K. “Fee Panel.” The three-person panel appointed by the MDL Court on August 12, 2021 (MDL Docket No. 3828), to administer and make recommendations for the allocation and distribution of the Attorney Fee Fund and its sub funds as provided in the Fee Agreement.
L. “Later Litigating State.” A State that first files a lawsuit bringing a Released Claim against a Released Entity after November 14, 2022.
M. “MDL Court.” United States District Court for the Northern District of Ohio Eastern Division, Case No. 1:17-md-2804, Judge Dan Aaron Polster.
N. “MDL Expense Fund.” The cost fund described in Section II.F below.
O. “MDL Participating Counsel.” MDL Participating Counsel includes an attorney or firm authorized by MDL 2804 Lead Counsel to perform work for the Common Benefit of Participating Subdivisions. By way of example, it would include insurance counsel and appellant counsel.
P. “MDL PEC.” The Plaintiffs’ Executive Committee appointed by the MDL Court.
Q. “Non-Participating Litigating Subdivision.” A Litigating Subdivision that is not a Participating Subdivision.
R. “Non-Participating State.” A State that is not a Participating State.
S. “Participating Litigating Subdivision.” A Litigating Subdivision that is also a Participating Subdivision.
T. “Participation Agreement.” An agreement executed by an Attorney that acknowledges the obligation to pay an appropriate MDL Common Benefit Assessment.
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U. “Qualified Tribal Representation.” Representation by an attorney of a Participating Tribal Government regarding Released Claims against Released Entities. Such counsel are eligible for Common Benefit Fee consideration. The Walmart Tribal Global Settlement provides for the contribution to the Common Benefit Fund as shall be determined by the MDL Court.
V. “Qualifying Representation.” Legal services provided for representation of the MDL PEC or Participating Litigating Subdivision regarding Released Claims against Released Entities.
W. “State Back-Stop Agreement.” Any agreement by a Settling State and private counsel for Participating Subdivisions in that State (or legislation enacted in that State) to provide, adjust, or guarantee attorneys’ fees and costs, whether from the Attorney Fee Fund or any other source recognized in the agreement or legislation. 2 X. “Subdivision Cost and Expense Fund.” The fund created to pay approved Subdivision and Tribal Nations costs and expenses as set forth in Section II.E.
Y. “Walmart.” (i) Walmart Inc. and (ii) all of its respective past and present direct or indirect parents, subsidiaries, divisions, affiliates, joint ventures, predecessors, successors, and assigns.
II. Fees and Costs
A. Total Attorneys’ Fees and Costs
1. Total attorneys’ fees and costs to be paid by Walmart to Attorneys under this Fee Agreement shall be up to but in no event more than $297,720,376.93, subject to the reductions and provisions set forth below. The total attorneys’ fees and costs consists of up to $267,720,376.93 for the Attorney Fee Fund, as set forth in Section II, and $30,000,000 in total for the Subdivision Cost and Expense Fund and MDL Expense Fund, as set forth in Sections II.E and II.F respectively.
2. If an Eligible State does not join the Agreement by the State Participation Date and is accordingly not a Settling State, the total attorneys’ fees and costs to be paid under this Fee Agreement by Walmart shall be reduced by twelve point four percent (12.4%) times the Remediation Payment amount that would have been allocated to that Non-Settling State as set forth in Section IV.B of the Walmart Agreement.
3. The total attorneys’ fees and costs to be paid under this Fee Agreement by Walmart shall also be reduced by the amount of the Contingency Fee Fund for Attorneys representing Litigating Subdivisions in any Settling State that continue
2 Nothing herein shall be understood to indicate approval for additional State Back-Stop Agreements or modifications of existing State Back-Stop Agreements.
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to pursue Released Claims (“Non-Participating Litigating Subdivisions”), as set forth in Section II.D.4 and II.H.7 below.
4. If Walmart settles with any Non-Settling State after November 14, 2022, and such settlement allows for the Subdivision(s) in such Non-Settling State to join the settlement, Walmart agrees to withhold from the attorney fee portion of such settlement a Common Benefit Fund assessment, to be deposited in the Common Benefit Fund, of 7.5% times the portion of the Remediation Payment that would have been due to such State if it had participated in the Walmart Settlement and been awarded its full portion of the Remediation Payment (the “Walmart State Settlement CBF Assessment”). If Walmart settles with any Subdivision(s) in a Non-Settling State other than in connection with a statewide settlement that includes the relevant State after November 14, 2022, then Walmart agrees to withhold from the attorney fee portion of such settlement a Common Benefit Fund assessment, to be deposited in the Common Benefit Fund, of 7.5% times the portion of the Remediation Payment that would have been due to such Subdivision under this Agreement (the “Walmart Subdivision CBF Assessment,” and, along with the Walmart State Settlement CBF Assessment, each a “Walmart CBF Assessment”). If (a) Walmart settles with a Non-Settling State after November 14, 2022, (b) such settlement does not allow for the Subdivision(s) in such Non-Settling State to join the settlement, and (c) Walmart later prevails in asserting that Released Claims of Primary Subdivisions in such Non-Settling State were released as a result of such settlement, Walmart agrees to deposit the Walmart State Settlement CBF Assessment in the Common Benefit Fund. Any Walmart CBF Assessment is inclusive of any assessment related to such settlement that would be required by the Ongoing Common Benefit Order (Dkt. #4428) in In re National Prescription Opiate Litigation, Case No. 1:17-md-2804.
To the extent that Walmart is required to pay any additional and/or separate assessment on such settlement as a result of the Ongoing Common Benefit Order, the Walmart CBF Assessment shall be reduced by the amount required to be paid pursuant to the Ongoing Common Benefit Order.
B. Attorney Fee Fund and Sub Funds
1. The Attorney Fee Fund shall consist of the Contingency Fee Fund and the Common Benefit Fee Fund.
2. There shall be a split of the Attorney Fee Fund into the Contingency Fee Fund and the Common Benefit Fund. The split shall be 40% to the Contingency Fee Fund and 60% to the Common Benefit Fund. The Cost Funds shall include the MDL Expense Fund, and the Subdivision Cost and Expense Fund. The State Counsel Fee Fund and the State Cost Fund shall be separate funds under the control of the Settling States.
3. The Contingency Fee Fund and the Common Benefit Fund shall be administered by a Fee Panel to be appointed by the MDL Court that will be governed by the provisions of this Fee Agreement and shall design the process R-5
and procedures for the allocation of fees pursuant to this Fee Agreement and the MDL Court’s Order. The Cost Funds shall be administered by the Cost and Expense Fund Administrator to be appointed by the MDL Court who will be governed by the provisions of this Agreement and shall design the process and procedures for the allocation of costs pursuant to this Agreement and the MDL Court’s Order.
4. The fees to be paid under this Fee Agreement are available for Attorneys engaged in Qualifying Representations and Qualified Trial Representations only.
Fees to be paid under this Fee Agreement are not available prior to the Effective Date of the Walmart Agreement. Fees to be paid under this Fee Agreement are not available for representation of States, Non-Participating Subdivisions or Non- Litigating Subdivisions and are not available for representation of private hospitals, third-party payors, NAS claimants, personal injury/wrongful death claimants, or any entity other than Participating Litigating Subdivisions. In addition, fees under this Fee Agreement are not available for representation of any individual or entity in matters other than those claims against Released Entities, but may include a reasonable share of representations that involve development of facts for pursuit of opioid-related claims against multiple defendants in the pharmacy, manufacturing, and distribution chain.
5. In no event shall Walmart be required to pay more into the Attorney Fee Fund than the maximum amount specified in paragraph II.A.1. The amounts allocated to the Contingency Fee Fund and the Common Benefit Fund set by the Fee Panel shall be subject to the reductions set forth in Section II.A.2 and the reductions and refunds set forth below.
6. Awards of fees from the Contingency Fee Fund shall be available to Attorneys with Qualifying Representations of Participating Litigating Subdivisions eligible to receive an allocation under the Walmart Agreement, as set forth in Exhibit G to the Walmart Agreement, and shall be made by applying the Mathematical Model attached as Exhibit “A” to this Fee Agreement. The collection of the data and calculations for the Mathematical Model has been a cooperative effort among private counsel for a large number of Litigating Subdivisions. The analysis has been spearheaded by Joseph Tann and Andrew Arnold. The Fee Panel is encouraged to continue working with those counsel in application of the Model. The Fee Panel shall oversee the application of the Model and resolve any questions or disputes concerning the eligibility of a Counsel to participate as required in Section II.G. The Panel is empowered to hear disputes concerning and ensure the accuracy of the mathematical calculation.
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7. As to awards from the Contingency Fee Fund, there shall be no right of appeal.
8. Any appeal of an award of the Fee Panel from the Common Benefit Fund will be made to the MDL Court and be reviewed under an abuse of discretion standard.
C. Common Benefit Fund (60% of the Attorney Fee Fund.)
1. Walmart shall pay the entirety of the Common Benefit Fund payments into the Attorney Fee Fund within fifteen (15) calendar days of the Effective Date of the Walmart Agreement, subject to the reductions set forth in Section II.A.2 and the adjustments set forth below.
2. The Common Benefit Fund shall be available to compensate Attorneys engaged in Qualifying Representations of Participating Litigating Subdivisions and Qualified Tribal Representation of Tribal Participating Governments who:
a. have performed work for the Common Benefit of all Participating Subdivisions and/or Tribal Nations consistent with the provisions to the guidelines established by Judge Polster set forth in MDL 2804 and the Order dated May 1, 2018, under docket number 358, which is included herein by reference; and
b. satisfy the eligibility criteria set forth in Section II.G.
For purposes of Common Benefit Fund distribution, notwithstanding paragraph II.A.5, Attorneys representing Tribal Nations litigating against Walmart have also reached a settlement for Released Claims with Walmart, and these settlements are the subject of agreements with Walmart. Attorneys are eligible for Common Benefit consideration provided such agreement with Walmart became effective under their terms. Such Attorneys must meet the eligibility criteria in Section II.G.
For purposes of Common Benefit Fund distribution, notwithstanding paragraph II.A.5, MDL Participating Counsel not engaged in Qualifying Representations of Participating Litigating Subdivisions but who performed work for the Common Benefit pursuant to authorization from the MDL Co- Leads and meet the eligibility criteria in Section II.G shall be eligible.
3. The Common Benefit Fund shall be overseen by the Fee Panel, which shall determine the allocation of funds to eligible Attorneys consistent with this Fee Agreement and the May 1, 2018 Order.
4. In assessing the benefits that an Applicant has conferred to Participating Subdivisions (including non-Litigating Subdivisions) and/or Tribes for R-7
purposes of any compensation decision, the Fee Panel shall give significant weight to the extent to which (i) the Applicant and his or her clients have contributed to increasing (or reducing) Subdivision Participation in the Walmart Agreement as of the Threshold Subdivision Participation Date, and (ii) the Applicant and his or her clients have contributed to increasing (or reducing) the amounts achieved under Incentive Payments A-D through participation in the Walmart Agreement, including the Walmart Tribal Agreement. The Fee Panel shall also consider additional fee recoveries the Applicant may potentially obtain, including, but not limited to, from attorney fee funds under other Settlement Agreements, State Back-Stop Agreements, representations of States or Tribal Nations, representations of other clients in opioids-related matters, or through the representation of Subdivision clients, whether they participated in the Walmart Agreement or not. It is the intent of this provision to recognize that the goal of the Walmart Agreement is to provide for maximum participation by the Subdivisions, maximum abatement funding for all Subdivisions nationally, and the maximum peace for Released Entities. Therefore, representing a Non-Participating Subdivision does not further the goal of the Walmart Agreement, and should not be considered Common Benefit because it does not increase funds available to Participating Subdivisions’ abatement programs. Representing Later Litigating Subdivisions or Later Litigating States is antithetical to the Walmart Agreement and detracts from Common Benefit. The Fee Panel shall consider this concept of “common detriment” set forth in this paragraph in all of its decision making with respect to the allocation of the Attorney Fee Fund among Applicants, as well as, in its discretion, any refunds provided to Walmart as set forth in Section II.H. The Fee Panel shall consider the totality of the Applicant’s Participating Litigating Subdivisions as compared to the Applicant’s Non-Participating Litigating Subdivisions; the Parties recognize that, although the goal is for 100% participation, Applicants with a greater number of clients have a greater probability of having one or more Non- Participating Litigating Subdivision. As used in this paragraph II.C.4, “client” or “representing” a Subdivision shall include any Litigating Subdivision as to which the Applicant has a Fee Entitlement.
5. As set forth in Section II.H, the Fee Panel must consider the factors described in paragraph II.C.4 to determine how and whether to allocate funds among Applicants and to determine the amounts to refund to Walmart. Any reduction to an Applicant not refunded to Walmart shall be allocated to attorneys whose Litigating Subdivision clients participated in the settlement by the Threshold Subdivision Participation Date.
D. Contingency Fee Fund. (40% of the Attorney Fee Fund.)
1. Walmart shall pay the entirety of the Contingency Fee Fund payment into the Attorney Fee Fund within fifteen (15) calendar days of the Effective Date of the Walmart Agreement, subject to the reductions set forth in Section II.A.2 and the adjustments set forth below.
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2. The Contingency Fee Fund shall be available to compensate Attorneys engaged in Qualifying Representations of Participating Litigating Subdivisions that meet the criteria set forth in Section II.G.
a. The Contingency Fee Fund shall be available to Attorneys who represent Litigating Subdivisions that are Participating Subdivisions, whether their actions are filed in state or federal court, and meet the eligibility criteria of Section II.G.
b. Participation in the Contingency Fee Fund by counsel that have a case that is not subject to the jurisdiction of the MDL Court shall not create, provide, or waive jurisdiction of the MDL Court over that Litigating Subdivision, that case or Attorneys, other than to oversee the fairness of the distribution process, and enforcement of this Fee Agreement.
3. The amount owed by Walmart to the Contingency Fee Fund shall be reduced to reflect the non-joinder of Litigating Subdivisions in Settling States by subtracting the amounts identified by the Fee Panel, pursuant to paragraph II.H.7, that would have been owed to counsel for Non-Participating Litigating Subdivisions in Settling States had such Litigating Subdivisions been Participating Subdivisions. The Fee Panel shall remit payment to Walmart from the Contingency Fee Fund for any amounts corresponding to such reductions.
4. In the event that after the date of the Walmart Agreement, Walmart, prior to the Effective Date of the Walmart Agreement, settles with any Litigating Subdivision that would have been eligible to participate in the Settlement Agreement, and, under such settlement agreement pays attorneys’ fees, the Fee Panel shall treat those Litigating Subdivisions as Participating Litigating Subdivisions and, applying the same criteria applicable to all Attorneys for Participating Litigating Subdivisions, determine what amount they would have been paid from the Contingency Fee Fund if they had become Participating Subdivisions under the Walmart Agreement without such prior settlement. That sum, rather than being paid to the Attorney for the previously settling Litigating Subdivision, shall be returned to Walmart, except that such refund shall not be greater than the amount paid to the Attorneys under the Litigating Subdivision’s prior settlement agreement.
E. Subdivision Cost and Expense Fund
1. Walmart shall pay $22,500,000 into the Subdivision Cost and Expense Fund.
2. The Subdivision Cost and Expense Fund shall be available to compensate Attorneys for costs and expenses arising out of representation of Participating Litigating Subdivisions. No funds in the Subdivision Cost and Expense Fund R-9
may be used to compensate the costs incurred by Non-Participating Subdivisions or Non-Litigating Subdivisions or costs and expenses arising out of representation of any such Subdivision. In allocating the Subdivision Cost and Expense Fund, the Administrator shall not allocate any funds for costs incurred after November 14, 2022.
3. During the period between November 14, 2022 and the Effective Date, the MDL PEC, as well as Litigating Subdivisions eligible to claim costs from the Subdivision Cost and Expense Fund shall make best efforts to cease litigation activity against Walmart, including by jointly seeking stays or severance of claims against Walmart, where feasible, or postponements if a motion to stay or sever is not feasible or is denied, so long as such actions are not otherwise detrimental to the Litigating Subdivision.
4. In the event that Walmart, prior to the Effective Date of the Walmart Agreement, settles with any Litigating Subdivision and, under such settlement agreement pays costs to the Litigating Subdivision or its Attorney, the MDL Cost and Expense Fund Administrator shall treat those Litigating Subdivisions as Participating Litigating Subdivisions and, using the same criteria applicable to all applicants to the Subdivision Cost and Expense Fund, determine what amount in costs the Litigating Subdivision or its Attorney would have been paid from the Subdivision Cost and Expense Fund if they had settled under the Walmart Agreement. That sum, rather than being paid to the Attorney or the previously settling Litigating Subdivision, shall be credited and/or returned to Walmart, except that such sum shall not be greater than the amount paid under the previously settled Litigating Subdivision’s settlement agreement.
5. The Cost Fund shall be administered by the Cost Fund and Expense Fund Administrator (MDL Docket No. 3828), who will be governed by the provisions of this Agreement and shall design the process and procedures for the allocation of costs pursuant to this Agreement and the MDL Court’s Order.
6. The costs of the Cost and Expense Fund Administrator shall be paid from the Cost Fund and allocated by the Cost and Expense Fund Administrator between the MDL Direct Cost Fund and the Subdivision Cost and Expense Fund to fairly charge each fund the cost incurred in implementing and supervising the specific fund.
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7. The Cost and Expense Fund Administrator shall set the process and procedures for submission of and criteria for applications for payment of Subdivisions’ and Tribal Nations’ costs and expenses. The Cost and Expense Fund Administrator shall receive and evaluate applications from Participating Litigating Subdivisions and litigating Tribal Nations, whether filed in Federal Court or State Court, to seek reimbursement for eligible costs under Section II.E.2 in pursuit of claims against Walmart. The process shall require a showing that the costs or expenses sought were reasonably incurred in furtherance of active litigation of a designated state or federal bellwether trial-set case, or Common Benefit. The Cost and Expense Fund Administrator shall require transparency from all applicants as to any other sources for compensating Attorneys for Subdivisions and Tribal Nations for costs incurred. If funds remain after the reimbursement of approved out-of-pocket costs, the Cost and Expense Fund Administrator may consider reasonable and appropriate payment for client time, costs, or expenses incurred by recognized trial bellwether plaintiffs. At the conclusion of the process, any funds not allocated by the Cost and Expense Fund Administrator shall be transferred to the Common Benefit Fund established in this Exhibit R.
8. In the event that States and Subdivisions enter into an additional global settlement with a party or parties other than Walmart that is (a) under the jurisdiction of the MDL Court in MDL No. 2804, (b) creates a separate cost fund, and (c) unless the parties agree to another date, such agreement has an effective date prior to June 30, 2023, the Cost and Expense Fund Administrator shall have the authority to aggregate the Cost Fund with the cost fund created under that global settlement agreement. The Cost and Expense Fund Administrator shall have the authority to address the appropriate procedures and required information to allow the costs to be funded from the appropriate cost fund or shared by two or more cost funds; provided, however, that the Subdivision Cost and Expense Fund shall remain subject to the requirements set forth in Section II.E.2. For the avoidance of doubt, the Subdivision Cost and Expense Fund is available only to compensate Attorneys for costs and expenses arising out of representation of Participating Litigating Subdivisions and no funds in the Subdivision Cost and Expense Fund may be used to compensate the costs incurred by Non-Participating Subdivisions or Non-Litigating Subdivisions or costs and expenses arising out of representation of any such Subdivision.
F. MDL Expense Fund
1. Walmart shall pay $7,500,000 into the MDL Expense Fund.
2. The MDL Expense Fund shall be released following the Effective Date of this Fee Agreement without any delay to reimburse the MDL Counsel for an agreed-to portion of the expenses incurred, as approved by the Cost and Expense Fund Administrator. The sum deposited into the MDL Expense Fund will be paid directly to the MDL Cost Account, set up by MDL Order and will be administered under the ongoing jurisdiction of the MDL Court, as provided R-11
below. No funds may be used to compensate the costs incurred by Non- Participating Subdivisions or to compensate any Attorney for costs incurred in representing one or more Non-Participating Subdivisions.
3. In allocating the MDL Expense Fund, the Administrator shall not allocate any funds for costs incurred after November 14, 2022, unless the Administrator determines that there are sufficient funds to cover all subdivision costs incurred prior to November 14, 2022 and that special circumstances exist to justify costs incurred following the public announcement of the Walmart Agreement, including reasonable costs related to the implementation of the Walmart Agreement.
