Agenda, closed session, first session — Hillsborough City Council, April 10, 2023 (part 1 of 3)

TOWN OF HILLSBOROUGH
San Mateo County
Christine Krolik, Mayor 1600 Floribunda Avenue
Sophie Cole, Vice Mayor Hillsborough, CA 94010
Marie Chuang, Councilmember www.hillsborough.net
Leslie Marden Ragsdale, Councilmember Phone 650-375-7400 Alvin L. Royse, Councilmember

A G E N D A
MONDAY, APRIL 10, 2023
4:30 PM CLOSED SESSION
6:00 PM CITY COUNCIL MEETING
Hillsborough Town Hall and Zoom Video Conference
Meetings of the City Council are held in-person. As a courtesy, and in compliance with applicable state law, staff and members of the public may participate in the meeting in person at Town Hall or virtually via Zoom Video Conference.

To attend the meeting in person:
1600 Floribunda Avenue, Hillsborough, CA 94010.

To provide Public Comment in person:

Members of the public wishing to speak are requested to complete a yellow speaker card and submit it to the City Clerk.

To participate in the meeting via Zoom Video Conference:
• Log in to the meeting at https://us06web.zoom.us/j/89992362433?pwd=bmRKSUJuSVlqcjhaMkZXaDFiSkMrQT09 • Dial-in via phone:
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Meeting ID: 899 9236 2433
Passcode: 311690
To provide Public Comment via Zoom Video Conference:

Live verbal public comments may be made by requesting to speak using the “raise hand” feature in Zoom or, if calling in by phone, by pressing *9 on the telephone keypad prior to the close of the public comment period for the item. In response, the Town will unmute the speaker and allow them to speak up to three minutes.

CLOSED SESSION (4:30 pm)

CALL TO ORDER

ROLL CALL
Agenda – Hillsborough City Council
Monday, April 10, 2023

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PUBLIC COMMENT ON CLOSED SESSION ITEMS
Members of the public may provide public comments on any item on the Closed Session agenda. Members of the public participating in person are requested to complete a yellow speaker card and submit it to the City Clerk before addressing the City Council. Members of the public participating via the Zoom platform may use the “raise hand” feature or, if calling in by phone, press *9 on the telephone keypad. Speakers are limited to one comment per Closed Session item.

ANNOUNCEMENT OF CONFLICT OF INTEREST
This portion of the agenda is for Councilmembers to disclose any conflict of interest related to any item on the Closed Session agenda.

Any Councilmember who has confirmed a conflict of interest or has reason to believe they have a conflict of interest should disclose the conflict for the record and abide by the disqualification requirements contained in FPPC regulations.

PUBLIC ANNOUNCEMENT OF CLOSED SESSION ITEMS
A. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Pursuant to Government Code Section 54956.9(d)(1)
Crown Castle NG West LLC v. Town of Hillsborough, et al.

San Mateo County Superior Court, Case No. 18CIV05650
B. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Pursuant to Government Code Section 54956.9(d)(4)
Initiation of Litigation
C. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Pursuant to Government Code Section 54956.9(d)(2)
Town as Defendant – Two Potential Cases (see legal threat documents in agenda packet)

ADJOURN CLOSED SESSION
REGULAR CITY COUNCIL MEETING (6:00 pm)
I. CALL TO ORDER
II. ROLL CALL
III. PLEDGE OF ALLEGIANCE
IV. REPORT FROM CLOSED SESSION
V. MINUTES: January 11, 2023, February 13, 2023 and March 30, 2023 VI. PRESENTATION
• MAYOR'S APPLAUSE
VII. PUBLIC COMMENT I
This portion of the meeting is reserved for persons wishing to address the City Council on any matter not on the agenda.

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speaking time may be reduced to no less than 2 minutes, at the discretion of the Mayor. Members of the public are limited to one comment at this time. State law prohibits the Council from discussing or acting on non-agenda items, and generally limits the ability of the Council to respond to any public comments made regarding non-agenda items.

VIII. ANNOUNCEMENT OF CONFLICT OF INTEREST
This portion of the agenda is for Councilmembers to disclose any conflict of interest related to any item on the agenda. Any Councilmember who has confirmed a conflict of interest or has reason to believe they have a conflict of interest should disclose the conflict for the record and abide by the disqualification requirements contained in FPPC regulations.

IX. CONSENT CALENDAR
The Consent Calendar includes routine items, which do not require discussion. A Councilmember may remove an item for discussion, and any member of the audience may request a Councilmember to remove an item for discussion. The items are approved in one motion.

1. MONTHLY CLAIMS: MARCH 1 THROUGH MARCH 31, 2023 PURSUANT TO CEQA GUIDELINE 15378

2. QUARTERLY INTEREST RATE PRODUCTS (SWAP) REPORT PURSUANT TO CEQA GUIDELINE 15378

3. QUARTERLY TREASURER'S REPORT FOR THE QUARTER ENDING MARCH 31, 2023 PURSUANT TO CEQA GUIDELINE 15378

4. APPROVAL OF FUNDRAISING EVENT PERMIT APPLICATION 23-03 FOR THE HILLSBOROUGH BEAUTIFICATION FOUNDATION'S CELEBRATE MAY! EVENT PURSUANT TO CEQA GUIDELINES 15378 AND 15301

5. APPROVAL OF FUNDRAISING EVENT PERMIT APPLICATION 23-04 FOR THE HILLSBOROUGH SCHOOLS FOUNDATION'S 2023 FUN RUN PURSUANT TO CEQA GUIDELINE 15378 AND 15301

6. APPROVAL OF FUNDRAISING EVENT PERMIT APPLICATION 23-05 AND

APPLICATION FOR A NEW SIGN FOR THE SOLMATEO SIGNATURE KITCHEN TOUR PURSUANT TO CEQA GUIDELINES 15378 AND 15301

7. RECONSIDER RESOLUTION NO. 23-23 APPROVING COMCAST’S PERMIT APPLICATIONS FOR THE INSTALLATION OF TWO (2) BATTERY CABINETS (UTILITY BOX OUTDOOR FIXTURES) AT 1020 CRYSTAL SPRINGS ROAD AND DIRECT STAFF TO SCHEDULE A PUBLIC HEARING AT THE MAY 8, 2023 CITY COUNCIL MEETING TO CONSIDER NEW LOCATION(S) FOR THE TWO (2) CABINETS NEAR 1020 CRYSTAL SPRINGS ROAD PURSUANT TO CEQA GUIDELINE 15303

8. OPT INTO THE SETTLEMENT AGREEMENTS WITH WALGREENS CO., WALMART, INC., CVS HEALTH CORPORATION/CVS PHARMACY INC., TEVA
PHARMACEUTICAL INDUSTRIALS LTD., AND ALLERGAN FINANCE LLC/ALLERGAN

LIMITED, AGREE TO THE TERMS OF THE STATE-SUBDIVISION AGREEMENTS,

AND AUTHORIZE ENTRY INTO THE STATE-SUBDIVISION AGREEMENTS WITH

THE ATTORNEY GENERAL PURSUANT TO CEQA GUIDELINES SECTIONS Agenda – Hillsborough City Council
Monday, April 10, 2023

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15061(B)(3) AND 15378(B)(4)

9. RESOLUTION APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE

A SECOND AMENDMENT TO THE EXISTING AGREEMENT WITH FREYER & LAURETA, INC. FOR CEQA COMPLIANCE SERVICES FOR THE DESIGN OF THE HIGHLINE WATER PIPELINE PROJECT IN THE AMOUNT OF $181,200.00, FOR A TOTAL CONTRACT AMOUNT OF $752,800.00 PURSUANT TO CEQA GUIDELINE 15306

10. RESOLUTION AWARDING TO AND AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH G. BORTOLOTTO & COMPANY, INC. FOR THE 2023 STREET RESURFACING PROJECT IN THE AMOUNT OF $3,842,864.40, WITH A 10% CONTINGENCY IN THE AMOUNT OF $384,286.44, FOR A TOTAL COST OF $4,227,150.84; APPROVE FY 2022-23 BUDGET AMENDMENT IN THE CAPITAL IMPROVEMENT FUND (CIP #401.47) IN THE AMOUNT OF $4,061,791.80; AND

AUTHORIZE THE FINANCE DIRECTOR TO MAKE AN INTER-FUND BORROWING FOR CASH FLOW PURPOSES PURSUANT TO CEQA GUIDELINE SECTION 15301

11. RESOLUTION RESCINDING RESOLUTION NO. 22-14 AND RESOLUTION NO. 22-63 AND APPROVING THE PURCHASE OF ONE REPLACEMENT PUBLIC WORKS WATER MAINTENANCE VEHICLE IN THE AMOUNT OF $69,978.83 PURSUANT TO CEQA GUIDELINE 15378

12. RESOLUTION APPROVING THE PURCHASE OF ONE REPLACEMENT PUBLIC WORKS SEWER MAINTENANCE VEHICLE IN THE AMOUNT OF $287,362.69 PURSUANT TO CEQA GUIDELINE 15378

13. ACCEPTANCE OF THE 2022 GENERAL PLAN ANNUAL PROGRESS REPORT PURSUANT TO CEQA GUIDELINE 15378
X. PUBLIC HEARING

14. RESOLUTION APPROVING THE VESTING TENTATIVE MAP FOR THE PROPOSED SUBDIVISION OF 85 FAGAN DRIVE AND ADJACENT VACANT LOT PURSUANT TO CEQA CATEGORICAL EXEMPTION SECTION 15315 MINOR LAND DIVISIONS XI. OLD BUSINESS

15. CONSIDER APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A

LICENSE AGREEMENT WITH THE BURLINGAME COUNTRY CLUB TO CONSTRUCT

A PATHWAY PROJECT WITH MODIFICATIONS REQUESTED BY THE BURLINGAME COUNTRY CLUB PURSUANT TO CEQA GUIDELINE 15301
XII. NEW BUSINESS

16. RESOLUTION APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH MIG, INC. FOR PROFESSIONAL SERVICES TO CONDUCT Agenda – Hillsborough City Council
Monday, April 10, 2023

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ENVIRONMENTAL REVIEW FOR THE TOWN OF HILLSBOROUGH 6TH CYCLE HOUSING ELEMENT UPDATE 2023-2031 AND ASSOCIATED GENERAL PLAN ELEMENTS IN THE NOT-TO-EXCEED AMOUNT OF $248,745.00 PURSUANT TO CEQA GUIDELINE 15306
XIII. INFORMATIONAL

17. CITY MANAGER'S UPDATE
XIV. PUBLIC COMMENT II
This portion of the meeting is reserved for persons wishing to address the City Council on any matter not on the agenda.

Members of the public participating in person are requested to complete a yellow speaker card and submit it to the City Clerk before addressing the City Council. Members of the public may provide comments via the Zoom platform by using the “raise hand” feature or, if calling in by phone, by pressing *9 on the telephone keypad. In response, the Town will unmute the speaker and allow them to speak on any topic for up to three minutes. If there appears to be a large number of speakers, speaking time may be reduced to no less than 2 minutes, at the discretion of the Mayor. Members of the public are limited to one comment at this time. State law prohibits the Council from discussing or acting on non-agenda items, and generally limits the ability of the Council to respond to any public comments made regarding non-agenda items.

XV. CITY COUNCIL ITEMS:

This section of the agenda provides the City Council an opportunity to ask questions on any project of interest. No action can be taken on any item not on the agenda.

XVI. ADJOURNMENT
SPECIAL ACCOMMODATIONS:

If you need a disability-related modification or accommodation, including auxiliary aids or services, to participate in the City Council meeting, or if you need an agenda in an alternate form, please contact the City Clerk’s Office at 375-7412 at least 24 hours before the scheduled City Council meeting.

ADDRESSING THE CITY COUNCIL:

Members of the public may provide written comments to the City Council regarding any item on the agenda up to two hours before the meeting to [email protected] or by mail/in person at 1600 Floribunda Avenue, Hillsborough, CA 94010. Any writings or documents provided to a majority of the City Council regarding any item on this agenda prior to the deadline, except as exempt from public disclosure under applicable law, will be available for public inspection on the Town website, and in the City Clerk’s Office at 1600 Floribunda Avenue, Hillsborough, CA 94010, during regular business hours.

AUDIO / VISUAL ADVISORY:

Those persons who wish to use PowerPoint or other mediums when presenting to the City Council will be required to submit media items to the City Clerk by 12:00 p.m. on the day of the meeting. Media items can be emailed to [email protected].

AUDIO OR VIDEO RECORDINGS:

Please be advised that under the Brown Act, any person has the right to record the City Council meeting, including the audience in attendance, using an audio or video recording device subject to certain exceptions. Please be aware that by attending a City Council meeting, you may be audio or video recorded.

W I L L I A M L. M c C L U R E
J O H N L. F L E G E L
D A N K. S I E G E L
J E N N I F E R H. F R I E D M A N
M I N D I E S. R O M A N O W S K Y
L E I G H F. P R I N C E
D A V I D L. A C H
G R E G O R Y K. K L I N G S P O R N
N I C O L A S A. F L E G E L
K R I S T I N A A. FENT O N
C A R A E. SILVER
KIMBERLY J. BRUMMER
C A M A S J . S T E I N M E T Z
PHILIP S. SOU S A
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B R I T T N E Y L. S T A N D L E Y
C H R I S T I A N D. P E T R A N G E L O
J O S E P H H. F E L D M A N
JORGENSON, SIEGEL, McCLURE & FLEGEL, LLP

ATTORNEYS AT LAW
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March 10, 2023

O F C O U N S E L

KENT MITCHELL
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R E T I R E D
J O H N D. J O R G E N S O N
MARGARET A. SLOAN
D I A N E S. G R E E N B E R G
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D E C E A S E D
M A R V I N S. S I E G E L
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VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED
& VIA ELECTRONIC MAIL: [email protected]
Lisa Natusch
City Clerk
Town of Hillsborough
1600 Floribunda Ave.

Hillsborough, CA 94010
Re: Claim of Joseph Pfeister and Maricar Pacquing / Failing Infrastructure at 2095 Ralston Ave
Dear Madam Clerk:

This firm has been retained by Joseph Pfeister and Maricar Pacquing regarding the above-referenced Claim. As you are aware, our clients last year informed the Town of Hillsborough (“Town”) of the failure of a portion of the Town’s retaining wall that in part supports the bridge that is our clients’ sole access to their property. By your letter of November 30, 2022, the Town of Hillsborough (“Town”) rejected the claim .

Since the Claim was filed, water that flowed from Ralston Avenue significantly damaged our clients’ property. They have also discovered additional evidence supporting their claim that the failed retaining wall, and the damage from the water directed onto their property, is the Town’s responsibility. For example, contrary to the Town’s position that the only affected structures are private property, that would not excuse the Town’s failure (or refusal) to maintain public infrastructure. The historical plans for the construction of the bridge were filed in 1957 and reflect that the subject retaining wall was pre-existing, and that it pre-existed any development of our clients’ property. Our clients have filed Public Records Act requests seeking any documents that support the Town’s position, only to be told that no such documents exist.

The Town’s failure to maintain records establishing that the improvements were private or public does not support a conclusion that the failed infrastructure is not the Town’s responsibility; rather, it supports the contrary conclusion.

CLOSED SESSION ITEM C

ONE OF TWO POTENTIAL CASES
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Lisa Natusch, City Clerk
March 10, 2023

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Our clients have no choice but to move forward with emergency repairs to the bridge and thus the retaining wall that supports it – without the bridge, they have no access to their property. They have been coordinating with the Town throughout this process and intend to continue to do so.

However, by this letter, Mr. Pfeister and Dr. Pacquing hereby place the Town on notice that they consider the Town’s position that the retaining wall is not part of the Town’s utility infrastructure to be incorrect; and that they hold the Town responsible for the repair and maintenance of the retaining wall and associated structures. It is our intent to file a timely action to enforce the Town’s obligations if this matter is not resolved to their satisfaction.

We hope that this will not be necessary, and to that end I invite the Town to contact me at its earliest opportunity to discuss potential resolutions and potentially a tolling agreement to avoid having to file legal action while those discussions are ongoing. I look forward to further dialog.

Very truly yours,
Gregory K Klingsporn
Cc: Ann E. Ritzma, City Manager (email: [email protected]) Christopher Diaz, City Attorney (email: [email protected]) -2-

CLOSED SESSION ITEM C

SECOND OF TWO POTENTIAL CASES
Legal Threat Document for Justification
I am memorializing my conversation with an attorney, who called me regarding a resident located at 100 Stonehedge Road, Hillsborough and his discussions with her. The attorney wanted to open discussions regarding claims that may exist on behalf of the resident due to the Town’s issuance of a permit for development of neighboring property located at 118 Baywood Avenue, Hillsborough and damages she may have incurred resulting therefrom. The attorney indicated that he would like to settle this matter before a formal lawsuit is filed and would like the opportunity to discuss in a mediation type format for now.

Al Royse
Councilmember
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UNAPPROVED MINUTES
SPECIAL CITY COUNCIL MEETING – STUDY SESSION
WEDNESDAY, JANUARY 11, 2023
8:45 am
Hillsborough Town Hall
I. CALL TO ORDER
Mayor Krolik called the meeting to order at 8:45 a.m.

II. ROLL CALL

Present: Chuang, Ragsdale, Royse, Cole, Krolik
III. MANAGEMENT WORKSHOP
Town staff and the City Council participated in a Management Workshop for a discussion and exercises on building strength-based teams facilitated by Alicia Santamaria, Adelante Coaching and Consulting.

IV. PUBLIC COMMENT
There were no members of the public present.

V. ADJOURNMENT
The meeting adjourned at 1:00 p.m.
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UNAPPROVED MINUTES
MONDAY, FEBRUARY 13, 2023
4:00 PM STUDY SESSION – GOAL SETTING (CONTINUED)
5:00 PM CLOSED SESSION
6:00 PM CITY COUNCIL MEETING
Hillsborough Town Hall and Zoom Video Conference
This City Council meeting was conducted pursuant to Government Code Section 54953(e) (and without compliance with section 54953(b)(3)) related to conducting public meetings during the COVID-19 pandemic. The City Council, staff and members of the public participated in the meeting virtually via Zoom Video Conference or in person at Town Hall.

STUDY SESSION

CALL TO ORDER
Mayor Krolik called the meeting to order at 4:00 p.m.

ROLL CALL

Present: Chuang, Ragsdale, Royse, Cole, Krolik
A. CITY COUNCIL GOAL SETTING (CONTINUED FROM FEBRUARY 7, 2023) City Manager Ann Ritzma summarized the goals discussed at the February 7, 2023 Goal Setting session for consideration: Age-Friendly City, Bike/Pedestrian Master Plan, New Communications Tools, Electrification, Youth Council, Adopt a Storm Drain program, Second Story/First Story Work Session, Leaf Blower Education and Programs, reviewing the Fundraising Event Permit Process and Fees, a request by Firewise to look at applying Chapter 7A across the entire town as well as other home-hardening and collaborative efforts to do wood chipping, Dog Park/Park Opportunities, Employee Housing/Sleeping Quarters, and Housing Element - Debrief/Lessons Learned. Public Works Director Paul Willis provided additional information in response to City Council questions.

Mayor Krolik opened public comment.

Due to a brief power outage at Town Hall, the meeting was paused at 4:19 p.m. The meeting resumed at 4:27 p.m.

Rohan Dalal requested the City Council consider adding a Youth Commission to the list of City Council goals to foster communication and engagement with teens and the Town, address issues pertaining to teens, and promote civic engagement.

Mike Swire, Southdown Road, expressed support for the Youth Commission proposed by the prior speaker and in support of a bicycle/pedestrian master plan, leaf blower programs and electrification.

David Weinberg, on behalf of Firewise, invited Councilmembers to view the chipping programs that have been conducted and in support of prioritization of fire safety.

Josh Cooperman, 15 Creekwood Way, on behalf of Firewise, spoke in support of prioritization of applying Hillsborough Municipal Code Chapter 7A and recommended translation of materials related to use of leaf blowers.

