiana
1738. Greenwood, City of, Indiana
1739. Griffith, Town of, Indiana
1740. Guilford, Township of, Indiana
1741. Hamilton, County of, Indiana
1742. Hammond, City of, Indiana
1743. Hancock, County of, Indiana
1744. Hanover, Township of, Indiana
1745. Harris, Township of, Indiana
1746. Harrison, County of, Indiana
1747. Harrison, Township of, Indiana
1748. Hendricks, County of, Indiana
1749. Henry, County of, Indiana
1750. Henry, Township of, Indiana
1751. Highland, Town of, Indiana
1752. Hobart, City of, Indiana
1753. Hobart, Township of, Indiana
1754. Honey Creek, Township of, Indiana
1755. Howard, County of, Indiana
1756. Huntington, City of, Indiana
1757. Huntington, County of, Indiana
1758. Huntington, Township of, Indiana
1759. Jackson, County of, Indiana
1760. Jackson, Township of, Indiana
1761. Jasper, City of, Indiana
1762. Jasper, County of, Indiana
1763. Jay, County of, Indiana
1764. Jefferson, County of, Indiana
1765. Jefferson, Township of, Indiana
1766. Jeffersonville, City of, Indiana
1767. Jeffersonville, Township of, Indiana
1768. Jennings, County of, Indiana
1769. Johnson, County of, Indiana
1770. Keener, Township of, Indiana
1771. Knight, Township of, Indiana
1772. Knox, County of, Indiana
1773. Kokomo, City of, Indiana
1774. Kosciusko, County of, Indiana
1775. La Porte, City of, Indiana
1776. Lafayette, City of, Indiana
1777. LaGrange, County of, Indiana
1778. Lake, County of, Indiana
1779. Lake Station, City of, Indiana
1780. LaPorte, County of, Indiana
432
FH11185097.1
1781. Lawrence, City of, Indiana
1782. Lawrence, County of, Indiana
1783. Lawrence, Township of, Indiana
1784. Lawrenceburg, Township of, Indiana
1785. Lebanon, City of, Indiana
1786. Lincoln, Township of, Indiana
1787. Logansport, City of, Indiana
1788. Lost Creek, Township of, Indiana
1789. Madison, City of, Indiana
1790. Madison, County of, Indiana
1791. Madison, Township of, Indiana
1792. Marion, City of, Indiana
1793. Marion, County of/ Indianapolis, City of, Indiana 1794. Marshall, County of, Indiana
1795. Martin, County of, Indiana
1796. Martinsville, City of, Indiana
1797. Merrillville, Town of, Indiana
1798. Miami, County of, Indiana
1799. Michigan City, City of, Indiana
1800. Michigan, Township of, Indiana
1801. Mill, Township of, Indiana
1802. Mishawaka, City of, Indiana
1803. Monroe, County of, Indiana
1804. Montgomery, County of, Indiana
1805. Morgan, County of, Indiana
1806. Muncie, City of, Indiana
1807. Munster, Town of, Indiana
1808. New Albany, City of, Indiana
1809. New Albany, Township of, Indiana
1810. New Castle, City of, Indiana
1811. New Haven, City of, Indiana
1812. Newton, County of, Indiana
1813. Noble, County of, Indiana
1814. Noble, Township of, Indiana
1815. Noblesville, City of, Indiana
1816. Noblesville, Township of, Indiana
1817. North, Township of, Indiana
1818. Ohio, Township of, Indiana
1819. Orange, County of, Indiana
1820. Osolo, Township of, Indiana
1821. Owen, County of, Indiana
1822. Parke, County of, Indiana
1823. Patoka, Township of, Indiana
1824. Penn, Township of, Indiana
1825. Perry, County of, Indiana
1826. Perry, Township of, Indiana
1827. Peru, City of, Indiana
1828. Peru, Township of, Indiana
1829. Pigeon, Township of, Indiana
1830. Pike, County of, Indiana
1831. Pike, Township of, Indiana
433
FH11185097.1
1832. Pipe Creek, Township of, Indiana
1833. Plainfield, Town of, Indiana
1834. Pleasant, Township of, Indiana
1835. Portage, City of, Indiana
1836. Portage, Township of, Indiana
1837. Porter, County of, Indiana
1838. Posey, County of, Indiana
1839. Pulaski, County of, Indiana
1840. Putnam, County of, Indiana
1841. Randolph, County of, Indiana
1842. Richland, Township of, Indiana
1843. Richmond, City of, Indiana
1844. Ripley, County of, Indiana
1845. Ross, Township of, Indiana
1846. Rush, County of, Indiana
1847. Schererville, Town of, Indiana
1848. Scott, County of, Indiana
1849. Seymour, City of, Indiana
1850. Shawswick, Township of, Indiana
1851. Shelby, County of, Indiana
1852. Shelbyville, City of, Indiana
1853. Silver Creek, Township of, Indiana
1854. South Bend, City of, Indiana
1855. Speedway, Town of, Indiana
1856. Spencer, County of, Indiana
1857. St. John, Town of, Indiana
1858. St. John, Township of, Indiana
1859. St. Joseph, County of, Indiana
1860. St. Joseph, Township of, Indiana
1861. Starke, County of, Indiana
1862. Steuben, County of, Indiana
1863. Sugar Creek, Township of, Indiana
1864. Sullivan, County of, Indiana
1865. Switzerland, County of, Indiana
1866. Terre Haute, City of, Indiana
1867. Tippecanoe, County of, Indiana
1868. Tipton, County of, Indiana
1869. Troy, Township of, Indiana
1870. Union, Township of, Indiana
1871. Valparaiso, City of, Indiana
1872. Van Buren, Township of, Indiana
1873. Vanderburgh, County of, Indiana
1874. Vermillion, County of, Indiana
1875. Vernon, Township of, Indiana
1876. Vigo, County of, Indiana
1877. Vincennes, City of, Indiana
1878. Vincennes, Township of, Indiana
1879. Wabash, County of, Indiana
1880. Wabash, Township of, Indiana
1881. Warren, Township of, Indiana
1882. Warrick, County of, Indiana
434
FH11185097.1
1883. Warsaw, City of, Indiana
1884. Washington, City of, Indiana
1885. Washington, County of, Indiana
1886. Washington, Township of, Indiana
1887. Wayne, County of, Indiana
1888. Wayne, Township of, Indiana
1889. Wea, Township of, Indiana
1890. Wells, County of, Indiana
1891. West Lafayette, City of, Indiana
1892. Westchester, Township of, Indiana
1893. Westfield, City of, Indiana
1894. White, County of, Indiana
1895. White River, Township of, Indiana
1896. Whitley, County of, Indiana
1897. Winfield, Township of, Indiana
1898. Yorktown, Town of, Indiana
1899. Zionsville, Town of, Indiana
1900. Allamakee, County of, Iowa
1901. Altoona, City of, Iowa
1902. Ames, City of, Iowa
1903. Ankeny, City of, Iowa
1904. Appanoose, County of, Iowa
1905. Benton, County of, Iowa
1906. Bettendorf, City of, Iowa
1907. Black Hawk, County of, Iowa
1908. Boone, City of, Iowa
1909. Boone, County of, Iowa
1910. Bremer, County of, Iowa
1911. Buchanan, County of, Iowa
1912. Buena Vista, County of, Iowa
1913. Burlington, City of, Iowa
1914. Butler, County of, Iowa
1915. Carroll, County of, Iowa
1916. Cass, County of, Iowa
1917. Cedar, County of, Iowa
1918. Cedar Falls, City of, Iowa
1919. Cedar Rapids, City of, Iowa
1920. Cerro Gordo, County of, Iowa
1921. Cherokee, County of, Iowa
1922. Chickasaw, County of, Iowa
1923. Clay, County of, Iowa
1924. Clayton, County of, Iowa
1925. Clinton, City of, Iowa
1926. Clinton, County of, Iowa
1927. Clive, City of, Iowa
1928. Coralville, City of, Iowa
1929. Council Bluffs, City of, Iowa
1930. Crawford, County of, Iowa
1931. Dallas, County of, Iowa
1932. Davenport, City of, Iowa
1933. Delaware, County of, Iowa
435
FH11185097.1
1934. Des Moines, City of, Iowa
1935. Des Moines, County of, Iowa
1936. Dickinson, County of, Iowa
1937. Dubuque, City of, Iowa
1938. Dubuque, County of, Iowa
1939. Fairfield, City of, Iowa
1940. Fayette, County of, Iowa
1941. Floyd, County of, Iowa
1942. Fort Dodge, City of, Iowa
1943. Fort Madison, City of, Iowa
1944. Franklin, County of, Iowa
1945. Grimes, City of, Iowa
1946. Grundy, County of, Iowa
1947. Guthrie, County of, Iowa
1948. Hamilton, County of, Iowa
1949. Hancock, County of, Iowa
1950. Hardin, County of, Iowa
1951. Harrison, County of, Iowa
1952. Henry, County of, Iowa
1953. Indianola, City of, Iowa
1954. Iowa City, City of, Iowa
1955. Iowa, County of, Iowa
1956. Jackson, County of, Iowa
1957. Jasper, County of, Iowa
1958. Jefferson, County of, Iowa
1959. Johnson, County of, Iowa
1960. Johnston, City of, Iowa
1961. Jones, County of, Iowa
1962. Keokuk, City of, Iowa
1963. Keokuk, County of, Iowa
1964. Kossuth, County of, Iowa
1965. Le Mars, City of, Iowa
1966. Lee, County of, Iowa
1967. Linn, County of, Iowa
1968. Louisa, County of, Iowa
1969. Lyon, County of, Iowa
1970. Madison, County of, Iowa
1971. Mahaska, County of, Iowa
1972. Marion, City of, Iowa
1973. Marion, County of, Iowa
1974. Marshall, County of, Iowa
1975. Marshalltown, City of, Iowa
1976. Mason City, City of, Iowa
1977. Mills, County of, Iowa
1978. Mitchell, County of, Iowa
1979. Muscatine, City of, Iowa
1980. Muscatine, County of, Iowa
1981. Newton, City of, Iowa
1982. North Liberty, City of, Iowa
1983. Norwalk, City of, Iowa
1984. O'Brien, County of, Iowa
436
FH11185097.1
1985. Oskaloosa, City of, Iowa
1986. Ottumwa, City of, Iowa
1987. Page, County of, Iowa
1988. Pella, City of, Iowa
1989. Pleasant Hill, City of, Iowa
1990. Plymouth, County of, Iowa
1991. Polk, County of, Iowa
1992. Pottawattamie, County of, Iowa
1993. Poweshiek, County of, Iowa
1994. Scott, County of, Iowa
1995. Shelby, County of, Iowa
1996. Sioux City, City of, Iowa
1997. Sioux, County of, Iowa
1998. Spencer, City of, Iowa
1999. Storm Lake, City of, Iowa
2000. Story, County of, Iowa
2001. Tama, County of, Iowa
2002. Union, County of, Iowa
2003. Urbandale, City of, Iowa
2004. Wapello, County of, Iowa
2005. Warren, County of, Iowa
2006. Washington, County of, Iowa
2007. Waterloo, City of, Iowa
2008. Waukee, City of, Iowa
2009. Waverly, City of, Iowa
2010. Webster, County of, Iowa
2011. West Des Moines, City of, Iowa
2012. Winnebago, County of, Iowa
2013. Winneshiek, County of, Iowa
2014. Woodbury, County of, Iowa
2015. Wright, County of, Iowa
2016. Allen, County of, Kansas
2017. Andover, City of, Kansas