G. Eligibility
1. It is the intention of all parties participating in the Fee Panel process that there should be total transparency to the Fee Panel and to all fund participants. In connection with the process to be developed by the Fee Panel, any and all monies in attorney’s fees received or awarded, including prior or future Contingency Fees, Common Benefit Fees, referral fees, expenses paid, promises for payment, or any other Fee Entitlement, to any Applicant in any opioid litigation shall be disclosed to the Fee Panel as a condition of participating in the Attorney Fee Fund and prior to an award from the Fee Panel. Any payment, expectation of payment or perceived entitlement to participate in a State Back-Stop Agreement or any other agreement reached with a Settling State or any Subdivision or any other source regarding payment of fees must be disclosed to the Fee Panel. Similarly, any right to payment from any other fund, for example a fund for payment to lawyers representing Settling States or Tribal Nations or Subdivisions shall be disclosed to the Fee Panel. Because it is anticipated that there will be multiple firms listed on contingent fee agreements with Litigating Subdivisions, the Fee Panel shall establish procedures, with input from Attorneys for Participating Litigating Subdivisions, for which party or parties should petition for fees from such groups and to whom the fee shall be paid and thereafter distributed to co-counsel in accordance with applicable agreements.
For the avoidance of doubt, all Attorneys that are part of such groups must meet the eligibility criteria in paragraph II.G.3, must be subject to the criteria set forth in paragraph II.C.4, and must be disclosed to the Fee Panel.
2. An Applicant may apply for and recover attorneys’ fees from the Common Benefit Fund, the Contingency Fee Fund, and any fund created by a past or future State Back-Stop Agreement, provided the Applicant satisfies the requirements relevant to each such fund and requirements for disclosure to the Fee Panel.
3. An Attorney may not receive any payment from the Attorney Fee Fund (which includes both the Contingency Fee Fund and the Common Benefit R-12
Fund) unless the following eligibility criteria are met and annually certified by the Attorney:
a. The Attorney must expressly waive the enforcement against the Litigating Subdivision client of all Fee Entitlements (other than under State Back- Stop Agreements) arising out of or related to any or all Qualifying Representations of any Participating Litigating Subdivision prior to applying for attorneys’ fees from the Attorney Fee Fund. All applications for attorneys’ fees under this Fee Agreement shall include an affirmation by the Attorney of such waiver and notice to the client(s) of such waiver.
Such waiver shall not preclude the Attorney from submitting such Fee Entitlements to the Fee Panel as a factor for consideration in allocating payments from the Attorney Fee Fund or in connection with a State Back- Stop Agreement. For the avoidance of doubt, no Attorney may recover fees under this Fee Agreement unless the Attorney expressly agrees not to enforce Fee Entitlements as to each and every Participating Litigating Subdivision represented by that Attorney, but such Attorneys may participate in and receive funds from a State Back-Stop Agreement.
b. The Attorney must represent that s/he has no present intent to represent or participate in the representation of any Later Litigating Subdivision or Later Litigating State with respect to Released Claims against Released Entities.
c. The Attorney must represent that s/he has not and will not engage in any advertising or solicitation related to Released Claims against Released Entities where such advertising or solicitation relates to a representation of a Subdivision eligible to be a Participating Subdivision after the Threshold Subdivision Participation Date.
d. The Attorney must represent s/he will not charge or accept any referral fees for any Released Claims brought against Released Entities by Later Litigating Subdivisions or Later Litigating States. This representation shall not prohibit Attorneys from receiving allocated shares of any future common benefit assessments arising out of settlements or judgments with Later Litigating Subdivisions or Later Litigating States that are the result of the MDL Court’s Common Benefit Order.
e. The Attorney may not have and must represent that s/he does not have a Fee Entitlement related to a Later Litigating Subdivision or Later Litigating State, other than a potential Common Benefit Fee.
f. The Attorney must fully disclose the participation, or the anticipation of participation, in any agreement with a Settling State or Participating Subdivision concerning fees arising out of or related to the Walmart R-13
Agreement, including any fees paid or anticipated to be paid or any State Back-Stop Agreement.
g. The Attorney must identify for the Fee Panel whether s/he utilized state litigation work product or MDL work product, including but not limited to ARCOS data, document repositories, experts developed in the MDL, trial transcripts, or deposition transcripts. The Attorney must identify whether s/he signed the MDL Participation Agreement.
h. Any Attorney who applies for fees from one or both Funds must represent that, having exercised his/her independent judgment, s/he believes the Walmart Agreement to be fair and will make or has made best efforts to recommend the Agreement to his or her Subdivision clients in Settling States. For avoidance of doubt, each Attorney is expected to exercise his or her independent judgment in the best interest of each client individually before determining whether to recommend joining the settlement. All applications for attorneys’ fees or costs under this Section shall include an affirmation by the Attorney in compliance with this Subsection.
4. No Attorney receiving fees under this Fee Agreement may apply for or recover from the Attorney Fee Fund fees arising from representing a Non- Settling State or a Non-Participating Subdivision, provided, however, that this provision is not intended to prohibit Attorneys who do not represent or otherwise have a contractual agreement with such Non-Settling State or Non- Participating Subdivision from receiving allocated shares of any future common benefit assessments that arise out of settlements or judgments involving such Non-Settling State or Non-Participating Subdivision. All applications for attorneys’ fees under this Section shall include an affirmation by the Attorney of compliance with this Section.
5. An Attorney who has filed an application under this section and received an award of attorneys’ fees shall provide a certification of compliance with the Sections of this Fee Agreement annually during the years upon which they are still entitled to receive attorneys’ fee payments under this Agreement. This certification will be done as directed by the Panel.
6. If, at any time, the Attorney is unable to make the representations set forth in this Section, such representations become untrue, or the Attorney falsely represents compliance with the eligibility criteria, the Attorney shall cease to be eligible to receive funds from the Attorney Fee Fund until further review by the Fee Panel of the Attorney’s eligibility under and compliance with this Section II.
7. If an Attorney has a Fee Entitlement with a Later Litigating Subdivision or Later Litigating State or otherwise becomes unable to reaffirm compliance with the eligibility criteria set forth above, the Attorney shall notify Walmart R-14
and the Fee Panel. For the avoidance of doubt, any Attorney who undertakes any new representation of, or has a Fee Entitlement with, a Later Litigating Subdivision or Later Litigating State shall be prohibited from receiving any future funds from the Attorney Fee Fund and be subject to additional obligations as set forth in Subsection 8 below. If an Attorney fails to notify Walmart and the Fee Panel of such Fee Entitlement with a Later Litigating Subdivision or Later Litigating State, the Attorney shall be required to refund amounts previously paid. The Fee Panel shall notify Walmart when it receives notification.
8. To the extent an Attorney who has received compensation from the Attorney Fee Fund based on Qualifying Representations of Participating Litigating Subdivisions under the Walmart Agreement represents a Later Litigating Subdivision or Later Litigating State, such Attorney shall be obligated to refund such amounts received as compensation from the Attorney Fee Fund to Walmart. Walmart or such Attorney may bring any dispute as to whether such Attorney shall be obligated to refund such amounts received from the Attorney Fee Fund to Walmart to the Fee Panel. Nothing herein shall require a multi-attorney law firm that has received compensation from the Attorney Fee Fund to refund such amounts if an attorney of the firm that is no longer affiliated with such law firm, after such departure, represents a Later Litigating Subdivision or Later Litigating State, provided that (a) neither the law firm nor any of its other attorneys have any contractual or financial arrangement regarding, stand to benefit directly or indirectly from, or directly or indirectly provide financial or other support of any kind to, the former attorney’s representation of the Later Litigating Subdivision or Later Litigating State and (b) if the former attorney was a partner or owner of the multi-attorney law firm at the time that the law firm received compensation from the Attorney Fee Fund, the former attorney shall be obligated to refund such amounts as the former attorney earned as a result of the compensation that the law firm received from the Attorney Fee Fund.
9. In the event that an Attorney is deemed ineligible by the Fee Panel (whether based on its initial application or subsequent recertification), the Fee Panel shall provide notice to the Attorney and give the Attorney 30 days to provide additional information such that the Fee Panel could re-consider the Attorney’s eligibility.
10. To the extent that an Attorney has a Fee Entitlement with a Participating Subdivision and is authorized to bring Released Claims against Released Entities, but such authorization is, in scope, less broad than the category of Released Claims set forth in the Walmart Agreement, such Attorney may participate fully in both the Contingency Fee Fund and the Common Benefit Fund, without any reduction imposed by the Fee Panel due to the scope of the authorization, so long as the Participating Subdivision fully releases all Released Claims against Released Entities.
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11. Attorneys applying to the Attorney Fee Fund knowingly and expressly agree to be bound by the decisions of the Fee Panel, subject to the limited appeal rights set forth in this Fee Agreement, and waive the ability to assert the lack of enforceability of the allocation reached through the procedures outlined herein.
12. Applicants are under an ongoing obligation to inform the Fee Panel in writing of any additional fees earned, expected, or received related to any Opioid litigation throughout the period of the Fee Panel’s operation.
H. Calculation of Amounts Due.
1. The Fee Panel shall be solely responsible for determining the amount of fees to be paid to each Applicant. None of the Released Entities shall have any responsibility, obligation, or liability of any kind whatsoever with respect to how attorneys’ fees are calculated under this Section, except that the Fee Panel may receive information from Walmart as to (a) the identity of Participating, Non-Participating, Litigating, Later Litigating, and Non- Litigating Subdivisions; (b) the impact of non-participation by a Litigating Subdivision as is relevant to the Fee Panel’s determination in paragraph II.C.4; and (c) such other information as Walmart may voluntarily elect to provide.
2. The Fee Panel shall establish procedures for making determinations under this Fee Agreement consistent with this Fee Agreement and orders of the MDL Court. Such procedures may include submission of documentary and/or other evidence, interviews with Applicants and/or other counsel (including counsel for Walmart) that the Fee Panel deems appropriate, and/or other means of creating a record upon which fee awards will be based.
3. In making determinations under this Fee Agreement, the Fee Panel must apply the eligibility criteria set forth in Section II.G of this Fee Agreement and the criteria set forth in Section II. The Fee Panel shall ensure that payments are only made for Qualifying Representations of Participating Litigating Subdivisions. In addition, the Fee Panel will give consideration in regard to Common Benefit Fund awards to the Johnson factors, as well as the following factors (which factors may be applied and given relative weight in the Fee Panel’s discretion):
a. The Applicant’s contemporaneously recorded time and labor dedicated to Qualifying Representations along with the Applicant’s financial commitment to such Qualifying Representations. Claimed “time” will not be automatically accepted by the Fee Panel but will be critically reviewed and given substantially more weight and consideration if such time was subject to the audit process described in any Pretrial Order(s) governing the collection of common benefit time;
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b. The novelty, time, and complexity of the Qualifying Representations;
c. The skill requisite to perform legal services properly and undesirability of the case;
d. The preclusion of other employment by the Applicant due to time dedicated to Qualifying Representations;
e. The Common Benefit, if any, alleged to have been conferred by the Applicant and whether such Common Benefit work product by that Applicant was used by others in parallel litigations against Released Entities whether within or outside the MDL, provided that any Applicant claiming that s/he substantially benefited cases other than those in which s/he entered an appearance as counsel must substantiate such claims by proffering factual support, such as proper supporting affidavits or other documents as determined by the Fee Panel with input from Attorneys for Participating Litigating Subdivisions;
f. Any “common detriment,” as set forth in paragraph II.C.4;
g. Any contingent fee agreement or other Fee Entitlement with Participating Subdivisions, enforcement of which, except for State Back-Stop Agreements, are waived in conjunction with the application, the nature and extent of any work for those Participating Subdivisions, whether such Participating Subdivisions actively litigated and, if so, the nature and procedural history of such case(s);
h. The experience, reputation, and ability of the Applicant;
i. Whether the Applicant’s clients brought Released Claims against Released Entities;
j. The status of discovery in cases primarily handled by the Applicant;
k. The nature of any work by the Applicant on “bellwether” cases or cases that were similarly active in litigation;
l. Any pressure points successfully asserted by the Applicant in cases against Walmart or any risk for Walmart created by the Applicant in cases against Walmart;
m. Any risk for defendants created by Applicants in cases against Walmart;
n. Successful and unsuccessful motion practice in cases worked on by the Applicant;
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o. The date of filing of any cases filed by the Applicant;
p. Obtaining consolidation of the litigation in the Applicant’s jurisdiction;
q. The number and population of entities represented by the Applicant and the fees that would have been awarded under extinguished contingent fee arrangements;
r. Whether the Applicant’s clients brought claims against Walmart prior to the announcement of this settlement on November 14, 2022;
s. Whether the Applicant has had a leadership role in the litigation, whether in state or federal court;
t. Whether the Applicant has had a leadership role in any negotiations aimed at resolving the litigation;
u. Whether the Applicant’s cases have survived motions to dismiss;
v. The extent to which the Applicant contributed to the work product used for the common benefit of opioids litigants, including, without limitation, work on ARCOS data, Prescription Data Monitoring Programs, IQVIA data, depositions, document production and analysis experts, motions, briefs and pleadings, trial preparations, and trials;
w. The extent to which litigation occurred prior to and contributed to completion of settlement negotiations, as distinct from litigation that occurred after the announcement of the Walmart Agreement on November 14, 2022, such latter litigation both being of less value and, the case of litigation filed after the announcement of the Walmart Agreement on November 14, 2022, resulting in a common detriment to the settlement process, which in both cases should be viewed less favorably; and
x. Any other factors that the Fee Panel finds to be appropriate to consider after input from Applicants to the Attorney Fee Fund.
4. It is possible that the States and Subdivisions that are litigating Opioid cases will enter additional settlements in close proximity of the time for processing the Walmart Settlement. If there are additional settlements and these settlements create a Common Benefit Attorney Fee Fund to be administered by the Fee Panel, the Fee Panel may:
a. Consolidate the Common Benefit approval process to include evaluation of all Common Benefit Applications for all settlements entered after November 14, 2022;
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b. Determine the fair and equitable allocation of the Aggregate Common Benefit Fees that come after November 14, 2022, including consideration of beneficial or detrimental actions taken with respect to any Settling Defendant contributing to the Common Benefit Attorney Fee Fund;
c. Give consideration to the amount and timing of each settlement, including the amount and timing of Common Benefit Fees;
d. The Fee Panel shall abide by the applicable Attorney Fee Agreement in each of the Settlements in Allocating the Common Benefit Fees provided for in the Settlement; and
e. Be guided in their work by the Orders of the Court related to Fees and Costs.
5. The Fee Panel shall develop procedures for receiving a single application, which may be updated or amended based on new information (such as participation by additional Litigating Subdivisions) from each Applicant seeking compensation from each sub fund of the Attorney Fee Fund pursuant to processes and procedures developed by the Fee Panel, which shall not be inconsistent with this Fee Agreement. Any request for attorneys’ fees not included on the single application or through the updating/amendment process designed by the Fee Panel shall be deemed waived. For purposes of transparency and to permit the Fee Panel to conduct its work, the application from each Applicant shall, at a minimum, require each Applicant to:
a. Identify all Litigating Subdivisions for which s/he is seeking payment from the Attorney Fee Fund;
b. Identify all Subdivisions in both Settling and Non-Settling States (and, where applicable, Tribal Nations) with respect to which s/he has a Fee Entitlement with respect to Relevant Claims against Released Entities, and identify all co-counsel in such cases;
c. Identify which of those Subdivisions are Participating Subdivisions and which are not (with similar information for Tribal Nations, where applicable);
d. Specify the specific fund or funds within the Attorney Fee Fund from which the Attorney is seeking compensation;
e. Demonstrate his or her eligibility for compensation from the relevant sub funds within the Attorney Fee Fund pursuant to the criteria set forth for the relevant sub fund;
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f. Identify any and all Fee Entitlements from representations of States, Tribal Nations, or other plaintiffs related to Released Claims against Released Entities or in opioids-related matters;
g. Notwithstanding “a-f” above, the Panel may consider a supplemental application if the Applicant shows good cause why circumstances exist that will lead to consideration for additional Common Benefit award.
Examples would include, but are not limited to, an Applicant having Non- Participating Litigating Subdivision clients that subsequently become Participating Subdivisions, a Bar Date passes that increases participation or an Allocation Agreement is reached.
6. With respect to the Common Benefit Fund, the Fee Panel shall (subject to any applicable MDL Court Order):
a. Review the applications of all Applicants seeking compensation from the Common Benefit Fund, including determining eligibility for each Applicant as set forth in Section II.G.
b. Using criteria set forth in Sections II.C and II.G, allocate amounts from the Common Benefit Fund to eligible Applicants, including payment amounts for each Payment Year. In making such allocations, the Panel shall apply the principles set forth in paragraph II.C.5 to the amounts paid to Applicants with a Common Benefit Fee Entitlement.
7. With respect to the Contingency Fee Fund, the Fee Panel shall:
a. Review the applications of all Attorneys seeking compensation from the Litigating Subdivision Fee Fund, including determining eligibility for each Attorney as set forth in Section II.G.
b. Apply the Mathematical Model in Exhibit A.
c. Use such allocations to determine refund amounts owed to Walmart from the Attorney Fee Fund, and inform Walmart and the MDL PEC of all such adjustments.
8. To the extent that there is a dispute about the calculations of the Fee Panel related to the amount that Walmart is required to pay (including application of any reductions or refunds under this Fee Agreement), such disputes shall be presented to the Fee Panel and any disputed funds be paid into/held in escrow.
The Fee Panel shall resolve such disputes expeditiously, with either Party having the right to seek review from the MDL Court.
9. For purposes of determination of fee or cost awards, allocations, reductions, and possible reversions under this Fee Agreement, unless specified otherwise R-20
a Subdivision will be considered a Non-Participating Subdivision if it is not a Participating Subdivision as of the deadline for the application for the fee at issue (or, if the determination does not involve a specific application, the date on which the record for such determination closes).
10. In the event that the Fee Panel, through the use of the Mathematical Model set forth in Exhibit A, allocates funds from the Contingency Fee Fund for an Attorney based on a Qualifying Representation of a Participating Litigating Subdivision and that Subdivision is in a Settling State in which the Consent Judgment has not been approved, such funds shall be placed into escrow until the Consent Judgment is approved, after which time they shall be released.
I. Miscellaneous.
1. The Fee Panel shall charge an hourly rate approved by the Court. The Pre- Effective Date costs associated with the Cost and Expense Fund Administrator shall be paid from funds in the Cost Fund. Post-Effective Date, the cost of the Fee Panel shall be charged against the applicable Fee Fund based on allocation by the Fee Panel and shall not be otherwise funded by Walmart.
2. The MDL PEC will seek, and the Attorneys General for Settling States and the Walmart will not oppose, a Common Benefit Fee Order requiring an assessment of 7.5% on the gross recovery (by judgment or settlement) of any Non-Participating Subdivision that is subject to the federal court jurisdiction, represented by a MDL PEC firm, represented by any Attorney receiving fees from the Common Benefit Fund, represented by any Attorney that signed a Participation Agreement or had been paid in a case otherwise under the jurisdiction of the MDL Court.
3. The MDL PEC shall provide to Walmart information the PEC has that identifies Attorneys who represent Litigating Subdivisions who are not Participating Subdivisions and who have an obligation to pay a common benefit assessment, either due to the MDL Court’s orders or having signed a Participation Agreement.
4. The MDL PEC and Walmart agree that it is a conflict of interest for an Attorney that had represented a Participating Subdivision to represent a Later Litigating Subdivision or Later Litigating State. This Subsection shall be enforceable to the extent permitted by the equivalent to Rules 1.16 and 5.6 of the ABA Model Rules of Professional Conduct in the relevant jurisdictions.
The MDL PEC represents that it will comply with this provision in the case of the Walmart Agreement until the Effective Date of the Walmart Agreement, as well as thereafter, if the Walmart Agreement proceeds.
5. Participating Subdivisions agree to instruct their counsel to treat information, work product and expert materials as confidential under Rule 1.6 of the ABA Model Rules of Professional Conduct. Accordingly, an Attorney shall not R-21
share information or work product with, or experts or materials to, non- participants (other than the Attorney’s own current clients or their lawyers, consultants, experts or other representatives or agents). However, nothing herein shall prevent MDL Leadership or PEC Counsel from fulfilling their obligations in any MDL and the MDL Court Order.