Ann O’Brien Keighran, CAFE, reiterated the importance of Age-Friendly certification and encouraged the City Council to add it to the list of Council goals. -6-
Unapproved Minutes – Hillsborough City Council
Monday, February 13, 2023

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Aaron Zornes, 366 Alberta Way, provided comments regarding use of leaf blowers in the town and encouraged the City Council to ban the use of leaf blowers.

Larry Friedberg expressed concern regarding the low attendance at the February 7, 2023 Goal Setting session and the low attendance at the current session and spoke in support of adding as a goal the creation of a dashboard in order to make use of data from each department.

Mayor Krolik closed public comment.

Councilmembers proceeded to state their top five priorities for the year.

Councilmember Chuang: Bike/Pedestrian Master Plan, Age Friendly City, Dog Park/Park Opportunities, Employee Housing/Sleeping Quarters
Councilmember Royse: Bike/Pedestrian Master Plan, Age Friendly City, Youth Council, Leaf Blower Education and Programs, New Communications Tools Councilmember Ragsdale: Bike/Pedestrian Master Plan, Age Friendly City, Youth Council, New Communications Tools, leaf blower education and programs Vice Mayor Cole: Firewise – Chapter 7A, Adopt a Storm Drain, Leaf Blower Education and Programs, New Communications Tools, Employee Housing/Sleeping Quarters Mayor Krolik: Bike/Pedestrian Master Plan, Leaf Blower Education and Programs, Dog Park/Park Opportunities, Age Friendly City, Firewise – Chapter 7A Following discussion, Mayor Krolik reported majority City Council support for the following priorities: Bike/Pedestrian Master Plan, Age Friendly City, Leaf Blower Education and Programs, New Communications Tools.

Mayor Krolik stated that there are two Councilmembers interested in the Youth Council which could be pursued with a Councilmember who may be willing to be the liaison, and two Councilmembers interested in Dog Park/Park Opportunities, Employee Housing/Sleeping Quarters, Firewise – Chapter 7A and Adopt a Storm Drain, which may also be able to be addressed with Council assistance.

Mayor Krolik stated willingness to review the Fundraising Event Permit Process and Fees item and stated that Electrification, Second Story/First Story Work Session and the Housing Element - Debrief/Lessons Learned will continue to be worked through and encouraged the City Council to let the City Manager know which items they would be willing to work on.

ADJOURN STUDY SESSION
Mayor Krolik adjourned the meeting at 5:02 p.m.

CLOSED SESSION

CALL TO ORDER
Mayor Krolik called the meeting to order at 5:03 p.m.

ROLL CALL

Present: Chuang, Ragsdale, Royse, Cole, Krolik

PUBLIC COMMENT
There were no public comments.

ANNOUNCEMENT OF CONFLICT OF INTEREST
There were no announcements of conflict of interest.
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Unapproved Minutes – Hillsborough City Council
Monday, February 13, 2023

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PUBLIC ANNOUNCEMENT OF CLOSED SESSION ITEMS
Mayor Krolik announced the items for Closed Session:

A. CONFERENCE WITH LEGAL COUNSEL – PENDING LITIGATION
Pursuant to Government Code Section 54956.9(d)(1)
One Case – Town of Hillsborough v. Leininger, San Mateo Superior Court Action No. 22CIV04063
B. CONFERENCE WITH LEGAL COUNSEL – INITIATION OF LITIGATION Pursuant to Government Code Section 54956.9(d)(4)
Town as Plaintiff – One Potential Case
C. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Pursuant to Government Code Section 54956.9(d)(2)
Town as Defendant – Two Potential Cases (see legal threat documents in agenda packet) D. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Pursuant to Government Code Section 54956.9(d)(1)
Hillsborough Citizens Alliance v. Town of Hillsborough
San Mateo Superior Court Case No. 21CIV04709

ADJOURN CLOSED SESSION
The Closed Session adjourned at 5:55 p.m.

REGULAR CITY COUNCIL MEETING
I. CALL TO ORDER
Mayor Krolik called the meeting to order at 6:06 p.m.

II. ROLL CALL

Present: Chuang, Ragsdale, Royse, Cole, Krolik
III. PLEDGE OF ALLEGIANCE
Mayor Krolik led the Pledge of Allegiance.

IV. REPORT FROM CLOSED SESSION
Mayor Krolik reported that during the Closed Session the City Council approved a settlement of the Town of Hillsborough v. Leininger lawsuit and authorized the City Manager to execute a settlement agreement. Mayor Krolik made the following statement: Under the settlement, Mr.

Leininger will be permitted to park his RV at One Fern Court for the limited purpose of loading and unloading, not to exceed four hours, and any violation of the terms of the settlement will result in a loss of this right. The settlement was approved by a vote of 5-0. In making this settlement, the City Council interpreted the ordinance as one designed to prohibit long term parking of RVs. Long term parking can lead to noise, parties, camping, and view impacts. On the other hand, short-term parking is allowed for loading and unloading in many circumstances. RVs should be treated similarly. The settlement includes safeguards to prevent abuse. The Council believes this is a reasonable interpretation and application of the ordinance, not an amendment.

V. MINUTES: January 9, 2023
On motion by Councilmember Chuang, seconded by Vice Mayor Cole and unanimous on roll call vote, the minutes of the January 9, 2023 City Council meeting were approved.

VI. RECOGNITION
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Unapproved Minutes – Hillsborough City Council
Monday, February 13, 2023

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• RECOGNITION OF FORMER MEMBERS OF THE SAN MATEO COUNTY BOARD OF

SUPERVISORS CAROLE GROOM AND DON HORSLEY
Mayor Krolik read resolutions of appreciation and excerpts of the comments read into the Congressional Record by former Congresswoman Jackie Speier in recognition of the service of former members of the San Mateo County Board of Supervisors Don Horsley and Carole Groom.

Former Supervisor Horsley provided brief comments. Councilmembers provided comments of appreciation of the former supervisors.

VII. PUBLIC COMMENT I
Larry Friedberg spoke regarding the importance of fostering trust and provided comments regarding the Town’s values statement.

VIII. ANNOUNCEMENT OF CONFLICT OF INTEREST
Councilmember Ragsdale reported that she drove by 85 Fagan Drive.

IX. CONSENT CALENDAR
There were no requests to remove an item from the Consent Calendar.

On motion by Councilmember Chuang, seconded by Vice Mayor Cole and unanimous on roll call vote, the Consent Calendar was approved.

Regarding Item 4, Councilmember Royse thanked former Mayor Jay Benton for his service on the BAWSCA Board.

1. MONTHLY CLAIMS: JANUARY 1 THROUGH JANUARY 31, 2023 PURSUANT TO CEQA GUIDELINE 15378
The monthly claims for January 2023 in the amount of $4,224,000.03 were approved as submitted.

2. APPROVAL OF FUNDRAISING EVENT PERMIT APPLICATION 23-01 FOR THE PARCA AUXILIARY LUNCHEON PURSUANT TO CEQA GUIDELINE 15378 Fundraising Event Permit Application 23-01 for the PARCA Auxiliary Luncheon subject to the conditions recommended by staff was approved.

3. RESOLUTION ADOPTING THE TOWN OF HILLSBOROUGH 2023 LEGISLATIVE PLATFORM PURSUANT TO CEQA GUIDELINE 15378
The resolution adopting the Town of Hillsborough 2023 Legislative Platform was adopted.

4. APPOINTMENT OF LESLIE MARDEN RAGSDALE AS DIRECTOR TO THE BOARDS

OF THE BAY AREA WATER SUPPLY & CONSERVATION AGENCY (BAWSCA) AND

BAY AREA REGIONAL WATER SYSTEM FINANCING AUTHORITY (RFA) PURSUANT TO CEQA GUIDELINE 15378
Councilmember Leslie Marden Ragsdale was appointed as a director to the BAWSCA and RFA Boards to represent the Town effective July 1, 2023 for a term to June 30, 2027.

5. RESOLUTION TERMINATING THE LOCAL EMERGENCY DECLARED AS A RESULT OF THE COVID-19 PANDEMIC PURSUANT TO CEQA GUIDELINE 15061(B)(3) The resolution terminating the local emergency declared as a result of the COVID-19 pandemic was adopted.
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Unapproved Minutes – Hillsborough City Council
Monday, February 13, 2023

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6. RESOLUTION AWARDING TO AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH BURNETT LANDSCAPE DEVELOPMENT INC. TO INSTALL LANDSCAPING AT FIRE STATION 32 FOR THE TOWN OF
HILLSBOROUGH FOR A NOT-TO-EXCEED AMOUNT OF $21,839.15 PURSUANT TO CEQA GUIDELINE 15301
The resolution awarding and authorizing the City Manager to execute the agreement on behalf of the Town with Burnett Landscape Development Inc. for a not-to-exceed amount of $21,839.15 and authorizing the use of the Fire Stations CIP surplus to fund the project was adopted.

7. RESOLUTION AWARDING TO AND AUTHORIZING THE CITY MANAGER TO

EXECUTE AN AGREEMENT WITH NORGO ENGINEERING FOR THE EMERGENCY BOWHILL SEWER MAIN REPAIR IN THE AMOUNT OF $162,000.00, WITH A 10% CONTINGENCY, FOR A TOTAL ALLOCATION OF $178,200.00 PURSUANT TO CEQA GUIDELINE 15301
The resolution awarding to and authorizing the City Manager to execute the agreement for the emergency Bowhill Sewer Main Repair to NORGO Engineering in the amount of $162,000.00, with a 10% contingency, for a total allocation of $178,200.00, allocating funds from the Miscellaneous Sewer System Repairs Fund and the Priority Basins Inflow & Infiltration Fund was adopted.

X. PUBLIC HEARING

8. CONCEPTUAL REVIEW OF THE SUBDIVISION OF 85 FAGAN DRIVE AND ADJACENT VACANT LOT (APN 027-330-630) INTO THREE PARCELS AND

DEDICATION OF PUBLIC RIGHT-OF-WAY PURSUANT TO CEQA CATEGORICAL EXEMPTION SECTION 15315 MINOR LAND DIVISIONS
City Attorney Christopher Diaz outlined the process for the item.

Mayor Krolik disclosed she had a conversation with the neighbor last summer when the item was initially on the City Council meeting agenda.

Councilmember Royse disclosed he visited the site and spoke to neighbors last summer.

Councilmember Chuang disclosed that she walked up to the property to observe the landscape and did not speak to anyone.

Vice Mayor Cole disclosed that she visited the site and drove around and did not speak to anyone.

Public Works Director/City Engineer Paul Willis introduced the item and responded to City Council questions. Acting Senior Engineer Doug Belcik provided the staff report.

Assistant Director of Building & Planning Tim Anderson and City Attorney Diaz responded to City Council questions.

Mayor Krolik opened the public hearing at 7:02 p.m.

Benoit McVeigh, Senior Engineer, DK Engineering, on behalf of the applicant, presented information regarding the project and responded to City Council questions.

James McDowell, 80 Fagan Drive, spoke in opposition to the project as currently proposed citing concerns with the ongoing construction and maintenance at the existing home, the smaller setbacks proposed, privacy, the loss of his home being at the end of the cul-de-sac, relocation of the fire hydrant at the corner of his property, and concern that parcels B and C do not meet the requirements of HMC 16.08.030.

Peter Lipson, 10 Sheldon Way, inquired as to the planned mitigation of increased water runoff, whether Fagan will lose its status as a cul-de-sac and what would be done to protect the trees that border Fagan Drive during construction. Lipson reported that one of the contractors at 85 Fagan Drive drove into the driveway of 55 Fagan Drive to attempt a -10-
Unapproved Minutes – Hillsborough City Council
Monday, February 13, 2023

Page 6 ends

three-point turn and crashed into the garage which caused a car in the garage to crash into the kitchen and inquired as to the plan to deal with construction vehicles during the project.

Morton Newman, 45 Fagan Drive, provided information regarding his professional background and stated that the cul-de-sac was not meant to be extended due to the location and siting of the existing homes and spoke in support of a private driveway in a different location.

Michael Folgner, 70 Fagan Drive, spoke in opposition to moving the bulb, requested an exception for a flag lot be revisited as a possibility and additional transparency regarding the spike strip to ensure all options are considered including potential access via Oakdale. Folgner expressed concerns regarding traffic and pedestrian safety during construction, reduction in property value, and quality of life.

Mayor Krolik closed the public hearing at 7:19 p.m.

The City Council provided preliminary comment on the Conceptual Plan for the subdivision of 85 Fagan Drive:

Councilmember Chuang inquired about comments made regarding construction management and safety issues on the street and the safety of the design of the road.

Councilmember Royse requested information regarding an option for Oakdale access or a flag lot as opposed to extending the cul-de-sac.

Councilmember Ragsdale expressed concerns regarding changing a property from being on a cul-de-sac to no longer on a cul-de-sac and requested additional information regarding exceptions for flag lots, the one-foot strip on Oakdale related to access, and construction management to keep vehicles parked on the lot and enforcement of the speed limit.

Vice Mayor Krolik requested additional information regarding flag lots and the one-foot strip on Oakdale.

Mayor Krolik stated that the plan is creative but expressed concerns regarding a new culde-sac, disruption for another large home which is not helping the housing affordability crisis in the area, and stated the original two lots could have homes and an ADU, regarding setting a precedent for expanding a cul-de-sac, and the egress issue for Fagan.

Mayor Krolik re-opened the public hearing at 7:30 p.m.

Michael Lagan, 2211 Oakdale Road, expressed concerns regarding the prospect of a new cul-de-sac and expressed his intent to pursue funds to make an offer on the properties to keep the three acres intact and expressed concerns regarding illegal activity at the unoccupied lots.

Mayor Krolik closed the public hearing at 7:32 p.m.

9. INTRODUCTION OF AN ORDINANCE AMENDING CHAPTERS 8.16, 8.28, 14.04,

16.44, AND 17.56 OF THE HILLSBOROUGH MUNICIPAL CODE RELATED TO TREE

PROTECTION AND PRESERVATION PURSUANT TO CEQA GUIDELINES SECTIONS 15061(b)(3), 15307, 15308, 15378(b)(2) AND (b)(5)
City Manager Ann Ritzma and Abby Beissinger, Plant Pathologist & Urban Forester, Dudek, provided a report. City Attorney Christopher Diaz, Ryan Allen, Urban Forester, Dudek, and Assistant Director of Building & Planning Tim Anderson provided additional information.

Mayor Krolik opened the public hearing at 8:14 p.m. There were no speakers. Mayor Krolik closed the public hearing at 8:14 p.m.
-11-
Unapproved Minutes – Hillsborough City Council
Monday, February 13, 2023

Page 7 ends

Following discussion of potential edits to the ordinance, on motion by Councilmember Chuang, seconded by Vice Mayor Cole and unanimous on roll call vote, the ordinance titled “An Ordinance of the City Council of the Town of Hillsborough, Hillsborough, California Amending Chapters 8.16, 8.28, 14.04, 16.44, 17.56 of the Hillsborough Municipal Code Relating Tree Protection and Preservation” pursuant to CEQA Guidelines Sections 15061(b)(3), 15307, 15308, 15378(b)(2) and (b)(5) was introduced with further reading waived, with the following changes directed by the City Council: a modification to 14.04.030(F) to delete the last sentence; a modification to 14.04.060(B) to change “10th” to “most current,” direction to staff to ensure a notice goes to any new property owner when a new tree is replaced under the terms of the ordinance, and the addition of the word “signage” to reflect the sign that goes with the protective fencing for a Tree Protection Zone.

XI. OLD BUSINESS

10. RESOLUTION ADOPTING THE 2023 SALARY SCHEDULE FOR THE TOWN OF HILLSBOROUGH PURSUANT TO CEQA GUIDELINE 15378
Human Resources Manager Kristin Armbruster provided the staff report.

Mayor Krolik opened public comment. There were no speakers. Mayor Krolik closed public comment.

On motion by Councilmember Royse, seconded by Councilmember Ragsdale and unanimous on roll call vote, the resolution adopting the 2023 Salary Schedule for the Town of Hillsborough was adopted.

XII. INFORMATIONAL

11. PRESENTATION REGARDING AB 2449 AND OPTIONS FOR CONTINUED FUTURE

REMOTE/HYBRID MEETINGS UNDER THE BROWN ACT
City Attorney Christopher Diaz provided an informational report pertaining to continued options for meeting via remote or hybrid means under the Brown Act.

12. UPDATE ON POLICE STATION DAMAGE FROM WATER INTRUSION FROM THE

WINTER STORM
City Manager Ann Ritzma provided an informational update on the police station damage from water intrusion caused by the winter storm. Police Chief Doug Davis provided additional information.

13. CITY MANAGER'S UPDATE
City Manager Ann Ritzma provided an informational update.

XIII. PUBLIC COMMENT II
Kathy Battat encouraged the City Council to prioritize climate policies in Town planning.

XIV. CITY COUNCIL ITEMS
Councilmember Ragsdale reported her attendance at a meeting of Peninsula Clean Energy and an orientation meeting with commute.org. Councilmember Ragsdale stated she will attend an upcoming “Communities United Against Antisemitism” event at the Peninsula Jewish Community Center.

Vice Mayor Cole stated she will attend an upcoming “Communities United Against Antisemitism” event at the Peninsula Jewish Community Center and reported her attendance at the CCFD badge pinning event, a Firewise meeting and the County Emergency Services Council meeting as the alternate.
-12-
Unapproved Minutes – Hillsborough City Council
Monday, February 13, 2023

Page 8 ends

Councilmember Royse reported his attendance at a meeting of the SFO/Airport Community Roundtable in which he was reelected Vice Chair and a meeting of SBWMA.

Councilmember Chuang reported her attendance at a meeting of the One Shoreline Board, announced an upcoming Emergency Operations Center training for City Council and the upcoming national CERT conference to be held in Burlingame in June.

Mayor Krolik announced the upcoming Concours d’Elegance and Memorial Day events and stated the upcoming San Mateo County Council of Cities event would be hosted by the Town at the Carolands Chateau.

XV. ADJOURNMENT
Mayor Krolik adjourned the meeting at 9:15 p.m.
-13-

UNAPPROVED MINUTES
THURSDAY, MARCH 30, 2023
3:00 PM SPECIAL CITY COUNCIL MEETING – CLOSED SESSION
Hillsborough Town Hall and Zoom Video Conference
This special City Council meeting included teleconference participation by Councilmember Marie Chuang from 67 San Min Road, Taichung, Taiwan and by Councilmember Leslie Marden Ragsdale from Washington Square Hotel, 103 Waverly Place, New York, NY 10011, pursuant to Government Code Section 54953(b). The agenda was posted at the teleconference locations.

CALL TO ORDER
Mayor Krolik called the meeting to order at 3:02 p.m.

ROLL CALL

Present: Chuang (by teleconference), Ragsdale (by teleconference), Royse, Cole, Krolik

PUBLIC COMMENT ON CLOSED SESSION ITEMS
There were no public comments.

ANNOUNCEMENT OF CONFLICT OF INTEREST
There were no announcements of conflict of interest.

CLOSED SESSION ITEMS
A. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Pursuant to Government Code Section 54956.9(d)(1)
Hillsborough Citizens Alliance v. Town of Hillsborough
San Mateo Superior Court Case No. 21CIV04709
B. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Pursuant to Government Code Section 54956.9(d)(1)
Town of Hillsborough v. All Persons Interested in the Matter of the Proceedings for Resolution No. 22-83 Adopting Maximum Rates for Water Service Charges San Mateo Superior Court Case No. 23CIV01028
C. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Pursuant to Government Code Section 54956.9(d)(2)
Town as Defendant – One Potential Case (see legal threat document in agenda packet) D. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Pursuant to Government Code Section 54957(b)(1)
Title: City Manager

ADJOURN TO CLOSED SESSION
The City Council adjourned to Closed Session at 3:03 p.m.

The Closed Session adjourned at 5:21 p.m.

RECONVENE OPEN MEETING
Mayor Krolik reconvened the open meeting at 5:22 p.m.
-14-
Unapproved Minutes – Hillsborough City Council
Thursday, March 30, 2023

Page 2 ends

CLOSED SESSION REPORT
Mayor Krolik stated that there was no Closed Session report.