2018. Arkansas City, City of, Kansas
2019. Atchison, City of, Kansas
2020. Atchison, County of, Kansas
2021. Barton, County of, Kansas
2022. Bourbon, County of, Kansas
2023. Bruno, Township of, Kansas
2024. Butler, County of, Kansas
2025. Cherokee, County of, Kansas
2026. Cowley, County of, Kansas
2027. Crawford, County of, Kansas
2028. Derby, City of, Kansas
2029. Dickinson, County of, Kansas
2030. Dodge City, City of, Kansas
2031. Douglas, County of, Kansas
2032. El Dorado, City of, Kansas
2033. Ellis, County of, Kansas
2034. Emporia, City of, Kansas
2035. Fairmount, Township of, Kansas
437
FH11185097.1
2036. Finney, County of, Kansas
2037. Ford, County of, Kansas
2038. Franklin, County of, Kansas
2039. Garden City, City of, Kansas
2040. Gardner, City of, Kansas
2041. Geary, County of, Kansas
2042. Great Bend, City of, Kansas
2043. Harvey, County of, Kansas
2044. Hays, City of, Kansas
2045. Haysville, City of, Kansas
2046. Haysville, City of, Kansas
2047. Hutchinson, City of, Kansas
2048. Jackson, County of, Kansas
2049. Jefferson, County of, Kansas
2050. Johnson, County of, Kansas
2051. Junction City, City of, Kansas
2052. Kansas City, City of, Kansas
2053. Kansas City, City of, Kansas
2054. Labette, County of, Kansas
2055. Lansing, City of, Kansas
2056. Lawrence, City of, Kansas
2057. Lawrence, City of, Kansas
2058. Leavenworth, City of, Kansas
2059. Leavenworth, County of, Kansas
2060. Leawood, City of, Kansas
2061. Lenexa, City of, Kansas
2062. Liberal, City of, Kansas
2063. Lyon, County of, Kansas
2064. Madison, Township of, Kansas
2065. Manhattan, City of, Kansas
2066. Marion, County of, Kansas
2067. McPherson, City of, Kansas
2068. McPherson, County of, Kansas
2069. Merriam, City of, Kansas
2070. Miami, County of, Kansas
2071. Montgomery, County of, Kansas
2072. Nemaha, County of, Kansas
2073. Neosho, County of, Kansas
2074. Newton, City of, Kansas
2075. Olathe, City of, Kansas
2076. Osage, County of, Kansas
2077. Ottawa, City of, Kansas
2078. Overland Park, City of, Kansas
2079. Pittsburg, City of, Kansas
2080. Pottawatomie, County of, Kansas
2081. Prairie, Village of, City of, Kansas
2082. Reno, County of, Kansas
2083. Riley, County of, Kansas
2084. Riverside, Township of, Kansas
2085. Rockford, Township of, Kansas
2086. Salina, City of, Kansas
438
FH11185097.1
2087. Saline, County of, Kansas
2088. Sedgwick, County of, Kansas
2089. Seward, County of, Kansas
2090. Shawnee, City of, Kansas
2091. Shawnee, County of, Kansas
2092. Soldier, Township of, Kansas
2093. Sumner, County of, Kansas
2094. Topeka, City of, Kansas
2095. Wichita, City of, Kansas
2096. Winfield, City of, Kansas
2097. Wyandotte, County of, Kansas
2098. Adair, County of, Kentucky
2099. Allen, County of, Kentucky
2100. Anderson, County of, Kentucky
2101. Ashland, City of, Kentucky
2102. Bardstown, City of, Kentucky
2103. Barren, County of, Kentucky
2104. Bath, County of, Kentucky
2105. Bell, County of, Kentucky
2106. Berea, City of, Kentucky
2107. Boone, County of, Kentucky
2108. Bourbon, County of, Kentucky
2109. Bowling Green, City of, Kentucky
2110. Boyd, County of, Kentucky
2111. Boyle, County of, Kentucky
2112. Breathitt, County of, Kentucky
2113. Breckinridge, County of, Kentucky
2114. Bullitt, County of, Kentucky
2115. Butler, County of, Kentucky
2116. Caldwell, County of, Kentucky
2117. Calloway, County of, Kentucky
2118. Campbell, County of, Kentucky
2119. Campbellsville, City of, Kentucky
2120. Carroll, County of, Kentucky
2121. Carter, County of, Kentucky
2122. Casey, County of, Kentucky
2123. Christian, County of, Kentucky
2124. Clark, County of, Kentucky
2125. Clay, County of, Kentucky
2126. Clinton, County of, Kentucky
2127. Covington, City of, Kentucky
2128. Danville, City of, Kentucky
2129. Daviess, County of, Kentucky
2130. Edmonson, County of, Kentucky
2131. Elizabethtown, City of, Kentucky
2132. Erlanger, City of, Kentucky
2133. Estill, County of, Kentucky
2134. Fleming, County of, Kentucky
2135. Florence, City of, Kentucky
2136. Floyd, County of, Kentucky
2137. Fort Thomas, City of, Kentucky
439
FH11185097.1
2138. Frankfort, City of, Kentucky
2139. Franklin, County of, Kentucky
2140. Garrard, County of, Kentucky
2141. Georgetown, City of, Kentucky
2142. Glasgow, City of, Kentucky
2143. Grant, County of, Kentucky
2144. Graves, County of, Kentucky
2145. Grayson, County of, Kentucky
2146. Green, County of, Kentucky
2147. Greenup, County of, Kentucky
2148. Hardin, County of, Kentucky
2149. Harlan, County of, Kentucky
2150. Harrison, County of, Kentucky
2151. Hart, County of, Kentucky
2152. Henderson, City of, Kentucky
2153. Henderson, County of, Kentucky
2154. Henry, County of, Kentucky
2155. Hopkins, County of, Kentucky
2156. Hopkinsville, City of, Kentucky
2157. Independence, City of, Kentucky
2158. Jackson, County of, Kentucky
2159. Jeffersontown, City of, Kentucky
2160. Jessamine, County of, Kentucky
2161. Johnson, County of, Kentucky
2162. Kenton, County of, Kentucky
2163. Knott, County of, Kentucky
2164. Knox, County of, Kentucky
2165. Larue, County of, Kentucky
2166. Laurel, County of, Kentucky
2167. Lawrence, County of, Kentucky
2168. Lawrenceburg, City of, Kentucky
2169. Letcher, County of, Kentucky
2170. Lewis, County of, Kentucky
2171. Lexington-Fayette, Urban County of, Kentucky
2172. Lincoln, County of, Kentucky
2173. Logan, County of, Kentucky
2174. Louisville/Jefferson, County Metro of, Kentucky
2175. Lyndon, City of, Kentucky
2176. Madison, County of, Kentucky
2177. Madisonville, City of, Kentucky
2178. Magoffin, County of, Kentucky
2179. Marion, County of, Kentucky
2180. Marshall, County of, Kentucky
2181. Martin, County of, Kentucky
2182. Mason, County of, Kentucky
2183. McCracken, County of, Kentucky
2184. McCreary, County of, Kentucky
2185. Meade, County of, Kentucky
2186. Mercer, County of, Kentucky
2187. Metcalfe, County of, Kentucky
2188. Monroe, County of, Kentucky
440
FH11185097.1
2189. Montgomery, County of, Kentucky
2190. Morgan, County of, Kentucky
2191. Mount Washington, City of, Kentucky
2192. Muhlenberg, County of, Kentucky
2193. Murray, City of, Kentucky
2194. Nelson, County of, Kentucky
2195. Newport, City of, Kentucky
2196. Nicholasville, City of, Kentucky
2197. Ohio, County of, Kentucky
2198. Oldham, County of, Kentucky
2199. Owen, County of, Kentucky
2200. Owensboro, City of, Kentucky
2201. Paducah, City of, Kentucky
2202. Pendleton, County of, Kentucky
2203. Perry, County of, Kentucky
2204. Pike, County of, Kentucky
2205. Powell, County of, Kentucky
2206. Pulaski, County of, Kentucky
2207. Radcliff, City of, Kentucky
2208. Richmond, City of, Kentucky
2209. Rockcastle, County of, Kentucky
2210. Rowan, County of, Kentucky
2211. Russell, County of, Kentucky
2212. Scott, County of, Kentucky
2213. Shelby, County of, Kentucky
2214. Shelbyville, City of, Kentucky
2215. Shepherdsville, City of, Kentucky
2216. Shively, City of, Kentucky
2217. Simpson, County of, Kentucky
2218. Somerset, City of, Kentucky
2219. Spencer, County of, Kentucky
2220. St. Matthews, City of, Kentucky
2221. Taylor, County of, Kentucky
2222. Todd, County of, Kentucky
2223. Trigg, County of, Kentucky
2224. Union, County of, Kentucky
2225. Warren, County of, Kentucky
2226. Washington, County of, Kentucky
2227. Wayne, County of, Kentucky
2228. Webster, County of, Kentucky
2229. Whitley, County of, Kentucky
2230. Winchester, City of, Kentucky
2231. Woodford, County of, Kentucky
2232. Morgan, County of, Kentucky Louisiana
2233. Abbeville, City of, Louisiana
2234. Acadia, Parish of, Louisiana
2235. Alexandria, City of, Louisiana
2236. Allen, Parish of, Louisiana
2237. Ascension, Parish of, Louisiana
2238. Assumption, Parish of, Louisiana
2239. Avoyelles, Parish of, Louisiana
441
FH11185097.1
2240. Baker, City of, Louisiana
2241. Bastrop, City of, Louisiana
2242. Baton Rouge, City of, Louisiana
2243. Beauregard, Parish of, Louisiana
2244. Bienville, Parish of, Louisiana
2245. Bogalusa, City of, Louisiana
2246. Bossier City, City of, Louisiana
2247. Bossier, Parish of, Louisiana
2248. Broussard, City of, Louisiana
2249. Caddo, Parish of, Louisiana
2250. Calcasieu, Parish of, Louisiana
2251. Central, City of, Louisiana
2252. Claiborne, Parish of, Louisiana
2253. Concordia, Parish of, Louisiana
2254. Covington, City of, Louisiana
2255. Crowley, City of, Louisiana
2256. De Soto, Parish of, Louisiana
2257. DeRidder, City of, Louisiana
2258. East Baton Rouge, Parish of, Louisiana
2259. East Feliciana, Parish of, Louisiana
2260. Evangeline, Parish of, Louisiana
2261. Franklin, Parish of, Louisiana
2262. Gonzales, City of, Louisiana
2263. Grant, Parish of, Louisiana
2264. Gretna, City of, Louisiana
2265. Hammond, City of, Louisiana
2266. Iberia, Parish of, Louisiana
2267. Iberville, Parish of, Louisiana
2268. Jackson, Parish of, Louisiana
2269. Jefferson Davis, Parish of, Louisiana
2270. Jefferson, Parish of, Louisiana
2271. Kenner, City of, Louisiana
2272. Lafayette, City of, Louisiana
2273. Lafayette, Parish of, Louisiana
2274. Lafourche, Parish of, Louisiana
2275. Lake Charles, City of, Louisiana
2276. LaSalle, Parish of, Louisiana
2277. Lincoln, Parish of, Louisiana
2278. Livingston, Parish of, Louisiana
2279. Madison, Parish of, Louisiana
2280. Mandeville, City of, Louisiana
2281. Minden, City of, Louisiana
2282. Monroe, City of, Louisiana
2283. Morehouse, Parish of, Louisiana