III. Miscellaneous
A. Termination. If the Walmart Agreement does not proceed past the date on which the Settlement Fund Administrator makes a determination as to whether the Subdivision Participation Thresholds have been satisfied and the time for the Parties to the Walmart Agreement to dispute such determination has passed, this Fee Agreement shall be null and void, Walmart shall have no obligation to make any payments under this Fee Agreement, and Walmart and the MDL PEC shall take such steps as are necessary to restore the status quo ante. All funds paid by Walmart into the Attorney Fee Fund and Cost Fund shall be promptly returned to Walmart (including interest that accrues during such time as the monies are in escrow).
B. MDL Court Consideration. This Fee Agreement shall be attached as an exhibit to the Walmart Agreement. This Fee Agreement shall also be submitted by Walmart and the MDL PEC to the MDL Court for approval pursuant to the motion and order that shall be attached, prior to the notice date under Section II.A.3 of the Walmart Agreement as to whether the State Participation Threshold has been satisfied, to this Fee Agreement, as Exhibit B.
1. In the event that the MDL Court, through an order, makes any change to the amounts potentially to be paid by Walmart under this Fee Agreement, makes any change to the Fee Panel’s consideration of the factors set forth in paragraph II.C.4, or any other material change to the draft Order attached as part of Exhibit B or the terms of this Fee Agreement, Walmart and the MDL PEC shall meet and confer concerning such changes. The MDL Court shall have no authority to increase the payments made by Walmart related to fees and costs beyond the amounts described in this Fee Agreement.
2. If Walmart and the MDL PEC are unable to reach agreement and revisions to this Fee Agreement, this Fee Agreement shall be null and void, Walmart shall have no obligation to make any payments under this Fee Agreement, and Walmart and the MDL PEC shall take such steps as are necessary to restore the status quo ante. All funds paid by Walmart into the Attorney Fee Fund and Cost Fund shall be promptly returned to Walmart (including interest that accrues during such time as the monies are in escrow prior to the Effective Date of the Walmart Agreement).
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C. Amendment. Once the MDL Court has entered an order implementing this Fee Agreement, this Fee Agreement can only be amended by (1) written agreement of Walmart and the MDL PEC and (2) approval by the MDL Court.
D. Jurisdiction and Enforcement. The MDL Court shall have exclusive and ongoing jurisdiction over the enforcement and implementation of this Fee Agreement as set forth herein. The MDL PEC shall be the Authorized Party to enforce this Fee Agreement, as to the payment obligations of Walmart as set forth in this Fee Agreement and as to Attorneys making application to the Funds under this Fee Agreement. Solely for purposes of assessing or allocating common benefit fees, the MDL Court will continue to have jurisdiction over the work product developed in the MDL Court by and under the direction of the MDL PEC with respect to claims against Walmart, including data and documents, depositions, expert reports, briefs and pleadings; and the MDL Court’s protective orders, management orders, and other decisions regarding such discovery and other work product, including but not limited to, conditions on its use, will continue in full force and effect. Nothing in this paragraph authorizes the MDL Court to act contrary to this Agreement or to share any of the work product, or provides the MDL Court with jurisdiction over the Walmart Agreement.
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Description of Mathematical Model for the Allocation of the Contingency Fee Funds Walmart Settlement Agreement
This document describes the Mathematical Model for allocation of the Contingency Fee Fund described in Exhibit R (Agreement of Attorneys’ Fees, Costs, and Expenses) to the Walmart Settlement Agreement.
3 Awards of fees from the Contingency Fee Fund shall be available to Attorneys with Qualifying Representations of Participating Litigating Subdivisions eligible to receive an allocation under the Walmart Settlement Agreement. 4 A Fee Panel shall oversee the
application of the Model and resolve any questions or disputes concerning the eligibility of a counsel to participate. The Panel is empowered to hear disputes concerning and ensure the accuracy of the mathematical calculations.
In general terms, allocation of the Contingency Fee Fund shall be made by (1) determining the amount of the Settlement Fund that is attributable to each Participating Litigating Subdivision; (2) making certain adjustments to these amounts based on when the Subdivision filed suit and the terms of the applicable fee contract; and (3) dividing the Contingency Fee Fund proportionately among counsel for each Participating Litigating Subdivision based on the amounts calculated in subpart 2.
To collect a fee award from the Contingency Fee Fund, a Participating Litigating Subdivision must have named Walmart (or any Released Entity) in its lawsuit. The total maximum amount of the Contingency Fee Fund in the Walmart Settlement Agreement is $107,088,150.77. 5 Allocation of the Contingency Fee Fund shall be made according to the following steps. These calculations are made only for purpose of determining the percentage share of the Contingency Fee Fund that Attorneys for each Participating Litigating Subdivision should receive, not for determining the dollar amount each Subdivision will receive. (1) For each Settling State, attribute 50% of the settlement funds for that State to its Subdivisions according to the Subdivision Allocation Percentage in Exhibit G to the Walmart Settlement Agreement.
Illustrative example:
• Assume that State A is allocated 1.00000% of the
$2,393,794,118.64 Remediation amount [see Exhibit M of the Walmart Settlement Agreement].
• 50% of the 1% share allocated to State A is $11,968,970.59.
3 See Walmart Settlement Agreement, Exhibit R § II.D.2. 4 Walmart Settlement Agreement, Exhibit R § II.D.2.
5 Walmart Settlement Agreement, Exhibit R § II.A.1 & II.D.1.
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• Assume that, per Exhibit G of the Agreement, the
Subdivision Allocation Percentage for City B in State A is
1.00000000%.
• For purposes of determining its counsel’s share of the Contingency Fee Fund, City B is attributed 1.00000000% of $11,968,970.59, or
$119,689.71.
(2) Adjust the amounts in paragraph 1 as follows:
a. Upward Adjustment for Early Filers. Increase the amount calculated in paragraph 1 above by 10% for any Litigating Subdivision that named Walmart in a suit before December 5, 2017, the date the National Prescription Opiate Litigation MDL was formed. If the Litigating Subdivision did not name Walmart in a suit before December 2, 2022, then fees from the Contingency Fee Fund will not be awarded to Attorneys with otherwise Qualifying Representations of that Participating Litigating Subdivision.
Illustrative Example:
• Assume City C is attributed $1,000,000 under paragraph 1 above.
• If City C named Walmart before 12/5/2017, the
attributed amount would be adjusted to $1,100,000.
b. Determine Amount Due under Contingency Fee Contract. Determine the amount that would be due to Attorneys with Qualifying Representations of each Participating Litigating Subdivision under the terms of the applicable fee contract if the Participating Litigating Subdivision were to receive the amount calculated in paragraph 2.a. This amount can be referred to as the Contingency Fee Assumption.
Illustrative Example:
• Continuing the example given in paragraph 2.a, if Attorneys have a 20% contingency fee contract with City C for the relevant litigation, the amount calculated in this step would be 20% of $1,100,000, or $220,000.
In the next step, the Contingency Fee Assumption is used to determine the percentage share of the Contingency Fee Fund due to Attorneys for each Participating Litigating Subdivision.
(3) Divide the Contingency Fee Fund proportionately among Attorneys for each Participating Litigating Subdivision in two ways:
a. National Fee Pool Calculation. Determine each Litigating Subdivision’s R-25
percentage share of all amounts due under contingency fee contracts nationwide by dividing the Contingency Fee Assumption calculated for each Subdivision in paragraph 2.b by the sum of all Contingency Fee Assumptions. Then multiply that percentage by the Contingency Fee Fund to figure each Subdivision’s dollar share of the Contingency Fee Fund (but only if the Subdivision timely named Walmart in a lawsuit).
Illustrative example:
• $220,000 [from para. 2.b] ÷ $120,000,000 [total amount owed under contingency fee contracts nationwide] = 0.1833333%6 • 0.1833333% * $107,088,150.77 [Contingency Fee Fund] = $196,328.28
b. Separate State Fee Pools Calculation. Determine each Litigating Subdivision’s percentage share of all amounts due under contingency fee contracts statewide by dividing the Contingency Fee Assumption calculated for each Subdivision in paragraph 2.b by the sum of all Contingency Fee Assumptions in the same State.
Then multiply that percentage by the portion of the Contingency Fee Fund that corresponds to that State’s Overall Allocation Percentage, shown in Exhibit F of the Walmart Settlement Agreement, to figure each Subdivision’s dollar share of the Contingency Fee Fund.
Illustrative example:
• 1% * $107,088,150.77 = $1,070,881.51 [amount of
the Contingency Fee Fund corresponding to State A]
• Assume a total of $1,600,000 is owed under contingency fee contracts for State A.
• $220,000 [from para. 2.b] ÷ $1,600,000 = 13.75%
• 13.75% * $1,070,881.51 = $147,246.21
The award of fees to Attorneys with Qualifying Representations of Participating Litigating Subdivisions will be the average of the final amounts calculated in paragraphs
3.a and 3.b above less any amounts the Fee Panel is authorized to, and does, withhold.7 Paragraph 3.a represents allocation based on a proportional share of a National Fee Pool, while paragraph 3.b represents allocation based on a proportional share of the Separate State Fee Pools. In other words, for the National Fee Pool described above in paragraph
3.a, the contingency fee contract rate is compared to all other contingency fee contract
6 In this example, $120 m illion is the amount theoretically owed under all contingency fee contracts for litigation against Walmart as calculated in paragraph 2.b. This amount is illustrative only; the actual amount will not be known until all litigating subdivisions are identified and the terms of their contingency fee contracts are collected. 7 The model also enforces a maximum fee award of 20% of the amount calculated in paragraph 2.b.The description in this document of the Mathematical Model is by necessity an abstraction; the precise contours of the calculations are defined in the model itself.
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rates in the nation. For the Separate State Fee Pools described above in paragraph 3.b, the contingency fee contract terms are compared to the other contingency fee contract terms in that same State. The National Fee Pool and the Separate State Fee Pools are given equal weighting.
Using the first methodology, Attorneys for two Subdivisions in different States with the same amount calculated under paragraph 2.b would be assigned the same amount under paragraph 3.a. Using the second methodology, Attorneys for the same two Subdivisions would be assigned different amounts under paragraph 3.b because they are in different States. Specifically, the Subdivision in the State with a smaller proportion of Participating Litigating Subdivisions would be allocated more than the Subdivision in the State with a greater proportion of Participating Litigating Subdivisions.
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By:
Name: Rachel Brand
Executive Vice President of Global
Governance, Chief Legal Officer and
Corporate Secretary
Date:
On behalf of Walmart Inc.
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By:
Name: Paul T. Farrell, Jr.
Date:
By:
Name: Jayne Conroy
Date:
By:
Name: Joseph F. Rice
Date:
On behalf of Plaintiffs’ Executive Committee
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EXHIBIT S
Agreement on the State Outside Counsel Fee
Fund for Chain Pharmacy Settlements
1. Definitions.
a. “Chain Pharmacy” means any of CVS, Walgreens, and Walmart, and “Chain Pharmacies” means all of the foregoing.
b. “Multistate Chain Pharmacy Settlement Agreement” means This Settlement Agreement along with any other settlement of opioids-related claims among 30 or more states and a Chain Pharmacy.
c. “This Settlement Agreement” means the settlement agreement between the Settling States and the Chain Pharmacy to which this Agreement is attached as an Exhibit.
d. “Settling Chain Pharmacy” means the Chain Pharmacy that is a party to This Settlement Agreement.
e. “Settling States” has the meaning given such term in the relevant Multistate Chain Pharmacy Settlement Agreement.
2. Creation of a State Outside Counsel Chain Pharmacies Fee Fund. The Settling States have agreed to the creation of a state outside counsel fee fund to pay reasonable attorneys’ fees of Settling States which have retained outside counsel in connection with litigation against one or more Chain Pharmacies (such fund, the “State Outside Counsel Chain Pharmacies Fee Fund”).
3. State Outside Counsel Chain Pharmacies Fee Fund Administration. The State Outside Counsel Chain Pharmacies Fee Fund shall be administered separately from any other funds for the payment of attorneys fees or costs in connection with This Settlement Agreement, including any common benefit fund, contingency fee fund for subdivision counsel, state cost fund, or MDL expense fund. If necessary, a committee of Attorneys General shall be convened to oversee the State Outside Counsel Chain Pharmacies Fee Fund (the “Chain Pharmacies Fee Fund Committee”). The Chain Pharmacies Fee Fund Committee shall be appointed by the Settling State Members of the Enforcement Committee and shall be comprised solely of Attorneys General of Settling States that engaged outside counsel to pursue litigation against one or more Chain Pharmacies. The Settlement Fund Administrator (the “Fee Fund Administrator”) shall administer the State Outside Counsel Chain Pharmacies Fee Fund according to this Exhibit and, if convened, the guidelines and directives of the Chain Pharmacies Fee Fund Committee.
4. State Outside Counsel Chain Pharmacies Fee Eligibility.
a. To receive any amount from the State Outside Counsel Chain Pharmacies
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Fee Fund, an outside counsel to a Settling State must have filed and maintained an action in the name of a Settling State or its Attorney General against a Chain Pharmacy in a state or federal court as of November 1, 2022. No Settling State (or its outside counsel) shall receive funds from both the State Outside Counsel Chain Pharmacies Fee Fund and any “Additional Remediation Amount” as may be provided for in This Settlement Agreement.
b. In addition to the eligibility criteria set forth in Paragraph 4.a, above, and for the avoidance of doubt, only Settling States under This Settlement Agreement are eligible to receive any funds paid into the State Outside Counsel Chain Pharmacies Fee Fund as a result of This Settlement Agreement.
5. State Outside Counsel Chain Pharmacies Fee Fund Amount. The Settling Chain Pharmacy shall pay funds into the State Outside Counsel Chain Pharmacies Fee Fund in an amount equal to, and on the schedule identified in Exhibit M (the “Contribution”). The Settling Chain Pharmacy’s Contribution shall subject to a reduction as described in Paragraph 8, below.
6. State Outside Counsel Chain Pharmacies Fee Fund Availability and Calculation of Amount.
a. The State Outside Counsel Chain Pharmacies Fee Fund shall be available to compensate private outside counsel for Settling State Attorneys General for approved fees arising out of representation of the Settling State pursuant to the schedule attached to this agreement as Schedule I (the “Fee Schedule”).
b. The Fee Schedule is intended to reflect the fee calculation in subparagraph
6.c
, below (the “Fee Calculation”). Subject to adjustments required by Paragraph 8, below, in the event of any discrepancy between the Fee Schedule and the Fee Calculation, the Fee Schedule shall control. Each Settling State, by becoming a Participating State in This Settlement Agreement, agrees that the Fee Schedule reflects the Fee Calculation and waives any right to contest the accuracy of the Fee Schedule, absent manifest error, the exclusion of a Settling State, or the inclusion of a Non- Settling State. The version of the Fee Schedule reflecting any necessary adjustments shall be the “Final Fee Schedule.”
c. Fees shall be aggregated across the Multistate Chain Pharmacy Settlement Agreements and be calculated by adding two components: (a) a fixed amount consisting of fifty percent (50%) of the amount of remediation funds allocated to a Settling State and its Subdivisions pursuant to the Multistate Chain Pharmacy Settlement Agreements multiplied by 4.5% (or, if lower, the applicable contingency fee percentage in the Settling State’s
S-3
outside counsel contract); and (b) a proportional percentage of the remaining fee due under that Settling State’s contract with its outside counsel assuming that fifty percent (50%) of the Settling State’s recovery is allocable to a Settling State (rather than allocable to the Settling State’s Participating Subdivisions) so that the fees of all eligible Settling States (minus the fixed amount that would have been allocated to any Non- Settling States had they become Settling States) exhausts the State Outside Counsel Chain Pharmacies Fee Fund. The proportional share percentage will be the same for each Settling State included in the State Outside Counsel Chain Pharmacies Fee Fund. Fees shall be split proportionally among each Multistate Chain Pharmacy Settlement Agreement, as set forth on the Fee Schedule.
d. All amounts paid will be less any costs or fees of the Fee Fund Administrator. The Fee Schedule reflects a holdback amount of $50,000 for such administrative expenses of the Fee Fund Administrator. The remainder of any unused administrative expenses shall be disbursed pro rata to States receiving monies from the State Outside Counsel Chain Pharmacies Fee Fund at the conclusion of such administration.
7. Payment by the Fee Fund Administrator.
a. The Fee Fund Administrator shall hold the Contribution in escrow until the earlier of (1) the last of the three Multistate Chain Pharmacy Settlement Agreements becomes effective or (2) when instructed by the Settling State Members of the Enforcement Committee.
b. Subject to eligibility pursuant to Paragraph 4, above, a Settling State’s outside counsel may receive funds from the State Outside Counsel Chain Pharmacies Fee Fund in the following scenarios (“Payment Scenarios”):
1. The Settling State’s outside counsel agrees that the amount listed for such state on the Final Fee Schedule either satisfies in full or exceeds the amounts owed to all such Settling State’s outside counsel and such counsel has provided written notice waiving all entitlement to additional fee in respect of any Multistate Chain Pharmacy Settlement Agreement.
2. The Settling State and its outside counsel enter into a signed writing establishing the amount owed to the counsel, which includes an agreement on the payment of the amount listed for such state on the Final Fee Schedule and waives any right of the State or its outside counsel to additional amounts from the State Outside Counsel Chain Pharmacies Fee Fund.
3. A final judgment is entered that is no longer appealable, which judgement adjudicates the amount owed to the Settling State’s counsel in respect of This Settlement Agreement and directs the Chain Pharmacies Fee Fund Committee how to pay the amount
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listed on the Final Fee Schedule for such State.
If no Payment Scenario is applicable with respect to a Settling State, then the Settling State’s share shall be placed in an interest-bearing escrow account (less reasonable expenses of the Fee Fund Administrator) and held unless and until a Payment Scenario is applicable. c. Upon the applicability of a Payment Scenario 1 with respect to a Settling State, the Fee Fund Administrator shall pay that Settling State’s outside counsel the amount identified on the Final Fee Schedule for such state or such lesser amount that satisfies the Settling State’s obligation to its outside counsel in full. Any remaining allocation to such State shall be paid to the Settling State.
d. Upon the applicability of a Payment Scenario 2 or 3 with respect to a Settling State, the Fee Fund Administrator shall release monies from the State Outside Counsel Chain Pharmacies Fee Fund in either the amount held by the Fee Fund Administrator, if the amount of the agreement or judgment is equal to or more than the amount held, or the amount indicated in the agreement or in the final judgment, if the amount in the agreement or judgment is less than the amount held.
e. Nothing herein, including the amounts listed in Paragraph 6 above or on any Fee Schedule, shall prevent a Settling State from arguing in any proceeding with its outside counsel that (i) its recovery was less than fifty percent (50%) of the recovery in the settlement agreement down to and including fifteen percent (15%) of the total recovery; (ii) any payment should be discounted by an appropriate discount rate commensurate to the risk of the settlement agreement and the timeline that the Settling State is receiving its payments; (iii) the settlement amount should be lower because the amount a Settling State receives was reduced because such Settling State’s outside counsel failed to obtain joinder from a Settling State’s Subdivision(s) that the outside counsel also represented; or (iv) any limitation placed by the Settling Chain Pharmacy bars payment of a higher fee to outside counsel. f. In the event the amount due to the Settling State’s outside counsel from an escrow account is less than the total amount of funds escrowed on the account of the Settling State, the balance shall be paid to the Settling State.
In no event, other than a State becoming a Non-Settling State, shall funds revert to a Chain Pharmacy.
8. Reduction of Amounts Owed
a. Non-Settling States; Reversion and Redistribution. Amounts owed by the Settling Chain Pharmacy to the State Outside Counsel Chain Pharmacies Fee Fund shall be reduced by amounts allocated to the fixed amount for such State under This Settlement Agreement in the event that a listed State becomes a Non-Settling State. Specifically, the reduction in the
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amount owed by the Settling Chain Pharmacy shall be calculated as 2.25% times the total Remediation Payments that would have been allocated to the Non-Settling State had it been a Settling State. The payments for the other Settling States reflected in the Fee Schedule shall be adjusted by the Fee Fund Administrator to reflect a recalculated proportional percentage under the Fee Calculation.
b. Settling States; Redistribution. If a Settling State under This Settlement Agreement (i) would otherwise be entitled to a payment from the State Outside Counsel Chain Pharmacies Fee Fund and (ii) is eligible to be a “Settling State” under either of the two other Multistate Chain Pharmacy Settlement Agreements but does not become such a “Settling State,” then that Settling State’s payment from the State Outside Counsel Chain Pharmacies Fee Fund shall be reduced to an amount equal to the Contribution times the Settling State’s allocation percentage on Exhibit F, which shall be treated as an additional remediation payment in lieu of a fee payment. The payments for the other Settling States reflected in the Fee Schedule shall be adjusted by the Fee Fund Administrator to reflect a recalculated proportional percentage under the Fee Calculation. c. If either or both of the other Chain Pharmacies fail to enter into a Multistate Chain Pharmacy Settlement Agreement, or if such Multistate Chain Pharmacy Settlement Agreements fail to take effect by December 15, 2023, then the Settling Chain Pharmacy and the Enforcement Committee shall renegotiate the terms of Paragraph 8.a in order to permit prompt payment to Settling States that terminated contested litigation with the Settling Chain Pharmacy, and permitting additional time if necessary to finalize payments to the other Settling States. In no event will such renegotiation result in additional reversion of monies in the State Outside Counsel Chain Pharmacies Fee Fund to the Settling Chain Pharmacy.