ADJOURNMENT
Mayor Krolik adjourned the meeting at 5:23 p.m.
-15-

TOWN OF HILLSBOROUGH
San Mateo County
1600 Floribunda Avenue
Hillsborough, CA 94010
1 CONSENT CALENDAR

CITY COUNCIL MEETING
APRIL 10, 2023

AGENDA STAFF REPORT
ITEM SUBJECT: MONTHLY CLAIMS: MARCH 1 THROUGH MARCH 31, 2023 PURSUANT TO CEQA GUIDELINE 15378
SUMMARY: The monthly claims for the month of March 2023 in the amount of $5,045,370.84 are submitted for approval.

FISCAL IMPACT: Claims have been expended pursuant to the approved budget.

ATTACHMENTS: Monthly Claims Listing
PREPARED BY: Richard Santiago, Assistant Finance Director RECOMMENDATION: Approve the monthly claims for March 2023 as submitted. -17-

TOWN OF HILLSBOROUGH

REPORT OF GOODS & SERVICES PURCHASED
DURING THE MONTH OF MARCH 2023
PREPARED BY:

Alan Singh
DocuSign Envelope ID: 2C3E6AE0-4B7F-4CBD-A725-615F3D60D886 -18-

TOWN OF HILLSBOROUGH

SUMMARY OF PURCHASES
DURING THE MONTH OF MARCH 2023
GOODS & SERVICES PURCHASED $2,554,246.96
NET SALARIES & TAXES PAID 1,434,421.68
HEALTH BENEFIT PREMIUMS 170,996.55
BOND PAYMENTS 45,403.74
CCFD FUNDING 654,879.00
SAN FRANCISCO WATER PAYMENTS 185,422.91
TOTAL COST OF GOODS & SERVICES TO BE APPROVED $5,045,370.84

FINANCE DIRECTOR DATE

CITY MANAGER DATE
DocuSign Envelope ID: 2C3E6AE0-4B7F-4CBD-A725-615F3D60D886 4/3/2023
4/4/2023
-19-

COMPARATIVE SUMMARY
For the Month of March 2023
Mar-23 Mar-22 Mar-21
Goods & Services Purchased:

Operations 1,413,507.13 1,777,251.88 1,738,450.70
Capital 1,140,739.83 558,700.71 618,742.03
Net Salaries & Taxes Paid 1,434,421.68 953,615.68 898,928.76 Health Benefit Premiums 170,996.55 159,557.98 149,586.05 Bond Payments 45,403.74 53,605.88 54,204.53
CCFD Funding 654,879.00 1,204,882.00 660,690.00
San Francisco Water Payments 185,422.91 310,602.27 338,135.30 Total $5,045,370.84 $5,018,216.40 $4,458,737.37
NOTES:

Operations -
Capital -
Net Salaries & FY 22/23 payroll is higher compared to the prior year due to having three pay periods for Taxes Paid - March 2023 compared to two in the prior year.

Debt Service
West in the prior year, somewhat offset by higher bond variable rate of interest on the Town Certificates of Participation.

CCFD -
March 2022.

Water -
FY 22/23 spending is consistent with FY 21/22 except for timing of various reoccurring Capital project spending in March 2023 is primarily for the Sandra Hayne Storm Drain project, Sewer Priority Basins I & I Rehab, and the Darrell Tank Improvement.

March 2023 debt service spending is lower than prior year due to payment to Bank of the payments, including a payment to the City of San Mateo in 2022 for sewer treatment.

FY 22/23 contribution is based on budget/contract. February 2022 payment was paid in There was an SFPUC wholesale water rate increase on July 1, 2022 to $4.75 (from $4.10, a 15.9 % increase). The decrease from the prior year is primarily attributable to usage.

DocuSign Envelope ID: 2C3E6AE0-4B7F-4CBD-A725-615F3D60D886 -20-

TOWN OF HILLSBOROUGH
PURCHASES MADE DURING MARCH 2023
CK # VENDOR DESCRIPTION AMOUNT
2511 CHRISTOPHER REY REIMB - TRAVEL EXP FTO CLASS 2/22-24/23 PD 291.50 11405 ADP, LLC FEB '23 MASTERTAX SOFTWARE SUPPORT FN 76.08 11406 AECOM TECHNICAL SERVICES, INC. HISTORIC EIR ASSESSMENT GERI BP 2992.50 11407 AGUILAR & SONS REPAIR - DRIVEWAY WEDGEWOOD PW 2200.00 11408 AIXTEK FEB '23 MANAGED SERVICE/SOFTWAR LICENSES IT 28909.80 11409 ALHAMBRA & SIERRA SPRINGS DEC'22 WATER END SERVICE BP 28.05 11410 AMAZON WEB SERVICES, INC JAN '23 - BACKUP STORAGE IT 3909.28 11411 AMERICAN WATER COLLEGE, LLC SOFTWARE - WATER TRAINING HUB PW 4980.00 11412 ARAMARK UNIFORM & CAREER UNIFORM CLEANING SERVICE MULTIPLE INVOICES PW 676.03 11413 AT&T 1/17/23-2/16/23 MULTIPLE ACCOUNTS 1724.39
11414 BAYSIDE BUILDING MATERIALS INC MATERIALS - SPRAY PAINT/SAND PAPER PW 113.66 11415 BETTER SOURCE LIQUIDATORS FURNITURE - WORK STATIONS FN 2049.99 11416 BOSCO OIL COMPANY GAS/DIESEL PW/PD 1919.08
11417 BUDGET HOLDINGS INC INSTALL - WINDOW TINT CONFERENCE ROOM PW 1263.00 11418 CDW GOVERNMENT, INC SOFTWARE - ADOBE PRO LICENSES 2023 IT 3385.98 11419 CINTAS CORPORATION NO 3 UNIFORM CLEANING SERVICE MULTIPLE INVOICES PW 2960.23 11420 CITY OF SAN MATEO SWAT TRAINING FEE 10/23-24/22 PD 969.22 11421 CIVICPLUS WEBSITE - PW DEPARTMENT HEADERS IT 790.08 11422 CLARK PEST CONTROL PEST CONTROL - MULTIPLE ACCOUNTS PW 341.00 11423 COMCAST FEB '23 PW 478.93
11424 CORE & MAIN LP PARTS - VARIOUS ITEMS PW 5046.38
11425 CSG CONSULTANTS, INC. BUILDING PLAN/INSPECT SERVICES JAN '23 BP 10927.98 11426 DAILY JOURNAL CORPORATION LEGAL NOTICE HEARING 1/14/23 TREE ORDINANCE CL 1623.53 11427 EPS, INC. INSPECT - BATHROOM LEAK FIRE STATION #33 PW 2145.00 11428 ERLER & KALINOWSKI, INC SANDRA/HAYNE STORM DRAIN REPAIR STUDY PRJ PW 660.15 11429 FERGUSON US HOLDINGS, INC PARTS - HYDRANT CHECK VALVE PW 7530.47 11430 FLOWATER EQUIP -WATER REFILL STATION MULTIPLE INVOICES 2290.31 11431 GLENN BERKHEIMER JAN '23 LABOR RELATIONS HR 1700.00 11432 GRAINGER EQUIP - CORDLESS BLOWER PW 200.31
11433 GRAYSHIFT, LLC SOFTWARE - GRAYKEY LICENSE RENEWAL PD 30795.00 11434 HACH COMPANY WATER QUALITY SUPPLIES PW 3357.93
11435 HOME DEPOT CREDIT SERVICES FEB '23 VARIOUS PARTS & SUPPLIES PW 1298.13 11436 INTERWEST CONSULTING GROUP JAN '23 BUILDING INSPECTOR SERVICES BP 2000.00 11437 KRONOS SAASHR, INC. JAN'23 PAYROLL PROCESSING FN 1950.92 11438 LANDTEK LANDSCAPE INC FEB'23 LANDSCAPE MAINT VARIOUS SITES HBF 2516.00 11439 LEAGUE OF CALIFORNIA CITIES 2023 MEMBERSHIP DUES PEN DIVISION CM 300.00 11440 MACKER TEK LTD SOFTWARE - VERKADA SECURITY CAMERA LICENSE PD 1152.90 11441 MARK D HUDAK LEGAL SERVICES - JAN 2023 2835.00
11442 MASTERPIECE GARDENERS, INC MAINT - JAN '23/FEB '23 HBF LANDSCAPE VARIOUS SITES 1350.00 11443 MAYNE TREE EXPERT CO., INC. MAINT - TREE PRUNING GATE HOUSE HBF 1240.00 11444 NAPA AUTO PARTS - BURLINGAME PARTS - F250 TRUCK FRONT FIT PW 39.83 11445 MOHAMMAD ZARRINGAR REFUND - PERMIT FEE OVERPAY BP 1701.00 11446 SOPHIE COLE REIMB - LEAGUE OF CA CONFERENCE EXP 9/22-24/21 CO 402.98 11447 CURTIS RAFF REBATE - BAWSCA IRRIGATION EQUIPMENT PW 665.73 11448 PENINSULA TRUCK REPAIR INC MAINT - MULTIPLE VEHICLES PW 6662.95 11449 PG & E 11/30/22-12/28/22 MULTIPLE ACCOUNTS 2337.09 11450 PREFERRED ALLIANCE, INC. FEE - 2023 DRUG TESTING PROGRAM HR 1473.76 11451 ROBERT HALF INTERNATIONAL INC TEMP SERVICE - W/E 2/10-17/23 FN/PW 6798.41 11452 SAN DIEGO POLICE EQUIPMENT CO SUPPLIES - AMMUNITION PD 3834.32 11453 SAN MATEO COUNTY SHERIFF'S OFFICE TRAIN - RDS INSTRUCTOR COURSE PD 600.00 11454 SAN MATEO LOCK WORKS, INC. REPAIR - REKEY LOCK PD 461.03 11455 SHARP ELECTRONICS CORPORATION OCT '22 COPIER CHARGES FN/PD 534.07 11456 SHAWN KIRBY JAN '23 POOL SERVICE PW 1640 RENTAL 180.00 11457 SOUTH BAY REGIONAL PUBLIC SAFETY TRAIN - DRIVING COURSE INSTRUCTOR PD 2546.00 11458 STANDARD INSURANCE COMPANY FEB '23 GROUP LIFE/ADD/LTD ASSESSMENT 2748.87 11459 STAPLES ADVANTAGE OFFICE SUPPLIES - ALL DEPARTMENTS 1841.30 DocuSign Envelope ID: 2C3E6AE0-4B7F-4CBD-A725-615F3D60D886 -21-

TOWN OF HILLSBOROUGH
PURCHASES MADE DURING MARCH 2023
11460 TYLER TECHNOLOGIES, INC. TRAIN - ERP SYSTEM UB 1/31/23, 2/2/23 FN 2160.00 11461 ULINE, INC. SUPPLIES - FIRE EXTINGUISHERS PW 1499.82 11462 UNITED LABORATORIES SUPPLIES - SEWER LIFT-ZYME PW 2985.79 11463 UTILITY TELECOM, INC. FEB '23 ETHERNET & 3 CIRCUITS IT 420.25 11464 VERIZON WIRELESS 1/11/23-2/10/23 PD 1500.32
11465 VOX NETWORK SOLUTIONS MAINT - VOICEMAIL/FORWARDING ISSUES IT 736.00 11466 WITMER-TYSON IMPORTS, INC. NOV'22-JAN '23 K-9 TRAINING PD 4087.75 11467 WRA, INC SANDRA/HAYNE DRAIN REPLACE PRJ PW 4699.58 11468 MAMME INC CATERING - COUNCIL OF CITY MEETING 2/24/23 3,586.69 11469 AFLAC MAR '23 INSURANCE PREMIUM HR $1,462.90
11470 ALL FENCE COMPANY, INC. INSTALL - FENCE/GATE VARIOUS LOCATIONS PW 10325.00 11471 ALTA LANGUAGE SERVICES, INC FEB '23 LISTENING & SPEAKING TEST HR 55.00 11472 ANN STAR FORMAN FEE - NOTARY SERVICES FEB '23 BP 60.00 11473 ARAMARK SERVICES, INC COFFEE & SUPPLIES BP 240.72 11474 ARAMARK UNIFORM & CAREER UNIFORM CLEANING SERVICE W/E 3/2/23 PW 147.52 11475 AT&T 1/19/23-2/18/23 MULTIPLE ACCOUNTS 2899.23
11476 BAY AREA AIR QUALITY MGMT. DIS PERMIT RENEWAL FEE - LA HONDA PW 816.00 11477 BAY AREA WATER SUPPLY & CONSERVE SMART CONTROLLER PROGRAM JAN '23/FEB'23 PW 246.63 11478 BAYSIDE BUILDING MATERIALS INC MATERIALS - ROCKS & VARIOUS ITEMS PW 1945.33 11479 BEST BEST & KRIEGER LLP FEE - JAN '23 LEGAL SERVICES 39786.03 11480 BIG STATE INDUSTRIAL SUPPLY, INC SUPPLIES - GLOVES/FIRST AID PW 463.96 11481 BOSCO OIL COMPANY GAS/DIESEL PW 5552.34
11482 BURNETT LANDSCAPE DEVELOPMENT INC INSTALL - LANDSCAPING HARVEST GARDENS HBF 17343.44 11483 CARTEGRAPH SYSTEMS, LLC SOFTWARE - CMMS ASSET MANAGE BUNDLE PW 33666.25 11484 CENTRAL COUNTY FIRE DEPARTMENT MAR '23 FISCAL CONTRIBUTION 654879.00 11485 CENTRALSQUARE TECHNOLOGIES,LLC SOFTWARE - CRW/TRACK IT & CONSULT 2/23 BP 990.00 11486 CHEMSEARCH SUPPLIES - ZYME PW 1650.35
11487 CHRIS ROGERS MAINT - OPEN SPACE/SEWER VEGETATION MANAGE PW 24950.00 11488 CINTAS CORPORATION NO 3 UNIFORM CLEANING SERVICE PW $406.28 11489 CITY OF BRISBANE SAN MATEO CO TRAINING CONSORTIUM MEMBER 22/23 825.00 11490 CITY OF BURLINGAME FEB'23 LIBRARY SERVICES CM 62,333.00 11491 CITY OF SAN MATEO MAR '23 LIBRARY SERVICES CM 21,690.36 11492 CLARK PEST CONTROL PEST CONTROL - FN PW 125.00
11493 CORE & MAIN LP PARTS - SERVICE FITTING PW 303.75
11494 CSG CONSULTANTS, INC. CIP ADM SEWER 1/1/23-1/27/23 & VARIOUS PRJ PW 110,432.50 11495 CUSTOM TOPS INC EQUIP - TOOL BOX/RACKS TRUCK #555 PW 2,877.04 11496 DAILY JOURNAL CORPORATION LEGAL NOTICES 2/21-24/23 CL 3,463.54 11497 DAN OKANO MAINT - RING SAW PW 171.17
11498 DANIEL RICHARD CHARLES REPAIR - POWER OUTAGE MARLBORO PUMP PW 600.00 11499 DUDEK TREE ORDINANCE UPDATE 12/31/22-1/27/23 CM 1,942.50 11500 EDUCATION & TRAINING SERVICES LLC TRAIN - LEADERSHIP PROGRAM STAFF PW 2,994.00 11501 EMPLOYMENT DEVELOPMENT DEPT. OCT-DEC'22 UNEMPLOYMENT INSURANCE FN 110.00 11502 EPS, INC. REPAIR - CAP VENT LINE STATION #33 PW 2,850.00 11503 ERLER & KALINOWSKI, INC SANDRA/HAYNE STORM DRAIN REPAIR STUDY PRJ 103,499.71 11504 FARALLON COMPANY CONSTRUCT - CORP YARD ADMIN OFFICE ADDITION PW 16,780.99 11505 FERGUSON US HOLDINGS, INC PARTS - SERVICE FITTINGS PW 1,607.48 11506 FITCH RATINGS, INC SURVEILLANCE - RECURRING 2006A MAR '23-FEB '24 FN 2,100.00 11507 FLOWATER EQUIP/INSTALL - WATER STATION BP 1,840.63 11508 FRANCHISE TAX BOARD VENDOR WITHHOLDING ORDER FN 200.00 11509 FREYER & LAURETA, INC HIGH LINE WATER PRJ DESIGN PW 8,424.95 11510 G. BORTOLOTTO & CO REFUND - HYDRANT DEPOSIT STREET RESURFACE PRJ 2,000.00 11511 GATEWAY PACIFIC CONTRACTORS, INC DARRELL WATER TANK REPLACE PRJ PW 549,765.00 11512 GEORGE'S GARDEN SERVICE MAINT - JAN '23/FEB '23 HAYNE/DARRELL ISLAND PW 700.00 11513 GO NATIVE, INC REPAIR - STORM CLEAN UP CRYSTAL SPRINGS SITE PW 18,554.44 11514 HACH COMPANY WATER QUALITY SUPPLIES PW 2,899.66
11515 HF&H CONSULTANTS, LLC JAN'23 WATER SENSITIVITY ANALYSIS FN 1,680.00 11516 INFINITY TECHNOLOGIES JAN '23 GIS SERVICE PW 535.00 11517 INFOSEND, INC. FEB '23 UTILITY BILLING FN 1,282.62 11518 INFRASTRUCTURE ENGINEERING CORP DARREL TANK REPLACE PRJ PW 20,717.37 11519 LEAGUE OF CALIFORNIA CITIES 2023 ROAD ASSESSMENT REPORTS PW 300.00 11520 METROPOLITAN PLANNING GROUP INC CONSULT - JAN '23 PLANNER SERVICES BP 7,600.00 DocuSign Envelope ID: 2C3E6AE0-4B7F-4CBD-A725-615F3D60D886 -22-