2284. Morgan City, City of, Louisiana
2285. Natchitoches, City of, Louisiana
2286. Natchitoches, Parish of, Louisiana
2287. New Iberia, City of, Louisiana
2288. New Orleans, City of, Louisiana
2289. Orleans, Parish of, Louisiana
2290. Opelousas, City of, Louisiana
442
FH11185097.1
2291. Ouachita, Parish of, Louisiana
2292. Pineville, City of, Louisiana
2293. Plaquemines, Parish of, Louisiana
2294. Pointe Coupee, Parish of, Louisiana
2295. Rapides, Parish of, Louisiana
2296. Richland, Parish of, Louisiana
2297. Ruston, City of, Louisiana
2298. Sabine, Parish of, Louisiana
2299. Shreveport, City of, Louisiana
2300. Slidell, City of, Louisiana
2301. St. Bernard, Parish of, Louisiana
2302. St. Charles, Parish of, Louisiana
2303. St. Helena, Parish of, Louisiana
2304. St. James, Parish of, Louisiana
2305. St. John the Baptist, Parish of, Louisiana
2306. St. Landry, Parish of, Louisiana
2307. St. Martin, Parish of, Louisiana
2308. St. Mary, Parish of, Louisiana
2309. St. Tammany, Parish of, Louisiana
2310. Sulphur, City of, Louisiana
2311. Tangipahoa, Parish of, Louisiana
2312. Terrebonne, Parish of/ Houma, City of, Louisiana
2313. Thibodaux, City of, Louisiana
2314. Union, Parish of, Louisiana
2315. Vermilion, Parish of, Louisiana
2316. Vernon, Parish of, Louisiana
2317. Washington, Parish of, Louisiana
2318. Webster, Parish of, Louisiana
2319. West Baton Rouge, Parish of, Louisiana
2320. West Carroll, Parish of, Louisiana
2321. West Feliciana, Parish of, Louisiana
2322. West Monroe, City of, Louisiana
2323. Winn, Parish of, Louisiana
2324. Youngsville, City of, Louisiana
2325. Zachary, City of, Louisiana
2326. Androscoggin, County of, Maine
2327. Aroostook, County of, Maine
2328. Auburn, City of, Maine
2329. Augusta, City of, Maine
2330. Bangor, City of, Maine
2331. Biddeford, City of, Maine
2332. Brunswick, Town of, Maine
2333. Cumberland, County of, Maine
2334. Falmouth, Town of, Maine
2335. Franklin, County of, Maine
2336. Gorham, Town of, Maine
2337. Hancock, County of, Maine
2338. Kennebec, County of, Maine
2339. Kennebunk, Town of, Maine
2340. Knox, County of, Maine
2341. Lewiston, City of, Maine
443
FH11185097.1
2342. Lincoln, County of, Maine
2343. Orono, Town of, Maine
2344. Oxford, County of, Maine
2345. Penobscot, County of, Maine
2346. Piscataquis, County of, Maine
2347. Portland, City of, Maine
2348. Saco, City of, Maine
2349. Sagadahoc, County of, Maine
2350. Sanford, City of, Maine
2351. Scarborough, Town of, Maine
2352. Somerset, County of, Maine
2353. South Portland, City of, Maine
2354. Standish, Town of, Maine
2355. Waldo, County of, Maine
2356. Washington, County of, Maine
2357. Waterville, City of, Maine
2358. Wells, Town of, Maine
2359. Westbrook, City of, Maine
2360. Windham, Town of, Maine
2361. York, County of, Maine
2362. York, Town of, Maine
2363. Aberdeen, City of, Maryland
2364. Allegany, County of, Maryland
2365. Annapolis, City of, Maryland
2366. Anne Arundel, County of, Maryland
2367. Baltimore, City of, Maryland
2368. Baltimore, County of, Maryland
2369. Bel Air, Town of, Maryland
2370. Bowie, City of, Maryland
2371. Calvert, County of, Maryland
2372. Cambridge, City of, Maryland
2373. Caroline, County of, Maryland
2374. Carroll, County of, Maryland
2375. Cecil, County of, Maryland
2376. Charles, County of, Maryland
2377. College Park, City of, Maryland
2378. Cumberland, City of, Maryland
2379. Dorchester, County of, Maryland
2380. Easton, Town of, Maryland
2381. Elkton, Town of, Maryland
2382. Frederick, City of, Maryland
2383. Frederick, County of, Maryland
2384. Gaithersburg, City of, Maryland
2385. Garrett, County of, Maryland
2386. Greenbelt, City of, Maryland
2387. Hagerstown, City of, Maryland
2388. Harford, County of, Maryland
2389. Havre de Grace, City of, Maryland
2390. Howard, County of, Maryland
2391. Hyattsville, City of, Maryland
2392. Kent, County of, Maryland
444
FH11185097.1
2393. Laurel, City of, Maryland
2394. Montgomery, County of, Maryland
2395. New Carrollton, City of, Maryland
2396. Prince George's, County of, Maryland
2397. Queen Anne's, County of, Maryland
2398. Rockville, City of, Maryland
2399. Salisbury, City of, Maryland
2400. Somerset, County of, Maryland
2401. St. Mary's, County of, Maryland
2402. Takoma Park, City of, Maryland
2403. Talbot, County of, Maryland
2404. Washington, County of, Maryland
2405. Westminster, City of, Maryland
2406. Wicomico, County of, Maryland
2407. Worcester, County of, Maryland
2408. Abington, Town of, Massachusetts
2409. Acton, Town of, Massachusetts
2410. Acushnet, Town of, Massachusetts
2411. Agawam, Town of/ City of, Massachusetts
2412. Amesbury, Town of/ City of, Massachusetts
2413. Amherst, Town of, Massachusetts
2414. Andover, Town of, Massachusetts
2415. Arlington, Town of, Massachusetts
2416. Ashland, Town of, Massachusetts
2417. Athol, Town of, Massachusetts
2418. Attleboro, City of, Massachusetts
2419. Auburn, Town of, Massachusetts
2420. Barnstable, County of, Massachusetts
2421. Barnstable, Town of/ City of, Massachusetts
2422. Bedford, Town of, Massachusetts
2423. Belchertown, Town of, Massachusetts
2424. Bellingham, Town of, Massachusetts
2425. Belmont, Town of, Massachusetts
2426. Beverly, City of, Massachusetts
2427. Billerica, Town of, Massachusetts
2428. Boston, City of, Massachusetts
2429. Bourne, Town of, Massachusetts
2430. Braintree, Town of/ City of, Massachusetts
2431. Bridgewater, Town of/ City of, Massachusetts
2432. Bristol, County of, Massachusetts
2433. Brockton, City of, Massachusetts
2434. Brookline, Town of, Massachusetts
2435. Burlington, Town of, Massachusetts
2436. Cambridge, City of, Massachusetts
2437. Canton, Town of, Massachusetts
2438. Carver, Town of, Massachusetts
2439. Charlton, Town of, Massachusetts
2440. Chelmsford, Town of, Massachusetts
2441. Chelsea, City of, Massachusetts
2442. Chicopee, City of, Massachusetts
2443. Clinton, Town of, Massachusetts
445
FH11185097.1
2444. Concord, Town of, Massachusetts
2445. Danvers, Town of, Massachusetts
2446. Dartmouth, Town of, Massachusetts
2447. Dedham, Town of, Massachusetts
2448. Dennis, Town of, Massachusetts
2449. Dracut, Town of, Massachusetts
2450. Dudley, Town of, Massachusetts
2451. Dukes, County of, Massachusetts
2452. Duxbury, Town of, Massachusetts
2453. East Bridgewater, Town of, Massachusetts
2454. East Longmeadow, Town of, Massachusetts
2455. Easthampton, Town of, City of, Massachusetts
2456. Easton, Town of, Massachusetts
2457. Everett, City of, Massachusetts
2458. Fairhaven, Town of, Massachusetts
2459. Fall River, City of, Massachusetts
2460. Falmouth, Town of, Massachusetts
2461. Fitchburg, City of, Massachusetts
2462. Foxborough, Town of, Massachusetts
2463. Framingham, City of, Massachusetts
2464. Franklin, Town of, City of, Massachusetts
2465. Gardner, City of, Massachusetts
2466. Gloucester, City of, Massachusetts
2467. Grafton, Town of, Massachusetts
2468. Greenfield, Town of, City of, Massachusetts
2469. Groton, Town of, Massachusetts
2470. Hanover, Town of, Massachusetts
2471. Hanson, Town of, Massachusetts
2472. Harwich, Town of, Massachusetts
2473. Haverhill, City of, Massachusetts
2474. Hingham, Town of, Massachusetts
2475. Holbrook, Town of, Massachusetts
2476. Holden, Town of, Massachusetts
2477. Holliston, Town of, Massachusetts
2478. Holyoke, City of, Massachusetts
2479. Hopkinton, Town of, Massachusetts
2480. Hudson, Town of, Massachusetts
2481. Hull, Town of, Massachusetts
2482. Ipswich, Town of, Massachusetts
2483. Kingston, Town of, Massachusetts
2484. Lakeville, Town of, Massachusetts
2485. Lawrence, City of, Massachusetts
2486. Leicester, Town of, Massachusetts
2487. Leominster, City of, Massachusetts
2488. Lexington, Town of, Massachusetts
2489. Littleton, Town of, Massachusetts
2490. Longmeadow, Town of, Massachusetts
2491. Lowell, City of, Massachusetts
2492. Ludlow, Town of, Massachusetts
2493. Lunenburg, Town of, Massachusetts
2494. Lynn, City of, Massachusetts
446
FH11185097.1
2495. Lynnfield, Town of, Massachusetts
2496. Malden, City of, Massachusetts
2497. Mansfield, Town of, Massachusetts
2498. Marblehead, Town of, Massachusetts
2499. Marlborough, City of, Massachusetts
2500. Marshfield, Town of, Massachusetts
2501. Mashpee, Town of, Massachusetts
2502. Maynard, Town of, Massachusetts
2503. Medfield, Town of, Massachusetts
2504. Medford, City of, Massachusetts
2505. Medway, Town of, Massachusetts
2506. Melrose, City of, Massachusetts
2507. Methuen, Town of, City of, Massachusetts
2508. Middleborough, Town of, Massachusetts
2509. Middleton, Town of, Massachusetts
2510. Milford, Town of, Massachusetts
2511. Millbury, Town of, Massachusetts
2512. Milton, Town of, Massachusetts
2513. Nantucket, Town of/ County of, Massachusetts
2514. Natick, Town of, Massachusetts
2515. Needham, Town of, Massachusetts
2516. New Bedford, City of, Massachusetts
2517. Newburyport, City of, Massachusetts
2518. Newton, City of, Massachusetts
2519. Norfolk, County of, Massachusetts
2520. Norfolk, Town of, Massachusetts
2521. North Adams, City of, Massachusetts
2522. North Andover, Town of, Massachusetts
2523. North Attleborough, Town of, Massachusetts
2524. North Reading, Town of, Massachusetts
2525. Northampton, City of, Massachusetts
2526. Northborough, Town of, Massachusetts
2527. Northbridge, Town of, Massachusetts
2528. Norton, Town of, Massachusetts
2529. Norwell, Town of, Massachusetts