9. Interpretation.
a. This Agreement shall be an Exhibit to each Multistate Chain Pharmacy Settlement Agreement and shall include the Fee Schedule setting forth the presumptive payment calculations for each eligible Settling State. By joining This Settlement Agreement, each State agrees on the presumptive accuracy of the Fee Schedule, absent manifest error, the inclusion of a Non-Settling State, or the exclusion of a Settling State.
b. It is the intent of all parties that the State Outside Counsel Chain Pharmacies Fee Fund function in a similar manner, with similar calculations and mechanics, as the “State Outside Counsel Fee Fund” established in Exhibit S of that certain settlement agreement dated as of July 21, 2021 setting forth the terms of settlement between and among McKesson Corporation, Cardinal Health, Inc., and AmerisourceBergen Corporation, on the one hand, and certain settling states and certain participating subdivisions, on the other
S-6
hand.
S-7
Schedule I to Exhibit S
Fee Schedule
[This Fee Schedule is subject to adjustment pursuant to Paragraph 6.b of Exhibit S)]
State Total Fee Walgreens Share Walmart Share CVS Share Alaska $1,851,826.21 $691,943.15 $416,884.80 $742,998.26 Arkansas $4,873,566.77 $1,821,030.03 $1,097,141.78 $1,955,394.96 Delaware $3,726,440.37 $1,392,401.12 $838,899.65 $1,495,139.61 Kentucky $7,773,195.40 $2,904,489.25 $1,749,908.82 $3,118,797.34 Michigan $22,162,404.67 $8,281,081.68 $4,989,220.69 $8,892,102.29 Mississippi $4,641,790.38 $1,734,425.75 $1,044,964.07 $1,862,400.56 Nevada $9,363,802.33 $3,498,826.64 $2,107,987.70 $3,756,987.99 New
Hampshire
$5,985,080.61 $2,236,352.15 $1,347,366.79 $2,401,361.67 New Mexico
$2,748,895.55 $2,748,895.55 $- $-
Puerto Rico
$6,893,516.73 $2,575,793.38 $1,551,874.76 $2,765,848.60 South Dakota $1,101,349.40 $411,524.13 $247,936.78 $441,888.49 Utah $2,884,152.67 $1,204,171.82 $603,818.18 $1,076,162.67 West Virginia $2,399,292.74 $2,399,292.74 $- $- Admin Expense Holdback $20,875.66 $10,467.86 $18,656.48 Total $31,921,103.05 $16,006,471.88 $28,527,738.91
Excluded States:
• Florida (Walgreens; Walmart; CVS)
• New Mexico (Walmart; CVS)
• West Virginia (Walmart; CVS)
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EXHIBIT T
Agreement on the Joint State Cost Fund
1. Definitions.
a. “Opioids Defendant” means Walmart, or such other defendant in opioids- related litigation that enters into a Multistate Settlement after November 1, 2022, and “Opioids Defendants” means all of the foregoing. b. “Multistate Settlement” means this Settlement Agreement along with any other settlement of opioids-related claims among 30 or more states and an Opioids Defendant.
c. “Settlement Agreement” means the settlement agreement between the Settling States and the Opioids Defendant to which this Agreement is attached as an Exhibit.
d. “Settling Opioids Defendant” means the Opioids Defendant that is a party to the Settlement Agreement.
e. “Settling States” has the meaning given such term in the Settlement Agreement.
2. Creation of a State Cost Fund. The Settling Opioids Defendant and the Settling States agree to the creation of a fund to pay costs and expenses associated with litigation and investigations related to the opioids litigation (such fund, the “State Cost Fund”). The State Cost Fund shall be administered separately from any other funds for the payment of attorneys fees or costs in connection with the Settlement Agreement, including any common benefit fund, contingency fee fund for subdivision counsel, subdivision cost fund, or MDL expense fund. However, the State Cost Fund shall be administered jointly with similar “State Cost Funds” created in other Multistate Settlements after November 1, 2022; any state cost funds jointly administered in this manner shall be referred to as the “Joint State Cost Fund.” To the extent permissible and feasible, the Joint State Cost Fund may also be jointly administered with any fund for reimbursement of states’ litigation and investigation costs established by a bankruptcy plan, including the Mallinckrodt bankruptcy plan, any plans that may emerge from the bankruptcies of Purdue and Endo, and any similar bankruptcies of opioids defendants. To the extent feasible, the Joint State Cost Fund may also be jointly administered with the State Cost Funds established pursuant to the Distributors Multistate Settlement and the Janssen Multistate Settlement.
3. State Cost Fund Amount. The Settling Opioids Defendant shall pay into the State Cost Fund in the amount listed on, and on the schedule set forth in, Exhibit M (the “Settling Opioids Defendant’s Contribution”) for the purpose paying States’ costs and T-2
expenses associated with to the opioid litigation.
4. Joint State Cost Fund Committee. A committee of Attorneys General or their designated representatives (such committee, the “Joint State Cost Fund Committee ”) shall oversee the Joint State Cost Fund. The committee shall be appointed by the Settling State Members of the Enforcement Committee, who shall aim to (i) have equal representation between states that retained contingency fee outside counsel and states that did not retain contingency fee outside counsel with respect to opioids-related litigation, and (ii) maintain consistency of committee membership across state cost funds that compose the Joint State Cost Fund. The Settling State Members of the Enforcement Committee may by majority vote add to or change the composition of the Joint State Cost Fund Committee.
5. Joint State Cost Fund Administrator.
a. The Joint State Cost Fund Committee may select an administrator (the “Joint State Cost Fund Administrator ”), who shall administer the Joint State Cost Fund and direct payments to Settling States according to the guidelines and directives of the Joint State Cost Fund Committee. While the expenses of the Joint State Cost Fund Administrator shall be reimbursable pursuant to the principles and guidelines listed below, the Joint State Cost Fund Administrator shall first rely on any separate funds that may be set aside for such purpose in any Multistate Settlement. b. The Joint State Cost Fund Administrator shall be responsible, under the direction and supervision of the Joint State Cost Fund Committee, for receiving and reviewing applications for reimbursement from the Joint State Cost Fund. This may include the creation of an audit process to ensure the integrity of submissions, as well as reimbursement rules to incentivize accurate submissions.
6. State Cost Fund Guidelines and Principles.
a. Monies in the State Cost Fund shall be released without any delay to reimburse Settling States for documented costs incurred or paid in connection with litigation and investigation related to the opioid litigation. b. In allocating the Joint State Cost Fund, the Joint State Cost Fund Committee shall seek to comply with the following principles:
1. Each State Cost Fund should be used to reimburse costs incurred by States that are Settling States in the Multistate Settlement from which funds are paid. (However, the foregoing sentence does not preclude a Non-Settling State that joins a separate Multistate Settlement from participating in the Joint State Cost Fund with respect to contributions made by other Opioids Defendants.) T-3
2. Funds in any State Cost Fund shall be primarily used to reimburse costs incurred prior to the date on which the relevant Multistate Settlement was first made available for participation to eligible States. Regardless of other factors considered in prioritizing payments, all costs incurred prior to January 1, 2023, shall be paid before any costs incurred after that date are paid.
3. The Joint State Cost Fund shall prioritize the reimbursement of the following over reimbursement of any State’s litigation or investigation costs:
• the reasonable costs of the Joint State Cost Fund
Administrator;
• repayment of National Association of Attorneys General grants made in connection with opioid litigation, without regard to when the grants were made;
• repayment of state-attributable costs of any mediator in connection with negotiations of a Multistate Settlement;
4. The Joint State Cost Fund shall seek to prioritize costs in the following order:
• litigation -related costs; then
• investigation -related costs; then
• settlement and negotiation related costs; then
• cost shares.
5. Costs incurred by a State’s outside counsel that the State is contractually obligated to reimburse shall be treated as costs incurred by a State.
6. As between similar categories of costs (e.g., defendant-specific litigation -related costs), the Joint State Cost Fund shall first reimburse costs incurred by a State’s outside counsel that the State is contractually obligated to reimburse out of its recovery, and then reimburse costs directly incurred by States.
7. The Joint State Cost Fund shall be available to reimburse only those costs which have not yet been reimbursed to a State from any other source, including any other fund set aside in a Multistate T-4
Settlement or bankruptcy plan for the reimbursement of costs or any individual state settlements.
8. The Joint State Cost Fund should not reimburse expenses that are expected to be reimbursed from another source, such as a bankruptcy debtor, unless such expected reimbursements do not come to fruition within a reasonable amount of time. This includes cost shares paid by states.
9. When coordinating among different state cost funds that each could be used to reimburse a given expense, the Joint State Cost Fund Committee may set guidelines to equitably distribute reimbursements across all state cost funds in a manner that prioritizes costs unlikely to be otherwise reimbursed to a similarly situated State.
10. The Joint State Cost Fund may deny reimbursement of costs, on either an individual basis or a categorical basis, that a supermajority (75%+) of the Joint State Cost Fund Committee determines to be unreasonable.
11. After all costs identified in the foregoing have been reimbursed, the remaining funds in the Joint State Cost Fund shall be distributed to states in proportion to their allocation of remediation payments in the Mallinckrodt bankruptcy plan. Such distribution shall be treated as a reimbursement for States’ unenumerated costs of administering the Multistate Settlements and no subdivision shares shall be carved out of such disbursement, nor shall any attorney’s fees be assessed against such distribution (unless individually agreed to by a State).
c. In applying the foregoing principles, the Joint State Cost Fund Committee shall have the discretion to vary their application in order to ensure equity among similarly situated states and to facilitate the ease and speed of administering the Joint State Cost Fund. The Joint State Cost Fund Committee may also apply percentages to approximate costs attributable to a particular Opioids Defendant (or categories of Opioids Defendants) in a manner that seeks to treat similarly situated states equitably. d. The Joint State Cost Fund Committee shall establish guidelines for the submission and approval of expenses eligible for reimbursement from the Joint State Cost Fund, which guidelines may be coordinated and consolidated with any similar cost funds in other state opioid settlements for purposes of joint administration and efficiency.
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e. Unless waived by the Joint State Cost Fund Committee, the Joint State Cost Fund Administrator shall, in accordance with such guidelines, receive from Settling States records sufficient to demonstrate the incurrence and payment of each expense.
f. Where the Joint State Cost Fund Committee determines by a supermajority vote (75%+) that outside counsel for a Settling State has failed to exercise reasonable diligence in reviewing submitted costs for allowability, and such failure has resulted in the reimbursement of unallowed costs to such outside counsel, the Committee shall have the discretion to reduce or recover payments made to such outside counsel in an amount calculated to incentivize the exercise of reasonable diligence.
7. State Undertakings. Each State submitting for reimbursement of costs from the Joint State Cost Fund agrees:
a. to only submit costs allowable under this Joint State Cost Fund Agreement; b. to provide all back-up documentation that may be requested with respect to any submitted cost and to make itself available for any questions related to such costs;
c. to exercise reasonable diligence to ensure that all submitted costs are allowable under (i) this Joint State Cost Fund Agreement, (ii) the State’s contract with its outside counsel, if relevant, (iii) state law, and (iv) the policies and procedures applicable to the State’s retention of outside counsel, if relevant; and
d. to promptly return any excess payments made to the State or its outside counsel from the Joint State Cost Fund, including payments made for costs that were reimbursed from another source or are not allowable hereunder.
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EXHIBIT U
IRS Form 1098-F
*Amounts to be completed following confirmation of settlement participation.
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EXHIBIT V
WALMART SETTLEMENT AGREEMENT SIGN-ON FORM
This form indicates whether a State has determined to become a Settling State under the Walmart Settlement Agreement. Each Settling State’s Attorney General represents that he or she has or has obtained (or will obtain no later than the Threshold Subdivision Participation Date) the authority set forth in Section X. G. Attorneys General that determine to become a Settling State are committing to obtaining any necessary additional State releases prior to the Effective Date.
The State/Commonwealth/Territory of ____________________________ has determined:
☐ to become or
☐ not to become
a Settling State under the Walmart Settlement Agreement
_____________________________________ ________________
Signature Date
____________________________________ ____________________________________ Printed Name Title
(1) Primary Contact for Your Office
Name:
Title:
Email:
Direct Phone Number:
V-2
(2) Secondary Contact for Your Office
Name:
Title:
Email:
Direct Phone Number:
(3) DEADLINE: THURSDAY, DECEMBER 15 , 2022 AT 5:00 PM ET Please email your completed form to the following:
For Walmart:
Brian K. Mahanna
Wilmer Cutler Pickering Hale and Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
[email protected]
For the Attorneys General:
Josh Stein, Attorney General
North Carolina Department of Justice
Attn: Daniel Mosteller, Deputy General Counsel
PO Box 629
Raleigh, NC 27602
[email protected]
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EXHIBIT W
Non-Litigating Threshold Subdivisions Exhibit
1. Alexander City, City of,
Alabama
2. Anniston, City of, Alabama
3. Autauga, County of, Alabama
4. Barbour, County of, Alabama
5. Blount, County of, Alabama
6. Bullock, County of, Alabama
7. Butler, County of, Alabama
8. Center Point, City of, Alabama
9. Chambers, County of, Alabama
10. Choctaw, County of, Alabama
11. Clarke, County of, Alabama
12. Clay, County of, Alabama
13. Cleburne, County of, Alabama
14. Colbert, County of, Alabama
15. Conecuh, County of, Alabama
16. Coosa, County of, Alabama
17. Covington, County of, Alabama
18. Crenshaw, County of, Alabama
19. Dale, County of, Alabama
20. DeKalb, County of, Alabama
21. Dothan, City of, Alabama
22. Escambia, County of, Alabama
23. Eufaula, City of, Alabama
24. Fairfield, City of, Alabama
25. Geneva, County of, Alabama
26. Hale, County of, Alabama
27. Henry, County of, Alabama
28. Hoover, City of, Alabama
29. Houston, County of, Alabama
30. Lee, County of, Alabama
31. Leeds, City of, Alabama
32. Limestone, County of, Alabama
33. Macon, County of, Alabama
34. Madison, City of, Alabama
35. Monroe, County of, Alabama
36. Montgomery, City of, Alabama
37. Montgomery, County of,
Alabama
38. Muscle Shoals, City of, Alabama
39. Oxford, City of, Alabama
40. Pell City, City of, Alabama
41. Prattville, City of, Alabama
42. Russell, County of, Alabama
43. Shelby, County of, Alabama
44. St. Clair, County of, Alabama
45. Sumter, County of, Alabama
46. Talladega, City of, Alabama
47. Tuscaloosa, City of, Alabama
48. Washington, County of, Alabama
49. Wilcox, County of, Alabama
50. Anchorage, Municipality of,
Alaska
51. Fairbanks, City of, Alaska
52. Fairbanks North Star, Borough
of, Alaska
53. Juneau, City of/ Borough of,
Alaska
54. Kenai Peninsula, Borough of,
Alaska
55. Matanuska-Susitna, Borough of,
Alaska
56. Apache, County of, Arizona
57. Apache Junction, City of,
Arizona
58. Avondale, City of, Arizona
59. Buckeye, City of, Arizona
60. Bullhead City, City of, Arizona
61. Casa Grande, City of, Arizona
62. Chandler, City of, Arizona
63. Coconino, County of, Arizona
64. El Mirage, City of, Arizona
65. Flagstaff, City of, Arizona
66. Fountain Hills, Town of, Arizona
67. Gila, County of, Arizona
68. Gilbert, Town of, Arizona
69. Glendale, City of, Arizona
70. Goodyear, City of, Arizona
71. Graham, County of, Arizona
72. La Paz, County of, Arizona
73. Lake Havasu City, City of,
Arizona
74. Marana, Town of, Arizona
75. Maricopa, City of, Arizona
76. Mesa, City of, Arizona
77. Oro Valley, Town of, Arizona
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78. Peoria, City of, Arizona
79. Pima, County of, Arizona
80. Prescott Valley, Town of,
Arizona
81. Queen Creek, Town of, Arizona
82. Sahuarita, Town of, Arizona
83. San Luis, City of, Arizona
84. Santa Cruz, County of, Arizona
85. Scottsdale, City of, Arizona
86. Sierra Vista, City of, Arizona
87. Surprise, City of, Arizona
88. Tempe, City of, Arizona
89. Tucson, City of, Arizona
90. Yavapai, County of, Arizona
91. Yuma, City of, Arizona
92. Arkadelphia, City of, Arkansas
93. Arkansas, County of, Arkansas
94. Ashley, County of, Arkansas
95. Batesville, City of, Arkansas
96. Baxter, County of, Arkansas
97. Bella Vista, City of, Arkansas
98. Benton, City of, Arkansas
99. Benton, County of, Arkansas
100. Bentonville, City of, Arkansas
101. Blytheville, City of, Arkansas
102. Boone, County of, Arkansas
103. Bradley, County of, Arkansas
104. Bryant, City of, Arkansas
105. Cabot, City of, Arkansas
106. Camden, City of, Arkansas
107. Carroll, County of, Arkansas
108. Centerton, City of, Arkansas
109. Chicot, County of, Arkansas
110. Clark, County of, Arkansas
111. Clay, County of, Arkansas
112. Cleburne, County of, Arkansas
113. Columbia, County of, Arkansas
114. Conway, City of, Arkansas
115. Conway, County of, Arkansas
116. Craighead, County of, Arkansas
117. Crawford, County of, Arkansas
118. Crittenden, County of, Arkansas
119. Cross, County of, Arkansas
120. Desha, County of, Arkansas
121. Drew, County of, Arkansas