TOWN OF HILLSBOROUGH
PURCHASES MADE DURING MARCH 2023
11521 NAPA AUTO PARTS - BURLINGAME PARTS - FUEL CAP PW 22.30 11522 NORGO ENGINEERING REPLACE - SEWER PIPES HAYNE RD PW 55,000.00 11523 BAY AREA ENERGY SOLUTIONS REFUND - PERMIT FEE OVERPAY BP 839.05 11524 BV 369 TRUST BOTHA & CHAN REFUND-GRADE/BUILD DEPOSIT INTEREST BP 754.18 11525 ECGY POOL, INC. dba SWIMMING POOL REFUND - PERMIT FEE VOID BP 4,375.20 11526 RUBEN IBARRA-MORALES REIMB - FINGERPRINT SERVICE FEE HR 79.00 11527 EUGENE LI REFUND - WATER DEPOSIT BALANCE FN 395.37 11528 KATE KURTZMAN REFUND - WATER OVERPAY FN 223.76
11529 KHALAID AZAR REFUND - WATER DEPOSIT BALANCE FN 99.70 11530 RICK & ALICIA SANGUINETTI REFUND - WATER DEPOSIT BALANCE FN 237.54 11531 TED & JOSEPHINE LAGUATAN REFUND - WATER OVERPAY FN 378.21 11532 VICTOR LO REFUND - WATER OVERPAY FN 312.40
11533 WILL ARCHIE REFUND - WATER OVERPAY FN 246.24
11534 PAKPOUR CONSULTING GROUP,INC 23/24 WATER & SEWER REPLACE PRJ DESIGN PW 9,683.50 11535 PENINSULA TRUCK REPAIR INC MAINT - MULTIPLE VEHICLES PW 35,554.44 11536 PG & E 1/14/23-2/14/23 MULTIPLE ACCOUNTS 37,393.37 11537 QUADIENT LEASING USA, INC SUPPLIES - POSTAGE METER INK CARTRIDGE FN 153.78 11538 R & A JANITORIAL SERVICE, LLC MAINT - CARPET DEEP CLEANING PD/TOWN HALL PW 750.00 11539 RED WING SHOE STORE WORK BOOTS - STAFF PW 559.60
11540 ROBERT HALF INTERNATIONAL INC TEMP SERVICE - W/E 2/24/23 & 3/3/23 FN/PW 8,917.43 11541 SFPUC FINANCIAL SERVICES DEC '22 - WATER QUALITY ANALYSIS PW 900.00 11542 SHARP ELECTRONICS CORPORATION DEC '22 COPIER CHARGES 651.67 11543 SHOE DEPOT, INC A CALIFORNIA WORK BOOTS - STAFF PW 300.00 11544 SOCIAL AND ENVIRONMENTAL ENTREPRE FEE - CADC MEMBERSHIP 22/23 PW 15,000.00 11545 STANDARD INSURANCE COMPANY MAR '23 GROUP LIFE/ADD/LTD ASSESSMENT 2,912.29 11546 STAPLES ADVANTAGE OFFICE SUPPLIES - ALL DEPARTMENTS 960.97 11547 SUTTER HEALTH OCT-DEC '22 EMPLOYEE ASSIST SERVICES HR 798.20 11548 THE ADAM-HILL COMPANY PARTS - HOSE REPLACEMENT TRUCK #527 PW 387.43 11549 THE CITIES GROUP INSURANCE JAN-MAR'23 WORKERS' COMP/SAFETY ASSESSMENT 45,926.48 11550 TIMBERLINE TREE SERVICE, INC. MAINT - TREE REMOVAL VARIOUS LOCATIONS PW 6,355.00 11551 TOOLAND EQUIP - LEAF BLOWERS PW 875.02
11552 TYLER TECHNOLOGIES, INC. TRAIN - ERP SYSTEM UB 2/13/23-2/24/23 FN 2,700.00 11553 U-ROCK UTILITY EQUIPMENT INC REPAIR - PUSH CAMERA PW 2,860.33 11554 UNDERGROUND SERVICE ALERT OF NO CA 2023 ANNUAL MEMBERSHIP PW 2,598.27 11555 UNITED LABORATORIES SUPPLIES - SEWER LIFT-ZYME PW 5,959.55 11556 VERIZON CONNECT NWF INC MAY 22' - GPS MONTHLY SERVICES PW 523.50 11557 VERIZON WIRELESS 12/24/22-1/23/23 PW 160.04
11558 WESLEY CONSTRUCTION, INC REPAIR - LITTLE HOUSE WATER DAMAGE PD 5,300.00 11559 WILSEY HAM SEWER CIP 1D DESIGN PRJ PARROTT PW 54,674.20 11560 ACTION TOWING AND ROAD SERVICE TOW - CAR #8 PD 170.50 11561 AIXTEK EQUIP - APC BATTERY PD 3,758.13
11562 ALL FENCE COMPANY, INC. REPAIR - FENCE BELLA VISTA/SKYFARM PW 6,470.00 11563 ARAMARK UNIFORM & CAREER UNIFORM CLEANING SERVICE W/E 3/9-20/23 PW 424.13 11564 AT&T 1/24/23-2/23/23 459.99
11565 AUTO PRIDE CAR WASH, INC FEB '23 CAR WASHES PD 79.98 11566 BAY AREA AIR QUALITY MGMT. DIS PERMIT RENEWAL FEE - BROOKE CT PW 442.00 11567 BEST BEST & KRIEGER LLP FEE - JAN '23 LEGAL SERVICE 29,616.90 11568 BOSCO OIL COMPANY GAS/DIESEL PW/PD 8,109.01
11569 BUDGET HOLDINGS INC INSTALL - WINDOW TINT PW DIRECTOR'S OFFICE PW 500.00 11570 BURNETT LANDSCAPE DEVELOPMENT INC MAINT - MAR '23 HBF LANDSCAPE VARIOUS SITES 5,256.00 11571 CARTEGRAPH SYSTEMS, LLC SOFTWARE - CMMS ASSET MANAGE BUNDLE 25% PW 27,375.00 11572 CINTAS CORPORATION NO 3 UNIFORM CLEANING SERVICE PW 520.70 11573 CITY OF BRISBANE COUNCIL OF CITY MEETING 3/24/23 CO 130.00 11574 CITY OF BURLINGAME MAR '23 LIBRARY SERVICES CM 62,333.00 11575 CLARK PEST CONTROL PEST CONTROL - MULTIPLE ACCOUNTS PW 500.00 11576 CLEANSWEEP SERVICES, INC. STREET SWEEPING SERVICE PW ZONE #4 PW 1,174.50 11577 COUNTY OF SAN MATEO INFO SERVICES FEB '23 MICRO CHANNEL LINES PD 164.51 11578 CO OF SAN MATEO PUBLIC SAFETY COMM OCT '22 - MAR '23 MESSAGE SWITCH PD 4,790.50 11579 COMCAST 2/26/23-3/25/23 PD 500.07
11580 COMCAST DEC '22/JAN '23 CALNET NONCGEN LINE IT 8,704.60 11581 CONSOLIDATED CM, INC DARRELL TANK REPLACE PRJ MANAGE PW 99,934.89 DocuSign Envelope ID: 2C3E6AE0-4B7F-4CBD-A725-615F3D60D886 -23-

TOWN OF HILLSBOROUGH
PURCHASES MADE DURING MARCH 2023
11582 CORA (COMMUNITY OVERCOMING ERP SERVICES 7/1/22 - 6/30/23 PD 4,307.00 11583 CORE & MAIN LP PARTS - VARIOUS ITEMS PW 7,362.76
11584 CRYSTAL SPRINGS PET HOSPITAL K-9 VET SERVICES - OZZY/DIESEL PD 950.05 11585 CSG CONSULTANTS, INC. CIP ADM SEWER & VARIOUS PRJ 2/1/23-2/24/23 PW 112,102.14 11586 CUSTOM TOPS INC EQUIP - FLOOR LINERS FORD F350 PW 337.64 11587 CWEA 23/24 COLLECT SYSTEM GRADE 2 STAFF PW 205.00 11588 CWEA 23/24 MEMBERSHIP STAFF PW 427.00
11589 DU-ALL SAFETY, LLC FEB '23 SAFETY CONSULT PW 4,407.50 11590 FLOWATER EQUIP - MAR '23 WATER REFILL STATION FN 164.06 11591 GRAINGER SUPPLIES - STAIR TREAD/BOOT DRYER PW 1,831.95 11592 KEVIN KASHIWAHARA BACKGROUND INVESTIGATION NEW HIRE PD 1,304.30 11593 KRONOS SAASHR, INC. FEB'23 PAYROLL PROCESSING FN 1,950.08 11594 LANDTEK LANDSCAPE INC MAR'23 LANDSCAPE MAINT VARIOUS SITES HBF 2,516.00 11595 LC ACTION POLICE SUPPLY PARTS - GLOCK RECOIL ASSEMBLYS/AMMUNITION PD 752.37 11596 LUXOR FLOORS INC INSTALL - FLOOR FINANCE BATHROOM PW 1,892.77 11597 LYNGSO GARDEN MATERIALS, INC SUPPLIES - SANDBAGS PW 4,429.54 11598 MARK D HUDAK LEGAL SERVICES - FEB 2023 CM 2,880.00 11599 CALIFORNIA METRO MOBILE COMMUNICATEREPAIR - RADIO PD 247.50 11600 METROPOLITAN PLANNING GROUP INC CONSULT - FEB '23 PLANNER SERVICES BP 7,920.00 11601 ODYSSEY POWER CORPORATION MAINT - GENERATOR TOURNAMENT PW 1,104.80 11602 DAVID D & JOANNA W KIM REFUND - BUILD DEPOSIT LANDSCAPE BP 2,296.14 11603 DAVID D & JOANNA W KIM REFUND - BUILD DEPOSIT BP 9,423.05 11604 IZMIRIAN ROOFING & SHEET METAL REFUND - PERMIT FEE VOID BP 1,577.19 11605 JENNIFER M MARVITZ & KUSHAL S GANDHI REFUND - BUILD DEPOSIT BP 11,259.50 11606 LISA M LAU & TIMOTHY J MURPHY REFUND - BUILD DEPOSIT BP 19,880.00 11607 PATRIOT ENVIRONMENTAL LAB SERVICES ASBESTOS INVESTIGATION SURVEY PD 1,446.00 11608 PENINSULA TRUCK REPAIR INC MAINT - MULTIPLE VEHICLES PW 3,611.18 11609 PENINSULA UNIFORMS & EQUIPMENT, INC UNIFORMS - VARIOUS ITEMS STAFF PD 1,843.72 11610 PG & E 2/4/23-3/7/23 MULTIPLE ACCOUNTS 18,424.44
11611 PRIORITY 1 MAINT - MULTIPLE VEHICLES/OUTFIT - CHARGER PD 62,283.56 11612 QUADIENT LEASING USA, INC POSTAGE METER LEASE 12/30/22 - 3/29/23 FN 532.59 11613 QUENCH USA, INC EQUIP - WATER SERVICE DAMAGED UNIT PD 1,313.68 11614 REDWOOD TRADING POST UNIFORM - RAIN/WORK BOOTS STAFF PW 724.53 11615 ROBERT HALF INTERNATIONAL INC TEMP SERVICE - W/E 3/10-17/23 FN/PW 7,627.84 11616 SAN MATEO COUNTY FORENSIC LAB FEB'23 CRIME LAB SERVICES PD 180.00 11617 SAN MATEO RESOURCE CONSERVATION RCD COMPOST PROGRAM 39,257.76 11618 SHARP ELECTRONICS CORPORATION JAN '23 COPIER CHARGES 2,990.94 11619 STAPLES ADVANTAGE OFFICE SUPPLIES - ALL DEPARTMENTS 1,209.25 11620 STATE WATER RESOURCES CONTROL BOARD FEE - WATER OPERATOR CERT D2 STAFF PW 80.00 11621 STATE WATER RESOURCES CONTROL BOARD FEE - WATER OPERATOR CERT D2 STAFF PW 45.00 11622 TELECOMMUNICATIONS ENGINEERING ASSOC. MAR '23 COMM CENTER/BASE PD 2,345.50 11623 TELSTAR INSTRUMENTS MAINT - SMARTCOVER SERVICE PW 2,050.00 11624 THOMSON WEST FEB '23 INVESTIGATIVE WEBSITE PD 1,015.00 11625 TIMBERLINE TREE SERVICE, INC. MAINT - TREE REMOVAL MULTIPLE LOCATIONS PW 5,870.00 11626 TURBO DATA SYSTEMS, INC. FEB'23 CITATION PROCESSING & SCANNER PD 1,554.51 11627 UNDERGROUND SERVICE ALERT OF NO CA & FEE - STATE REGULATORY COSTS 7/1/22-6/30/23 PW 1,010.78 11628 UNITED LABORATORIES SUPPLIES - SEWER LIFT-ZYME CLEANER PW 3,039.88 11629 VIKING SHRED LLC MAR'23 DESTRUCTION SERVICES PD 78.99 11630 WILSEY HAM SEWER CIP 1D DESIGN PRJ PARROTT PW 5,116.65 11631 WRA, INC CONSULT - EIR ASSESSMENT TOBIN CLARK BP 14,381.50 TOTAL GOODS & SERVICES FOR THE MONTH PAID BY CHECK $2,891,368.11 CALPERS RETIREMENT CONTRIBUTIONS 198,790.75
VISA PAYMENTS 37,447.99
RETIREE HEALTH REIMBURSEMENTS 83,619.11
OTHER ELECTRONIC PAYMENTS 0.00
TOTAL GOODS & SERVICES FOR THE MONTH $ 3,211,225.96
DocuSign Envelope ID: 2C3E6AE0-4B7F-4CBD-A725-615F3D60D886 -24-

TOWN OF HILLSBOROUGH
San Mateo County
1600 Floribunda Avenue
Hillsborough, CA 94010
2 CONSENT CALENDAR

CITY COUNCIL MEETING
APRIL 10, 2023

AGENDA STAFF REPORT
ITEM SUBJECT: QUARTERLY INTEREST RATE PRODUCTS (SWAP) REPORT PURSUANT TO CEQA GUIDELINE 15378
SUMMARY: Pursuant to Government Code Section 5922(a) and the Town’s Interest Rate Mitigation Policy, the quarterly report providing the status of all interest rate products is provided to the City Council for the quarter ended March 31, 2023.

FISCAL IMPACT: There is no fiscal impact associated with the reporting function.

ATTACHMENTS: Interest Rate Products Report for Quarter Ended March 31, 2023 PREPARED BY: Jan Cooke, Finance Director
RECOMMENDATION: Accept the Interest Rate Products Report for the quarter ended March 31, 2023.
-25-
Information furnished by: JP Morgan
New York Client Valuations Tel. No. 302-634-1940
Client [email protected]
Maturity Date 6/1/2007 6/3/2030 6/1/2033 6/1/2035
Trade Date 5/10/2000 8/13/2003 8/13/2003 12/27/2005
Deal ID No. 50000438915 85002621 85002622 20008650/2180955 Notional USD 4,900,000 9,700,000 15,000,000 12,000,000
Current Notional USD N/A 4,200,000 7,800,000 7,305,000
Fixed Amounts (Town):

Payment Dates Monthly on Day 1 12/1 and 6/1 12/1 and 6/1 Monthly on Day 1 starting 7/1/00 starting12/1/03 starting12/1/03 starting 5/1/06 Rate 5.262% 3.75% 3.77% 3.507%
Day Count Fraction 30/360 30/360 30/360 Actual/360
Initial Calculation Period 5/31/00-7/1/00
Floating Amounts (Morgan):

Floating Rate Option Actual Rate (see USD-Floating TBMA- USD-Floating TBMA- USD-LIBOR agreement for more BMA Muni Swap BMA Muni Swap
details) Index Index
Knockout Rate for 7% preceding 180-day 7% preceding 180-day Early Termination period (see agreement period (see agreement for details) for details)
Valuation
Date Total Date Moody's S&P Fitch
9/30/2008 (419,484) (722,615) (550,003) (1,692,102) 10/1/2008 P-1/Aa2 A-1+/AA- F1+/AA-/A+ 12/31/2008 (1,183,644) (2,049,897) (2,444,540) (5,678,081) 1/5/2009 P-1/Aa2 A-1/A+ F1+/AA-/A+ 3/31/2009 (1,149,701) (1,945,955) (2,032,780) (5,128,436) 4/1/2009 P-1/Aa1 A-1+/AA- F1+/AA6/30/2009 (842,134) (1,415,086) (1,104,413) (3,361,633) 7/1/2009 P-1/Aa1 A-1+/AA- F1+/AA9/30/2009 (1,099,229) (1,849,746) (1,346,383) (4,295,358) 10/1/2009 P-1/Aa1 A-1+/AA- F1+/AA12/31/2009 (865,603) (1,451,874) (816,530) (3,134,007) 1/4/2010 P-1/Aa1 A-1+/AA- F1+/AA3/31/2010 (851,408) (1,418,171) (897,357) (3,166,936) 4/1/2010 P-1/Aa1 A-1+/AA- F1+/AA6/30/2010 (1,136,987) (1,922,354) (1,634,350) (4,693,691) 7/1/2010 P-1/Aa1 A-1+/AA- F1+/AA9/30/2010 (1,366,509) (2,331,232) (2,043,047) (5,740,788) 10/4/2010 P-1/Aa1 A-1+/AA- F1+/AA12/31/2010 (974,369) (1,639,800) (1,243,449) (3,857,618) 1/4/2011 P-1/Aa1 A-1+/AA- F1+/AA 3/31/2011 (868,872) (1,468,293) (1,076,946) (3,414,111) 3/4/2011 P-1/Aa1 A-1+/AA- F1+/AA 6/30/2011 (974,847) (1,643,846) (1,285,908) (3,904,602) 7/5/2011 P-1/Aa1 A-1+/AA- F1+/AA 9/30/2011 (1,499,284) (2,636,285) (2,482,117) (6,617,686) 10/4/2011 P-1/Aa1 A-1+/AA- F1+/AA 12/31/2011 (1,533,381) (2,709,039) (2,558,456) (6,800,876) 1/3/2012 P-1/Aa1 A-1/A+ F1+/AA 3/30/2012 (1,401,115) (2,431,019) (2,192,178) (6,024,312) 4/2/2012 P-1/Aa1 A-1/A+ F1+/AA6/29/2012 (1,617,993) (2,847,926) (2,680,723) (7,146,642) 7/2/2012 P-1/Aa3 A-1/A+ F1+/A+ 9/28/2012 (1,641,638) (2,875,433) (2,638,688) (7,155,759) 10/1/2012 P-1/Aa3 A-1/A+ F1/AA12/31/2012 (1,560,712) (2,722,942) (2,485,853) (6,769,507) 1/2/2013 P-1/Aa3 A-1/A+ F1/AA3/31/2013 (1,441,801) (2,506,027) (2,241,870) (6,189,698) 4/1/2013 P-1/Aa3 A-1/A+ F1/AA6/28/2013 (1,130,119) (1,943,435) (1,713,673) (4,787,227) 7/1/2013 P-1/Aa3 A-1/A+ F1/A+ 9/30/2013 (1,115,945) (1,920,828) (1,590,210) (4,626,983) 10/1/2013 P-1/Aa3 A-1/A+ F1/A+ 12/31/2013 (998,553) (1,708,818) (1,347,641) (4,055,012) 1/6/2014 P-1/Aa3 A-1/A+ F1/A+ 3/31/2014 (1,038,033) (1,810,668) (1,542,884) (4,391,585) 4/1/2014 P-1/Aa3 A-1/A+ F1/A+ 6/30/2014 (1,088,865) (1,918,485) (1,713,422) (4,720,772) 7/1/2014 P-1/Aa3 A-1/A+ F1/A+ 9/30/2014 (1,055,693) (1,889,773) (1,715,618) (4,661,084) 10/6/2014 P-1/Aa3 A-1/A+ F1/A+ 12/31/2014 (1,192,349) (2,188,502) (2,020,105) (5,400,956) 1/5/2014 P-1/Aa3 A-1/A+ F1/A+ 3/31/2015 (1,293,713) (2,406,256) (2,214,513) (5,914,482) 4/2/2015 P-1/Aa3 A-1/A+ F1/A+ 6/30/2015 (1,141,959) (2,082,368) (1,863,238) (5,087,565) 7/1/2015 P-2/A3 A-1/A F1/A+ 9/30/2015 (1,273,319) (2,358,476) (2,118,522) (5,750,317) 10/1/2015 P-2/A3 A-1/A F1/A+ 12/31/2015 (1,186,503) (2,219,563) (1,980,147) (5,386,214) 1/4/2016 P-2/A3 A-2/A- F1/A+ 3/312016 (1,405,646) (2,653,147) (2,341,019) (6,399,812) 4/1/2016 P-2/A3 A-2/A- F1/A+ 6/30/2016 (1,379,543) (2,660,832) (2,487,101) (6,527,477) 7/5/2016 P-2/A3 A-2/A- F1/A+ 9/30/2016 (1,286,228) (2,527,200) (2,410,562) (6,223,990) 10/3/2016 P-2/A3 A-2/A- F1/A+ 12/31/2016 (930,745) (1,806,589) (1,725,426) (4,462,760) 1/3/2017 P-2/A3 A-2/A- F1/A+ 3/31/2017 (865,259) (1,690,939) (1,644,055) (4,200,253) 4/3/2017 P-2/A3 A-2/A- F1/A+ 6/30/2017 (891,617) (1,757,121) (1,671,834) (4,320,571) 7/3/2017 P-2/A3 A-2/A- F1/A+ 9/30/2017 (860,037) (1,809,408) (1,659,192) (4,328,637) 10/2/2017 P-2/A3 A-2/A- F1/A+ 12/31/2017 (778,522) (1,567,891) (1,527,751) (3,874,165) 1/3/2018 P-2/A3 A-2/A- F1/A+ 3/31/2018 (633,638) (1,286,851) (1,278,149) (3,198,638) 3/30/2018 P-2/A3 A-2/A- F1/A+ 6/30/2018 (595,088) (1,216,696) (1,163,294) (2,975,078) 7/2/2018 P-2/A3 A-2/A- F1+/AAPresent Value (USD) JPMCB Credit Rating
Town of Hillsborough
Interest Rate Products Report
Quarter Ending March 31, 2023