2530. Norwood, Town of, Massachusetts
2531. Oxford, Town of, Massachusetts
2532. Palmer, Town of/ City of, Massachusetts
2533. Peabody, City of, Massachusetts
2534. Pembroke, Town of, Massachusetts
2535. Pepperell, Town of, Massachusetts
2536. Pittsfield, City of, Massachusetts
2537. Plymouth, County of, Massachusetts
2538. Plymouth, Town of, Massachusetts
2539. Quincy, City of, Massachusetts
2540. Randolph, Town of/ City of, Massachusetts
2541. Raynham, Town of, Massachusetts
2542. Reading, Town of, Massachusetts
2543. Rehoboth, Town of, Massachusetts
2544. Revere, City of, Massachusetts
2545. Rockland, Town of, Massachusetts
447
FH11185097.1
2546. Salem, City of, Massachusetts
2547. Sandwich, Town of, Massachusetts
2548. Saugus, Town of, Massachusetts
2549. Scituate, Town of, Massachusetts
2550. Seekonk, Town of, Massachusetts
2551. Sharon, Town of, Massachusetts
2552. Shrewsbury, Town of, Massachusetts
2553. Somerset, Town of, Massachusetts
2554. Somerville, City of, Massachusetts
2555. South Hadley, Town of, Massachusetts
2556. Southborough, Town of, Massachusetts
2557. Southbridge, Town of/ City of, Massachusetts
2558. Spencer, Town of, Massachusetts
2559. Springfield, City of, Massachusetts
2560. Stoneham, Town of, Massachusetts
2561. Stoughton, Town of, Massachusetts
2562. Sudbury, Town of, Massachusetts
2563. Swampscott, Town of, Massachusetts
2564. Swansea, Town of, Massachusetts
2565. Taunton, City of, Massachusetts
2566. Tewksbury, Town of, Massachusetts
2567. Tyngsborough, Town of, Massachusetts
2568. Uxbridge, Town of, Massachusetts
2569. Wakefield, Town of, Massachusetts
2570. Walpole, Town of, Massachusetts
2571. Waltham, City of, Massachusetts
2572. Wareham, Town of, Massachusetts
2573. Watertown, Town of/ City of, Massachusetts
2574. Wayland, Town of, Massachusetts
2575. Webster, Town of, Massachusetts
2576. Wellesley, Town of, Massachusetts
2577. West Springfield, Town of/ City of, Massachusetts 2578. Westborough, Town of, Massachusetts
2579. Westfield, City of, Massachusetts
2580. Westford, Town of, Massachusetts
2581. Weston, Town of, Massachusetts
2582. Westport, Town of, Massachusetts
2583. Westwood, Town of, Massachusetts
2584. Weymouth, Town of/ City of, Massachusetts
2585. Whitman, Town of, Massachusetts
2586. Wilbraham, Town of, Massachusetts
2587. Wilmington, Town of, Massachusetts
2588. Winchendon, Town of, Massachusetts
2589. Winchester, Town of, Massachusetts
2590. Winthrop, Town of/ City of, Massachusetts
2591. Woburn, City of, Massachusetts
2592. Worcester, City of, Massachusetts
2593. Wrentham, Town of, Massachusetts
2594. Yarmouth, Town of, Massachusetts
2595. Ada, Township of, Michigan
2596. Adrian, City of, Michigan
448
FH11185097.1
2597. Alcona, County of, Michigan
2598. Algoma, Township of, Michigan
2599. Allegan, County of, Michigan
2600. Allen Park, City of, Michigan
2601. Allendale, Charter Township of, Michigan
2602. Alpena, County of, Michigan
2603. Alpine, Township of, Michigan
2604. Ann Arbor, City of, Michigan
2605. Antrim, County of, Michigan
2606. Antwerp, Township of, Michigan
2607. Arenac, County of, Michigan
2608. Auburn Hills, City of, Michigan
2609. Bangor, Charter Township of, Michigan
2610. Barry, County of, Michigan
2611. Bath, Charter Township of, Michigan
2612. Battle Creek, City of, Michigan
2613. Bay City, City of, Michigan
2614. Bay, County of, Michigan
2615. Bedford, Township of, Michigan
2616. Benton, Charter Township of, Michigan
2617. Benzie, County of, Michigan
2618. Berkley, City of, Michigan
2619. Berrien, County of, Michigan
2620. Beverly Hills, Village of, Michigan
2621. Big Rapids, City of, Michigan
2622. Birmingham, City of, Michigan
2623. Blackman, Charter Township of, Michigan
2624. Bloomfield, Charter Township of, Michigan
2625. Branch, County of, Michigan
2626. Brandon, Charter Township of, Michigan
2627. Brighton, Township of, Michigan
2628. Brownstown, Charter Township of, Michigan
2629. Burton, City of, Michigan
2630. Byron, Township of, Michigan
2631. Cadillac, City of, Michigan
2632. Caledonia, Township of, Michigan
2633. Calhoun, County of, Michigan
2634. Cannon, Township of, Michigan
2635. Canton, Charter Township of, Michigan
2636. Cascade, Charter Township of, Michigan
2637. Cass, County of, Michigan
2638. Charlevoix, County of, Michigan
2639. Cheboygan, County of, Michigan
2640. Chesterfield, Township of, Michigan
2641. Chippewa, County of, Michigan
2642. Clare, County of, Michigan
2643. Clawson, City of, Michigan
2644. Clinton, Charter Township of, Michigan
2645. Clinton, County of, Michigan
2646. Coldwater, City of, Michigan
2647. Commerce, Charter Township of, Michigan
449
FH11185097.1
2648. Comstock, Charter Township of, Michigan
2649. Cooper, Charter Township of, Michigan
2650. Crawford, County of, Michigan
2651. Davison, Township of, Michigan
2652. Dearborn, City of, Michigan
2653. Dearborn Heights, City of, Michigan
2654. Delhi, Charter Township of, Michigan
2655. Delta, Charter Township of, Michigan
2656. Delta, County of, Michigan
2657. Detroit, City of, Michigan
2658. DeWitt, Charter Township of, Michigan
2659. Dickinson, County of, Michigan
2660. East Bay, Township of, Michigan
2661. East Grand Rapids, City of, Michigan
2662. East Lansing, City of, Michigan
2663. Eastpointe, City of, Michigan
2664. Eaton, County of, Michigan
2665. Egelston, Township of, Michigan
2666. Emmet, County of, Michigan
2667. Emmett, Charter Township of, Michigan
2668. Escanaba, City of, Michigan
2669. Farmington, City of, Michigan
2670. Farmington Hills, City of, Michigan
2671. Fenton, Charter Township of, Michigan
2672. Fenton, City of, Michigan
2673. Ferndale, City of, Michigan
2674. Flat Rock, City of, Michigan
2675. Flint, Charter Township of, Michigan
2676. Flint, City of, Michigan
2677. Flushing, Charter Township of, Michigan
2678. Fort Gratiot, Charter Township of, Michigan
2679. Fraser, City of, Michigan
2680. Frenchtown, Township of, Michigan
2681. Fruitport, Charter Township of, Michigan
2682. Gaines, Charter Township of, Michigan
2683. Garden City, City of, Michigan
2684. Garfield, Charter Township of, Michigan
2685. Genesee, Charter Township of, Michigan
2686. Genesee, County of, Michigan
2687. Genoa, Township of, Michigan
2688. Georgetown, Charter Township of, Michigan
2689. Gladwin, County of, Michigan
2690. Gogebic, County of, Michigan
2691. Grand Blanc, Charter Township of, Michigan
2692. Grand Haven, Charter Township of, Michigan
2693. Grand Haven, City of, Michigan
2694. Grand Rapids, Charter Township of, Michigan
2695. Grand Rapids, City of, Michigan
2696. Grand Traverse, County of, Michigan
2697. Grandville, City of, Michigan
2698. Gratiot, County of, Michigan
450
FH11185097.1
2699. Green Oak, Township of, Michigan
2700. Grosse Ile, Township of, Michigan
2701. Grosse Pointe Park, City of, Michigan
2702. Grosse Pointe Woods, City of, Michigan
2703. Hamburg, Township of, Michigan
2704. Hamtramck, City of, Michigan
2705. Harper Woods, City of, Michigan
2706. Harrison, Charter Township of, Michigan
2707. Hartland, Township of, Michigan
2708. Hazel Park, City of, Michigan
2709. Highland, Charter Township of, Michigan
2710. Highland Park, City of, Michigan
2711. Hillsdale, County of, Michigan
2712. Holland, Charter Township of, Michigan
2713. Holland, City of, Michigan
2714. Holly, Township of, Michigan
2715. Houghton, County of, Michigan
2716. Huron, Charter Township of, Michigan
2717. Huron, County of, Michigan
2718. Independence, Charter Township of, Michigan
2719. Ingham, County of, Michigan
2720. Inkster, City of, Michigan
2721. Ionia, City of, Michigan
2722. Ionia, County of, Michigan
2723. Iosco, County of, Michigan
2724. Iron, County of, Michigan
2725. Isabella, County of, Michigan
2726. Jackson, City of, Michigan
2727. Jackson, County of, Michigan
2728. Kalamazoo, Charter Township of, Michigan
2729. Kalamazoo, City of, Michigan
2730. Kalamazoo, County of, Michigan
2731. Kalkaska, County of, Michigan
2732. Kent, County of, Michigan
2733. Kentwood, City of, Michigan
2734. Lake, County of, Michigan
2735. Lansing, City of, Michigan
2736. Lapeer, County of, Michigan
2737. Leelanau, County of, Michigan
2738. Lenawee, County of, Michigan
2739. Lenox, Township of, Michigan
2740. Leoni, Township of, Michigan
2741. Lincoln, Charter Township of, Michigan
2742. Lincoln Park, City of, Michigan
2743. Livingston, County of, Michigan
2744. Livonia, City of, Michigan
2745. Lyon, Charter Township of, Michigan
2746. Mackinac, County of, Michigan
2747. Macomb, County of, Michigan
2748. Macomb, Township of, Michigan
2749. Madison Heights, City of, Michigan
451
FH11185097.1
2750. Manistee, County of, Michigan
2751. Marion, Township of, Michigan
2752. Marquette, City of, Michigan
2753. Marquette, County of, Michigan
2754. Mason, County of, Michigan
2755. Mecosta, County of, Michigan
2756. Melvindale, City of, Michigan
2757. Menominee, County of, Michigan
2758. Meridian, Charter Township of, Michigan
2759. Midland, City of, Michigan
2760. Midland, County of, Michigan
2761. Milford, Charter Township of, Michigan
2762. Missaukee, County of, Michigan
2763. Monitor, Charter Township of, Michigan
2764. Monroe, Charter Township of, Michigan
2765. Monroe, City of, Michigan
2766. Monroe, County of, Michigan
2767. Montcalm, County of, Michigan
2768. Mount Clemens, City of, Michigan
2769. Mount Morris, Township of, Michigan