122. El Dorado, City of, Arkansas
123. Faulkner, County of, Arkansas
124. Fayetteville, City of, Arkansas
125. Fort Smith, City of, Arkansas
126. Forrest, City of, Arkansas
127. Franklin, County of, Arkansas
128. Fulton, County of, Arkansas
129. Garland, County of, Arkansas
130. Grant, County of, Arkansas
131. Greene, County of, Arkansas
132. Harrison, City of, Arkansas
133. Hempstead, County of, Arkansas
134. Hot Spring, County of, Arkansas
135. Hot Springs, City of, Arkansas
136. Howard, County of, Arkansas
137. Independence, County of,
Arkansas
138. Izard, County of, Arkansas
139. Jackson, County of, Arkansas
140. Jacksonville, City of, Arkansas
141. Johnson, County of, Arkansas
142. Jonesboro, City of, Arkansas
143. Lawrence, County of, Arkansas
144. Lincoln, County of, Arkansas
145. Little River, County of, Arkansas
146. Little Rock, City of, Arkansas
147. Logan, County of, Arkansas
148. Lonoke, County of, Arkansas
149. Madison, County of, Arkansas
150. Magnolia, City of, Arkansas
151. Malvern, City of, Arkansas
152. Marion, City of, Arkansas
153. Marion, County of, Arkansas
154. Maumelle, City of, Arkansas
155. Miller, County of, Arkansas
156. Mississippi, County of, Arkansas
157. Mountain Home, City of,
Arkansas
158. North Little Rock, City of,
Arkansas
159. Ouachita, County of, Arkansas
160. Paragould, City of, Arkansas
161. Perry, County of, Arkansas
162. Phillips, County of, Arkansas
163. Pike, County of, Arkansas
164. Pine Bluff, City of, Arkansas
165. Poinsett, County of, Arkansas
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166. Polk, County of, Arkansas
167. Pope, County of, Arkansas
168. Randolph, County of, Arkansas
169. Rogers, City of, Arkansas
170. Russellville, City of, Arkansas
171. Saline, County of, Arkansas
172. Searcy, City of, Arkansas
173. Sebastian, County of, Arkansas
174. Sevier, County of, Arkansas
175. Sharp, County of, Arkansas
176. Sherwood, City of, Arkansas
177. Siloam Springs, City of,
Arkansas
178. Springdale, City of, Arkansas
179. St. Francis, County of, Arkansas
180. Stone, County of, Arkansas
181. Texarkana, City of, Arkansas
182. Union, County of, Arkansas
183. Van Buren, City of, Arkansas
184. Van Buren, County of, Arkansas
185. Washington, County of,
Arkansas
186. West Memphis, City of,
Arkansas
187. White, County of, Arkansas
188. Yell, County of, Arkansas
189. Adelanto, City of, California
190. Alameda, City of, California
191. Alameda, County of, California
192. Alhambra, City of, California
193. Aliso Viejo, City of, California
194. Anaheim, City of, California
195. Antioch, City of, California
196. Apple Valley, Town of,
California
197. Arcadia, City of, California
198. Atascadero, City of, California
199. Azusa, City of, California
200. Bakersfield, City of, California
201. Baldwin Park, City of, California
202. Banning, City of, California
203. Beaumont, City of, California
204. Bell, City of, California
205. Bell Gardens, City of, California
206. Bellflower, City of, California
207. Berkeley, City of, California
208. Beverly Hills, City of, California
209. Brea, City of, California
210. Brentwood, City of, California
211. Buena Park, City of, California
212. Burbank, City of, California
213. Burlingame, City of, California
214. Calexico, City of, California
215. Camarillo, City of, California
216. Campbell, City of, California
217. Carlsbad, City of, California
218. Carson, City of, California
219. Cathedral City, City of,
California
220. Ceres, City of, California
221. Cerritos, City of, California
222. Chino, City of, California
223. Chino Hills, City of, California
224. Citrus Heights, City of,
California
225. Claremont, City of, California
226. Clovis, City of, California
227. Coachella, City of, California
228. Colton, City of, California
229. Compton, City of, California
230. Concord, City of, California
231. Contra Costa, County of,
California
232. Corona, City of, California
233. Costa Mesa, City of, California
234. Covina, City of, California
235. Culver City, City of, California
236. Cupertino, City of, California
237. Cypress, City of, California
238. Daly City, City of, California
239. Dana Point, City of, California
240. Danville, Town of, California
241. Davis, City of, California
242. Delano, City of, California
243. Diamond Bar, City of, California
244. Downey, City of, California
245. Dublin, City of, California
246. Eastvale, City of, California
247. El Cajon, City of, California
248. El Centro, City of, California
249. El Monte, City of, California
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250. El Paso de Robles (Paso Robles),
City of, California
251. Elk Grove, City of, California
252. Encinitas, City of, California
253. Escondido, City of, California
254. Eureka, City of, California
255. Fairfield, City of, California
256. Folsom, City of, California
257. Fontana, City of, California
258. Foster City, City of, California
259. Fountain Valley, City of,
California
260. Fremont, City of, California
261. Fresno, City of, California
262. Fullerton, City of, California
263. Garden Grove, City of,
California
264. Gardena, City of, California
265. Gilroy, City of, California
266. Glendale, City of, California
267. Glendora, City of, California
268. Glenn, County of, California
269. Goleta, City of, California
270. Hanford, City of, California
271. Hawthorne, City of, California
272. Hayward, City of, California
273. Hemet, City of, California
274. Hesperia, City of, California
275. Highland, City of, California
276. Hollister, City of, California
277. Huntington Park, City of,
California
278. Indio, City of, California
279. Inglewood, City of, California
280. Irvine, City of, California
281. Jurupa Valley, City of, California
282. Kern, County of, California
283. Kings, County of, California
284. La Habra, City of, California
285. La Mesa, City of, California
286. La Mirada, City of, California
287. La Puente, City of, California
288. La Quinta, City of, California
289. La Verne, City of, California
290. Laguna Hills, City of, California
291. Laguna Niguel, City of,
California
292. Lake, County of, California
293. Lake Elsinore, City of, California
294. Lake Forest, City of, California
295. Lakewood, City of, California
296. Lancaster, City of, California
297. Lawndale, City of, California
298. Lincoln, City of, California
299. Livermore, City of, California
300. Lodi, City of, California
301. Lompoc, City of, California
302. Long Beach, City of, California
303. Los Altos, City of, California
304. Los Angeles, City of, California
305. Los Angeles, County of,
California
306. Los Banos, City of, California
307. Los Gatos, Town of, California
308. Lynwood, City of, California
309. Madera, City of, California
310. Manhattan Beach, City of,
California
311. Manteca, City of, California
312. Marin, County of, California
313. Martinez, City of, California
314. Menifee, City of, California
315. Menlo Park, City of, California
316. Merced, City of, California
317. Milpitas, City of, California
318. Mission Viejo, City of,
California
319. Modesto, City of, California
320. Monrovia, City of, California
321. Montclair, City of, California
322. Montebello, City of, California
323. Monterey Park, City of,
California
324. Moorpark, City of, California
325. Moreno Valley, City of,
California
326. Morgan Hill, City of, California
327. Mountain View, City of,
California
328. Murrieta, City of, California
329. Napa, City of, California
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330. Napa, County of, California
331. National City, City of, California
332. Newark, City of, California
333. Newport Beach, City of,
California
334. Norwalk, City of, California
335. Novato, City of, California
336. Oakland, City of, California
337. Oakley, City of, California
338. Oceanside, City of, California
339. Ontario, City of, California
340. Orange, City of, California
341. Orange, County of, California
342. Oxnard, City of, California
343. Pacifica, City of, California
344. Palm Desert, City of, California
345. Palm Springs, City of, California
346. Palmdale, City of, California
347. Palo Alto, City of, California
348. Paramount, City of, California
349. Pasadena, City of, California
350. Perris, City of, California
351. Petaluma, City of, California
352. Pico Rivera, City of, California
353. Pittsburg, City of, California
354. Placentia, City of, California
355. Pleasant Hill, City of, California
356. Pleasanton, City of, California
357. Pomona, City of, California
358. Porterville, City of, California
359. Poway, City of, California
360. Rancho Cordova, City of,
California
361. Rancho Cucamonga, City of,
California
362. Rancho Palos Verdes, City of,
California
363. Rancho Santa Margarita, City of,
California
364. Redding, City of, California
365. Redlands, City of, California
366. Redondo Beach, City of,
California
367. Redwood City, City of,
California
368. Rialto, City of, California
369. Richmond, City of, California
370. Riverside, City of, California
371. Rocklin, City of, California
372. Rohnert Park, City of, California
373. Rosemead, City of, California
374. Roseville, City of, California
375. Sacramento, City of, California
376. Salinas, City of, California
377. San Benito, County of, California
378. San Bernardino, City of,
California
379. San Bruno, City of, California
380. San Buenaventura (Ventura),
City of, California
381. San Carlos, City of, California
382. San Clemente, City of, California
383. San Diego, City of, California
384. San Dimas, City of, California
385. San Francisco, City of/ County
of, California
386. San Gabriel, City of, California
387. San Jacinto, City of, California
388. San Joaquin, County of,
California
389. San Juan Capistrano, City of,
California
390. San Leandro, City of, California
391. San Luis Obispo, City of,
California
392. San Marcos, City of, California
393. San Mateo, City of, California
394. San Mateo, County of, California
395. San Pablo, City of, California
396. San Rafael, City of, California
397. San Ramon, City of, California
398. Santa Ana, City of, California
399. Santa Barbara, City of, California
400. Santa Clara, City of, California
401. Santa Clarita, City of, California
402. Santa Cruz, City of, California
403. Santa Cruz, County of, California
404. Santa Maria, City of, California
405. Santa Monica, City of, California
406. Santa Rosa, City of, California
407. Santee, City of, California
408. Saratoga, City of, California
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409. Seaside, City of, California
410. Simi Valley, City of, California
411. Solano, County of, California
412. Sonoma, County of, California
413. South Gate, City of, California
414. South San Francisco, City of,
California
415. Stanislaus, County of, California
416. Stanton, City of, California
417. Stockton, City of, California
418. Sunnyvale, City of, California
419. Temecula, City of, California
420. Temple City, City of, California
421. Thousand Oaks, City of,
California
422. Torrance, City of, California
423. Tracy, City of, California
424. Tulare, City of, California
425. Turlock, City of, California
426. Tustin, City of, California
427. Union City, City of, California
428. Upland, City of, California
429. Vacaville, City of, California
430. Vallejo, City of, California
431. Ventura, County of, California
432. Victorville, City of, California
433. Visalia, City of, California
434. Vista, City of, California
435. Walnut Creek, City of, California
436. Watsonville, City of, California
437. West Covina, City of, California
438. West Hollywood, City of,
California
439. West Sacramento, City of,
California
440. Westminster, City of, California
441. Whittier, City of, California
442. Wildomar, City of, California
443. Woodland, City of, California
444. Yorba Linda, City of, California
445. Yuba City, City of, California
446. Yucaipa, City of, California
447. Arvada, City of, Colorado
448. Boulder, City of, Colorado
449. Castle Rock, Town of, Colorado
450. Centennial, City of, Colorado
451. Colorado Springs, City of,
Colorado
452. Delta, County of, Colorado
453. Douglas, County of, Colorado
454. Eagle, County of, Colorado
455. El Paso, County of, Colorado
456. Englewood, City of, Colorado
457. Fort Collins, City of, Colorado
458. Fountain, City of, Colorado
459. Garfield, County of, Colorado
460. Grand Junction, City of,
Colorado
461. La Plata, County of, Colorado
462. Lafayette, City of, Colorado
463. Littleton, City of, Colorado
464. Longmont, City of, Colorado
465. Loveland, City of, Colorado
466. Montrose, County of, Colorado
467. Parker, Town of, Colorado
468. Pueblo, City of, Colorado
469. Summit, County of, Colorado
470. Weld, County of, Colorado
471. Windsor, Town of, Colorado
472. Ansonia, City of, Connecticut
473. Danbury City of/ Town of,
Connecticut
474. Derby, City of, Connecticut
475. Glastonbury, Town of,
Connecticut
476. Greenwich, Town of,
Connecticut
477. Groton, Town of, Connecticut
478. Hamden, Town of, Connecticut
479. Hartford, City of/ Town of,
Connecticut
480. Manchester, Town of,
Connecticut
481. Meriden, City of/ Town of,
Connecticut
482. New Britain, Town of/ City of,
Connecticut
483. New Haven, City of, Connecticut
484. New London, City of,
Connecticut
485. Newington, Town of,
Connecticut
W-7
486. Norwalk, City of/ Town of,
Connecticut
487. Stamford, City of/ Town of,
Connecticut
488. Trumbull, Town of, Connecticut
489. Wallingford, Town of,
Connecticut
490. West Hartford, Town of,
Connecticut
491. Dover, City of, Delaware
492. Kent, County of, Delaware
493. New Castle, County of, Delaware
494. Newark, City of, Delaware
495. Wilmington, City of, Delaware
496. Altamonte Springs, City of,
Florida
497. Aventura, City of, Florida
498. Boca Raton, City of, Florida
499. Bonita Springs, City of, Florida
500. Boynton Beach, City of, Florida
501. Calhoun, County of, Florida
502. Cape Coral, City of, Florida
503. Charlotte, County of, Florida
504. Citrus, County of, Florida
505. Clermont, City of, Florida
506. Collier, County of, Florida
507. Columbia, County of, Florida
508. Cooper City, City of, Florida
509. Coral Gables, City of, Florida
510. Cutler Bay, Town of, Florida
511. Dania Beach, City of, Florida
512. Davie, Town of, Florida
513. DeLand, City of, Florida
514. Delray Beach, City of, Florida
515. DeSoto, County of, Florida
516. Doral, City of, Florida
517. Dunedin, City of, Florida
518. Duval-Jacksonville County,
Consolidated Government of,
Florida
519. Estero, Village of, Florida
520. Flagler, County of, Florida
521. Fort Myers, City of, Florida
522. Gadsden, County of, Florida
523. Gainesville, City of, Florida
524. Greenacres, City of, Florida
525. Gulf, County of, Florida
526. Hendry, County of, Florida
527. Hernando, County of, Florida
528. Hialeah, City of, Florida
529. Highlands, County of, Florida
530. Hillsborough, County of, Florida
531. Hollywood, City of, Florida
532. Holmes, County of, Florida
533. Indian River, County of, Florida
534. Jupiter, Town of, Florida
535. Kissimmee, City of, Florida
536. Lake Worth, City of, Florida
537. Lakeland, City of, Florida
538. Largo, City of, Florida
539. Lauderdale Lakes, City of,
Florida
540. Margate, City of, Florida
541. Martin, County of, Florida
542. Melbourne, City of, Florida
543. Miami Beach, City of, Florida
544. Miami, City of, Florida
545. Miami Lakes, Town of, Florida
546. Nassau, County of, Florida
547. North Lauderdale, City of,
Florida
548. North Miami Beach, City of,
Florida
549. North Port, City of, Florida
550. Oakland Park, City of, Florida
551. Okeechobee, County of, Florida
552. Palm Beach Gardens, City of,
Florida
553. Palm Coast, City of, Florida
554. Parkland, City of, Florida
555. Plant City, City of, Florida
556. Plantation, City of, Florida
557. Polk, County of, Florida
558. Port Orange, City of, Florida
559. Riviera Beach, City of, Florida
560. Royal Palm Beach, Village of,
Florida
561. Sarasota, County of, Florida
562. St. Cloud, City of, Florida
563. Stuart, City of, Florida
564. Sumter, County of, Florida
565. Sunrise, City of, Florida
W-8
566. Tamarac, City of, Florida
567. Tampa, City of, Florida
568. Titusville, City of, Florida
569. Wakulla, County of, Florida
570. Washington, County of, Florida
571. Wellington, Village of, Florida
572. West Palm Beach, City of,
Florida
573. Weston, City of, Florida
574. Winter Garden, City of, Florida
575. Winter Haven, City of, Florida
576. Winter Park, City of, Florida
577. Winter Springs, City of, Florida
578. Alpharetta, City of, Georgia
579. Augusta-Richmond County,
Consolidated Government of,
Georgia
580. Bacon, County of, Georgia
581. Barrow, County of, Georgia
582. Berrien, County of, Georgia
583. Brookhaven, City of, Georgia
584. Brooks, County of, Georgia
585. Brunswick, City of, Georgia
586. Bryan, County of, Georgia
587. Calhoun, City of, Georgia
588. Canton, City of, Georgia
589. Cartersville, City of, Georgia
590. Chamblee, City of, Georgia
591. Chatham, County of, Georgia
592. Chattooga, County of, Georgia
593. Colquitt, County of, Georgia
594. Coweta, County of, Georgia
595. Crawford, County of, Georgia
596. Dalton, City of, Georgia
597. Doraville, City of, Georgia
598. Douglas, County of, Georgia
599. Douglasville, City of, Georgia
600. Dunwoody, City of, Georgia
601. East Point, City of, Georgia
602. Fannin, County of, Georgia
603. Floyd, County of, Georgia
604. Gilmer, County of, Georgia
605. Gordon, County of, Georgia
606. Harris, County of, Georgia
607. Heard, County of, Georgia
608. Hinesville, City of, Georgia
609. Johns Creek, City of, Georgia
610. Kennesaw, City of, Georgia
611. LaGrange, City of, Georgia
612. Lawrenceville, City of, Georgia
613. Marietta, City of, Georgia
614. McDonough, City of, Georgia
615. Meriwether, County of, Georgia
616. Milton, City of, Georgia
617. Moultrie, City of, Georgia
618. Murray, County of, Georgia
619. Newnan, City of, Georgia
620. Paulding, County of, Georgia
621. Peach, County of, Georgia
622. Peachtree City, City of, Georgia
623. Peachtree Corners, City of,
Georgia
624. Pickens, County of, Georgia
625. Pierce, County of, Georgia
626. Pooler, City of, Georgia
627. Richmond Hill, City of, Georgia
628. Roswell, City of, Georgia
629. Sandy Springs, City of, Georgia
630. Smyrna, City of, Georgia
631. Snellville, City of, Georgia
632. South Fulton, City of, Georgia
633. Statesboro, City of, Georgia
634. Stonecrest, City of, Georgia
635. Telfair, County of, Georgia
636. Thomas, County of, Georgia
637. Tucker, City of, Georgia
638. Valdosta, City of, Georgia
639. Villa Rica, City of, Georgia
640. Walker, County of, Georgia
641. Warner Robins, City of, Georgia
642. White, County of, Georgia
643. Whitfield, County of, Georgia
644. Winder, City of, Georgia
645. Woodstock, City of, Georgia
646. Hawai’i, County of, Hawaii
647. Honolulu, County of, Hawaii