COUNTERPARTY'S INFORMATION
-26-
Maturity Date 6/1/2007 6/3/2030 6/1/2033 6/1/2035
Trade Date 5/10/2000 8/13/2003 8/13/2003 12/27/2005
Deal ID No. 50000438915 85002621 85002622 20008650/2180955 Notional USD 4,900,000 9,700,000 15,000,000 12,000,000
Current Notional USD N/A 4,200,000 7,800,000 7,305,000
Fixed Amounts (Town):

COUNTERPARTY'S INFORMATION
9/30/2018 (534,733) (1,097,489) (1,043,198) (2,675,421) 12/2/2018 P-1/Aa2 A-1/A+ F1+/AA 12/31/2018 (625,075) (1,288,104) (1,221,955) (3,135,134) 1/2/2019 P-1/Aa2 A-1/A+ F1+/AA 3/31/2019 (677,905) (1,411,321) (1,351,819) (3,441,045) 4/2/2019 P-1/Aa2 A-1/A+ F1+/AA6/30/2019 (786,325) (1,650,809) (1,572,150) (4,009,284) 6/24/2019 P-1/Aa2 A-1/A+ F1+/AA 9/30/2019 (822,552) (1,771,411) (1,756,193) (4,350,156) 10/1/2019 P-1/Aa2 A-1/A+ F1+/AA 12/31/2019 (736,930) (1,578,670) (1,544,468) (3,860,067) 1/3/2020 P-1/Aa2 A-1/A+ F1+/AA 3/31/2020 (949,787) (2,103,166) (2,137,806) (5,190,759) 4/1/2020 P-1/Aa2 A-1/A+ F1+/AA 6/30/2020 (972,119) (2,149,787) (2,150,373) (5,272,279) 7/1/2020 P-1/Aa2 A-1/A+ F1+/AA 9/30/2020 (927,793) (2,058,093) (2,060,692) (5,046,578) 10/1/2020 P-1/Aa2 A-1/A+ F1+/AA 12/31/2020 (859,895) (1,903,968) (1,897,991) (4,661,854) 1/4/2021 P-1/Aa2 A-1/A+ F1+/AA 3/31/2021 (715,854) (1,549,271) (1,495,600) (3,760,725) 4/2/2021 P-1/Aa2 A-1/A+ F1+/AA 6/30/2021 (714,358) (1,607,392) (1,586,446) (3,908,196) 7/5/2021 P-1/Aa2 A-1/A+ F1+/AA 9/30/2021 (665,758) (1,506,012) (1,516,300) (3,688,070) 10/4/2021 P-1/Aa2 A-1/A+ F1+/AA 12/31/2021 (576,756) (1,339,484) (1,414,612) (3,330,851) 1/3/2022 P-1/Aa2 A-1/A+ F1+/AA 3/31/2022 (345,989) (839,384) (1,005,851) (2,191,225) 4/4/2022 P-1/Aa3 A-1/A+ F1+/AA 6/30/2022 (256,750) (624,581) (734,935) (1,616,266) 7/1/2022 P-1/Aa3 A-1/A+ F1+/AA 9/30/2022 (158,248) (408,921) (424,774) (991,943) 9/30/2022 P-1/Aa2 A-1/A+ F1+/AA 12/31/2022 (124,938) (336,474) (426,549) (887,962) 1/3/2023 P-1/Aa2 A-1/A+ F1+/AA 3/31/2023 (151,746) (417,690) (502,974) (1,072,410) 4/3/2023 P-1/Aa2 A-1/A+ F1+/AA Valuations set forth herein are numerically expressed in accordance with the following convention: a positive value indicates that JPMorgan is out-of-the-money, which means that if the relevant transactions were to be terminated at the valuations set forth herein, there would be a payment from JPMorgan to Town; likewise a negative value indicates that Town is out-of-the-money, which means if the relevant transactions were to be terminated, there would be a payment from Town to JPMorgan. -27-

TOWN OF HILLSBOROUGH
San Mateo County
1600 Floribunda Avenue
Hillsborough, CA 94010
3 CONSENT CALENDAR

CITY COUNCIL MEETING
APRIL 10, 2023

AGENDA STAFF REPORT
ITEM SUBJECT: QUARTERLY TREASURER'S REPORT FOR THE QUARTER ENDING MARCH 31, 2023 PURSUANT TO CEQA GUIDELINE 15378
SUMMARY: Government Code Section 5364(b) requires that the Quarterly Investment Report be rendered to the City Council during public session within 30 days of the quarter's end.

FISCAL IMPACT: There is no fiscal impact associated with this agenda item.

ATTACHMENTS: Quarterly Treasurer's Report
PREPARED BY: Richard Santiago, Assistant Finance Director RECOMMENDATION: Approve the Treasurer's Report for the quarter ending March 31, 2023. -29-
Purchase Maturity Days to Amortized/Fair/ Coupon Valuation Issuer Type Date Date Maturity Cost Par Value Market Value Rate Yield Source LAIF On demand 63,987,877.45 63,987,877.45 62,797,015.57 2.6240% 1 Sec 115 Benefit Trust Company 5,077,995.84 5,077,995.84 5,077,995.84 1.9000% 3 Cash on Hand 8,300.00 8,300.00 8,300.00
Checking Account On demand 16,945,595.42 16,945,595.42 16,945,595.42 0.0100% 3 US Bank Custodial Account 529,768.69 529,768.69 529,768.69 0.0000% 4 Sub-total 86,549,537.40 86,549,537.40 85,358,675.52
INVESTMENTS: Cost Market Value
United States Treasury TN 10/29/2020 5/15/2023 45 199,937.50 200,000.00 198,936.00 0.1300% 3 United States Treasury TN 10/29/2020 10/15/2023 198 199,812.50 200,000.00 195,132.00 0.1300% 3 United States Treasury TN 6/11/2021 3/15/2024 350 200,250.00 200,000.00 191,882.00 0.2600% 3 United States Treasury TN 10/1/2021 9/30/2025 914 196,062.50 200,000.00 183,024.00 0.2700% 3 United States Treasury TN 6/11/2021 8/31/2024 519 206,000.00 200,000.00 191,508.00 1.3000% 3 United States Treasury TN 3/18/2022 12/31/2026 1645 192,500.00 200,000.00 182,688.00 1.3700% 3 United States Treasury TN 3/18/2022 1/31/2027 1402 194,625.00 200,000.00 184,126.00 1.6300% 3 United States Treasury TN 12/8/2022 8/15/2026 1233 184,437.50 200,000.00 185,632.00 1.6200% 3 United States Treasury TN 12/8/2022 5/15/2026 1141 185,937.50 200,000.00 187,258.00 1.7400% 3 United States Treasury TN 7/19/2022 3/15/2025 715 193,210.94 200,000.00 191,296.00 1.8300% 3 United States Treasury TN 6/11/2021 7/31/2024 488 211,562.50 200,000.00 194,126.00 2.1900% 3 United States Treasury TN 7/19/2022 11/30/2025 975 198,570.31 200,000.00 194,938.00 2.9500% 3 United States Treasury TN 7/19/2022 7/15/2025 927 199,429.69 200,000.00 195,712.00 3.0700% 3 United States Treasury TN 12/8/2022 11/15/2025 960 203,125.00 200,000.00 202,954.00 4.4300% 3 ALLY BK SANDY UTAH NCD 7/21/2022 1/21/2025 662 200,000.00 200,000.00 193,212.00 3.1000% 3 BMW BK NORTH AMER SALT LAKE NCD 6/18/2021 6/18/2024 445 250,000.00 250,000.00 236,055.00 0.3200% 3 ENERBANK USA UT NCD 4/30/2018 4/28/2023 28 250,000.00 250,000.00 249,622.50 2.9500% 3 HORIZON BK NATL ASSN IND NCD 5/4/2018 5/4/2023 34 250,000.00 250,000.00 249,540.00 2.9500% 3 Sub-Total 3,715,460.94 3,750,000.00 3,607,641.50
GRAND TOTALS $ 90,264,998.34 $ 90,299,537.40 $ 88,966,317.02 LEGENDS:

LAIF Local Agency Investment Fund (State of CA) LAIF Quarterly Performance Report 1 SMCP San Mateo County Pool SMCP report 2
MMF Money Market Fund Custodian Bank/Trust statement 3
BA Bankers' Acceptance Broker/Dealer market information 4 CP Commercial Paper Other Sources: Newspaper, other 5
TCD Time Certificate of Deposit Amortized Cost 6
NCD Negotiable Certificate of Deposit
TB Treasury Bill
TN Treasury Note
All funds are invested in accordance with the Town of Hillsborough's Investment Policy as approved by the City Council. Sufficient funds are available to meet the Town's expenditures for a six-month period. This report is prepared pursuant to Government Code Section 53646.

Prepared by: Rich Santiago, Assistant Finance Director
Date
Approved by: Jan Cooke, Finance Director
Date
Town of Hillsborough
Report on Cash and Investments Held As of Quarter Ended March 31, 2023

TYPE OF INVESTMENTS VALUATION SOURCE
DocuSign Envelope ID: 5FDA0B6F-6C73-4539-986A-432EBBB46EBE 4/3/2023
4/3/2023
-30-
RECAP: Purchase Price % to Total TOH Restriction 3rd Quarter* Year To Date LAIF Local Agency Investment Fund $ 63,987,877.45 70.9% None 419,760 992,452 TCD Time Certificate of Deposit - 0.0% None
NCD Negotiable Certificate of Deposit 950,000.00 1.1% None 8,085 14,571 TB Treasury Bills - 0.0% None
TN Treasury Notes 2,765,460.94 3.1% None 16,639 29,613
CP Commercial Paper - 0.0% None
BA Bankers Acceptances - 0.0% None
CA Checking/Sweep Account 16,945,595.42 18.8% None 9,404 13,181 CUS Custodian Account 529,768.69 0.6%
COH Cash on Hand 8,300.00 0.0% None
Section 115 Trust 5,077,995.84 5.6% None 24,407 164,090 Sub-total 90,264,998.34 100%
Trustee - Bond Funds
Bond Funds - Investments
Total $ 90,264,998.34 478,296 1,213,907
Maturity of 2 years and under 65,755,439.95 72.8% -
Section 115 Trust 5,077,995.84 5.6% -
CA Checking/Sweep Account 16,945,595.42 18.8% -
CUS Custodian Account 529,768.69 -
COH Cash on Hand 8,300.00 0.0% -
Sub-total 88,317,099.90 97.3%
Maturity from 2-5 years 1,947,898.44 2.2%
Sub-total - Town Funds 90,264,998.34 99%
Bond Funds
Trustee - Bond Funds
Total Portfolio $ 90,264,998.34
TOTAL INVESTMENTS $ 72,781,334.23
CASH/CHECKING/MMA 17,483,664.11

TRUSTEE BOND FUNDS -
$ 90,264,998.34
*Estimate -
Investment Income
For Quarter Ending March 31,2023

INVESTMENT RECAP

TOWN OF HILLSBOROUGH
DocuSign Envelope ID: 5FDA0B6F-6C73-4539-986A-432EBBB46EBE -31-

TOWN OF HILLSBOROUGH
San Mateo County
1600 Floribunda Avenue
Hillsborough, CA 94010
4 CONSENT CALENDAR

CITY COUNCIL MEETING
APRIL 10, 2023

AGENDA STAFF REPORT
ITEM SUBJECT: APPROVAL OF FUNDRAISING EVENT PERMIT APPLICATION 23-03 FOR THE HILLSBOROUGH BEAUTIFICATION FOUNDATION'S CELEBRATE MAY! EVENT PURSUANT TO CEQA GUIDELINES 15378 AND 15301
SUMMARY: The Hillsborough Beautification Foundation has submitted an application to conduct its Celebrate May! event at 130 Bridge Road in Hillsborough. This event is proposed to take place on Wednesday, May 4, 2023, from 9:00 a.m. to 12:00 p.m. The total number of guests expected is approximately 300-350.

The Police, Fire, and Building & Planning Departments have reviewed the application and submitted comments and recommendations, which are included as an attachment.

FISCAL IMPACT: There is no fiscal impact associated with this agenda item.

ENVIRONMENTAL ISSUES: The proposed action is exempt from environmental review pursuant to the California Environmental Quality Act (CEQA) Guidelines sections 15378(b)(2) and 15378(b)(5) as ongoing administrative or organizational activities that will not result in direct or indirect physical changes in the environment. The proposed action is also exempt pursuant to CEQA Guideline 15301 as the permitting of an existing facility involving a temporary negligible expansion of use with no corresponding construction or expansion of existing structures.

ATTACHMENTS: Fundraising Event Permit Application 23-03 and Police Department, Fire Department, and Building & Planning Department Comments and Recommendations PREPARED BY: Lisa Natusch, City Clerk
RECOMMENDATION: Approve Fundraising Event Permit Application 23-03 for the Hillsborough Beautification Foundation's Celebrate May! event subject to the conditions recommended by staff. -33-
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DATE: March 7, 2023
TO: Lisa Natusch, City Clerk
FROM: Julie Parenti, Fire Inspector
SUBJECT: HBF Celebrate May Event 2023
The following list is a typical set of conditions we have used in the past to ensure a minimum standard of fire and life safety. Arrangements must be made by the applicant for a tour of the event site to receive more detailed comments. This tour should be conducted at least 14 days prior to the event, please contact Inspector Julie Parenti at (650) 558-7648.

Final conditions of approval are subject to review of floor plans, proposed routes of travel for public viewing, and a field inspection prior to opening. Temporary conversion of this space for public attendance will be acceptable, provided the applicant addresses the following concerns.

1. If applicable, a standby fire watch shall be on duty during the time the fair is open to the public. The primary responsibility is enforcement of fire and life safety provisions of the California Fire Code. Duties are limited to those activities, except for medical emergencies, or other unusual, or hazardous conditions that may arise. Standby costs are paid by the applicant and are negotiated with the awarded security company. A “Request For Alternate Means of Protection” form must be completed and submitted to the fire department prior to the event.

2. Provide a floor plan with site dimensions, exits, and proposed foot traffic pattern for the public. A review of the floor plan and arrangement of contents will be used by the Fire Department to determine a maximum occupancy load. Maximum occupancy load shall not exceed this limit. In addition to the overall limit, secondary floor areas served by a single stairway will be further restricted based on a review of floor plans. Event volunteers are to be provided in sufficient numbers to ensure enforcement of the limits. The standby fire watch has the authority to restrict additional visitors and/or order the number of people in the venue reduced if overcrowding exists at any time. Foot traffic flow pattern shall -43-

Page 2 ends

be designed to minimize overcrowding in any area. Traffic flow shall be continually monitored and regulated by the volunteers.

3. Exterior exit pathways shall be a hard surface walkway free from tripping hazards.

Exterior exit pathways shall be illuminated at night at any time the event is open to the public. Exterior gates shall be kept unlocked at all times.

4. Portable fire extinguishers with a minimum UL rating of 2A10BC shall be provided so that travel distance to an extinguisher does not exceed 75’. A fire extinguisher shall be provided for each 3000 square feet of floor area and at least one fire extinguisher shall be provided for each level. Extinguishers shall be accessible and visible. Or their location clearly marked.

5. Building Department approval and permits shall be obtained, if necessary, for remodeling and electrical work. The applicant is responsible to ensure compliance with all Town of Hillsborough requirements.

6. Light duty extension cords are prohibited. UL approved multi-outlet power taps may be acceptable provided they are connected directly to a permanent outlet.

Power tap cords shall be protected from physical damage and must be located so as not to present a tripping hazard.

7. No smoking signs shall be posted throughout event space.

8. Candles, open flame, and other sources of ignition are prohibited.

9. Flammable liquids, propane, or other highly flammable materials or decorations are prohibited.

10. The driveway shall be maintained clear for emergency vehicle access during the hours the event is open to the public. Parking related to the event shall not restrict emergency vehicle access.

TOWN OF HILLSBOROUGH
San Mateo County
1600 Floribunda Avenue
Hillsborough, CA 94010
5 CONSENT CALENDAR

CITY COUNCIL MEETING
APRIL 10, 2023

AGENDA STAFF REPORT
ITEM SUBJECT: APPROVAL OF FUNDRAISING EVENT PERMIT APPLICATION 23-04 FOR THE HILLSBOROUGH SCHOOLS FOUNDATION'S 2023 FUN RUN PURSUANT TO CEQA GUIDELINES 15378 AND 15301
SUMMARY: The Hillsborough Schools Foundation (HSF) submitted an application to conduct its 2023 Fun Run. The 2K or 5K run/walk is proposed to take place on Sunday, May 7, 2023 beginning at 8:00 a.m. and ending at approximately 12:00 p.m. The total number of participants expected during the event is approximately 1,000.

The Fun Run route will start in front of North Hillsborough School located at 545 Eucalyptus Avenue in Hillsborough. HSF will send letters to residents living on Eucalyptus Avenue, Brookvale Road, Sharon Avenue, Floribunda Avenue, Willow Road, Pepper Avenue, Barroilhet Avenue, Chester Way, Bromfield Road, Hillsborough Boulevard, Ralston Avenue, Aster Avenue, Parkside Avenue and New Place Road notifying them of the event and road closures.

Hillsborough Municipal Code Section 5.16.080 requires City Council approval for a fundraising event permit where more than 200 people will be in attendance during any one day at any one property. The Police, Fire, Building and Planning Departments have reviewed the application and submitted comments and recommendations, which are included in the City Council's agenda packet. The Police Department will assist event volunteer staff at main intersections to alert motorists and provide traffic safety for participants.

HSF is proposing to hang Fun Run banners at the following locations:

1. Golf Course Drive/Black Mountain Road

2. Walnut Avenue parking lot on Floribunda Avenue
The artwork for the banner was previously approved by the City Council. The banners will be placed no sooner than two weeks before the event begins and will be removed immediately after the event ends. HSF has also requested to post approximately 100 lawn signs using the same artwork as the banner for the same timeframe.

FISCAL IMPACT: There is no fiscal impact associated with this agenda item.

ENVIRONMENTAL ISSUES: The proposed action is exempt from environmental review pursuant to the California Environmental Quality Act (CEQA) Guidelines sections 15378(b)(2) and 15378(b)(5) as ongoing administrative or organizational activities that will not result in direct or indirect physical changes in the environment. The proposed action is also exempt pursuant to -47-
Agenda Staff Report - Hillsborough City Council
April 10, 2023

Page 2 ends

CEQA Guideline 15301 as the permitting of an existing facility involving a temporary negligible expansion of use with no corresponding construction or expansion of existing structures.

ATTACHMENTS: Fundraising Event Permit Application 23-04 and Police Department, Fire Department and Building & Planning Department Comments and Recommendations PREPARED BY: Lisa Natusch, City Clerk
RECOMMENDATION: Approve Fundraising Event Permit Application 23-04 for the Hillsborough School Foundation 2023 Fun Run subject to the conditions recommended by staff and the placement of lawn signs for the event.
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X
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03/02/2022
Business Professional Insurance Associates
1519 South B Street
San Mateo, CA 94402
License #: 0D69286
Cindi Watson
(650)341-4484 (650)341-4465
[email protected]
00005800-546717 5
Hillsborough Schools Foundation
300 El Cerrito Ave
Hillsborough, CA 94010
NonProfits' Ins. Alliance ofCA
A X Y 2021-01860 07/01/2021 07/01/2022
X
X
1,000,000
500,000
20,000
1,000,000
3,000,000
3,000,000
NonProfits' Ins. Alliance ofCA
A 2021-01860 07/01/2021 07/01/2022
X X
1,000,000
NonProfits' Ins. Alliance ofCA
A X 2021-01860-UMB 07/01/2021 07/01/2022
X
X None
2,000,000
2,000,000
Re: Fun Run on 05/15/22. The Town of Hillsborough and the North School are included as Additional Insured as respects this event. Additional Insured applies to General Liability only per company form NIAC-E67.