2770. Mount Pleasant, City of, Michigan
2771. Mundy, Township of, Michigan
2772. Muskegon, Charter Township of, Michigan
2773. Muskegon, City of, Michigan
2774. Muskegon, County of, Michigan
2775. Muskegon Heights, City of, Michigan
2776. New Baltimore, City of, Michigan
2777. Newaygo, County of, Michigan
2778. Niles, City of, Michigan
2779. Niles, Township of, Michigan
2780. Northville, Township of, Michigan
2781. Norton Shores, City of, Michigan
2782. Novi, City of, Michigan
2783. Oak Park, City of, Michigan
2784. Oakland, Charter Township of, Michigan
2785. Oakland, County of, Michigan
2786. Oceana, County of, Michigan
2787. Oceola, Township of, Michigan
2788. Ogemaw, County of, Michigan
2789. Orion, Charter Township of, Michigan
2790. Osceola, County of, Michigan
2791. Oshtemo, Charter Township of, Michigan
2792. Otsego, County of, Michigan
2793. Ottawa, County of, Michigan
2794. Owosso, City of, Michigan
2795. Oxford, Charter Township of, Michigan
2796. Park, Township of, Michigan
2797. Pittsfield, Charter Township of, Michigan
2798. Plainfield, Charter Township of, Michigan
2799. Plymouth, Charter Township of, Michigan
2800. Pontiac, City of, Michigan
452
FH11185097.1
2801. Port Huron, Charter Township of, Michigan
2802. Port Huron, City of, Michigan
2803. Portage, City of, Michigan
2804. Presque Isle, County of, Michigan
2805. Redford, Charter Township of, Michigan
2806. Riverview, City of, Michigan
2807. Rochester, City of, Michigan
2808. Rochester Hills, City of, Michigan
2809. Romulus, City of, Michigan
2810. Roscommon, County of, Michigan
2811. Roseville, City of, Michigan
2812. Royal Oak, City of, Michigan
2813. Saginaw, Charter Township of, Michigan
2814. Saginaw, City of, Michigan
2815. Saginaw, County of, Michigan
2816. Sanilac, County of, Michigan
2817. Sault Ste. Marie, City of, Michigan
2818. Scio, Township of, Michigan
2819. Shelby, Charter Township of, Michigan
2820. Shiawassee, County of, Michigan
2821. South Lyon, City of, Michigan
2822. Southfield, City of, Michigan
2823. Southfield, Township of, Michigan
2824. Southgate, City of, Michigan
2825. Spring Lake, Township of, Michigan
2826. Springfield, Charter Township of, Michigan
2827. St. Clair, County of, Michigan
2828. St. Clair Shores, City of, Michigan
2829. St. Joseph, County of, Michigan
2830. Sterling Heights, City of, Michigan
2831. Sturgis, City of, Michigan
2832. Summit, Township of, Michigan
2833. Superior, Charter Township of, Michigan
2834. Taylor, City of, Michigan
2835. Texas, Charter Township of, Michigan
2836. Thomas, Township of, Michigan
2837. Traverse City, City of, Michigan
2838. Trenton, City of, Michigan
2839. Troy, City of, Michigan
2840. Tuscola, County of, Michigan
2841. Tyrone, Township of, Michigan
2842. Union, Charter Township of, Michigan
2843. Van Buren, Charter Township of, Michigan
2844. Van Buren, County of, Michigan
2845. Vienna, Charter Township of, Michigan
2846. Walker, City of, Michigan
2847. Warren, City of, Michigan
2848. Washington, Township of, Michigan
2849. Washtenaw, County of, Michigan
2850. Waterford, Charter Township of, Michigan
2851. Wayne, City of, Michigan
453
FH11185097.1
2852. Wayne, County of, Michigan
2853. West Bloomfield, Charter Township of, Michigan
2854. Westland, City of, Michigan
2855. Wexford, County of, Michigan
2856. White Lake, Charter Township of, Michigan
2857. Wixom, City of, Michigan
2858. Woodhaven, City of, Michigan
2859. Wyandotte, City of, Michigan
2860. Wyoming, City of, Michigan
2861. Ypsilanti, Charter Township of, Michigan
2862. Ypsilanti, City of, Michigan
2863. Zeeland, Charter Township of, Michigan
2864. Aitkin, County of, Minnesota
2865. Albert Lea, City of, Minnesota
2866. Alexandria, City of, Minnesota
2867. Andover, City of, Minnesota
2868. Anoka, City of, Minnesota
2869. Anoka, County of, Minnesota
2870. Apple Valley, City of, Minnesota
2871. Arden Hills, City of, Minnesota
2872. Austin, City of, Minnesota
2873. Becker, County of, Minnesota
2874. Beltrami, County of, Minnesota
2875. Bemidji, City of, Minnesota
2876. Benton, County of, Minnesota
2877. Big Lake, City of, Minnesota
2878. Blaine, City of, Minnesota
2879. Bloomington, City of, Minnesota
2880. Blue Earth, County of, Minnesota
2881. Brainerd, City of, Minnesota
2882. Brooklyn Center, City of, Minnesota
2883. Brooklyn Park, City of, Minnesota
2884. Brown, County of, Minnesota
2885. Buffalo, City of, Minnesota
2886. Burnsville, City of, Minnesota
2887. Carlton, County of, Minnesota
2888. Carver, County of, Minnesota
2889. Cass, County of, Minnesota
2890. Champlin, City of, Minnesota
2891. Chanhassen, City of, Minnesota
2892. Chaska, City of, Minnesota
2893. Chippewa, County of, Minnesota
2894. Chisago, County of, Minnesota
2895. Clay, County of, Minnesota
2896. Cloquet, City of, Minnesota
2897. Columbia Heights, City of, Minnesota
2898. Coon Rapids, City of, Minnesota
2899. Cottage Grove, City of, Minnesota
2900. Cottonwood, County of, Minnesota
2901. Crow Wing, County of, Minnesota
2902. Crystal, City of, Minnesota
454
FH11185097.1
2903. Dakota, County of, Minnesota
2904. Dodge, County of, Minnesota
2905. Douglas, County of, Minnesota
2906. Duluth, City of, Minnesota
2907. Eagan, City of, Minnesota
2908. East Bethel, City of, Minnesota
2909. Eden Prairie, City of, Minnesota
2910. Edina, City of, Minnesota
2911. Elk River, City of, Minnesota
2912. Fairmont, City of, Minnesota
2913. Faribault, City of, Minnesota
2914. Faribault, County of, Minnesota
2915. Farmington, City of, Minnesota
2916. Fergus Falls, City of, Minnesota
2917. Fillmore, County of, Minnesota
2918. Forest Lake, City of, Minnesota
2919. Freeborn, County of, Minnesota
2920. Fridley, City of, Minnesota
2921. Golden Valley, City of, Minnesota
2922. Goodhue, County of, Minnesota
2923. Grand Rapids, City of, Minnesota
2924. Ham Lake, City of, Minnesota
2925. Hastings, City of, Minnesota
2926. Hennepin, County of, Minnesota
2927. Hibbing, City of, Minnesota
2928. Hopkins, City of, Minnesota
2929. Houston, County of, Minnesota
2930. Hubbard, County of, Minnesota
2931. Hugo, City of, Minnesota
2932. Hutchinson, City of, Minnesota
2933. Inver Grove Heights, City of, Minnesota
2934. Isanti, County of, Minnesota
2935. Itasca, County of, Minnesota
2936. Kanabec, County of, Minnesota
2937. Kandiyohi, County of, Minnesota
2938. Koochiching, County of, Minnesota
2939. Lake, County of, Minnesota
2940. Lakeville, City of, Minnesota
2941. Le Sueur, County of, Minnesota
2942. Lino Lakes, City of, Minnesota
2943. Little Canada, City of, Minnesota
2944. Lyon, County of, Minnesota
2945. Mankato, City of, Minnesota
2946. Maple Grove, City of, Minnesota
2947. Maplewood, City of, Minnesota
2948. Marshall, City of, Minnesota
2949. Martin, County of, Minnesota
2950. McLeod, County of, Minnesota
2951. Meeker, County of, Minnesota
2952. Mendota Heights, City of, Minnesota
2953. Mille Lacs, County of, Minnesota
455
FH11185097.1
2954. Minneapolis, City of, Minnesota
2955. Minnetonka, City of, Minnesota
2956. Monticello, City of, Minnesota
2957. Moorhead, City of, Minnesota
2958. Morrison, County of, Minnesota
2959. Mounds View, City of, Minnesota
2960. Mower, County of, Minnesota
2961. New Brighton, City of, Minnesota
2962. New Hope, City of, Minnesota
2963. New Ulm, City of, Minnesota
2964. Nicollet, County of, Minnesota
2965. Nobles, County of, Minnesota
2966. North Branch, City of, Minnesota
2967. North Mankato, City of, Minnesota
2968. North St. Paul, City of, Minnesota
2969. Northfield, City of, Minnesota
2970. Oakdale, City of, Minnesota
2971. Olmsted, County of, Minnesota
2972. Otsego, City of, Minnesota
2973. Otter Tail, County of, Minnesota
2974. Owatonna, City of, Minnesota
2975. Pennington, County of, Minnesota
2976. Pine, County of, Minnesota
2977. Plymouth, City of, Minnesota
2978. Polk, County of, Minnesota
2979. Pope, County of, Minnesota
2980. Prior Lake, City of, Minnesota
2981. Ramsey, City of, Minnesota
2982. Ramsey, County of, Minnesota
2983. Red Wing, City of, Minnesota
2984. Redwood, County of, Minnesota
2985. Renville, County of, Minnesota
2986. Rice, County of, Minnesota
2987. Richfield, City of, Minnesota
2988. Robbinsdale, City of, Minnesota
2989. Rochester, City of, Minnesota
2990. Rogers, City of, Minnesota
2991. Roseau, County of, Minnesota
2992. Rosemount, City of, Minnesota
2993. Roseville, City of, Minnesota
2994. Sartell, City of, Minnesota
2995. Sauk Rapids, City of, Minnesota
2996. Savage, City of, Minnesota
2997. Scott, County of, Minnesota
2998. Shakopee, City of, Minnesota
2999. Sherburne, County of, Minnesota
3000. Shoreview, City of, Minnesota
3001. Sibley, County of, Minnesota
3002. South St. Paul, City of, Minnesota
3003. St. Cloud, City of, Minnesota
3004. St. Louis, County of, Minnesota
456
FH11185097.1
3005. St. Louis Park, City of, Minnesota
3006. St. Michael, City of, Minnesota
3007. St. Paul, City of, Minnesota
3008. St. Peter, City of, Minnesota
3009. Stearns, County of, Minnesota
3010. Steele, County of, Minnesota
3011. Stillwater, City of, Minnesota
3012. Todd, County of, Minnesota
3013. Vadnais Heights, City of, Minnesota
3014. Victoria, City of, Minnesota
3015. Wabasha, County of, Minnesota
3016. Waconia, City of, Minnesota
3017. Wadena, County of, Minnesota
3018. Waseca, County of, Minnesota
3019. Washington, County of, Minnesota
3020. Watonwan, County of, Minnesota
3021. West St. Paul, City of, Minnesota