648. Maui, County of, Hawaii
649. Bannock, County of, Idaho
650. Boise City, City of, Idaho
651. Bonner, County of, Idaho
652. Caldwell, City of, Idaho
653. Chubbuck, City of, Idaho
W-9
654. Coeur d'Alene, City of, Idaho
655. Idaho Falls, City of, Idaho
656. Kootenai, County of, Idaho
657. Lewiston, City of, Idaho
658. Madison, County of, Idaho
659. Meridian, City of, Idaho
660. Nampa, City of, Idaho
661. Nez Perce, County of, Idaho
662. Pocatello, City of, Idaho
663. Post Falls, City of, Idaho
664. Twin Falls, City of, Idaho
665. Twin Falls, County of, Idaho
666. Adams, County of, Illinois
667. Addison, Township of, Illinois
668. Addison, Village of, Illinois
669. Algonquin, Township of, Illinois
670. Algonquin, Village of, Illinois
671. Arlington Heights, Village of,
Illinois
672. Aurora, City of, Illinois
673. Aurora, Township of, Illinois
674. Avon, Township of, Illinois
675. Bartlett, Village of, Illinois
676. Batavia, Township of, Illinois
677. Belleville, City of, Illinois
678. Bellwood, Village of, Illinois
679. Bensenville, Village of, Illinois
680. Berwyn, City of, Illinois
681. Berwyn, Township of, Illinois
682. Bloom, Township of, Illinois
683. Bloomingdale, Township of,
Illinois
684. Bloomington, City of, Illinois
685. Bloomington City, Township of,
Illinois
686. Bolingbrook, Village of, Illinois
687. Bond, County of, Illinois
688. Bourbonnais, Township of,
Illinois
689. Bremen, Township of, Illinois
690. Bridgeview, Village of, Illinois
691. Bristol, Township of, Illinois
692. Buffalo Grove, Village of,
Illinois
693. Burbank, City of, Illinois
694. Calumet City, City of, Illinois
695. Capital, Township of, Illinois
696. Carbondale, City of, Illinois
697. Carol Stream, Village of, Illinois
698. Carpentersville, Village of,
Illinois
699. Caseyville, Township of, Illinois
700. Champaign City, Township of,
Illinois
701. Chicago Heights, City of, Illinois
702. Chicago Ridge, Village of,
Illinois
703. Cicero, Town of/ Township of,
Illinois
704. Clinton, County of, Illinois
705. Collinsville, Township of,
Illinois
706. Crystal Lake, City of, Illinois
707. Cunningham, Township of,
Illinois
708. Danville, City of, Illinois
709. Decatur, City of, Illinois
710. Decatur, Township of, Illinois
711. DeKalb, City of, Illinois
712. DeKalb, Township of, Illinois
713. Des Plaines, City of, Illinois
714. Dolton, Village of, Illinois
715. Downers Grove, Township of,
Illinois
716. Downers Grove, Village of,
Illinois
717. Dundee, Township of, Illinois
718. DuPage, Township of, Illinois
719. Edwardsville, Township of,
Illinois
720. Ela, Township of, Illinois
721. Elgin, City of, Illinois
722. Elgin, Township of, Illinois
723. Elk Grove, Township of, Illinois
724. Elk Grove Village, Village of,
Illinois
725. Elmhurst, City of, Illinois
726. Evanston, City of, Illinois
727. Evergreen Park, Village of,
Illinois
728. Forest Park, Village of, Illinois
729. Frankfort, Township of, Illinois
W-10
730. Franklin Park, Village of, Illinois
731. Fremont, Township of, Illinois
732. Fulton, County of, Illinois
733. Galesburg City, Township of,
Illinois
734. Glendale Heights, Village of,
Illinois
735. Glenview, Village of, Illinois
736. Grafton, Township of, Illinois
737. Granite City, City of, Illinois
738. Granite City, Township of,
Illinois
739. Grundy, County of, Illinois
740. Gurnee, Village of, Illinois
741. Hanover Park, Village of, Illinois
742. Hanover, Township of, Illinois
743. Harlem, Township of, Illinois
744. Harvey, City of, Illinois
745. Hoffman Estates, Village of,
Illinois
746. Homer, Township of, Illinois
747. Jackson, County of, Illinois
748. Joliet, City of, Illinois
749. Joliet, Township of, Illinois
750. Kankakee, City of, Illinois
751. Knox, County of, Illinois
752. La Grange Park, Village of,
Illinois
753. Lake, County of, Illinois
754. Lake Villa, Township of, Illinois
755. LaSalle, County of, Illinois
756. Leyden, Township of, Illinois
757. Libertyville, Township of,
Illinois
758. Lisle, Township of, Illinois
759. Lockport, Township of, Illinois
760. Lombard, Village of, Illinois
761. Lyons, Township of, Illinois
762. Lyons, Village of, Illinois
763. Madison, County of, Illinois
764. Maine, Township of, Illinois
765. Massac, County of, Illinois
766. Maywood, Village of, Illinois
767. McHenry, Township of, Illinois
768. McLean, County of, Illinois
769. Melrose Park, Village of, Illinois
770. Milton, Township of, Illinois
771. Moline, City of, Illinois
772. Monroe, County of, Illinois
773. Moraine, Township of, Illinois
774. Morgan, County of, Illinois
775. Mount Prospect, Village of,
Illinois
776. Mundelein, Village of, Illinois
777. Naperville, City of, Illinois
778. Naperville, Township of, Illinois
779. New Lenox, Township of,
Illinois
780. New Trier, Township of, Illinois
781. Niles, Township of, Illinois
782. Normal, Town of, Illinois
783. Normal, Township of, Illinois
784. Northbrook, Village of, Illinois
785. Northfield, Township of, Illinois
786. Northlake, City of, Illinois
787. Nunda, Township of, Illinois
788. Oak Lawn, Village of, Illinois
789. Oak Park, Township of, Illinois
790. Oak Park, Village of, Illinois
791. Ogle, County of, Illinois
792. Orland Park, Village of, Illinois
793. Orland, Township of, Illinois
794. Oswego, Township of, Illinois
795. Oswego, Village of, Illinois
796. Palatine, Township of, Illinois
797. Palatine, Village of, Illinois
798. Palos Heights, City of, Illinois
799. Palos Hills, City of, Illinois
800. Palos, Township of, Illinois
801. Park Ridge, City of, Illinois
802. Pekin, City of, Illinois
803. Peoria, City of/ Township of,
Illinois
804. Peoria, County of, Illinois
805. Plainfield, Township of, Illinois
806. Plainfield, Village of, Illinois
807. Proviso, Township of, Illinois
808. Quincy, City of, Illinois
809. Quincy, Township of, Illinois
810. Randolph, County of, Illinois
811. Rich, Township of, Illinois
812. River Forest, Village of, Illinois
W-11
813. Rock Island, City of, Illinois
814. Rockford, Township of, Illinois
815. Romeoville, Village of, Illinois
816. Schaumburg, Township of,
Illinois
817. Schaumburg, Village of, Illinois
818. Schiller Park, Village of, Illinois
819. Shields, Township of, Illinois
820. Skokie, Village of, Illinois
821. South Moline, Township of,
Illinois
822. Springfield, City of, Illinois
823. St. Charles, City of, Illinois
824. St. Charles, Township of, Illinois
825. St. Clair, County of, Illinois
826. St. Clair, Township of, Illinois
827. Stickney, Township of, Illinois
828. Streamwood, Village of, Illinois
829. Streator, City of, Illinois
830. Summit, Village of, Illinois
831. Tazewell, County of, Illinois
832. Thornton, Township of, Illinois
833. Tinley Park, Village of, Illinois
834. Troy, Township of, Illinois
835. Urbana, City of, Illinois
836. Vermilion, County of, Illinois
837. Vernon, Township of, Illinois
838. Wabash, County of, Illinois
839. Warren, Township of, Illinois
840. Washington, County of, Illinois
841. Waukegan, City of, Illinois
842. Waukegan, Township of, Illinois
843. Wayne, Township of, Illinois
844. West Deerfield, Township of,
Illinois
845. Wheatland, Township of, Illinois
846. Wheaton, City of, Illinois
847. Wheeling, Township of, Illinois
848. Wheeling, Village of, Illinois
849. Whiteside, County of, Illinois
850. Williamson, County of, Illinois
851. Winfield, Township of, Illinois
852. Wood River, Township of,
Illinois
853. Woodford, County of, Illinois
854. Woodridge, Village of, Illinois
855. Worth, Township of, Illinois
856. York, Township of, Illinois
857. Aboite, Township of, Indiana
858. Adams, County of, Indiana
859. Adams, Township of, Indiana
860. Anderson, City of, Indiana
861. Anderson, Township of, Indiana
862. Bartholomew, County of, Indiana
863. Blackford, County of, Indiana
864. Bloomington, Township of,
Indiana
865. Boone, County of, Indiana
866. Calumet, Township of, Indiana
867. Carmel, City of, Indiana
868. Cass, County of, Indiana
869. Center, Township of, Indiana
870. Center, Township of, Indiana
871. Center, Township of, Indiana
872. Center, Township of, Indiana
873. Center, Township of, Indiana
874. Center, Township of, Indiana
875. Clark, County of, Indiana
876. Clay, Township of, Indiana
877. Clay, Township of, Indiana
878. Clinton, County of, Indiana
879. Columbus, City of, Indiana
880. Columbus, Township of, Indiana
881. Concord, Township of, Indiana
882. Crown Point, City of, Indiana
883. Daviess, County of, Indiana
884. Dearborn, County of, Indiana
885. Decatur, Township of, Indiana
886. DeKalb, County of, Indiana
887. Delaware, Township of, Indiana
888. Dubois, County of, Indiana
889. Elkhart, City of, Indiana
890. Elkhart, County of, Indiana
891. Elkhart, Township of, Indiana
892. Fairfield, Township of, Indiana
893. Fall Creek, Township of, Indiana
894. Fayette, County of, Indiana
895. Floyd, County of, Indiana
896. Franklin, Township of, Indiana
897. Gibson, County of, Indiana
898. Goshen, City of, Indiana
899. Grant, County of, Indiana
W-12
900. Greene, County of, Indiana
901. Guilford, Township of, Indiana
902. Hamilton, County of, Indiana
903. Hancock, County of, Indiana
904. Harrison, Township of, Indiana
905. Hendricks, County of, Indiana
906. Henry, County of, Indiana
907. Hobart, Township of, Indiana
908. Huntington, County of, Indiana
909. Jasper, County of, Indiana
910. Jefferson, County of, Indiana
911. Jeffersonville, Township of,
Indiana
912. Johnson, County of, Indiana
913. Knight, Township of, Indiana
914. Knox, County of, Indiana
915. Kokomo, City of, Indiana
916. Kosciusko, County of, Indiana
917. LaGrange, County of, Indiana
918. Lawrence, Township of, Indiana
919. Lincoln, Township of, Indiana
920. Merrillville, Town of, Indiana
921. Miami, County of, Indiana
922. Michigan City, City of, Indiana
923. Mishawaka, City of, Indiana
924. Montgomery, County of, Indiana
925. Noble, County of, Indiana
926. North, Township of, Indiana
927. Ohio, Township of, Indiana
928. Orange, County of, Indiana
929. Penn, Township of, Indiana
930. Perry, Township of, Indiana
931. Perry, Township of, Indiana
932. Perry, Township of, Indiana
933. Peru, City of, Indiana
934. Pike, Township of, Indiana
935. Pleasant, Township of, Indiana
936. Portage, City of, Indiana
937. Putnam, County of, Indiana
938. Ross, Township of, Indiana
939. Shelby, County of, Indiana
940. Shelbyville, City of, Indiana
941. St. John, Township of, Indiana
942. St. Joseph, Township of, Indiana
943. Starke, County of, Indiana
944. Steuben, County of, Indiana
945. Valparaiso, City of, Indiana
946. Wabash, County of, Indiana
947. Wabash, Township of, Indiana
948. Warren, Township of, Indiana
949. Warrick, County of, Indiana
950. Washington, Township of,
Indiana
951. Washington, Township of,
Indiana
952. Washington, Township of,
Indiana
953. Washington, Township of,
Indiana
954. Wayne, County of, Indiana
955. Wayne, Township of, Indiana
956. Wayne, Township of, Indiana
957. Wayne, Township of, Indiana
958. Wea, Township of, Indiana
959. White River, Township of,
Indiana
960. Whitley, County of, Indiana
961. Ames, City of, Iowa
962. Ankeny, City of, Iowa
963. Bettendorf, City of, Iowa
964. Cedar Falls, City of, Iowa
965. Cedar Rapids, City of, Iowa
966. Council Bluffs, City of, Iowa
967. Davenport, City of, Iowa
968. Des Moines, City of, Iowa
969. Dubuque, City of, Iowa
970. Dubuque, County of, Iowa
971. Iowa City, City of, Iowa
972. Linn, County of, Iowa
973. Marion, City of, Iowa
974. Marshall, County of, Iowa
975. Sioux City, City of, Iowa
976. Story, County of, Iowa
977. Urbandale, City of, Iowa
978. Wapello, County of, Iowa
979. Warren, County of, Iowa
980. Waterloo, City of, Iowa
981. West Des Moines, City of, Iowa
982. Woodbury, County of, Iowa
983. Butler, County of, Kansas
984. Douglas, County of, Kansas
985. Geary, County of, Kansas
W-13
986. Hutchinson, City of, Kansas
987. Lawrence, City of, Kansas
988. Leavenworth, City of, Kansas
989. Leawood, City of, Kansas
990. Lenexa, City of, Kansas
991. Lyon, County of, Kansas
992. Manhattan, City of, Kansas
993. Miami, County of, Kansas
994. Olathe, City of, Kansas
995. Riley, County of, Kansas
996. Salina, City of, Kansas
997. Saline, County of, Kansas
998. Shawnee, City of, Kansas
999. Shawnee, County of, Kansas
1000. Topeka, City of, Kansas
1001. Allen, County of, Kentucky
1002. Barren, County of, Kentucky
1003. Bath, County of, Kentucky
1004. Bowling Green, City of,
Kentucky
1005. Breathitt, County of, Kentucky
1006. Bullitt, County of, Kentucky
1007. Caldwell, County of, Kentucky
1008. Calloway, County of, Kentucky
1009. Campbellsville, City of,
Kentucky
1010. Carter, County of, Kentucky
1011. Casey, County of, Kentucky
1012. Clay, County of, Kentucky
1013. Daviess, County of, Kentucky
1014. Elizabethtown, City of, Kentucky
1015. Fleming, County of, Kentucky
1016. Florence, City of, Kentucky
1017. Garrard, County of, Kentucky
1018. Georgetown, City of, Kentucky
1019. Graves, County of, Kentucky
1020. Greenup, County of, Kentucky
1021. Harrison, County of, Kentucky
1022. Hart, County of, Kentucky
1023. Henry, County of, Kentucky
1024. Hopkinsville, City of, Kentucky
1025. Larue, County of, Kentucky
1026. Laurel, County of, Kentucky
1027. Lewis, County of, Kentucky
1028. Logan, County of, Kentucky
1029. Martin, County of, Kentucky
1030. Mason, County of, Kentucky
1031. Mercer, County of, Kentucky
1032. Morgan, County of, Kentucky
1033. Mount Washington, City of,
Kentucky
1034. Muhlenberg, County of,
Kentucky
1035. Murray, City of, Kentucky
1036. Nelson, County of, Kentucky
1037. Nicholasville, City of, Kentucky
1038. Owen, County of, Kentucky
1039. Owensboro, City of, Kentucky
1040. Pendleton, County of, Kentucky
1041. Powell, County of, Kentucky
1042. Richmond, City of, Kentucky
1043. Russell, County of, Kentucky
1044. Shepherdsville, City of,
Kentucky
1045. Spencer, County of, Kentucky
1046. Taylor, County of, Kentucky
1047. Todd, County of, Kentucky
1048. Webster, County of, Kentucky
1049. Winchester, City of, Kentucky
1050. Woodford, County of, Kentucky
1051. Acadia, Parish of, Louisiana
1052. Bienville, Parish of, Louisiana
1053. Covington, City of, Louisiana
1054. De Soto, Parish of, Louisiana
1055. Gretna, City of, Louisiana
1056. Iberville, Parish of, Louisiana
1057. Lafayette, City of, Louisiana
1058. Lincoln, Parish of, Louisiana
1059. Livingston, Parish of, Louisiana
1060. Morgan, City of, Louisiana
1061. Tangipahoa, Parish of, Louisiana
1062. Terrebonne, Parish of, Louisiana
1063. West Monroe, City of, Louisiana
1064. Franklin, County of, Maine
1065. Hancock, County of, Maine
1066. Oxford, County of, Maine
1067. Annapolis, City of, Maryland
1068. Anne Arundel, County of,
Maryland
1069. Baltimore, City of, Maryland
1070. Baltimore, County of, Maryland
1071. Carroll, County of, Maryland
W-14
1072. College Park, City of, Maryland
1073. Gaithersburg, City of, Maryland
1074. Howard, County of, Maryland
1075. Montgomery, County of,
Maryland
1076. Queen Anne's, County of,
Maryland
1077. Salisbury, City of, Maryland
1078. Worcester, County of, Maryland
1079. Amherst, Town of,
Massachusetts
1080. Andover, Town of,
Massachusetts
1081. Arlington, Town of,
Massachusetts
1082. Attleboro, City of, Massachusetts
1083. Barnstable, County of,
Massachusetts
1084. Barnstable, Town of/ City of,
Massachusetts
1085. Boston, City of, Massachusetts
1086. Braintree, Town of/ City of,
Massachusetts
1087. Bristol, County of,
Massachusetts
1088. Chelsea, City of, Massachusetts
1089. Dartmouth, Town of,
Massachusetts
1090. Dracut, Town of, Massachusetts
1091. Fall River, City of,
Massachusetts
1092. Franklin, Town of/ City of,
Massachusetts
1093. Lawrence, City of,
Massachusetts
1094. Lexington, Town of,
Massachusetts
1095. Marlborough, City of,
Massachusetts
1096. Nantucket, Town of/ County of,
Massachusetts
1097. Needham, Town of,
Massachusetts
1098. Newton, City of, Massachusetts
1099. Norfolk, County of,
Massachusetts
1100. Plymouth, County of,
Massachusetts
1101. Quincy, City of, Massachusetts
1102. Revere, City of, Massachusetts
1103. Shrewsbury, Town of,
Massachusetts
1104. Somerville, City of,
Massachusetts
1105. Taunton, City of, Massachusetts
1106. Waltham, City of, Massachusetts
1107. Westfield, City of, Massachusetts
1108. Weymouth, Town of/ City of,
Massachusetts
1109. Winthrop, Town of/ City of,
Massachusetts
1110. Allegan, County of, Michigan
1111. Ann Arbor, City of, Michigan
1112. Barry, County of, Michigan
1113. Battle Creek, City of, Michigan
1114. Bay City, City of, Michigan
1115. Bay, County of, Michigan
1116. Bedford, Township of, Michigan
1117. Bloomfield, Charter Township
of, Michigan
1118. Brownstown, Charter Township
of, Michigan
1119. Cheboygan, County of, Michigan
1120. Chesterfield, Township of,
Michigan
1121. Clare, County of, Michigan
1122. Clinton, Charter Township of,
Michigan
1123. Commerce, Charter Township of,
Michigan
1124. Dearborn, City of, Michigan
1125. Dearborn Heights, City of,
Michigan
1126. Delta, Charter Township of,
Michigan
1127. Eastpointe, City of, Michigan
1128. Emmet, County of, Michigan
1129. Farmington Hills, City of,
Michigan
1130. Flint, Charter Township of,
Michigan
1131. Flint, City of, Michigan
W-15
1132. Georgetown, Charter Township
of, Michigan
1133. Grand Blanc, Charter Township
of, Michigan
1134. Harrison, Charter Township of,
Michigan
1135. Holland, Charter Township of,
Michigan
1136. Holland, City of, Michigan
1137. Huron, County of, Michigan
1138. Independence, Charter Township
of, Michigan
1139. Jackson, County of, Michigan
1140. Kalamazoo, City of, Michigan
1141. Kentwood, City of, Michigan
1142. Lapeer, County of, Michigan
1143. Lincoln Park, City of, Michigan
1144. Macomb, Township of, Michigan
1145. Mecosta, County of, Michigan
1146. Meridian, Charter Township of,
Michigan
1147. Midland, City of, Michigan
1148. Midland, County of, Michigan
1149. Muskegon, City of, Michigan
1150. Novi, City of, Michigan
1151. Oakland, County of, Michigan
1152. Orion, Charter Township of,
Michigan
1153. Ottawa, County of, Michigan
1154. Plainfield, Charter Township of,
Michigan
1155. Portage, City of, Michigan
1156. Redford, Charter Township of,
Michigan
1157. Rochester Hills, City of,
Michigan
1158. Roseville, City of, Michigan
1159. Royal Oak, City of, Michigan
1160. Saginaw, Charter Township of,
Michigan
1161. Saginaw, City of, Michigan
1162. Shelby, Charter Township of,
Michigan
1163. Southfield, City of, Michigan
1164. St. Clair Shores, City of,
Michigan
1165. St. Joseph, County of, Michigan
1166. Sterling Heights, City of,
Michigan
1167. Taylor, City of, Michigan
1168. Troy, City of, Michigan
1169. Van Buren, County of, Michigan
1170. Warren, City of, Michigan
1171. Waterford, Charter Township of,
Michigan
1172. West Bloomfield, Charter
Township of, Michigan
1173. White Lake, Charter Township
of, Michigan
1174. Wyoming, City of, Michigan