The Town of Hillsborough
1600 Floribunda Avenue
Hillsborough, CA 94010
(CLW)
Printed by CLW on 03/02/2022 at 12:29PM
ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD

DATE (MM/DD/YYYY)
PRODUCER CONTACT NAME: PHONE FAX
(A/C, No, Ext): (A/C, No): E-MAIL ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER

POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $ DAMAGE TO RENTED
CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $
MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG $ OTHER: $ COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $
If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD

CERTIFICATE OF LIABILITY INSURANCE
-55-
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POLICY NUMBER 2021-01860
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DATE: 3/20/2023
TO: Lisa Natusch, City Clerk
FROM: Julie Parenti, Fire Inspector
SUBJECT: HSF 2023 Fun Run
The following list is a typical set of conditions the fire department utilizes to ensure a minimum standard of fire and life safety. We recommend that arrangements be made by the applicant for a tour of the event site to receive more detailed comments. This tour should be conducted at least 14 days prior to the event.

1. Provide a site layout with site dimensions, exits, booths, and proposed foot traffic pattern for the public. Please email to Inspector Julie Parenti at [email protected].

A review of the plan and arrangement of contents will be used by the Fire Department to determine a maximum occupancy load. Foot traffic flow pattern shall be designed to minimize overcrowding in any area. Traffic flow shall be continually monitored and regulated by the volunteers.

2. If applicable, a standby fire watch shall be on duty during the time the event is open to the public. The primary responsibility is enforcement of fire and life safety provisions of the California Fire Code. Duties are limited to those activities, except for medical emergencies, or other unusual, or hazardous conditions that may arise. Standby costs are paid by the applicant and are negotiated with the awarded security company.

3. Exterior exit pathways shall be a hard surface walkway free from tripping hazards.

Exterior exit pathways shall be illuminated at night at any time the event is open to the public. Exterior gates shall be kept unlocked at all times. -58-

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6. Should preparation/cooking/sales of food be conducted during the event, the applicant shall contact San Mateo County Health Department to inquire on temporary food service requirements.

7. Light duty extension cords are prohibited. UL approved multi-outlet power taps may be acceptable provided they are connected directly to a permanent outlet.

Power tap cords shall be protected from physical damage and must be located so as not to present a tripping hazard.

8. No smoking signs shall be posted throughout event space.

9. Candles, open flame, and other sources of ignition are prohibited.

10. Flammable liquids, propane, or other highly flammable materials or decorations are prohibited.

11. Driveways shall be maintained clear for emergency vehicle access during the hours the event is open to the public. Parking related to the event shall not restrict emergency vehicle access.

12. If applicable, tent and canopy installations shall comply with Article 31 of the California Fire Code and Town of Hillsborough requirements. A tent permit shall be obtained from the Fire Department before inspection. An inspection is required for tent installations prior to occupancy.
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TOWN OF HILLSBOROUGH
San Mateo County
1600 Floribunda Avenue
Hillsborough, CA 94010
6 CONSENT CALENDAR

CITY COUNCIL MEETING
APRIL 10, 2023

AGENDA STAFF REPORT
ITEM SUBJECT: APPROVAL OF FUNDRAISING EVENT PERMIT APPLICATION 23-05 AND

APPLICATION FOR A NEW SIGN FOR THE SOLMATEO SIGNATURE KITCHEN TOUR PURSUANT TO CEQA GUIDELINES 15378 AND 15301
SUMMARY: SolMateo submitted an application to conduct their Signature Kitchen Tour at the following addresses in Hillsborough:

1. 5 Stacey Court

2. 290 Richmond Road

3. 1872 Black Mountain Road
This event is proposed to take place on Friday, May 19, 2023, from 10:00 a.m. to 3:00 p.m. with approximately 600 guests expected during the event. Hillsborough Municipal Code Section

5.16.080 requires City Council approval for a fundraising event permit where more than 200 people will be in attendance during any one day at any one property. Public notices have been sent to owners of properties located within a 500-foot radius of the properties listed above. The application initially included an additional home proposed to be toured on Saturday, May 20, 2023 but that site and additional date was removed from the application by the applicant on March 24, 2023.

The Police, Fire, and Building & Planning Departments have reviewed the application and submitted comments and recommendations, which are included as Attachment 1. One public comment letter was received regarding the site at 290 Richmond Road. Staff will follow up with the individual to discuss their concerns.

SolMateo proposes to place approximately 50 yard signs throughout San Mateo, Burlingame and Hillsborough. The dimensions of the yard signs will be 24 inches wide by 18 inches high. The artwork is the same as the artwork approved for the event last year. The yard signs will be placed no sooner than two weeks before the event begins and will be taken down immediately after the event ends.

FISCAL IMPACT: There is no fiscal impact associated with this agenda item.

Page 2 ends

ATTACHMENTS:

1. Fundraising Event Permit Application 23-05 and Police Department, Fire Department and Building & Planning Department Comments and Recommendations

2. Public Comment
PREPARED BY: Lisa Natusch, City Clerk
RECOMMENDATION: Approve Fundraising Event Permit Application 23-05 for the SolMateo Signature Kitchen Tour subject to the conditions recommended by staff and placement of yard signs no sooner than two weeks before the event.
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1 -63-
ATTACHMENT 1
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DATE: March 20, 2023
TO: Lisa Natusch, City Clerk
FROM: Julie Parenti, Fire Inspector
(650) 558-7648
SUBJECT: SolMateo Event 2023
The following list is a typical set of conditions the fire department utilizes to ensure a minimum standard of fire and life safety. We recommend that arrangements be made by the applicant for a tour of the event site to receive more detailed comments. This tour should be conducted at least 14 days prior to the event.

1. Provide a floor plan with site dimensions, exits, and proposed foot traffic pattern for the public. Floor plan shall be emailed to Inspector Julie Parenti at [email protected]. A review of the floor plan and arrangement of contents will be used by the Fire Department to determine a maximum occupancy load. Maximum occupancy load shall not exceed this limit. In addition to the overall limit, secondary floor areas served by a single stairway will be further restricted based on a review of floor plans. Event volunteers are to be provided in sufficient numbers to ensure enforcement of the limits. The standby fire watch has the authority to restrict additional visitors and/or order the number of people in the venue reduced if overcrowding exists at any time. Foot traffic flow pattern shall be designed to minimize overcrowding in any area. Traffic flow shall be continually monitored and regulated by the volunteers.

2. If applicable, a standby fire watch shall be on duty during the time the fair is open to the public. The primary responsibility is enforcement of fire and life safety provisions of the California Fire Code. Duties are limited to those activities, except for medical emergencies, or other unusual, or hazardous conditions that may arise. Standby costs are paid by the applicant and are negotiated with the awarded security company.
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3. Exterior exit pathways shall be a hard surface walkway free from tripping hazards.

Exterior exit pathways shall be illuminated at night at any time the event is open to the public. Exterior gates shall be kept unlocked at all times.

6. Light duty extension cords are prohibited. UL approved multi-outlet power taps may be acceptable provided they are connected directly to a permanent outlet.

Power tap cords shall be protected from physical damage and must be located so as not to present a tripping hazard.

7. No smoking signs shall be posted throughout event space.

8. Candles, open flame, and other sources of ignition are prohibited.

9. Flammable liquids, propane, or other highly flammable materials or decorations are prohibited.

10. The driveway shall be maintained clear for emergency vehicle access during the hours the event is open to the public. Parking related to the event shall not restrict emergency vehicle access.

11. If applicable, tent and canopy installations shall comply with Article 31 of the California Fire Code and Town of Hillsborough requirements. A tent permit shall be obtained from the Fire Department before inspection. An inspection is required for tent installations prior to occupancy.
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Town of Hillsborough
Building Department
Conditions for a Fundraising/Charitable Event
Date: APRIL 6, 2023
From: TIM ANDERSON, ASSITANT DIRECTOR OF BUILDING AND PLANNING Location of Event: 5 STACEY CT, 290 RICHMOND RD. AND 1872 BLACK MOUNTAIN ROAD, HILLSBOROUGH CA, 94010
Organization: SOLMATEO
Name: SIGNATURE KITCHEN TOUR
Date of Event: MAY 19, 2023
General minimum requirements

1. Any Building being used for an event is required to keep all exits clear.

2. It will be necessary to provide restroom facilities for all guest attending the event.

3. If a tent is to be used for the event, you are required to obtain a permit from the Fire Department

4. Inspections must be coordinated with the Fire Department 48 hours in advance.

5. Inspections are limited to regular business hours (8 a.m. to 5 p.m. M-F) If you have any further questions, please contact the Building Department at 650-375-7411
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1 Lisa Natusch
Subject: FW: 290 Richmond kitchen tour
From: Sandra Ocampo
Date: April 5, 2023 at 2:03:24 PM PDT
To: [email protected]
Subject: 290 Richmond kitchen tour
Dear City Clerk,
I strongly object to the choice of 290 Richmond Rd. as a site for the May 19th Hillsborough kitchen tour for the following reasons.
290 Richmond has very limited parking available to accommodate the number of cars that will take over our neighborhood for this event. Having survived more than one garden or kitchen tour in my neighborhood I know first hand how busy, noisy, and inconvenient these tours can be. 290 Richmond is located at the end of a short and narrow cul‐de‐sac. On at least two occasions that I am aware of the occupants of 290 Richmond lined one side of the street leading to their home with large orange cones to ensure that parking occurred on only one side of the street. I assume that this was done to make it easier for cars to make a u‐turn when exiting. This clearly shows the difficult of hosting a large party at this location. A kitchen tour would be an even bigger parking nightmare.

Roehampton, the cross street to Richmond, is also a narrow street. It is this street that will be forced to accommodate the additional cars attending the event, in effect turning Roehampton into an over‐flow parking lot. Because Roehampton is a two block road ending with a cul‐de‐sac at the top this means that many of the cars parked in front of my home and my neighbor’s homes will attempt a three point u‐ turn to avoid driving up to the top of Roehampton to turn around. This makes it more difficult and dangerous for those of us living on this street to drive safely in our own neighborhood.

Finally, why is this event occurring on a Friday? This makes an already inconvenient situation even more problematic. Where are the regularly scheduled gardeners several of us on have on Friday supposed to park when the spots in front of our homes are occupied by attendees of a kitchen tour? In addition to our Friday gardeners many of us hope to finally have our contractors available next month to perform repairs or renovations that have been delayed by storms, supply chain issues , and Covid restrictions. Will the city provide those of us in the neighborhood who need spots available for our contractors with “no parking” signs so our workers have a place to park? Again, an event at a location with such limited parking and on a Friday after so many storms and construction delays is a terrible idea. It appears that not enough thought was given to the timing or location by the Signature Kitchen Tour group. Maybe the attendees for the tour at this location can park at St. Bart’s church and be bussed in on mini‐vans.

Sincerely,
Sandra Ocampo
Sent from my iPad
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ATTACHMENT 2

TOWN OF HILLSBOROUGH
San Mateo County
1600 Floribunda Avenue
Hillsborough, CA 94010
7 CONSENT CALENDAR

CITY COUNCIL MEETING
APRIL 10, 2023

AGENDA STAFF REPORT
ITEM SUBJECT: RECONSIDER RESOLUTION NO. 23-23 APPROVING COMCAST’S PERMIT APPLICATIONS FOR THE INSTALLATION OF TWO (2) BATTERY CABINETS (UTILITY BOX OUTDOOR FIXTURES) AT 1020 CRYSTAL SPRINGS ROAD AND DIRECT STAFF TO SCHEDULE A PUBLIC HEARING AT THE MAY 8, 2023 CITY COUNCIL MEETING TO CONSIDER NEW LOCATION(S) FOR THE TWO (2) CABINETS NEAR 1020 CRYSTAL SPRINGS ROAD PURSUANT TO CEQA GUIDELINE 15303
SUMMARY: On March 13, 2023, the City Council conducted a public hearing to consider four (4) permit applications submitted by Comcast for the installation of seven (7) battery cabinets (utility box outdoor fixtures) at locations in the public right-of-way (two (2) cabinets near 1025 Vista Road; two (2) cabinets near 1305 Hayne Road; one (1) cabinet near 1025 Tournament Drive; and two (2) cabinets near 1020 Crystal Springs Road) to comply with the 72-hour backup power requirement for wireline providers’ facilities in Tier 2 and Tier 3 High Fire Threat Districts providing 9-1-1, voice, text messages, or data service under CPUC Decision 21-02-029, Decision Adopting Wireline Provider Resiliency Strategies (Wireline Resiliency mandate).

At the conclusion of the public hearing, the City Council adopted Resolution No. 23-23 approving three (3) permit applications for the installation of five (5) battery cabinets (utility box outdoor fixtures) at locations in the public right-of-way; two (2) cabinets near 1305 Hayne Road; one (1) cabinet near 1025 Tournament Drive; and two (2) cabinets near 1020 Crystal Springs Road.

Since the March 13, 2023 hearing, one Councilmember has requested to staff that the City Council reconsider one (1) permit application for the installation of two (2) cabinets near 1020 Crystal Springs Road. In addition, Comcast has recently reached out to Town staff to also ask that the City Council reconsider the same permit application with an improved location across from 1040 Crystal Springs Road as Comcast believes it’s a better location that will reduce concerns expressed at the March 13, 2023 public hearing from a nearby resident on Crystal Springs Road. This new location is not visible from nearby properties, and has additional space on the roadway shoulder that would not require the same protections that were suggested at the previous location.

FISCAL IMPACT: There is no fiscal impact associated with this agenda item as all costs will be paid by the applicant.

ENVIRONMENTAL ISSUES: Approval: If the City Council adopts a resolution approving a new location(s) for Crystal Springs Road, any approval would be Categorically Exempt from CEQA pursuant to Guideline Section 15303, Class 3 of the CEQA Guidelines, which, in part, reads as follows:
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Agenda Staff Report - Hillsborough City Council
April 10, 2023

Page 2 ends

15303. New Construction or Conversion of Small Structures.

Class 3 consists of construction and location of limited numbers of new, small facilities or structures; installation of small new equipment and facilities in small structures; and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the structure. The number of structures described in this section are the maximum allowable on any legal parcel. […]
The Town’s finding is consistent with case law. In San Francisco Beautiful v. City & County of San Francisco (2014) 226 Cal.App.4th 1012, 1022, the California Court of Appeal upheld the application of CEQA Guidelines Section 15303 to categorically exempt the approval of the installation of a network of utility boxes for a fiber-optic network.

ATTACHMENTS: Resolution No. 23-23
PREPARED BY: Paul Willis, Public Works Director
RECOMMENDATION: By motion, move to reconsider the action of March 13, 2023 regarding the adoption of the Resolution No. 23-23 solely as it relates to two (2) cabinets near 1020 Crystal Springs Road, and direct staff to schedule a public hearing to consider new location(s) for the two (2) cabinets near 1020 Crystal Springs Road.
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RESOLUTION NO. 23-23

RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF HILLSBOROUGH APPROVING COMCAST’S PERMIT APPLICATIONS FOR THE INSTALLATION OF FIVE (5) BATTERY CABINETS (UTILITY BOX OUTDOOR FIXTURES) AT LOCATIONS IN THE PUBLIC RIGHT OF-WAY (TWO (2) CABINETS NEAR 1305 HAYNE ROAD, ONE (1) CABINET NEAR 1025 TOURNAMENT DRIVE, AND TWO (2) CABINETS NEAR 1020 CRYSTAL SPRINGS ROAD); AND GRANTING COMCAST’S REQUEST FOR AN EXCEPTION TO POLICY NO. 19-01 FOR THESE

INSTALLATIONS, PURSUANT TO CEQA DETERMINATIONS
WHEREAS, Comcast holds a state video franchise issued by the California Public Utilities Commission (CPUC) under the Digital Infrastructure and Video Competition Act of 2006 to provide video services within the territorial limits of the Town and Comcast affiliates also provide voice and data services over this network under separate CPUC authorizations; and WHEREAS, Public Utilities Code Section 5885 requires the Town to allow Comcast to install, construct, and maintain a network within public rights-of-way under the same time, place, and manner as the provisions governing telephone corporations under applicable state and federal law, including, but not limited to, the provisions of Public Utilities Code Section 7901.1; and WHEREAS, the Town regulates the placement of outdoor fixtures, including utility boxes, located in the public right-of-way under Chapter 12.12 of the Town of Hillsborough Municipal Code (HMC) and with respect to location and design standards of infrastructure deployments in the public right-of-way, under Policy No. 19-01 Design Standards for Infrastructure Deployments; and
WHEREAS, on April 11, 2022, Comcast submitted four (4) permit applications for the installation of seven (7) battery cabinets (utility box outdoor fixtures) at locations in the public right-of-way (two (2) cabinets near 1025 Vista Road; two (2) cabinets near 1305 Hayne Road; one (1) cabinet near 1025 Tournament Drive; and two (2) cabinets near 1020 Crystal Springs Road) to comply with the 72-hour backup power requirement for wireline providers’ facilities in Tier 2 and Tier 3 High Fire Threat Districts providing 9-1-1, voice, text messages, or data service under CPUC Decision 21-02- 029, Decision Adopting Wireline Provider Resiliency Strategies (Wireline Resiliency mandate); and
WHEREAS, HMC Section 12.12.020(A) requires City Council to hold a public hearing to consider approval for the installation of any outdoor fixture, as set forth in HMC Section 12.12.030; and
WHEREAS, Comcast also seeks an exception to the size limit for accessory equipment installed above ground level under Policy No. 19-01 because the volume of each proposed battery cabinet is 18.77 cubic feet, exceeding the size limit of nine (9) cubic feet set forth in Policy No. 19-01; and -81-
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WHEREAS, the City Council may grant an exception upon the city engineer’s recommendation having made the findings in HMC Section 1.24.020; and WHEREAS, the city engineer has made the necessary findings to recommend that City Council grant an exception; and
WHEREAS, on February 23, 2023, the Town mailed owners and occupants of real property adjacent to battery cabinet locations notice of the permit applications pursuant to HMC Section 12.12.030(C) and HMC Section

1.20.010, and published the notice in the San Mateo Daily Journal newspaper; and
WHEREAS, on March 13, 2023, the City Council held a public hearing on the merits of the each of the four (4) permit applications, to consider and adopt the decision resolution on the applications; and
WHEREAS, in determining whether to grant, deny or conditionally approve an application for an outdoor fixture, as defined in HMC Section

12.12.010(A)(2), the City Council must make the findings in HMC Section

12.12.030(C); and
WHEREAS, after hearing presentations from Town staff and receiving all public comments on each of the four (4) permit applications, City Council closed the public hearing to consider approving the Comcast applications and the city engineer’s recommendation to grant Comcast an exception to the volume requirements in Policy No. 19-01, deliberated and considered a decision resolution approving three (3) permit applications; and WHEREAS, Comcast’s three (3) permit applications have been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), and the State and local CEQA Guidelines. The Town, acting as lead agency, has determined the each of the proposed cabinets is categorically exempt from further environmental review pursuant to CEQA Guidelines Section 15303, Class 3, New Construction or Conversion of Small Structures.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the Town of Hillsborough, based on the evidence contained in the written record, which includes Comcast’s permit applications for 1305 Hayne Road, 1020 Crystal Springs Road, and 1025 Tournament Drive; staff report; and other written submissions provided to City Council, and the record of the oral testimony given at the public hearing held on March 13, 2023 (referred to hereafter as the “Decision Record”), hereby renders its decision on Comcast’s three (3) permit applications and Comcast’s request for an exception to the volume requirements in Policy No. 19-01, pursuant to CEQA.

1. Decision on permit application for 1305 Hayne Road:

Council has considered the four (4) factors set forth in HMC Section 12.12.030(C) for deciding whether to approve, conditionally approve or deny the application based on -82-
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public health, safety and welfare needs, and makes the following findings for conditional approval, based on the Decision Record:

Finding on Factor 1: There are no other outdoor fixtures located in the right-ofway in the vicinity of the two (2) battery cabinets proposed at 1305 Hayne Road that would pose a threat to the public health, safety, and welfare needs.

Finding on Factor 2: The Town has no immediate need for access to the affected portion of the right-of-way. Any future need for access can be addressed with appropriate permit conditions.