3022. White Bear Lake, City of, Minnesota
3023. White Bear, Township of, Minnesota
3024. Willmar, City of, Minnesota
3025. Winona, City of, Minnesota
3026. Winona, County of, Minnesota
3027. Woodbury, City of, Minnesota
3028. Worthington, City of, Minnesota
3029. Wright, County of, Minnesota
3030. Adams, County of, Mississippi
3031. Alcorn, County of, Mississippi
3032. Amite, County of, Mississippi
3033. Attala, County of, Mississippi
3034. Bay St. Louis, City of, Mississippi
3035. Biloxi, City of, Mississippi
3036. Bolivar, County of, Mississippi
3037. Brandon, City of, Mississippi
3038. Brookhaven, City of, Mississippi
3039. Byram, City of, Mississippi
3040. Calhoun, County of, Mississippi
3041. Canton, City of, Mississippi
3042. Chickasaw, County of, Mississippi
3043. Clarke, County of, Mississippi
3044. Clarksdale, City of, Mississippi
3045. Clay, County of, Mississippi
3046. Cleveland, City of, Mississippi
3047. Clinton, City of, Mississippi
3048. Coahoma, County of, Mississippi
3049. Columbus, City of, Mississippi
3050. Copiah, County of, Mississippi
3051. Corinth, City of, Mississippi
3052. Covington, County of, Mississippi
3053. DeSoto, County of, Mississippi
3054. D'Iberville, City of, Mississippi
3055. Forrest, County of, Mississippi
457
FH11185097.1
3056. Gautier, City of, Mississippi
3057. George, County of, Mississippi
3058. Greene, County of, Mississippi
3059. Greenville, City of, Mississippi
3060. Greenwood, City of, Mississippi
3061. Grenada, City of, Mississippi
3062. Grenada, County of, Mississippi
3063. Gulfport, City of, Mississippi
3064. Hancock, County of, Mississippi
3065. Harrison, County of, Mississippi
3066. Hattiesburg, City of, Mississippi
3067. Hernando, City of, Mississippi
3068. Hinds, County of, Mississippi
3069. Holmes, County of, Mississippi
3070. Horn Lake, City of, Mississippi
3071. Itawamba, County of, Mississippi
3072. Jackson, City of, Mississippi
3073. Jackson, County of, Mississippi
3074. Jasper, County of, Mississippi
3075. Jefferson Davis, County of, Mississippi
3076. Jones, County of, Mississippi
3077. Lafayette, County of, Mississippi
3078. Lamar, County of, Mississippi
3079. Lauderdale, County of, Mississippi
3080. Laurel, City of, Mississippi
3081. Lawrence, County of, Mississippi
3082. Leake, County of, Mississippi
3083. Lee, County of, Mississippi
3084. Leflore, County of, Mississippi
3085. Lincoln, County of, Mississippi
3086. Long Beach, City of, Mississippi
3087. Lowndes, County of, Mississippi
3088. Madison, City of, Mississippi
3089. Madison, County of, Mississippi
3090. Marion, County of, Mississippi
3091. Marshall, County of, Mississippi
3092. McComb, City of, Mississippi
3093. Meridian, City of, Mississippi
3094. Monroe, County of, Mississippi
3095. Moss Point, City of, Mississippi
3096. Natchez, City of, Mississippi
3097. Neshoba, County of, Mississippi
3098. Newton, County of, Mississippi
3099. Noxubee, County of, Mississippi
3100. Ocean Springs, City of, Mississippi
3101. Oktibbeha, County of, Mississippi
3102. Olive Branch, City of, Mississippi
3103. Oxford, City of, Mississippi
3104. Panola, County of, Mississippi
3105. Pascagoula, City of, Mississippi
3106. Pearl, City of, Mississippi
458
FH11185097.1
3107. Pearl River, County of, Mississippi
3108. Perry, County of, Mississippi
3109. Petal, City of, Mississippi
3110. Picayune, City of, Mississippi
3111. Pike, County of, Mississippi
3112. Pontotoc, County of, Mississippi
3113. Prentiss, County of, Mississippi
3114. Rankin, County of, Mississippi
3115. Ridgeland, City of, Mississippi
3116. Scott, County of, Mississippi
3117. Simpson, County of, Mississippi
3118. Smith, County of, Mississippi
3119. Southaven, City of, Mississippi
3120. Starkville, City of, Mississippi
3121. Stone, County of, Mississippi
3122. Sunflower, County of, Mississippi
3123. Tallahatchie, County of, Mississippi
3124. Tate, County of, Mississippi
3125. Tippah, County of, Mississippi
3126. Tishomingo, County of, Mississippi
3127. Tupelo, City of, Mississippi
3128. Union, County of, Mississippi
3129. Vicksburg, City of, Mississippi
3130. Walthall, County of, Mississippi
3131. Warren, County of, Mississippi
3132. Washington, County of, Mississippi
3133. Wayne, County of, Mississippi
3134. West Point, City of, Mississippi
3135. Winston, County of, Mississippi
3136. Yalobusha, County of, Mississippi
3137. Yazoo City, City of, Mississippi
3138. Yazoo, County of, Mississippi
3139. Adair, County of, Missouri
3140. Andrew, County of, Missouri
3141. Arnold, City of, Missouri
3142. Audrain, County of, Missouri
3143. Ballwin, City of, Missouri
3144. Barry, County of, Missouri
3145. Barton, County of, Missouri
3146. Bates, County of, Missouri
3147. Bellefontaine Neighbors, City of, Missouri
3148. Belton, City of, Missouri
3149. Benton, County of, Missouri
3150. Blue Springs, City of, Missouri
3151. Bolivar, City of, Missouri
3152. Bollinger, County of, Missouri
3153. Boone, County of, Missouri
3154. Branson, City of, Missouri
3155. Bridgeton, City of, Missouri
3156. Buchanan, County of, Missouri
3157. Butler, County of, Missouri
459
FH11185097.1
3158. Callaway, County of, Missouri
3159. Camden, County of, Missouri
3160. Cape Girardeau, City of, Missouri
3161. Cape Girardeau, County of, Missouri
3162. Carthage, City of, Missouri
3163. Cass, County of, Missouri
3164. Cedar, County of, Missouri
3165. Chesterfield, City of, Missouri
3166. Christian, County of, Missouri
3167. Clay, County of, Missouri
3168. Clayton, City of, Missouri
3169. Clinton, County of, Missouri
3170. Cole, County of, Missouri
3171. Columbia, City of, Missouri
3172. Cooper, County of, Missouri
3173. Crawford, County of, Missouri
3174. Crestwood, City of, Missouri
3175. Creve Coeur, City of, Missouri
3176. Dallas, County of, Missouri
3177. Dardenne Prairie, City of, Missouri
3178. DeKalb, County of, Missouri
3179. Dent, County of, Missouri
3180. Douglas, County of, Missouri
3181. Dunklin, County of, Missouri
3182. Eureka, City of, Missouri
3183. Excelsior Springs, City of, Missouri
3184. Farmington, City of, Missouri
3185. Ferguson, City of, Missouri
3186. Festus, City of, Missouri
3187. Florissant, City of, Missouri
3188. Franklin, County of, Missouri
3189. Fulton, City of, Missouri
3190. Gasconade, County of, Missouri
3191. Gladstone, City of, Missouri
3192. Grain Valley, City of, Missouri
3193. Grandview, City of, Missouri
3194. Greene, County of, Missouri
3195. Hannibal, City of, Missouri
3196. Harrisonville, City of, Missouri
3197. Hazelwood, City of, Missouri
3198. Henry, County of, Missouri
3199. Howard, County of, Missouri
3200. Howell, County of, Missouri
3201. Independence, City of, Missouri
3202. Independence, Township of, Missouri
3203. Iron, County of, Missouri
3204. Jackson, City of, Missouri
3205. Jackson, County of, Missouri
3206. Jasper, County of, Missouri
3207. Jefferson City, City of, Missouri
3208. Jefferson, County of, Missouri
460
FH11185097.1
3209. Jennings, City of, Missouri
3210. Johnson, County of, Missouri
3211. Joplin, City of, Missouri
3212. Kansas City, City of, Missouri
3213. Kearney, City of, Missouri
3214. Kennett, City of, Missouri
3215. Kirksville, City of, Missouri
3216. Kirkwood, City of, Missouri
3217. Laclede, County of, Missouri
3218. Lafayette, County of, Missouri
3219. Lake St. Louis, City of, Missouri
3220. Lawrence, County of, Missouri
3221. Lebanon, City of, Missouri
3222. Lee's Summit, City of, Missouri
3223. Liberty, City of, Missouri
3224. Liberty, Township of, Missouri
3225. Lincoln, County of, Missouri
3226. Linn, County of, Missouri
3227. Livingston, County of, Missouri
3228. Macon, County of, Missouri
3229. Madison, County of, Missouri
3230. Manchester, City of, Missouri
3231. Marion, County of, Missouri
3232. Marshall, City of, Missouri
3233. Maryland Heights, City of, Missouri
3234. Maryville, City of, Missouri
3235. McDonald, County of, Missouri
3236. Mexico, City of, Missouri
3237. Miller, County of, Missouri
3238. Mississippi, County of, Missouri
3239. Moberly, City of, Missouri
3240. Moniteau, County of, Missouri
3241. Montgomery, County of, Missouri
3242. Morgan, County of, Missouri
3243. Neosho, City of, Missouri
3244. New Madrid, County of, Missouri
3245. Newton, County of, Missouri
3246. Nixa, City of, Missouri
3247. Nodaway, County of, Missouri
3248. O'Fallon, City of, Missouri
3249. Oregon, County of, Missouri
3250. Osage, County of, Missouri
3251. Overland, City of, Missouri
3252. Ozark, City of, Missouri
3253. Pemiscot, County of, Missouri
3254. Perry, County of, Missouri
3255. Pettis, County of, Missouri
3256. Phelps, County of, Missouri
3257. Pike, County of, Missouri
3258. Platte, County of, Missouri
3259. Polk, County of, Missouri
461
FH11185097.1
3260. Polk, Township of, Missouri
3261. Poplar Bluff, City of, Missouri
3262. Pulaski, County of, Missouri
3263. Ralls, County of, Missouri
3264. Randolph, County of, Missouri
3265. Ray, County of, Missouri
3266. Raymore, City of, Missouri
3267. Raytown, City of, Missouri
3268. Republic, City of, Missouri
3269. Ripley, County of, Missouri
3270. Rolla, City of, Missouri
3271. Saline, County of, Missouri
3272. Scott, County of, Missouri
3273. Sedalia, City of, Missouri
3274. Sikeston, City of, Missouri
3275. Smithville, City of, Missouri
3276. Springfield, City of, Missouri
3277. St. Ann, City of, Missouri