1175. Ypsilanti, Charter Township of,
Michigan
1176. Andover, City of, Minnesota
1177. Apple Valley, City of, Minnesota
1178. Becker, County of, Minnesota
1179. Beltrami, County of, Minnesota
1180. Benton, County of, Minnesota
1181. Blaine, City of, Minnesota
1182. Bloomington, City of, Minnesota
1183. Blue Earth, County of,
Minnesota
1184. Brooklyn Center, City of,
Minnesota
1185. Brooklyn Park, City of,
Minnesota
1186. Burnsville, City of, Minnesota
1187. Carlton, County of, Minnesota
1188. Carver, County of, Minnesota
1189. Chisago, County of, Minnesota
1190. Clay, County of, Minnesota
1191. Coon Rapids, City of, Minnesota
1192. Cottage Grove, City of,
Minnesota
1193. Crow Wing, County of,
Minnesota
1194. Duluth, City of, Minnesota
1195. Eagan, City of, Minnesota
1196. Eden Prairie, City of, Minnesota
1197. Edina, City of, Minnesota
1198. Freeborn, County of, Minnesota
1199. Goodhue, County of, Minnesota
1200. Hennepin, County of, Minnesota
W-16
1201. Inver Grove Heights, City of,
Minnesota
1202. Isanti, County of, Minnesota
1203. Kandiyohi, County of, Minnesota
1204. Lakeville, City of, Minnesota
1205. Mankato, City of, Minnesota
1206. Maple Grove, City of, Minnesota
1207. Maplewood, City of, Minnesota
1208. Minneapolis, City of, Minnesota
1209. Minnetonka, City of, Minnesota
1210. Moorhead, City of, Minnesota
1211. Nicollet, County of, Minnesota
1212. North St. Paul, City of,
Minnesota
1213. Olmsted, County of, Minnesota
1214. Otter Tail, County of, Minnesota
1215. Pine, County of, Minnesota
1216. Plymouth, City of, Minnesota
1217. Polk, County of, Minnesota
1218. Ramsey, County of, Minnesota
1219. Rice, County of, Minnesota
1220. Richfield, City of, Minnesota
1221. Rochester, City of, Minnesota
1222. Roseau, County of, Minnesota
1223. Roseville, City of, Minnesota
1224. Savage, City of, Minnesota
1225. Scott, County of, Minnesota
1226. Shakopee, City of, Minnesota
1227. Sherburne, County of, Minnesota
1228. Sibley, County of, Minnesota
1229. St. Cloud, City of, Minnesota
1230. St. Louis Park, City of,
Minnesota
1231. Stearns, County of, Minnesota
1232. Steele, County of, Minnesota
1233. Waseca, County of, Minnesota
1234. Woodbury, City of, Minnesota
1235. Wright, County of, Minnesota
1236. Alcorn, County of, Mississippi
1237. Attala, County of, Mississippi
1238. Biloxi, City of, Mississippi
1239. Chickasaw, County of,
Mississippi
1240. Clarke, County of, Mississippi
1241. Cleveland, City of, Mississippi
1242. Columbus, City of, Mississippi
1243. Copiah, County of, Mississippi
1244. Gautier, City of, Mississippi
1245. George, County of, Mississippi
1246. Greene, County of, Mississippi
1247. Hancock, County of, Mississippi
1248. Holmes, County of, Mississippi
1249. Itawamba, County of,
Mississippi
1250. Jackson, County of, Mississippi
1251. Jefferson Davis, County of,
Mississippi
1252. Jones, County of, Mississippi
1253. Lamar, County of, Mississippi
1254. Lauderdale, County of,
Mississippi
1255. Lawrence, County of,
Mississippi
1256. Lee, County of, Mississippi
1257. Lowndes, County of, Mississippi
1258. Moss Point, City of, Mississippi
1259. Ocean Springs, City of,
Mississippi
1260. Oktibbeha, County of,
Mississippi
1261. Olive Branch, City of,
Mississippi
1262. Panola, County of, Mississippi
1263. Perry, County of, Mississippi
1264. Pike, County of, Mississippi
1265. Pontotoc, County of, Mississippi
1266. Rankin, County of, Mississippi
1267. Southaven, City of, Mississippi
1268. Starkville, City of, Mississippi
1269. Tallahatchie, County of,
Mississippi
1270. Tate, County of, Mississippi
1271. Tishomingo, County of,
Mississippi
1272. Tupelo, City of, Mississippi
1273. Vicksburg, City of, Mississippi
1274. Walthall, County of, Mississippi
1275. Warren, County of, Mississippi
1276. Wayne, County of, Mississippi
1277. Yalobusha, County of,
Mississippi
1278. Adair, County of, Missouri
W-17
1279. Andrew, County of, Missouri
1280. Ballwin, City of, Missouri
1281. Blue Springs, City of, Missouri
1282. Cape Girardeau, City of,
Missouri
1283. Chesterfield, City of, Missouri
1284. Clay, County of, Missouri
1285. Columbia, City of, Missouri
1286. DeKalb, County of, Missouri
1287. Florissant, City of, Missouri
1288. Harrisonville, City of, Missouri
1289. Jefferson City, City of, Missouri
1290. Laclede, County of, Missouri
1291. Lee's Summit, City of, Missouri
1292. Liberty, City of, Missouri
1293. New Madrid, County of,
Missouri
1294. Newton, County of, Missouri
1295. O'Fallon, City of, Missouri
1296. Platte, County of, Missouri
1297. Ralls, County of, Missouri
1298. St. Charles, City of, Missouri
1299. St. Louis, City of, Missouri
1300. St. Peters, City of, Missouri
1301. University City, City of,
Missouri
1302. Wentzville, City of, Missouri
1303. Wildwood, City of, Missouri
1304. Billings, City of, Montana
1305. Bozeman, City of, Montana
1306. Butte-Silver Bow County,
Consolidated Government of,
Montana
1307. Flathead, County of, Montana
1308. Helena, City of, Montana
1309. Lewis and Clark, County of,
Montana
1310. Ravalli, County of, Montana
1311. Yellowstone, County of,
Montana
1312. Adams, County of, Nebraska
1313. Bellevue, City of, Nebraska
1314. Buffalo, County of, Nebraska
1315. Dodge, County of, Nebraska
1316. Grand Island, City of, Nebraska
1317. Hall, County of, Nebraska
1318. Kearney, City of, Nebraska
1319. Lancaster, County of, Nebraska
1320. Lincoln, City of, Nebraska
1321. Madison, County of, Nebraska
1322. Omaha, City of, Nebraska
1323. Platte, County of, Nebraska
1324. Scotts Bluff, County of,
Nebraska
1325. Boulder City, City of, Nevada
1326. Elko, County of, Nevada
1327. Lyon, County of, Nevada
1328. Mesquite, City of, Nevada
1329. Reno, City of, Nevada
1330. Dover, City of, New Hampshire
1331. Merrimack, County of, New
Hampshire
1332. Atlantic City, City of, New
Jersey
1333. Atlantic, County of, New Jersey
1334. Belleville, Township of, New
Jersey
1335. Bergen, County of, New Jersey
1336. Berkeley, Township of, New
Jersey
1337. Bloomfield, Township of, New
Jersey
1338. Brick, Township of, New Jersey
1339. Bridgewater, Township of, New
Jersey
1340. Camden, City of, New Jersey
1341. Camden, County of, New Jersey
1342. Cape May, County of, New
Jersey
1343. Cherry Hill, Township of, New
Jersey
1344. Cumberland, County of, New
JerseyMacon
1345. Deptford, Township of, New
Jersey
1346. East Brunswick, Township of,
New Jersey
1347. East Orange, City of, New Jersey
1348. Edison, Township of, New Jersey
1349. Egg Harbor, Township of, New
Jersey
1350. Essex, County of, New Jersey
W-18
1351. Evesham, Township of, New
Jersey
1352. Ewing, Township of, New Jersey
1353. Fair Lawn, Borough of, New
Jersey
1354. Fort Lee, Borough of, New
Jersey
1355. Franklin, Township of, New
Jersey
1356. Freehold, Township of, New
Jersey
1357. Galloway, Township of, New
Jersey
1358. Garfield, City of, New Jersey
1359. Gloucester, County of, New
Jersey
1360. Gloucester, Township of, New
Jersey
1361. Hackensack, City of, New Jersey
1362. Hamilton, Township of, New
Jersey
1363. Hillsborough, Township of, New
Jersey
1364. Hoboken, City of, New Jersey
1365. Howell, Township of, New
Jersey
1366. Irvington, Township of, New
Jersey
1367. Jackson, Township of, New
Jersey
1368. Jersey City, City of, New Jersey
1369. Kearny, Town of, New Jersey
1370. Lakewood, Township of, New
Jersey
1371. Lawrence, Township of, New
Jersey
1372. Linden, City of, New Jersey
1373. Livingston, Township of, New
Jersey
1374. Long Branch, City of, New
Jersey
1375. Manalapan, Township of, New
Jersey
1376. Manchester, Township of, New
Jersey
1377. Marlboro, Township of, New
Jersey
1378. Mercer, County of, New Jersey
1379. Middlesex, County of, New
Jersey
1380. Middletown, Township of, New
Jersey
1381. Monmouth, County of, New
Jersey
1382. Monroe, Township of, New
Jersey
1383. Monroe, Township of, New
Jersey
1384. Montclair, Township of, New
Jersey
1385. Morris, County of, New Jersey
1386. Mount Laurel, Township of, New
Jersey
1387. New Brunswick, City of, New
Jersey
1388. Newark, City of, New Jersey
1389. North Bergen, Township of, New
Jersey
1390. North Brunswick, Township of,
New Jersey
1391. Old Bridge, Township of, New
Jersey
1392. Orange, Township of/ City of,
New Jersey
1393. Parsippany-Troy Hills, Township
of, New Jersey
1394. Passaic, City of, New Jersey
1395. Passaic, County of, New Jersey
1396. Paterson, City of, New Jersey
1397. Pennsauken, Township of, New
Jersey
1398. Perth Amboy, City of, New
Jersey
1399. Piscataway, Township of, New
Jersey
1400. Plainfield, City of, New Jersey
1401. Princeton, New Jersey
1402. Saddle Brook, Township of, New
Jersey
1403. Salem, County of, New Jersey
W-19
1404. Sayreville, Borough of, New
Jersey
1405. Somerset, County of, New Jersey
1406. South Brunswick, Township of,
New Jersey
1407. Sussex, County of, New Jersey
1408. Teaneck, Township of, New
Jersey
1409. Toms River, Township of, New
Jersey
1410. Union City, City of, New Jersey
1411. Union, County of, New Jersey
1412. Union, Township of, New Jersey
1413. Warren, County of, New Jersey
1414. Washington, Township of, New
Jersey
1415. Wayne, Township of, New
Jersey
1416. West New York, Town of, New
Jersey
1417. West Orange, Township of, New
Jersey
1418. Willingboro, Township of, New
Jersey
1419. Winslow, Township of, New
Jersey
1420. Woodbridge, Township of, New
Jersey
1421. Albany, County of, New York
1422. Amherst, Town of, New York
1423. Babylon, Town of, New York
1424. Bethlehem, Town of, New York
1425. Binghamton, City of, New York
1426. Brighton, Town of, New York
1427. Bronx, County of, New York
1428. Carmel, Town of, New York
1429. Cattaraugus, County of, New
York
1430. Cayuga, County of, New York
1431. Chautauqua, County of, New
York
1432. Cheektowaga, Town of, New
York
1433. Chemung, County of, New York
1434. Chenango, County of, New York
1435. Cicero, Town of, New York
1436. Clarence, Town of, New York
1437. Clay, Town of, New York
1438. Clifton Park, Town of, New
York
1439. Colonie, Town of, New York
1440. Cortlandt, Town of, New York
1441. Delaware, County of, New York
1442. Eastchester, Town of, New York
1443. Essex, County of, New York
1444. Freeport, Village of, New York
1445. Greece, Town of, New York
1446. Greenburgh, Town of, New York
1447. Guilderland, Town of, New York
1448. Hamburg, Town of, New York
1449. Henrietta, Town of, New York
1450. Irondequoit, Town of, New York
1451. Kings, County of, New York
1452. Lancaster, Town of, New York
1453. Livingston, County of, New
York
1454. Madison, County of, New York
1455. Manlius, Town of, New York
1456. Mount Pleasant, Town of, New
York
1457. Mount Vernon, City of, New
York
1458. New Rochelle, City of, New
York
1459. New York, County of, New York
1460. Newburgh, Town of, New York
1461. Niagara Falls, City of, New York
1462. North Tonawanda, City of, New
York
1463. Orleans, County of, New York
1464. Ossining, Town of, New York
1465. Otsego, County of, New York
1466. Penfield, Town of, New York
1467. Perinton, Town of, New York
1468. Putnam, County of, New York
1469. Queens, County of, New York
1470. Richmond, County of, New York
1471. Rockland, County of, New York
1472. Rye, Town of, New York
1473. Salina, Town of, New York
1474. Spring Valley, Village of, New
York
W-20
1475. Stony Point, Town of, New York
1476. Tioga, County of, New York
1477. Tonawanda, Town of, New York
1478. Union, Town of, New York
1479. Wappinger, Town of, New York
1480. Warren, County of, New York
1481. Warwick, Town of, New York
1482. Wayne, County of, New York
1483. Webster, Town of, New York
1484. West Seneca, Town of, New
York
1485. White Plains, City of, New York
1486. Yates, County of, New York
1487. Yorktown, Town of, New York
1488. Alleghany, County of, North
Carolina
1489. Apex, Town of, North Carolina
1490. Asheville, City of, North
Carolina
1491. Bertie, County of, North Carolina
1492. Burlington, City of, North
Carolina
1493. Cary, Town of, North Carolina
1494. Chapel Hill, Town of, North
Carolina
1495. Charlotte, City of, North
Carolina
1496. Chowan, County of, North
Carolina
1497. Concord, City of, North Carolina
1498. Cornelius, Town of, North
Carolina
1499. Currituck, County of, North
Carolina
1500. Durham, City of, North Carolina
1501. Edgecombe, County of, North
Carolina
1502. Fuquay-Varina, Town of, North
Carolina
1503. Garner, Town of, North Carolina
1504. Gastonia, City of, North Carolina
1505. Goldsboro, City of, North
Carolina
1506. Greenville, City of, North
Carolina
1507. Harnett, County of, North
Carolina
1508. Henderson, County of, North
Carolina
1509. High Point, City of, North
Carolina
1510. Hoke, County of, North Carolina
1511. Holly Springs, Town of, North
Carolina
1512. Huntersville, Town of, North
Carolina
1513. Indian Trail, Town of, North
Carolina
1514. Jackson, County of, North
Carolina
1515. Johnston, County of, North
Carolina
1516. Kannapolis, City of, North
Carolina
1517. Macon, County of, North
Carolina
1518. Madison, County of, North
Carolina
1519. Matthews, Town of, North
Carolina
1520. Monroe, City of, North Carolina
1521. Mooresville, Town of, North
Carolina
1522. Nash, County of, North Carolina
1523. Pender, County of, North
Carolina
1524. Polk, County of, North Carolina
1525. Raleigh, City of, North Carolina
1526. Rocky Mount, City of, North
Carolina
1527. Salisbury, City of, North
Carolina
1528. Sanford, City of, North Carolina
1529. Stanly, County of, North
Carolina
1530. Stokes, County of, North
Carolina
1531. Transylvania, County of, North
Carolina
1532. Union, County of, North
Carolina
W-21
1533. Wake, County of, North Carolina
1534. Wake Forest, Town of, North
Carolina
1535. Warren, County of, North
Carolina
1536. Washington, County of, North
Carolina
1537. Wilson, City of, North Carolina
1538. Wilson, County of, North
Carolina
1539. Yadkin, County of, North
Carolina
1540. Yancey, County of, North
Carolina
1541. Cass, County of, North Dakota
1542. Fargo, City of, North Dakota
1543. Grand Forks, City of, North
Dakota
1544. Minot, City of, North Dakota
1545. Morton, County of, North Dakota
1546. West Fargo, City of, North
Dakota
1547. Anderson, Township of, Ohio
1548. Athens, Township of, Ohio
1549. Austintown, Township of, Ohio
1550. Bath, Township of, Ohio
1551. Beavercreek, City of, Ohio
1552. Beavercreek, Township of, Ohio
1553. Boardman, Township of, Ohio
1554. Bowling Green, City of, Ohio
1555. Brown, County of, Ohio
1556. Brunswick, City of, Ohio
1557. Carroll, County of, Ohio
1558. Clark, County of, Ohio
1559. Clear Creek, Township of, Ohio
1560. Cleveland Heights, City of, Ohio
1561. Colerain, Township of, Ohio
1562. Columbus, City of, Ohio
1563. Concord, Township of, Ohio
1564. Deerfield, Township of, Ohio
1565. Defiance, County of, Ohio
1566. Delaware, City of, Ohio
1567. Dublin, City of, Ohio
1568. Fairborn, City of, Ohio
1569. Fostoria, City of, Ohio
1570. Franklin, Township of, Ohio
1571. Gahanna, City of, Ohio
1572. Green, Township of, Ohio
1573. Greene, County of, Ohio
1574. Grove City, City of, Ohio
1575. Hardin, County of, Ohio
1576. Highland, County of, Ohio
1577. Hilliard, City of, Ohio
1578. Holmes, County of, Ohio
1579. Huber Heights, City of, Ohio
1580. Jackson, Township of, Ohio
1581. Jackson, Township of, Ohio
1582. Kettering, City of, Ohio
1583. Lakewood, City of, Ohio
1584. Lancaster, City of, Ohio
1585. Liberty, Township of, Ohio
1586. Liberty, Township of, Ohio
1587. Madison, County of, Ohio
1588. Mahoning, County of, Ohio
1589. Mansfield, City of, Ohio
1590. Marion, City of, Ohio
1591. Marion, Township of, Ohio
1592. Mason, City of, Ohio
1593. Medina, County of, Ohio
1594. Mentor, City of, Ohio
1595. Miami, County of, Ohio
1596. Mifflin, Township of, Ohio
1597. Monroe, County of, Ohio
1598. Morrow, County of, Ohio
1599. Newark, City of, Ohio
1600. Norwalk, City of, Ohio
1601. Norwich, Township of, Ohio
1602. Orange, Township of, Ohio
1603. Painesville, Township of, Ohio
1604. Perry, County of, Ohio
1605. Pickaway, County of, Ohio
1606. Plain, Township of, Ohio
1607. Preble, County of, Ohio
1608. Putnam, County of, Ohio
1609. Reynoldsburg, City of, Ohio
1610. Richland, County of, Ohio
1611. Sandusky, City of, Ohio
1612. Springfield, City of, Ohio
1613. Sylvania, Township of, Ohio
1614. Union, County of, Ohio
1615. Union, Township of, Ohio
1616. Upper Arlington, City of, Ohio
W-22
1617. Van Wert, City of, Ohio
1618. Vinton, County of, Ohio
1619. Violet, Township of, Ohio
1620. Warren, County of, Ohio
1621. Washington, Township of, Ohio
1622. Washington, Township of, Ohio
1623. West Chester, Township of, Ohio
1624. Westerville, City of, Ohio
1625. Westlake, City of, Ohio
1626. Wood, County of, Ohio
1627. Youngstown, City of, Ohio
1628. Bartlesville, City of, Oklahoma
1629. Bryan, County of, Oklahoma
1630. Canadian, County of, Oklahoma
1631. Carter, County of, Oklahoma
1632. Cherokee, County of, Oklahoma
1633. Garfield, County of, Oklahoma
1634. Moore, City of, Oklahoma
1635. Pontotoc, County of, Oklahoma
1636. Sequoyah, County of, Oklahoma
1637. Stillwater, City of, Oklahoma
1638. Wagoner, County of, Oklahoma
1639. Albany, City of, Oregon
1640. Beaverton, City of, Oregon
1641. Bend, City of, Oregon
1642. Benton, County of, Oregon
1643. Corvallis, City of, Oregon
1644. Curry, County of, Oregon
1645. Deschutes, County of, Oregon
1646. Douglas, County of, Oregon
1647. Eugene, City of, Oregon
1648. Grants Pass, City of, Oregon
1649. Gresham, City of, Oregon
1650. Hillsboro, City of, Oregon
1651. Keizer, City of, Oregon
1652. Klamath, County of, Oregon
1653. Lake Oswego, City of, Oregon
1654. Lincoln, County of, Oregon
1655. Linn, County of, Oregon
1656. Malheur, County of, Oregon
1657. Marion, County of, Oregon
1658. McMinnville, City of, Oregon
1659. Medford, City of, Oregon
1660. Oregon City, City of, Oregon
1661. Polk, County of, Oregon
1662. Redmond, City of, Oregon
1663. Salem, City of, Oregon
1664. Springfield, City of, Oregon
1665. Tigard, City of, Oregon
1666. Umatilla, County of, Oregon
1667. Abington, Township of,
Pennsylvania
1668. Allentown, City of, Pennsylvania
1669. Altoona, City of, Pennsylvania
1670. Bethel Park, Municipality of,
Pennsylvania
1671. Bethlehem, City of, Pennsylvania
1672. Blair, County of, Pennsylvania
1673. Butler, County of, Pennsylvania
1674. Centre, County of, Pennsylvania
1675. Cheltenham, Township of,
Pennsylvania
1676. Chester, City of, Pennsylvania
1677. Cranberry, Township of,
Pennsylvania
1678. Crawford, County of,
Pennsylvania
1679. Cumberland, County of,
Pennsylvania
1680. Erie, City of, Pennsylvania
1681. Falls, Township of, Pennsylvania
1682. Hampden, Township of,
Pennsylvania
1683. Harrisburg, City of, Pennsylvania
1684. Haverford, Township of,
Pennsylvania
1685. Hempfield, Township of,
Pennsylvania
1686. Huntingdon, County of,
Pennsylvania
1687. Jefferson, County of,
Pennsylvania
1688. Lancaster, City of, Pennsylvania
1689. Lancaster, County of,