Finding on Factor 3: The proposed battery cabinets will be located in an area that is not used for parking and will not block pedestrian traffic. Therefore, there is no significant effect on parking and on traffic safety.

Finding on Factor 4: The City Council deems compliance with HMC Section

12.12.050(B) and (I), and Policy No. 19-01, relevant to a determination of the public health, safety, and welfare needs. The City Council finds that the proposed battery cabinets comply with these requirements except as to the volume limits in Policy No. 19-01 and authorizes an exception to those limits based on the city engineer’s recommendation.

Each battery cabinet is just under four and a half (4.5) feet in height, and therefore, complies with the maximum height limit of eight (8) feet in HMC Section 12.12.050(B).

The proposed battery cabinets comply with relevant portions of Policy No. 19-01, except the volume limit of nine (9) cubic feet.

The city engineer has recommended approval of Comcast’s request for an exception to the volume requirement based on the following findings required under HMC Section 1.24.020:
1) granting the exception will not be materially detrimental to the public health, safety or welfare or injurious to other property in the Town because it will allow Comcast to provide more reliable essential communications services such as 9-1-1, voice, text messages, or data service during a commercial power outage;
2) requiring strict compliance is unjustifiable from a cost/benefit analysis because although the battery cabinets are larger than typical utility boxes in the Town, the amount of stored energy required to provide seventy-two (72) hours of backup to its network is not compatible with the Town’s current volume limits and undergrounding the batteries is infeasible; and
3) requiring strict compliance is unadvisable to protect the public health, safety or welfare because if the backup is not approved, Comcast will not meet the 72-hour backup that the CPUC determined was advisable for communities in high fire threat districts.
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2. Decision on permit application for 1020 Crystal Springs Road:

Council has considered the four (4) factors set forth in HMC Section 12.12.030(C) for deciding whether to approve, conditionally approve or deny the application based on public health, safety and welfare needs, and makes the following findings for conditional approval, based on the Decision Record:

Finding on Factor 1: There are no other outdoor fixtures located in the right-ofway in the vicinity of the two (2) battery cabinets proposed at 1020 Crystal Springs Road that would pose a threat to the public health, safety, and welfare needs.

Finding on Factor 2: The Town has no immediate need for access to the affected portion of the right-of-way. Any future need for access can be addressed with appropriate permit conditions.

Finding on Factor 4: The City Council deems compliance with HMC Section

Each battery cabinet is just under four and a half (4.5) feet in height, and therefore, complies with the maximum height limit of eight (8) feet in HMC Section 12.12.050(B).

The proposed battery cabinets comply with relevant portions of Policy No. 19-01, except the volume limit of nine (9) cubic feet.

The city engineer has recommended approval of Comcast’s request for an exception to the volume requirement based on the following findings required under HMC Section 1.24.020:
1) granting the exception will not be materially detrimental to the public health, safety or welfare or injurious to other property in the Town because it will allow Comcast to provide more reliable essential communications services such as 9-1-1, voice, text messages, or data service during a commercial power outage;
2) requiring strict compliance is unjustifiable from a cost/benefit analysis because although the battery cabinets are larger than typical utility boxes in the Town, the amount of stored energy required to provide seventy-two (72) hours of backup to its network is not compatible with the Town’s current volume limits and undergrounding the batteries is infeasible; and
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3) requiring strict compliance is unadvisable to protect the public health, safety or welfare because if the backup is not approved, Comcast will not meet the 72-hour backup that the CPUC determined was advisable for communities in high fire threat districts.

3. Decision on permit application for 1025 Tournament Drive:

Finding on Factor 1: There is a mailbox located in the right-of-way vicinity of the one (1) battery cabinet proposed at 1025 Tournament Drive. The battery cabinet will be separated from the mailbox by more than eight (8) feet. The proposed battery cabinet will be sufficiently spaced from other outdoor fixtures and infrastructure in the right-of-way at 1025 Tournament Drive.

Finding on Factor 2: The Town has no immediate need for access to the affected portion of the right-of-way. Any future need for access can be addressed with appropriate permit conditions.

Finding on Factor 3: The proposed battery cabinet will be located in an area that is not used for parking and will not block pedestrian traffic. Therefore, there is no significant effect on parking and on traffic safety.

Finding on Factor 4: The City Council deems compliance with HMC Section

12.12.050(B) and (I), and Policy No. 19-01, relevant to a determination of the public health, safety, and welfare needs. The City Council finds that the proposed battery cabinet complies with these requirements except as to the volume limits in Policy No. 19-01 and authorizes an exception to those limits based on the city engineer’s recommendation:.

The battery cabinet is just under four and a half (4.5) feet in height, and therefore, complies with the maximum height limit of eight (8) feet in HMC Section 12.12.050(B).

The proposed battery cabinet complies with relevant portions of Policy No. 19-01, except the volume limit of nine (9) cubic feet.

The city engineer has recommended approval of Comcast’s request for an exception to the volume requirement based on the following findings required under HMC Section 1.24.020:
1) granting the exception will not be materially detrimental to the public health, safety or welfare or injurious to other property in the Town because it will allow Comcast to provide more reliable essential communications services such as 9-1-1, voice, text messages, or data service during a commercial power outage;
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2) requiring strict compliance is unjustifiable from a cost/benefit analysis because although the battery cabinet is larger than typical utility boxes in the Town, the amount of stored energy required to provide seventytwo (72) hours of backup to its network is not compatible with the Town’s current volume limits and undergrounding the batteries is infeasible; and
3) requiring strict compliance is unadvisable to protect the public health, safety or welfare because if the backup is not approved, Comcast will not meet the 72-hour backup that the CPUC determined was advisable for communities in high fire threat districts.

4. Exemption from CEQA Guideline Section 15303, Class 3:

The Town acting as the lead agency has determined the project to be Categorically Exempt from CEQA Guideline Section 15303, Class 3 of the CEQA Guidelines.

5. CONDITIONS ON APPLICATION APPROVAL
Based on the Decision Record, City Council finds it appropriate to condition the grant of the three (3) applications as set forth in this Resolution and in Exhibit A.

NOW, THEREFORE, BE IT RESOLVED the City Council of the Town of Hillsborough, based on the evidence contained in the Decision Record:
1) Hereby approves Comcast’s permit applications for 1305 Hayne Road; 1020 Crystal Springs Road; and 1025 Tournament Drive and grants Comcast’s request for an exception to the volume limit in Policy No. 19-01; and 2) Hereby finds that the Comcast’s permit applications for 1305 Hayne Road; 1020 Crystal Springs Road; and 1025 Tournament Drive are categorically exempt from further environmental review pursuant to CEQA Guidelines Section 15303, Class, New Construction or Conversion of Small Structures; and 3) Hereby directs Town staff to prepare, execute, and file a CEQA Notice of Determination and a Notice of Exemption with the County Clerk, as appropriate, within five (5) working days of the passage and adoption of this Resolution.

Mayor of the Town of Hillsborough

Attest: City Clerk
This resolution was adopted by the City Council of the Town of Hillsborough at its regular meeting held on the 13th day of March 2023, by the following vote of the members thereof:
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AYES: Councilmembers Chuang, Royse, Cole, Krolik
NOES: Councilmembers None
ABSENT: Councilmembers None
RECUSED: Councilmembers Ragsdale
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Exhibit A

1. The permittee shall execute and record an agreement regarding revocable permit in a form acceptable to the city attorney setting forth the circumstances under which the permittee shall be required to remove the outdoor fixture from the right-of-way.

2. General Conditions.

A. Compliance Report. Within thirty (30) days after installation of infrastructure deployment(s), the permittee shall deliver to the city manager a written report that demonstrates that its infrastructure deployment(s) as constructed and normally-operating fully complies with the conditions of the permit, including height restrictions, and applicable safety codes, including structural engineering codes. The demonstration shall be provided in writing to the city manager containing all technical details to demonstrate such compliance, and certified as true and accurate by qualified professional engineers, or, in the case of height or size restrictions, by qualified surveyors. This report shall be prepared by the permittee and reviewed by the Town at the sole expense of the permittee, which shall promptly reimburse the Town for its review expenses.

1. If the initial report required by this Section shows that the infrastructure deployment(s) do not so comply, the permit shall be deemed suspended, and all rights thereunder of no force and effect, until the permittee demonstrates to the Town's satisfaction that the infrastructure deployment(s) is compliant. The permittee shall promptly reimburse the Town for its compliance review expenses.

2. If the initial report required by this Section is not submitted within the time required, the city manager or its selected and qualified professionals may, but is not required to, undertake such investigations as are necessary to prepare the report described in this Section. The permittee shall within five (5) days after receiving written notice from the city manager that the Town is undertaking the review, shall deposit such additional funds with the city manager to cover the estimated cost of the Town obtaining the report. Once said report is obtained by the Town, the Town shall then timely refund any unexpended portion of the permittee's deposit. The report shall be provided to the permittee. If the report shows that the permittee is non-compliant, the Town may suspend the permit until the permittee demonstrates to the Town's satisfaction that the infrastructure deployment(s) is compliant.

3. If the infrastructure deployment(s) is not brought into compliance promptly, the Town may revoke the permit and require removal of the infrastructure deployment(s) and all related equipment and improvements to return the site to its original condition before the installation or construction occurred.

B. Permit Expiration. The permit will automatically expire six (6) months from the approval date (the "build-out period") unless the permittee obtains all -88-
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other permits and approvals required to install, construct and/or operate the approved infrastructure deployment(s), which includes without limitation any permits or approvals required by the any federal, state or local public agencies with jurisdiction over the subject property, the infrastructure deployment(s) or its use; provided that the city manager may extend this build-out period at the request of the permittee for good cause shown. If this build-out period expires, the Town will not extend the build-out period but the permittee may resubmit a complete application, including all application fees, for the same or substantially similar project.

C. Code Compliance. The permittee shall also comply with Chapter 12.04 and all other requirements of the Hillsborough Municipal Code.

D. Government Approvals. The permittee shall obtain and maintain all other applicable permits, approvals, and agreements necessary to install and operate the infrastructure deployment(s) in conformance with federal, state, and local laws, rules and regulations. The permittee expressly acknowledges and agrees that this obligation is intended to be broadly construed and that no other specific requirements in these conditions are intended to reduce, relieve or otherwise lessen the permittee's obligations to maintain compliance with all laws. No failure or omission by the Town to timely notice, prompt or enforce compliance with any applicable provision in the Hillsborough Municipal Code, Policy No. 19-01, any permit, any permit condition or any applicable law or regulation, shall be deemed to relieve, waive or lessen the permittee's obligation to comply in all respects with all applicable provisions in the Hillsborough Municipal Code, Policy No. 19-01, any permit, any permit condition or any applicable law or regulation.

E. Inspection. The Town or its agents may inspect the permitted infrastructure deployment(s) and property and may enter onto a site to inspect the deployment(s) upon reasonable notice to the permittee. In case of an emergency or risk of imminent harm to persons or property within the vicinity of permitted infrastructure deployment(s), the Town reserves the right to enter upon the sites of the infrastructure deployment(s) and to support, disable, or remove those elements of the infrastructure deployment(s) posing an immediate threat to public health and safety. The permittee, if present, may observe the Town's officers, officials, staff, agents or other designees while any such inspection or emergency access occurs.

F. Contact Information. The permittee shall maintain on file with the Town and onsite at the infrastructure deployment(s) contact information of all parties responsible for maintenance of the infrastructure deployment(s).

G. Indemnification. The permittee and, if applicable, the private property owner shall defend, indemnify and hold harmless the Town, its agents, officers, officials, and employees:

1. From any and all damages, liabilities, injuries, losses, costs and expenses and from any and all claims, demands, lawsuits, writs of mandamus, and other actions or proceedings brought against the Town or its agents, -89-
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officers, officials, or employees to challenge, attack, seek to modify, set aside, void or annul the Town's approval of the permit(s); and

2. From any and all damages, liabilities, injuries, losses, costs and expenses and any and all claims, demands, lawsuits, or causes of action and other actions or proceedings of any kind or form, whether for personal injury, death or property damage, arising out of or in connection with the activities or performance of the permittee or, if applicable, the private property owner or any of each one's agents, employees, licensees, contractors, subcontractors, or independent contractors.

H. Termination. A permit may be terminated if the Town determines that the permit was granted based on false, misleading or incomplete information; if a material provision of the permit is no longer enforceable; or if the permittee violates a condition of the permit, or modifies the infrastructure deployment(s) or support structures without permission.

I. Performance Bond. The permittee shall file with the Town, and shall maintain in good standing throughout the term of the permit, a performance bond or other surety or another form of security for the removal of the infrastructure deployment(s) in the event that the use is abandoned or the permit expires, or is revoked, or is otherwise terminated. The security shall be in the amount equal to one hundred fifty percent (150%) of the cost of physically removing each infrastructure deployment and all related facilities and equipment on the site. The permittee shall reimburse the Town for staff time associated with the processing and tracking of the bond, based on established hourly rates. Reimbursement shall be paid when the security is posted.

J. Minimize Disruptions. The permittee shall make a good faith effort to minimize project-related disruptions to adjacent properties. Site improvement and construction work, including set-up, loading or unloading of materials or equipment, performed as part of this project is subject to the provisions of Hillsborough Municipal Code Section 8.32.040. Emergency maintenance and repairs are exempt from the restricted hours. Violation of this condition may result in issuance of a stop work order or administrative citations.

K. Graffiti. All graffiti on any of the infrastructure deployment(s) must be removed at the sole expense of the permittee within forty-eight (48) hours after notification from the Town.

L. Compliance, Generally. All infrastructure deployment(s) within the Town shall be designed, maintained, and shall be operated at all times to comply with the provisions of the Hillsborough Municipal Code, Policy No. 19-01, and the following other requirements:

1. Conditions in any permit or license issued by a local, state, or federal agency, which has jurisdiction over the infrastructure deployment(s);

2. Rules, regulations, and standards of the state and federal governments, including without limitation the FCC and the CPUC;
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3. Easements, covenants, conditions, and/or restrictions on or applicable to the underlying real property;

4. Rules, regulations, and standards of the Town governing underground utility districts;

5. All other laws, codes, and regulations applicable to the infrastructure deployment(s); including the California Environmental Quality Act (CEQA).

M. Maintenance. Without limiting the foregoing, all infrastructure deployment(s) shall be maintained in good working condition and to the visual standards established at the time of approval over the life of the permit(s) as may be extended. The infrastructure deployment(s) and surrounding areas shall remain free from trash, debris, litter, graffiti, and other forms of vandalism. Any damage shall be repaired as soon as is practicable, and in no instance more than ten (10) calendar days from the time of notification by the Town or after discovery by the permittee.

N. Revocation. A permit may be revoked if permittee is not in compliance with permit conditions, if the permit conditions are not enforceable, or for a failure to comply with any provision of the Hillsborough Municipal Code relating to the permit, or relating to the infrastructure deployment associated with the permit ("default event"). By way of example and not limitation, a refusal to timely remove infrastructure deployment(s) located in the rights-of-way where required in connection with a public works project would be a default event.

1. The city manager may revoke a permit only after: (i) written notice of the default event has been provided to the permittee; and (ii) the permittee has been afforded a reasonable opportunity to cure and comply with its permit, or demonstrate that no default event occurred.

2. If the permittee fails to cure, the City Council or the City Council through a designee shall conduct a noticed public hearing where the permittee shall be afforded an opportunity to speak and be heard and to provide written material prior to the hearing. If the City Council, after the public hearing, finds that the infrastructure deployment(s) or the permittee has violated any law regulating the infrastructure deployment(s) or has failed to comply with these requirements, the permit, any applicable agreement, or any condition of approval, the City Council may revoke the permit.

3. Upon revocation, the City Council may require the removal of the infrastructure deployment(s) or take any other legally permissible action or combination of actions necessary to protect the health and welfare of the Town.

O. Abandonment. Any permittee who abandons or discontinues use of an infrastructure deployment for a continuous period of ninety (90) days shall so notify the city manager by certified mail within thirty (30) days after the ninety (90) day period.
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1. If the city manager believes an infrastructure deployment has been abandoned or discontinued for a continuous period of ninety (90) days, the city manager shall send a notice of abandonment or discontinuation to the permittee stating why the Town believes the infrastructure deployment to be abandoned or discontinued. Failure of the permittee to reply to the city manager in writing within thirty (30) days after receiving, rejecting, or returning the Town's certified letter shall entitle the city manager to make a determination that the infrastructure deployment is, in fact, abandoned or discontinued.

2. Upon declaration of the city manager that the infrastructure deployment is abandoned or discontinued, as to private property, the permittee or owner of the affected real property shall have ninety (90) days from the date of the declaration or a further reasonable time as may be approved by the city manager, within which to complete one of the following actions:
i. Reactivate use of the infrastructure deployment;
ii. Transfer the rights to use the infrastructure deployment to another entity (who shall be subject to all the provisions of this policy) and the entity immediately commences use of the infrastructure deployment; or iii. Remove the infrastructure deployment and any supporting structures installed solely in connection with the infrastructure deployment, and restore the site to be consistent with the then-existing surrounding area.

3. If after the ninety (90) day time period set forth in subsection 1 of this Section none of the required actions in subsections 2.i through 2.iii of this section has occurred, the City Council at a noticed public hearing may declare that the infrastructure deployment is deemed abandoned.

The city manager shall provide notice of such finding to the permittee last known to use the infrastructure deployment and, if applicable, to the owner of the affected private real property, providing thirty (30) days from the date of the notice within which to complete one of the following actions:
i. Reactivate use of the infrastructure deployment, subject to the terms and conditions of the applicable permit;
ii. Transfer the rights to use the infrastructure deployment to another operator (who shall be subject to all the provisions of the Code and this policy); or
iii. Remove the infrastructure deployment and any supporting structures installed solely in connection with the infrastructure deployment, and restore the site to be consistent with the then-existing surrounding area.

4. If there is no reactivation, transfer or removal as set forth in subsection 3 of this Section, the Town may thereafter remove the abandoned infrastructure deployment, repair any and all damages to the premises caused by such removal, and otherwise restore the premises as is -92-
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appropriate to be in compliance with applicable codes. If the Town removes the infrastructure deployment, the Town may, but shall not be required to, store the removed infrastructure deployment or any part thereof, and may use it, sell it or dispose of it in any manner deemed by the Town to be appropriate. The entity that abandoned the infrastructure deployment, or its successor in interest, and if on private property, the private property owner shall be jointly liable for the entire cost of such removal, repair, restoration and storage and shall remit payment to the Town promptly after demand therefor is made. In addition, the city council, at its option, may utilize any financial security required in conjunction with granting the permit to recover such costs.

5. Until the cost of removal, repair, restoration and storage is paid in full, a lien shall be placed on the infrastructure deployment and any related personal property and any private real property on which the infrastructure deployment was located for the full amount of the cost of removal, repair, restoration and storage. The city clerk shall cause the lien to be recorded with the San Mateo County recorder.

P. Transfer. A permittee shall not assign or transfer any interest in its permit(s) for infrastructure deployment(s) without advance written notice to the Town.

The notice shall specify the identity of the assignee or transferee of the permit, as well as the assignee or transferee's address, telephone number, name of primary contact person(s), and other applicable contact information, such as an e-mail address or facsimile number. The new assignee or transferee shall comply with all of the permit's terms and conditions of approval, and shall submit to the Town a written acceptance of the permit's terms and conditions and a written assumption of the obligations thereafter accruing under such permit prior to the date that such assignment or transfer is intended to take effect.

Q. Records. Throughout the permit term, the permittee must maintain a complete and accurate copy of the written administrative record, which includes without limitation the permit application, the approved permit, the approved plans and photo simulations incorporated into the approval, all conditions associated with this approval, any ministerial permits or approvals issued in connection with this approval and any records, memoranda, documents, papers and other correspondence entered into the public record in connection with the permit (collectively, "records"). If the permittee does not maintain such records as required in this condition, any ambiguities or uncertainties that would be resolved by inspecting the missing records will be construed against the permittee. The permittee shall protect all records from damage from fires, floods and other hazards that may cause deterioration.