3278. St. Charles, City of, Missouri
3279. St. Charles, County of, Missouri
3280. St. Francois, County of, Missouri
3281. St. Joseph, City of, Missouri
3282. St. Louis, City of, Missouri
3283. St. Louis, County of, Missouri
3284. St. Peters, City of, Missouri
3285. Ste. Genevieve, County of, Missouri
3286. Stoddard, County of, Missouri
3287. Stone, County of, Missouri
3288. Taney, County of, Missouri
3289. Texas, County of, Missouri
3290. Town and Country, City of, Missouri
3291. Troy, City of, Missouri
3292. Union, City of, Missouri
3293. University City, City of, Missouri
3294. Vernon, County of, Missouri
3295. Warren, County of, Missouri
3296. Warrensburg, City of, Missouri
3297. Washington, City of, Missouri
3298. Washington, County of, Missouri
3299. Wayne, County of, Missouri
3300. Webb City, City of, Missouri
3301. Webster, County of, Missouri
3302. Webster Groves, City of, Missouri
3303. Wentzville, City of, Missouri
3304. West Plains, City of, Missouri
3305. Wildwood, City of, Missouri
3306. Wright, County of, Missouri
3307. Big Horn, County of, Montana
3308. Billings, City of, Montana
3309. Bozeman, City of, Montana
3310. Butte-Silver Bow, Montana
462
FH11185097.1
3311. Carbon, County of, Montana
3312. Cascade, County of, Montana
3313. Custer, County of, Montana
3314. Fergus, County of, Montana
3315. Flathead, County of, Montana
3316. Gallatin, County of, Montana
3317. Glacier, County of, Montana
3318. Great Falls, City of, Montana
3319. Helena, City of, Montana
3320. Hill, County of, Montana
3321. Jefferson, County of, Montana
3322. Kalispell, City of, Montana
3323. Lake, County of, Montana
3324. Lewis and Clark, County of, Montana
3325. Lincoln, County of, Montana
3326. Missoula, City of, Montana
3327. Missoula, County of, Montana
3328. Park, County of, Montana
3329. Ravalli, County of, Montana
3330. Richland, County of, Montana
3331. Roosevelt, County of, Montana
3332. Sanders, County of, Montana
3333. Yellowstone, County of, Montana
3334. Adams, County of, Nebraska
3335. Beatrice, City of, Nebraska
3336. Bellevue, City of, Nebraska
3337. Box Butte, County of, Nebraska
3338. Buffalo, County of, Nebraska
3339. Cass, County of, Nebraska
3340. Colfax, County of, Nebraska
3341. Columbus, City of, Nebraska
3342. Custer, County of, Nebraska
3343. Dakota, County of, Nebraska
3344. Dawson, County of, Nebraska
3345. Dodge, County of, Nebraska
3346. Douglas, County of, Nebraska
3347. Fremont, City of, Nebraska
3348. Gage, County of, Nebraska
3349. Grand Island, City of, Nebraska
3350. Hall, County of, Nebraska
3351. Hastings, City of, Nebraska
3352. Holt, County of, Nebraska
3353. Kearney, City of, Nebraska
3354. La Vista, City of, Nebraska
3355. Lancaster, County of, Nebraska
3356. Lexington, City of, Nebraska
3357. Lincoln, City of, Nebraska
3358. Lincoln, County of, Nebraska
3359. Madison, County of, Nebraska
3360. Norfolk, City of, Nebraska
3361. North Platte, City of, Nebraska
463
FH11185097.1
3362. Omaha, City of, Nebraska
3363. Otoe, County of, Nebraska
3364. Papillion, City of, Nebraska
3365. Platte, County of, Nebraska
3366. Red Willow, County of, Nebraska
3367. Saline, County of, Nebraska
3368. Sarpy, County of, Nebraska
3369. Saunders, County of, Nebraska
3370. Scotts Bluff, County of, Nebraska
3371. Scottsbluff, City of, Nebraska
3372. Seward, County of, Nebraska
3373. South Sioux City, City of, Nebraska
3374. Washington, County of, Nebraska
3375. York, County of, Nebraska
3376. Boulder City, City of, Nevada
3377. Carson, City of, Nevada
3378. Churchill, County of, Nevada
3379. Clark, County of, Nevada
3380. Douglas, County of, Nevada
3381. Elko, City of, Nevada
3382. Elko, County of, Nevada
3383. Fernley, City of, Nevada
3384. Henderson, City of, Nevada
3385. Humboldt, County of, Nevada
3386. Las Vegas, City of, Nevada
3387. Lyon, County of, Nevada
3388. Mesquite, City of, Nevada
3389. North Las Vegas, City of, Nevada
3390. Nye, County of, Nevada
3391. Reno, City of, Nevada
3392. Sparks, City of, Nevada
3393. Washoe, County of, Nevada
3394. Amherst, Town of, New Hampshire
3395. Bedford, Town of, New Hampshire
3396. Belknap, County of, New Hampshire
3397. Berlin, City of, New Hampshire
3398. Carroll, County of, New Hampshire
3399. Cheshire, County of, New Hampshire
3400. Claremont, City of, New Hampshire
3401. Concord, City of, New Hampshire
3402. Conway, Town of, New Hampshire
3403. Coos, County of, New Hampshire
3404. Derry, Town of, New Hampshire
3405. Dover, City of, New Hampshire
3406. Durham, Town of, New Hampshire
3407. Exeter, Town of, New Hampshire
3408. Goffstown, Town of, New Hampshire
3409. Grafton, County of, New Hampshire
3410. Hampton, Town of, New Hampshire
3411. Hanover, Town of, New Hampshire
3412. Hillsborough, County of, New Hampshire
464
FH11185097.1
3413. Hooksett, Town of, New Hampshire
3414. Hudson, Town of, New Hampshire
3415. Keene, City of, New Hampshire
3416. Laconia, City of, New Hampshire
3417. Lebanon, City of, New Hampshire
3418. Londonderry, Town of, New Hampshire
3419. Manchester, City of, New Hampshire
3420. Merrimack, County of, New Hampshire
3421. Merrimack, Town of, New Hampshire
3422. Milford, Town of, New Hampshire
3423. Nashua, City of, New Hampshire
3424. Pelham, Town of, New Hampshire
3425. Portsmouth, City of, New Hampshire
3426. Raymond, Town of, New Hampshire
3427. Rochester, City of, New Hampshire
3428. Rockingham, County of, New Hampshire
3429. Salem, Town of, New Hampshire
3430. Somersworth, City of, New Hampshire
3431. Strafford, County of, New Hampshire
3432. Sullivan, County of, New Hampshire
3433. Windham, Town of, New Hampshire
3434. Aberdeen, Township of, New Jersey
3435. Asbury Park, City of, New Jersey
3436. Atlantic City, City of, New Jersey
3437. Atlantic, County of, New Jersey
3438. Barnegat, Township of, New Jersey
3439. Bayonne, City of, New Jersey
3440. Beachwood, Borough of, New Jersey
3441. Belleville, Township of, New Jersey
3442. Bellmawr, Borough of, New Jersey
3443. Bergen, County of, New Jersey
3444. Bergenfield, Borough of, New Jersey
3445. Berkeley Heights, Township of, New Jersey
3446. Berkeley, Township of, New Jersey
3447. Bernards, Township of, New Jersey
3448. Bloomfield, Township of, New Jersey
3449. Bordentown, Township of, New Jersey
3450. Bound Brook, Borough of, New Jersey
3451. Branchburg, Township of, New Jersey
3452. Brick, Township of, New Jersey
3453. Bridgeton, City of, New Jersey
3454. Bridgewater, Township of, New Jersey
3455. Burlington, County of, New Jersey
3456. Burlington, Township of, New Jersey
3457. Camden, City of, New Jersey
3458. Camden, County of, New Jersey
3459. Cape May, County of, New Jersey
3460. Carteret, Borough of, New Jersey
3461. Cedar Grove, Township of, New Jersey
3462. Chatham, Township of, New Jersey
3463. Cherry Hill, Township of, New Jersey
465
FH11185097.1
3464. Cinnaminson, Township of, New Jersey
3465. City of Orange, Township of, New Jersey
3466. Clark, Township of, New Jersey
3467. Cliffside Park, Borough of, New Jersey
3468. Clifton, City of, New Jersey
3469. Clinton, Township of, New Jersey
3470. Collingswood, Borough of, New Jersey
3471. Cranford, Township of, New Jersey
3472. Cumberland, County of, New Jersey
3473. Delran, Township of, New Jersey
3474. Denville, Township of, New Jersey
3475. Deptford, Township of, New Jersey
3476. Dover, Town of, New Jersey
3477. Dumont, Borough of, New Jersey
3478. East Brunswick, Township of, New Jersey
3479. East Greenwich, Township of, New Jersey
3480. East Hanover, Township of, New Jersey
3481. East Orange, City of, New Jersey
3482. East Windsor, Township of, New Jersey
3483. Eatontown, Borough of, New Jersey
3484. Edgewater, Borough of, New Jersey
3485. Edison, Township of, New Jersey
3486. Egg Harbor, Township of, New Jersey
3487. Elizabeth, City of, New Jersey
3488. Elmwood Park, Borough of, New Jersey
3489. Englewood, City of, New Jersey
3490. Essex, County of, New Jersey
3491. Evesham, Township of, New Jersey
3492. Ewing, Township of, New Jersey
3493. Fair Lawn, Borough of, New Jersey
3494. Fairview, Borough of, New Jersey
3495. Florence, Township of, New Jersey
3496. Florham Park, Borough of, New Jersey
3497. Fort Lee, Borough of, New Jersey
3498. Franklin Lakes, Borough of, New Jersey
3499. Franklin, Township of, New Jersey
3500. Freehold, Borough of, New Jersey
3501. Freehold, Township of, New Jersey
3502. Galloway, Township of, New Jersey
3503. Garfield, City of, New Jersey
3504. Glassboro, Borough of, New Jersey
3505. Glen Rock, Borough of, New Jersey
3506. Gloucester City, City of, New Jersey
3507. Gloucester, County of, New Jersey
3508. Gloucester, Township of, New Jersey
3509. Guttenberg, Town of, New Jersey
3510. Hackensack, City of, New Jersey
3511. Haddon, Township of, New Jersey
3512. Haddonfield, Borough of, New Jersey
3513. Hamilton, Township of, New Jersey
3514. Hammonton, Town of, New Jersey
466
FH11185097.1
3515. Hanover, Township of, New Jersey
3516. Harrison, Town of, New Jersey
3517. Harrison, Township of, New Jersey
3518. Hasbrouck Heights, Borough of, New Jersey
3519. Hawthorne, Borough of, New Jersey
3520. Hazlet, Township of, New Jersey
3521. Highland Park, Borough of, New Jersey
3522. Hillsborough, Township of, New Jersey
3523. Hillsdale, Borough of, New Jersey
3524. Hillside, Township of, New Jersey
3525. Hoboken, City of, New Jersey
3526. Holmdel, Township of, New Jersey