Pennsylvania
1690. Lebanon, County of,
Pennsylvania
1691. Lower Macungie, Township of,
Pennsylvania
1692. Lower Merion, Township of,
Pennsylvania
W-23
1693. Lower Paxton, Township of,
Pennsylvania
1694. Lower Southampton, Township
of, Pennsylvania
1695. Manheim, Township of,
Pennsylvania
1696. McKean, County of,
Pennsylvania
1697. Mifflin, County of, Pennsylvania
1698. Millcreek, Township of,
Pennsylvania
1699. Montgomery, County of,
Pennsylvania
1700. Mount Lebanon, Township of,
Pennsylvania
1701. New Castle, City of,
Pennsylvania
1702. Norristown, Borough of,
Pennsylvania
1703. North Huntingdon, Township of,
Pennsylvania
1704. Northampton, Township of,
Pennsylvania
1705. Penn Hills, Township of,
Pennsylvania
1706. Perry, County of, Pennsylvania
1707. Radnor, Township of,
Pennsylvania
1708. Reading, City of, Pennsylvania
1709. Ridley, Township of,
Pennsylvania
1710. Ross, Township of, Pennsylvania
1711. Scranton, City of, Pennsylvania
1712. Snyder, County of, Pennsylvania
1713. Somerset, County of,
Pennsylvania
1714. State College, Borough of,
Pennsylvania
1715. Susquehanna, County of,
Pennsylvania
1716. Union, County of, Pennsylvania
1717. Upper Darby, Township of,
Pennsylvania
1718. Upper Merion, Township of,
Pennsylvania
1719. Venango, County of,
Pennsylvania
1720. Warren, County of, Pennsylvania
1721. Wayne, County of, Pennsylvania
1722. York, City of, Pennsylvania
1723. York, County of, Pennsylvania
1724. Adjuntas, Municipality of, Puerto
Rico
1725. Arecibo, Municipality of, Puerto
Rico
1726. Arroyo, Municipality of, Puerto
Rico
1727. Barceloneta, Municipality of,
Puerto Rico
1728. Bayamón, Municipality of,
Puerto Rico
1729. Caguas, Municipality of, Puerto
Rico
1730. Carolina, Municipality of, Puerto
Rico
1731. Catano, Municipality of, Puerto
Rico
1732. Ceiba, Municipality of, Puerto
Rico
1733. Cidra, Municipality of, Puerto
Rico
1734. Coamo, Municipality of, Puerto
Rico
1735. Corozal, Municipality of, Puerto
Rico
1736. Guayama, Municipality of,
Puerto Rico
1737. Guaynabo, Municipality of,
Puerto Rico
1738. Gurabo, Municipality of, Puerto
Rico
1739. Humacao, Municipality of,
Puerto Rico
1740. Las Piedras, Municipality of,
Puerto Rico
1741. Mayagüez, Municipality of,
Puerto Rico
1742. San Germán, Municipality of,
Puerto Rico
1743. San Lorenzo, Municipality of,
Puerto Rico
W-24
1744. San Sebastián, Municipality of,
Puerto Rico
1745. Toa Alta, Municipality of, Puerto
Rico
1746. Toa Baja, Municipality of, Puerto
Rico
1747. Trujillo Alto, Municipality of,
Puerto Rico
1748. Vega Baja, Municipality of,
Puerto Rico
1749. Villalba, Municipality of, Puerto
Rico
1750. Yauco, Municipality of, Puerto
Rico
1751. Barrington, Town of, Rhode
Island
1752. Bristol, Town of, Rhode Island
1753. Providence, City of, Rhode
Island
1754. Warren, Town of, Rhode Island
1755. Aiken, City of, South Carolina
1756. Columbia, City of, South
Carolina
1757. Darlington, County of, South
Carolina
1758. Florence, City of, South Carolina
1759. Goose Creek, City of, South
Carolina
1760. Greenville, City of, South
Carolina
1761. Greer, City of, South Carolina
1762. Hilton Head Island, Town of,
South Carolina
1763. Mount Pleasant, Town of, South
Carolina
1764. Rock Hill, City of, South
Carolina
1765. Spartanburg, City of, South
Carolina
1766. Sumter, City of, South Carolina
1767. Brookings, County of, South
Dakota
1768. Brown, County of, South Dakota
1769. Lincoln, County of, South
Dakota
1770. Minnehaha, County of, South
Dakota
1771. Rapid City, City of, South
Dakota
1772. Sioux Falls, City of, South
Dakota
1773. Bartlett, City of, Tennessee
1774. Brentwood, City of, Tennessee
1775. Cannon, County of, Tennessee
1776. Carter, County of, Tennessee
1777. Chattanooga, City of, Tennessee
1778. Cheatham, County of, Tennessee
1779. Cleveland, City of, Tennessee
1780. Coffee, County of, Tennessee
1781. Collierville, Town of, Tennessee
1782. Crockett, County of, Tennessee
1783. Davidson, County of, Tennessee
1784. Decatur, County of, Tennessee
1785. Dickson, County of, Tennessee
1786. Dyer, County of, Tennessee
1787. Fayette, County of, Tennessee
1788. Franklin, City of, Tennessee
1789. Gallatin, City of, Tennessee
1790. Germantown, City of, Tennessee
1791. Gibson, County of, Tennessee
1792. Hamblen, County of, Tennessee
1793. Hendersonville, City of,
Tennessee
1794. Henry, County of, Tennessee
1795. Jackson, City of, Tennessee
1796. Johnson City, City of, Tennessee
1797. Johnson, County of, Tennessee
1798. Kingsport, City of, Tennessee
1799. La Vergne, City of, Tennessee
1800. Lawrence, County of, Tennessee
1801. Lawrenceburg, City of,
Tennessee
1802. Lebanon, City of, Tennessee
1803. Lincoln, County of, Tennessee
1804. Maryville, City of, Tennessee
1805. Maury, County of, Tennessee
1806. McMinnville, City of, Tennessee
1807. Memphis, City of, Tennessee
1808. Morgan, County of, Tennessee
1809. Morristown, City of, Tennessee
1810. Mount Juliet, City of, Tennessee
W-25
1811. Nashville-Davidson Metropolitan
Government, Tennessee
1812. Obion, County of, Tennessee
1813. Overton, County of, Tennessee
1814. Robertson, County of, Tennessee
1815. Shelby, County of, Tennessee
1816. Smyrna, Town of, Tennessee
1817. Sullivan, County of, Tennessee
1818. Sumner, County of, Tennessee
1819. Tipton, County of, Tennessee
1820. Weakley, County of, Tennessee
1821. Wilson, County of, Tennessee
1822. Abilene, City of, Texas
1823. Allen, City of, Texas
1824. Amarillo, City of, Texas
1825. Anderson, County of, Texas
1826. Arlington, City of, Texas
1827. Atascosa, County of, Texas
1828. Austin, City of, Texas
1829. Austin, County of, Texas
1830. Bastrop, County of, Texas
1831. Baytown, City of, Texas
1832. Beaumont, City of, Texas
1833. Bedford, City of, Texas
1834. Bee, County of, Texas
1835. Bell, County of, Texas
1836. Blanco, County of, Texas
1837. Brazoria, County of, Texas
1838. Brown, County of, Texas
1839. Brownsville, City of, Texas
1840. Bryan, City of, Texas
1841. Burleson, City of, Texas
1842. Burnet, County of, Texas
1843. Caldwell, County of, Texas
1844. Calhoun, County of, Texas
1845. Cameron, County of, Texas
1846. Camp, County of, Texas
1847. Carrollton, City of, Texas
1848. Cass, County of, Texas
1849. Cedar Hill, City of, Texas
1850. Cedar Park, City of, Texas
1851. Chambers, County of, Texas
1852. Cibolo, City of, Texas
1853. Cleburne, City of, Texas
1854. College Station, City of, Texas
1855. Collin, County of, Texas
1856. Colorado, County of, Texas
1857. Comal, County of, Texas
1858. Conroe, City of, Texas
1859. Cooke, County of, Texas
1860. Coppell, City of, Texas
1861. Copperas Cove, City of, Texas
1862. Corpus Christi, City of, Texas
1863. Dallas, City of, Texas
1864. Deer Park, City of, Texas
1865. Del Rio, City of, Texas
1866. Denton, City of, Texas
1867. Denton, County of, Texas
1868. DeSoto, City of, Texas
1869. Duncanville, City of, Texas
1870. Ector, County of, Texas
1871. Edinburg, City of, Texas
1872. El Paso, City of, Texas
1873. El Paso, County of, Texas
1874. Erath, County of, Texas
1875. Euless, City of, Texas
1876. Falls, County of, Texas
1877. Fannin, County of, Texas
1878. Farmers Branch, City of, Texas
1879. Flower Mound, Town of, Texas
1880. Fort Bend, County of, Texas
1881. Fort Worth, City of, Texas
1882. Franklin, County of, Texas
1883. Friendswood, City of, Texas
1884. Frisco, City of, Texas
1885. Galveston, City of, Texas
1886. Galveston, County of, Texas
1887. Garland, City of, Texas
1888. Georgetown, City of, Texas
1889. Grand Prairie, City of, Texas
1890. Grapevine, City of, Texas
1891. Grayson, County of, Texas
1892. Gregg, County of, Texas
1893. Guadalupe, County of, Texas
1894. Hale, County of, Texas
1895. Haltom City, City of, Texas
1896. Hardin, County of, Texas
1897. Harker Heights, City of, Texas
1898. Harlingen, City of, Texas
1899. Harris, County of, Texas
1900. Harrison, County of, Texas
1901. Hays, County of, Texas
W-26
1902. Hidalgo, County of, Texas
1903. Hill, County of, Texas
1904. Hood, County of, Texas
1905. Hopkins, County of, Texas
1906. Houston, City of, Texas
1907. Houston, County of, Texas
1908. Howard, County of, Texas
1909. Hunt, County of, Texas
1910. Huntsville, City of, Texas
1911. Hurst, City of, Texas
1912. Irving, City of, Texas
1913. Jasper, County of, Texas
1914. Jefferson, County of, Texas
1915. Keller, City of, Texas
1916. Kerr, County of, Texas
1917. Killeen, City of, Texas
1918. Kyle, City of, Texas
1919. La Porte, City of, Texas
1920. Lancaster, City of, Texas
1921. League City, City of, Texas
1922. Leander, City of, Texas
1923. Leon, County of, Texas
1924. Leon Valley, City of, Texas
1925. Lewisville, City of, Texas
1926. Liberty, County of, Texas
1927. Limestone, County of, Texas
1928. Little Elm, City of, Texas
1929. Longview, City of, Texas
1930. Lubbock, City of, Texas
1931. Lubbock, County of, Texas
1932. Lufkin, City of, Texas
1933. Madison, County of, Texas
1934. Mansfield, City of, Texas
1935. Matagorda, County of, Texas
1936. McAllen, City of, Texas
1937. McKinney, City of, Texas
1938. Medina, County of, Texas
1939. Mesquite, City of, Texas
1940. Midland, City of, Texas
1941. Midland, County of, Texas
1942. Midlothian, City of, Texas
1943. Milam, County of, Texas
1944. Mission, City of, Texas
1945. Missouri City, City of, Texas
1946. Morris, County of, Texas
1947. Nacogdoches, City of, Texas
1948. Nacogdoches, County of, Texas
1949. Navarro, County of, Texas
1950. New Braunfels, City of, Texas
1951. Newton, County of, Texas
1952. North Richland Hills, City of,
Texas
1953. Nueces, County of, Texas
1954. Odessa, City of, Texas
1955. Orange, County of, Texas
1956. Panola, County of, Texas
1957. Parker, County of, Texas
1958. Pasadena, City of, Texas
1959. Pearland, City of, Texas
1960. Pflugerville, City of, Texas
1961. Pharr, City of, Texas
1962. Plano, City of, Texas
1963. Port Arthur, City of, Texas
1964. Potter, County of, Texas
1965. Randall, County of, Texas
1966. Red River, County of, Texas
1967. Richardson, City of, Texas
1968. Robertson, County of, Texas
1969. Rockwall, City of, Texas
1970. Rosenberg, City of, Texas
1971. Round Rock, City of, Texas
1972. Rowlett, City of, Texas
1973. San Angelo, City of, Texas
1974. San Juan, City of, Texas
1975. San Marcos, City of, Texas
1976. San Patricio, County of, Texas
1977. Schertz, City of, Texas
1978. Shelby, County of, Texas
1979. Sherman, City of, Texas
1980. Socorro, City of, Texas
1981. Southlake, City of, Texas
1982. Starr, County of, Texas
1983. Sugar Land, City of, Texas
1984. Taylor, County of, Texas
1985. Temple, City of, Texas
1986. Texarkana, City of, Texas
1987. Texas City, City of, Texas
1988. The Colony, City of, Texas
1989. Tom Green, County of, Texas
1990. Travis, County of, Texas
1991. Trinity, County of, Texas
1992. Tyler, City of, Texas
W-27
1993. Uvalde, County of, Texas
1994. Val Verde, County of, Texas
1995. Van Zandt, County of, Texas
1996. Victoria, City of, Texas
1997. Victoria, County of, Texas
1998. Waco, City of, Texas
1999. Walker, County of, Texas
2000. Waller, County of, Texas
2001. Washington, County of, Texas
2002. Waxahachie, City of, Texas
2003. Weatherford, City of, Texas
2004. Weslaco, City of, Texas
2005. Wharton, County of, Texas
2006. Wichita Falls, City of, Texas
2007. Wilson, County of, Texas
2008. Wise, County of, Texas
2009. Wood, County of, Texas
2010. Wylie, City of, Texas
2011. American Fork, City of, Utah
2012. Bountiful, City of, Utah
2013. Box Elder, County of, Utah
2014. Carbon, County of, Utah
2015. Cedar City, City of, Utah
2016. Clearfield, City of, Utah
2017. Cottonwood Heights, City of,
Utah
2018. Davis, County of, Utah
2019. Draper, City of, Utah
2020. Eagle Mountain, City of, Utah
2021. Herriman, City of, Utah
2022. Holladay, City of, Utah
2023. Iron, County of, Utah
2024. Kaysville, City of, Utah
2025. Kearns, Metro Township of,
Utah
2026. Layton, City of, Utah
2027. Lehi, City of, Utah
2028. Logan, City of, Utah
2029. Midvale, City of, Utah
2030. Millard, County of, Utah
2031. Millcreek, City of, Utah
2032. Murray, City of, Utah
2033. Ogden, City of, Utah
2034. Orem, City of, Utah
2035. Pleasant Grove, City of, Utah
2036. Provo, City of, Utah
2037. Riverton, City of, Utah
2038. Roy, City of, Utah
2039. Salt Lake City, City of, Utah
2040. San Juan, County of, Utah
2041. Sandy, City of, Utah
2042. Sanpete, County of, Utah
2043. Saratoga Springs, City of, Utah
2044. South Jordan, City of, Utah
2045. Spanish Fork, City of, Utah
2046. Springville, City of, Utah
2047. St. George, City of, Utah
2048. Syracuse, City of, Utah
2049. Taylorsville, City of, Utah
2050. Tooele, City of, Utah
2051. West Jordan, City of, Utah
2052. West Valley City, City of, Utah
2053. Addison, County of, Vermont
2054. Bennington, County of, Vermont
2055. Brattleboro, Town of, Vermont
2056. Burlington, City of, Vermont
2057. Chittenden, County of, Vermont
2058. Franklin, County of, Vermont
2059. Rutland, County of, Vermont
2060. Washington, County of, Vermont
2061. Windham, County of, Vermont
2062. Windsor, County of, Vermont
2063. Albemarle, County of, Virginia
2064. Augusta, County of, Virginia
2065. Bedford, County of, Virginia
2066. Blacksburg, Town of, Virginia
2067. Buchanan, County of, Virginia
2068. Campbell, County of, Virginia
2069. Caroline, County of, Virginia
2070. Carroll, County of, Virginia
2071. Charlottesville, City of, Virginia
2072. Gloucester, County of, Virginia
2073. Grayson, County of, Virginia
2074. Hampton, City of, Virginia
2075. Hanover, County of, Virginia
2076. Harrisonburg, City of, Virginia
2077. James City, County of, Virginia
2078. Leesburg, Town of, Virginia
2079. Lynchburg, City of, Virginia
2080. Manassas, City of, Virginia
2081. Martinsville, City of, Virginia
2082. Newport News, City of, Virginia
W-28
2083. Orange, County of, Virginia
2084. Petersburg, City of, Virginia
2085. Portsmouth, City of, Virginia
2086. Rockingham, County of, Virginia
2087. Spotsylvania, County of,
Virginia
2088. Suffolk, City of, Virginia
2089. York, County of, Virginia
2090. Auburn, City of, Washington
2091. Bellevue, City of, Washington
2092. Bellingham, City of, Washington
2093. Benton, County of, Washington
2094. Bothell, City of, Washington
2095. Bremerton, City of, Washington,
2096. Burien, City of, Washington
2097. Crowlitz, County of, Washington
2098. Des Moines, City of, Washington
2099. Douglas, County of, Washington
2100. Edmonds, City of, Washington
2101. Federal Way, City of,
Washington
2102. Grant, County of, Washington
2103. Grays Harbor, County of,
Washington
2104. Issaquah, City of, Washington
2105. Kennewick, City of, Washington
2106. King, County of, Washington
2107. Kittitas, County of, Washington
2108. Lacey, City of, Washington
2109. Lake Stevens, City of,
Washington
2110. Lakewood, City of, Washington
2111. Lincoln, County of, Washington
2112. Longview, City of, Washington
2113. Lynnwood, City of, Washington
2114. Marysville, City of, Washington
2115. Mason, County of, Washington
2116. Mount Vernon, City of,
Washington
2117. Okanogan, County of,
Washington
2118. Olympia, City of, Washington
2119. Pasco, City of, Washington
2120. Pullman, City of, Washington
2121. Puyallup, City of, Washington
2122. Redmond, City of, Washington
2123. Renton, City of, Washington
2124. Richland, City of, Washington
2125. Sammamish, City of,
Washington
2126. San Juan, County of, Washington
2127. Seattle, City of, Washington
2128. Sedro-Woolley, City of,
Washington
2129. Shoreline, City of, Washington
2130. Spokane Valley, City of,
Washington
2131. Stevens, County of, Washington
2132. University Place, City of,
Washington
2133. Vancouver, City of, Washington
2134. Walla Walla, City of,
Washington
2135. Whatcom, County of,
Washington
2136. Wenatchee, City of, Washington
2137. Yakima, City of, Washington
2138. Yakima, County of, Washington
2139. Appleton, City of, Wisconsin
2140. Beloit, City of, Wisconsin
2141. Brookfield, City of, Wisconsin
2142. Cudahy, City of, Wisconsin
2143. Eau Claire, City of, Wisconsin
2144. Fitchburg, City of, Wisconsin
2145. Fond du Lac, City of, Wisconsin
2146. Franklin, City of, Wisconsin
2147. Green Bay, City of, Wisconsin
2148. Greenfield, City of, Wisconsin
2149. Janesville, City of, Wisconsin
2150. La Crosse, City of, Wisconsin
2151. Madison, City of, Wisconsin
2152. Manitowoc, City of, Wisconsin
2153. Marinette, City of, Wisconsin
2154. Menomonee Falls, Village of,
Wisconsin
2155. Mount Pleasant, Village of,
Wisconsin
2156. New Berlin, City of, Wisconsin
2157. Oak Creek, City of, Wisconsin
2158. Oshkosh, City of, Wisconsin
2159. Polk, County of, Wisconsin
2160. Racine, City of, Wisconsin
W-29
2161. Sheboygan, City of, Wisconsin
2162. South Milwaukee, City of,
Wisconsin
2163. Sun Prairie, City of, Wisconsin
2164. Superior, City of, Wisconsin
2165. Waukesha, City of, Wisconsin
2166. Wausau, City of, Wisconsin
2167. Wauwatosa, City of, Wisconsin
2168. West Allis, City of, Wisconsin
2169. West Bend, City of, Wisconsin
2170. Albany, County of, Wyoming
2171. Campbell, County of, Wyoming
2172. Fremont, County of, Wyoming
2173. Gillette, City of, Wyoming
2174. Laramie, City of, Wyoming
2175. Laramie, County of, Wyoming
2176. Natrona, County of, Wyoming
2177. Sheridan, County of, Wyoming
X-1
EXHIBIT X
Governor’s Release of Opioid-Related Claims Pursuant to the Walmart Settlement Agreement
I, [NAME], Governor of the [Commonwealth]/[State]/[Territory] of [Commonwealth]/[State]/[Territory], hereby authorize Attorney General [NAME] to settle and release, to the maximum extent of my power as Governor, all Released Claims of (1) all of [Commonwealth]/[State]/[Territory]’s past and present executive departments, agencies, divisions, boards, commissions and instrumentalities with regulatory authority to enforce state and federal controlled substances acts and (2) all of [Commonwealth]/[State]/[Territory]’s past and present executive departments, agencies, divisions, boards, commissions and instrumentalities that have the authority to bring Claims related to Alleged Harms and/or Covered Conduct seeking money (including abatement and/or remediation) or revocation or suspension of a pharmaceutical distribution or dispensing license. The foregoing authorization is given in connection with Section X.G of that certain settlement agreement dated as of November [●], 2022 setting forth the terms of settlement between and among Walmart Inc., on the one hand, and certain Settling States and certain Participating Subdivisions on the other hand. This release is intended to be a “release from a State’s Governor” as contemplated in such section.
Capitalized terms used herein and defined in such settlement agreement have the meanings given to them in such settlement agreement.
_________________________
Governor of the [Commonwealth]/[State]/[Territory] of [Commonwealth]/[State]/[Territory]
Date: ______________________