3527. Hopatcong, Borough of, New Jersey
3528. Hopewell, Township of, New Jersey
3529. Howell, Township of, New Jersey
3530. Hudson, County of, New Jersey
3531. Hunterdon, County of, New Jersey
3532. Irvington, Township of, New Jersey
3533. Jackson, Township of, New Jersey
3534. Jefferson, Township of, New Jersey
3535. Jersey City, City of, New Jersey
3536. Kearny, Town of, New Jersey
3537. Lacey, Township of, New Jersey
3538. Lakewood, Township of, New Jersey
3539. Lawrence, Township of, New Jersey
3540. Lincoln Park, Borough of, New Jersey
3541. Linden, City of, New Jersey
3542. Lindenwold, Borough of, New Jersey
3543. Little Egg Harbor, Township of, New Jersey
3544. Little Falls, Township of, New Jersey
3545. Little Ferry, Borough of, New Jersey
3546. Livingston, Township of, New Jersey
3547. Lodi, Borough of, New Jersey
3548. Long Branch, City of, New Jersey
3549. Lower, Township of, New Jersey
3550. Lumberton, Township of, New Jersey
3551. Lyndhurst, Township of, New Jersey
3552. Madison, Borough of, New Jersey
3553. Mahwah, Township of, New Jersey
3554. Manalapan, Township of, New Jersey
3555. Manchester, Township of, New Jersey
3556. Mantua, Township of, New Jersey
3557. Manville, Borough of, New Jersey
3558. Maple Shade, Township of, New Jersey
3559. Maplewood, Township of, New Jersey
3560. Marlboro, Township of, New Jersey
3561. Medford, Township of, New Jersey
3562. Mercer, County of, New Jersey
3563. Metuchen, Borough of, New Jersey
3564. Middle, Township of, New Jersey
3565. Middlesex, Borough of, New Jersey
467
FH11185097.1
3566. Middlesex, County of, New Jersey
3567. Middletown, Township of, New Jersey
3568. Millburn, Township of, New Jersey
3569. Millstone, Township of, New Jersey
3570. Millville, City of, New Jersey
3571. Monmouth, County of, New Jersey
3572. Monroe, Township of, New Jersey
3573. Montclair, Township of, New Jersey
3574. Montgomery, Township of, New Jersey
3575. Montville, Township of, New Jersey
3576. Moorestown, Township of, New Jersey
3577. Morris, County of, New Jersey
3578. Morris, Township of, New Jersey
3579. Morristown, Town of, New Jersey
3580. Mount Laurel, Township of, New Jersey
3581. Mount Olive, Township of, New Jersey
3582. Neptune, Township of, New Jersey
3583. New Brunswick, City of, New Jersey
3584. New Milford, Borough of, New Jersey
3585. New Providence, Borough of, New Jersey
3586. Newark, City of, New Jersey
3587. North Arlington, Borough of, New Jersey
3588. North Bergen, Township of, New Jersey
3589. North Brunswick, Township of, New Jersey
3590. North Plainfield, Borough of, New Jersey
3591. Nutley, Township of, New Jersey
3592. Oakland, Borough of, New Jersey
3593. Ocean City, City of, New Jersey
3594. Ocean, County of, New Jersey
3595. Ocean, Township of, New Jersey
3596. Old Bridge, Township of, New Jersey
3597. Palisades Park, Borough of, New Jersey
3598. Paramus, Borough of, New Jersey
3599. Parsippany-Troy Hills, Township of, New Jersey
3600. Passaic, City of, New Jersey
3601. Passaic, County of, New Jersey
3602. Paterson, City of, New Jersey
3603. Pemberton, Township of, New Jersey
3604. Pennsauken, Township of, New Jersey
3605. Pennsville, Township of, New Jersey
3606. Pequannock, Township of, New Jersey
3607. Perth Amboy, City of, New Jersey
3608. Phillipsburg, Town of, New Jersey
3609. Pine Hill, Borough of, New Jersey
3610. Piscataway, Township of, New Jersey
3611. Plainfield, City of, New Jersey
3612. Plainsboro, Township of, New Jersey
3613. Pleasantville, City of, New Jersey
3614. Point Pleasant, Borough of, New Jersey
3615. Pompton Lakes, Borough of, New Jersey
3616. Princeton, New Jersey
468
FH11185097.1
3617. Rahway, City of, New Jersey
3618. Ramsey, Borough of, New Jersey
3619. Randolph, Township of, New Jersey
3620. Raritan, Township of, New Jersey
3621. Readington, Township of, New Jersey
3622. Red Bank, Borough of, New Jersey
3623. Ridgefield, Borough of, New Jersey
3624. Ridgefield Park, Village of, New Jersey
3625. Ridgewood, Village of, New Jersey
3626. Ringwood, Borough of, New Jersey
3627. River Edge, Borough of, New Jersey
3628. Robbinsville, Township of, New Jersey
3629. Rockaway, Township of, New Jersey
3630. Roselle, Borough of, New Jersey
3631. Roselle Park, Borough of, New Jersey
3632. Roxbury, Township of, New Jersey
3633. Rutherford, Borough of, New Jersey
3634. Saddle Brook, Township of, New Jersey
3635. Salem, County of, New Jersey
3636. Sayreville, Borough of, New Jersey
3637. Scotch Plains, Township of, New Jersey
3638. Secaucus, Town of, New Jersey
3639. Somers Point, City of, New Jersey
3640. Somerset, County of, New Jersey
3641. Somerville, Borough of, New Jersey
3642. South Brunswick, Township of, New Jersey
3643. South Orange Village, Township of, New Jersey
3644. South Plainfield, Borough of, New Jersey
3645. South River, Borough of, New Jersey
3646. Southampton, Township of, New Jersey
3647. Sparta, Township of, New Jersey
3648. Springfield, Township of, New Jersey
3649. Stafford, Township of, New Jersey
3650. Summit, City of, New Jersey
3651. Sussex, County of, New Jersey
3652. Teaneck, Township of, New Jersey
3653. Tenafly, Borough of, New Jersey
3654. Tinton Falls, Borough of, New Jersey
3655. Toms River, Township of, New Jersey
3656. Totowa, Borough of, New Jersey
3657. Trenton, City of, New Jersey
3658. Union City, City of, New Jersey
3659. Union, County of, New Jersey
3660. Union, Township of, New Jersey
3661. Upper, Township of, New Jersey
3662. Vernon, Township of, New Jersey
3663. Verona, Township of, New Jersey
3664. Vineland, City of, New Jersey
3665. Voorhees, Township of, New Jersey
3666. Waldwick, Borough of, New Jersey
3667. Wall, Township of, New Jersey
469
FH11185097.1
3668. Wallington, Borough of, New Jersey
3669. Wanaque, Borough of, New Jersey
3670. Wantage, Township of, New Jersey
3671. Warren, County of, New Jersey
3672. Warren, Township of, New Jersey
3673. Washington, Township of, New Jersey
3674. Waterford, Township of, New Jersey
3675. Wayne, Township of, New Jersey
3676. Weehawken, Township of, New Jersey
3677. West Caldwell, Township of, New Jersey
3678. West Deptford, Township of, New Jersey
3679. West Milford, Township of, New Jersey
3680. West New York, Town of, New Jersey
3681. West Orange, Township of, New Jersey
3682. West Windsor, Township of, New Jersey
3683. Westfield, Town of, New Jersey
3684. Westwood, Borough of, New Jersey
3685. Willingboro, Township of, New Jersey
3686. Winslow, Township of, New Jersey
3687. Woodbridge, Township of, New Jersey
3688. Woodland Park, Borough of, New Jersey
3689. Woolwich, Township of, New Jersey
3690. Wyckoff, Township of, New Jersey
3691. Albany, City of, New York
3692. Albany, County of, New York
3693. Allegany, County of, New York
3694. Amherst, Town of, New York
3695. Amsterdam, City of, New York
3696. Arcadia, Town of, New York
3697. Auburn, City of, New York
3698. Aurora, Town of, New York
3699. Babylon, Town of, New York
3700. Babylon, Village of, New York
3701. Ballston, Town of, New York
3702. Batavia, City of, New York
3703. Bath, Town of, New York
3704. Beacon, City of, New York
3705. Bedford, Town of, New York
3706. Beekman, Town of, New York
3707. Bethlehem, Town of, New York
3708. Binghamton, City of, New York
3709. Blooming Grove, Town of, New York
3710. Brighton, Town of, New York
3711. Bronx, County of, New York
3712. Brookhaven, Town of, New York
3713. Broome, County of, New York
3714. Brunswick, Town of, New York
3715. Buffalo, City of, New York
3716. Camillus, Town of, New York
3717. Canandaigua, City of, New York
3718. Canandaigua, Town of, New York
470
FH11185097.1
3719. Canton, Town of, New York
3720. Carmel, Town of, New York
3721. Catskill, Town of, New York
3722. Cattaraugus, County of, New York
3723. Cayuga, County of, New York
3724. Chautauqua, County of, New York
3725. Cheektowaga, Town of, New York
3726. Chemung, County of, New York
3727. Chenango, County of, New York
3728. Chenango, Town of, New York
3729. Chester, Town of, New York
3730. Chili, Town of, New York
3731. Cicero, Town of, New York
3732. Clarence, Town of, New York
3733. Clarkstown, Town of, New York
3734. Clay, Town of, New York
3735. Clifton Park, Town of, New York
3736. Clinton, County of, New York
3737. Cohoes, City of, New York
3738. Colonie, Town of, New York
3739. Columbia, County of, New York
3740. Corning, City of, New York
3741. Cornwall, Town of, New York
3742. Cortland, City of, New York
3743. Cortland, County of, New York
3744. Cortlandt, Town of, New York
3745. De Witt, Town of, New York
3746. Delaware, County of, New York
3747. Depew, Village of, New York
3748. Dobbs Ferry, Village of, New York
3749. Dryden, Town of, New York
3750. Dunkirk, City of, New York
3751. Dutchess, County of, New York
3752. East Fishkill, Town of, New York
3753. East Greenbush, Town of, New York
3754. East Hampton, Town of, New York
3755. Eastchester, Town of, New York
3756. Elma, Town of, New York
3757. Elmira, City of, New York
3758. Endicott, Village of, New York
3759. Erie, County of, New York
3760. Essex, County of, New York
3761. Evans, Town of, New York
3762. Fallsburg, Town of, New York
3763. Farmington, Town of, New York
3764. Fishkill, Town of, New York
3765. Floral Park, Village of, New York
3766. Franklin, County of, New York
3767. Fredonia, Village of, New York
3768. Freeport, Village of, New York
3769. Fulton, City of, New York
471