The permittee may keep records in an electronic format; provided, however, that hard copies or electronic records kept in the Town's regular files will control over any conflicts between such Town-controlled copies or records and the permittee's electronic copies, and complete originals will control over all other copies in any form. The requirements in this condition shall not be construed to create any obligation to create or prepare any records not otherwise required to be created or prepared by other applicable laws. -93-
61236.02002\41096595.1
Compliance with the requirements in this condition shall not excuse the permittee from any other similar record-retention obligations under applicable law.

R. Landscaping. The permittee shall replace any landscape features damaged or displaced by the construction, installation, operation, maintenance or other work performed by the permittee or at the permittee's direction on or about the site. If any trees are damaged or displaced, the permittee shall hire and pay for a licensed arborist to select, plant and maintain replacement landscaping in an appropriate location for the species. Only International Society of Arboriculture certified workers under the supervision of a licensed arborist shall be used to install the replacement tree(s). Any replacement tree must be substantially the same size as the damaged tree. The type, size and location for a replacement tree shall be subject to the city manager's approval. The permittee shall, at all times, be responsible to maintain any replacement landscape features.

S. Reimbursement. The permittee acknowledges and agrees that (i) the permittee's request for authorization to construct, install and/or operate the infrastructure deployment(s) will cause the Town to incur costs and expenses; (ii) the permittee shall be responsible to reimburse the Town for all costs incurred in connection with the permits, which includes without limitation costs related to application review, permit issuance, site inspection and any other costs reasonably related to or caused by the request for authorization to construct, install and/or operate the infrastructure deployment; (iii) any application fees required for the application may not cover all such reimbursable costs and that the permittee shall have the obligation to reimburse Town for all such costs ten (10) days after a written demand for reimbursement and reasonable documentation to support such costs; and (iv) the Town shall have the right to withhold any permits or other approvals in connection with the infrastructure deployment(s) until and unless any outstanding costs have been reimbursed to the Town by the permittee.

T. Town Work. The permittee acknowledges that the Town, in its sole discretion and at any time, may: (i) change any street grade, width or location; (ii) add, remove or otherwise change any improvements in, on, under or along any street owned by the Town or any other public agency, which includes without limitation any sewers, storm drains, conduits, pipes, vaults, boxes, cabinets, poles and utility systems for gas, water, electric or telecommunications; and/or (iii) perform any other work deemed necessary, useful or desirable by the Town (collectively, "Town work"). The Town reserves the rights to do any and all Town work without any admission on its part that the Town would not have such rights without the express reservation in this permit. If the Public Works Director determines that any Town work will require the permittee's infrastructure deployment(s) located in the public rights-of-way to be rearranged and/or relocated, the permittee shall, at its sole cost and expense, do or cause to be done all things necessary to accomplish such rearrangement and/or relocation. If the permittee fails or refuses to either -94-
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permanently or temporarily rearrange and/or relocate the permittee's infrastructure deployment(s) within a reasonable time after the Public Works Director's notice, the Town may (but will not be obligated to) cause the rearrangement or relocation to be performed at the permittee's sole cost and expense. The Town may exercise its rights to rearrange or relocate the permittee's infrastructure deployment(s) without prior notice to permittee when the Public Works Director determines that the Town work is immediately necessary to protect public health or safety. The permittee shall reimburse the Town for all costs and expenses in connection with such work within ten (10) days after a written demand for reimbursement and reasonable documentation to support such costs.

3. Specific Right-of-Way Construction Conditions.

A. Roadway cuts and excavations shall be subject to Hillsborough Municipal Code Section 12.04.130 “Street Preservation”.

B. Work location is in proximity to existing Town sewer and water main. Electrical service shall maintain a minimum 1’ vertical, and 3’ horizontal clearance from sewer and water mains. It is the responsibility of the permittee to ensure the protection of both public and private assets. The permittee will be liable for any damage to properties within the scope of this project.

C. Twenty-four (24) hour notice shall be given to the Town for inspection of all trench work. The notice must be via phone call at (650) 375-7444.

D. Trenches shall be backfilled per Town standard detail C16.

E. The permittee shall not backfill more than 6” sand above gas pipe.

F. The permittee shall not use jackhammer to excavate the paved road. Restoration and paving of the surfaces must comply with the Town of Hillsborough’s standards.

G. The permittee shall comply with the approved traffic control plan. One (1) lane shall remain open to traffic during the course of the project. Full road closures are not permitted for this project. Construction hours are limited between the hours of 8:00am – 5:00pm.

H. The permittee shall provide a written notice to all residents/property owners adjacent and across from construction areas at least one (1) week in advance of the work. The notice shall provide property owners with the date(s) of construction, description of the work, and contact information for the permittee’s (Comcast’s) project staff, including a name and phone number.

I. Access to private driveways shall be maintained at all times. If a private driveway must be temporarily closed to accommodate the work, the permittee shall provide written notification to the residents at least one (1) week in advance. -95-
61236.02002\41096595.1
J. “No Parking” signs shall be posted a minimum of seventy-two (72) hours in advance of the restriction. The date and time of the restrictions shall be clearly posted on the “No Parking” signs.

4. Additional Conditions
A. The permittee shall install bollards or a retaining wall at the Crystal Springs location in consultation with and to the reasonable satisfaction of the City Engineer/Public Works Director and shall maintain the bollards/retaining wall for the life of the permit to the reasonable satisfaction of the Town.

B. The permittee shall paint the cabinets a dark or forest green color and install screening landscaping in consultation with and to the reasonable satisfaction of the City Engineer/Public Works Director and shall maintain the paint and landscaping for the life of the permit to the reasonable satisfaction of the Town.
-96-

TOWN OF HILLSBOROUGH
San Mateo County
1600 Floribunda Avenue
Hillsborough, CA 94010
8 CONSENT CALENDAR

CITY COUNCIL MEETING
APRIL 10, 2023

AGENDA STAFF REPORT
ITEM SUBJECT: OPT INTO THE SETTLEMENT AGREEMENTS WITH WALGREENS CO., WALMART, INC., CVS HEALTH CORPORATION/CVS PHARMACY INC., TEVA PHARMACEUTICAL INDUSTRIALS LTD., AND ALLERGAN FINANCE LLC/ALLERGAN

LIMITED, AGREE TO THE TERMS OF THE STATE-SUBDIVISION AGREEMENTS, AND

AUTHORIZE ENTRY INTO THE STATE-SUBDIVISION AGREEMENTS WITH THE ATTORNEY GENERAL PURSUANT TO CEQA GUIDELINES SECTIONS 15061(B)(3) AND 15378(B)(4) SUMMARY: States and cities across the United States have brought litigation against the three largest pharmaceutical distributors of opioid painkillers, Amerisource Bergen, Cardinal Health, and McKesson (the “Distributors”), and the opioid painkiller manufacturer, Janssen (owned by Johnson & Johnson) (“Janssen”), which has resulted in two proposed settlements totaling approximately $26 billion dollars. The Town opted into the settlements, thereby releasing its claims against the Distributors and Janssen, on December 13, 2021. These settlements were finalized in 2022 and California expects to receive up to $2.2 billion.

The Town of Hillsborough is one of the eligible cities and counties, which received an email about five national opioid settlements with Teva, Allergan, Walgreens, Walmart and CVS (the Settlements). This page provides answers to frequently asked questions regarding the Settlements and the proposed California State Subdivision Agreements. The deadline to join these five Settlements is April 18, 2023.

Cities and counties that join will help bring as much as $1.8 billion to California, which will help communities and families with resources for substance abuse prevention, harm reduction, treatment, and recovery. California Attorney General Rob Bonta, together with the vast majority of state Attorneys General across the country, signed on to the Settlements in December 2022.

Those AGs as well as the lawyers representing thousands of cities and counties in the national opioid litigation strongly encourage signing-on to the Settlements.

Cities and counties that wish to become initial participating subdivisions must sign and submit the participation forms and Proposed California State Subdivision Agreements by the deadline. Cities and counties that anticipate joining but will not be able to submit the required forms by April 18, 2023, should notify the AG’s office by sending an email to OpioidSettlement[email protected] as soon as possible.

California expects to receive up to 9.92% of the national settlement funds. The amount California ultimately receives will depend on how many eligible states and eligible cities and counties join the Settlements. The amounts that California may receive will be divided into three funds: 1) State fund 15%; 2) CA Subdivision Fund 15%; and 3) CA Abatement Accounts Fund 70%. Subdivisions that -97-
Agenda Staff Report - Hillsborough City Council
April 10, 2023

Page 2 ends

join can expect to receive their abatement percentage share of the CA Abatement Accounts Fund as provided to the applicable California State Subdivision Agreement.

FISCAL IMPACT: The City Council’s decision to opt into the settlement agreements will provide distribution of the settlement based on the Town’s weighted allocation percentage of 0.0110029%.

For any funds that would flow to the Town, those funds would be provided to the County, in lieu of the Town, unless the Town indicates a desire to receive the funds 60 days prior to a payment date.

Since the use of funds is limited (substance abuse prevention, harm reduction, treatment, and recovery), it may make more sense for funds to flow to the County who currently provides substance abuse prevention, versus the Town, that does not have a current program in place. Of course, if the use of funds is expanded to include more general uses, the Town can always elect to receive the funds 60 days prior to a payment date.

ENVIRONMENTAL ISSUES: The City Council’s decision to opt into the settlement agreements will not have an impact on the environment pursuant to the California Environmental Quality Act (CEQA) Guidelines 15061(b)(3) and 15378(b)(4) as the City Council will merely be deciding whether it wants to participate in a national settlement that would provide fiscal funding with no connection to any specific project.

ATTACHMENTS: Settlement Agreements
PREPARED BY: Christopher J. Diaz, City Attorney
RECOMMENDATION: Opt into various settlement agreements with opioid distributor, Walgreens Co., Walmart, Inc., CVS Health Corporation/CVS Pharmacy, Inc., Teva Pharmaceutical Industries Ltd., and Allergan Finance, LLC/Allergan Limited by approving and authorizing the City Manager to execute any and all documents necessary to implement the action pursuant to CEQA Guidelines 15061(b)(3) and 15378(b)(4).
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New National Opioids Settlements: Teva, Allergan, CVS, Walgreens, and Walmart Opioids Implementation Administrator
[email protected]
Hillsborough town, CA
Reference Number: CL-387846
TO LOCAL POLITICAL SUBDIVISIONS AND SPECIAL DISTRICTS:

THIS PACKAGE CONTAINS DOCUMENTATION TO PARTICIPATE IN THE NEW NATIONAL OPIOID SETTLEMENTS. YOU MUST TAKE ACTION IN ORDER TO PARTICIPATE.

Deadline: April 18, 2023
Five new proposed national opioid settlements (“New National Opioid Settlements”) have been reached with Teva, Allergan, CVS, Walgreens, and Walmart (“Settling Defendants”). This Participation Package is a follow-up communication to the Notice of National Opioid Settlements recently received electronically by your subdivision or special district (“subdivision”).

You are receiving this Participation Package because California is participating in the following settlements:
 Teva
 Allergan
 CVS
 Walgreens
 Walmart
This electronic envelope includes eleven attachments:
 Participation Forms for Teva, Allergan, CVS, Walgreens, and Walmart, including a release of any claims.
 California State-Subdivision Agreements for Teva, Allergan, CVS, Walgreens, and Walmart.
 Side-letter agreement between California and CVS.

The Participation Form and California Intrastate Allocation Agreement for each settlement must be executed, without alteration, and submitted on or before April 18, 2023, in order for your subdivision to be considered for initial participation calculations and payment eligibility.

The side-letter agreement between California and CVS modifies the CVS National Settlement’s incentive structure for subdivision participation as it applies to California.

Based upon subdivision participation forms received on or before April 18th, the subdivision participation rate will be used to determine whether participation for each deal is sufficient for the settlement to move forward and whether a state earns DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -99-
its maximum potential payment under the settlement. If the settlement moves forward, your release will become effective. If a settlement does not move forward, that release will not become effective.

Any subdivision that does not participate cannot directly share in the settlement funds, even if the subdivision’s state is settling and other participating subdivisions are sharing in settlement funds. Any subdivision that does not participate may also reduce the amount of money for programs to remediate the opioid crisis in its state.

Please note, a subdivision will not necessarily directly receive settlement funds by participating; decisions on how settlement funds will be allocated within a state are subject to intrastate agreements or state statutes.

You are encouraged to discuss the terms and benefits of the New National Opioid Settlements with your city attorney/county counsel, outside counsel representing your city/county on opioid matters, the Attorney General’s Office, and other contacts within your state. Many states are implementing and allocating funds for these new settlements the same as they did for the prior opioid settlements with McKesson, Cardinal, Amerisource, and J&J/Janssen, but states may choose to treat these settlements differently.

Information and documents regarding the New National Opioid Settlements and how they are being implemented in your state and how funds will be allocated within your state allocation can be found on the national settlement website at https://nationalopioidsettlement.com/ and the California Attorney General’s website at https://oag.ca.gov/opioids. These websites will be supplemented as additional documents are created. Please also refer to the Side-Letter Agreement with CVS, which modifies the CVS National Opioid Settlement.

How to return signed forms:

There are three methods for returning the executed Participation Forms and California-State Subdivision Agreements (“Subdivision Agreements”) to the Implementation Administrator:
(1) Electronic Signature via DocuSign: Executing the Participation Forms and the Subdivision Agreements electronically through DocuSign will return the signed forms to the Implementation Administrator and associate your forms with your subdivision’s records. Electronic signature is the most efficient method for returning Participation Forms and Subdivision Agreements, allowing for more timely participation and the potential to meet higher settlement payment thresholds, and is therefore strongly encouraged. (2) Manual Signature returned via DocuSign: DocuSign allows forms to be downloaded, signed manually, then uploaded to DocuSign and returned automatically to the Implementation Administrator. Please be sure to complete all fields and note that execution and return of both the Subdivision Agreement and the Participation Form are required for participation in the corresponding settlement. As with electronic signature, returning manually signed Participation Forms and Subdivision Agreements via DocuSign will associate your signed forms with your subdivision’s records.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -100-
(3) Manual Signature returned via electronic mail: If your subdivision is unable to return executed Participation Forms and Subdivision Agreements using DocuSign, signed Participation Forms and Subdivision Agreements may be returned via electronic mail to [email protected]. Please include the name, state, and reference ID of your subdivision in the body of the email and use the subject line Settlement Participation Forms – [Subdivision Name, Subdivision State] – [Reference ID]. Note that execution and return of both the Subdivision Agreement and the Participation Form are required for participation in the corresponding settlement.

Detailed instructions on how to sign and return the Participation Forms and the Subdivision Agreements, including changing the authorized signer, can be found at https://nationalopioidsettlement.com. You may also contact [email protected].

The sign-on period for subdivisions ends on April 18, 2023.

If you have any questions about executing these forms, please contact your city attorney/county counsel, outside counsel representing your city/county on opioids matters, the Implementation Administrator at [email protected], or the California Attorney General’s Office at opioidsettlement[email protected].

Thank you,
National Opioids Settlements Implementation Administrator The Implementation Administrator is retained to provide the settlement notice required by the respective settlement agreements referenced above and to manage the collection of settlement participation forms for each settlement.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -101-

EXHIBIT K
Subdivision and Special District Settlement Participation Form Will your subdivision or special district be signing the settlement participation forms for the Allergan and Teva Settlements at this time?
[ ] Yes_ta [ ] No_ta
Governmental Entity: Hillsborough town State: CA
Authorized Signatory: /officialname_teva_allergan/
Address 1: /address1_teva_allergan/
Address 2: /address2_teva_allergan/
City, State, Zip: /cit_ta/ /state_ta/ /zi_ta/
Phone: /phone_teva_allergan/
Email: /email_teva_allergan/
The governmental entity identified above (“Governmental Entity”), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Agreement dated November 22, 2022 (“Allergan Settlement”), and acting through the undersigned authorized official, hereby elects to participate in the Allergan Settlement, release all Released Claims against all Released Entities, and agrees as follows.

1. The Governmental Entity is aware of and has reviewed the Allergan Settlement, understands that all terms in this Election and Release have the meanings defined therein, and agrees that by this Election, the Governmental Entity elects to participate in the Allergan Settlement as provided therein.

2. Following the execution of this Settlement Participation Form, the Governmental Entity shall comply with Section III.B of the Allergan Settlement regarding Cessation of Litigation Activities.

3. The Governmental Entity shall, within fourteen (14) days of the Reference Date and prior to the filing of the Consent Judgment, file a request to dismiss with prejudice any Released Claims that it has filed. With respect to any Released Claims pending in In re National Prescription Opiate Litigation, MDL No. 2804, the Governmental Entity authorizes the MDL Plaintiffs’ Executive Committee to execute and file on behalf of the Governmental Entity a Stipulation of Dismissal With Prejudice substantially in the form found at https://nationalopioidsettlement.com.

4. The Governmental Entity agrees to the terms of the Allergan Settlement pertaining to Subdivisions and Special Districts as defined therein.

5. By agreeing to the terms of the Allergan Settlement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after the Effective Date.

6. The Governmental Entity agrees to use any monies it receives through the Allergan Settlement solely for the purposes provided therein.
1 DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -102-

7. The Governmental Entity submits to the jurisdiction of the court in the Governmental Entity’s state where the Consent Judgment is filed for purposes limited to that court’s role as provided in, and for resolving disputes to the extent provided in, the Allergan Settlement.

8. The Governmental Entity has the right to enforce the Allergan Settlement as provided therein.

9. The Governmental Entity, as a Participating Subdivision or Participating Special District, hereby becomes a Releasor for all purposes in the Allergan Settlement, including, but not limited to, all provisions of Section V (Release), and along with all departments, agencies, divisions, boards, commissions, Subdivisions, districts, instrumentalities of any kind and attorneys, and any person in their official capacity whether elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, and any other entity identified in the definition of Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the Governmental Entity hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist in bringing, or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in the Allergan Settlement are intended to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the Governmental Entity to release claims. The Allergan Settlement shall be a complete bar to any Released Claim.

10. The Governmental Entity hereby takes on all rights and obligations of a Participating Subdivision or Participating Special District as set forth in the Allergan Settlement.

11. In connection with the releases provided for in the Allergan Settlement, each Governmental Entity expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads:

General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Governmental Entity hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Governmental Entities’ decision to participate in the Allergan Settlement.

12. Nothing herein is intended to modify in any way the terms of the Allergan Settlement, to which the Governmental Entity hereby agrees. To the extent this Settlement Participation Form is interpreted differently from the Allergan Settlement in any respect, the Allergan Settlement controls.
2 DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -103-
I have all necessary power and authorization to execute this Settlement Participation Form on behalf of the Governmental Entity.

Signature: /signer_1_teva_allergan/
Name: /name_1_teva_allergan/
Title: /title_1_teva_allergan/
Date: /date_1_teva_allergan/
3 DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -104-
Exhibit K
Subdivision and Special District Settlement Participation Form Governmental Entity: Hillsborough town State: CA
Authorized Signatory: /officialname_teva_allergan/
Address 1: /address1_teva_allergan/
Address 2: /address2_teva_allergan/
City, State, Zip: /cit_ta/ /state_ta/ /zi_ta/
Phone: /phone_teva_allergan/
Email: /email_teva_allergan/
The governmental entity identified above (“Governmental Entity”), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Agreement dated November 22, 2022 (“Teva Settlement”), and acting through the undersigned authorized official, hereby elects to participate in the Teva Settlement, release all Released Claims against all Released Entities, and agrees as follows.

1. The Governmental Entity is aware of and has reviewed the Teva Settlement, understands that all terms in this Election and Release have the meanings defined therein, and agrees that by this Election, the Governmental Entity elects to participate in the Teva Settlement as provided therein.

2. Following the execution of this Settlement Participation Form, the Governmental Entity shall comply with Section III.B of the Teva Settlement regarding Cessation of Litigation Activities.

3. The Governmental Entity shall, within 14 days of the Reference Date and prior to the filing of the Consent Judgment, file a request to dismiss with prejudice any Released Claims that it has filed. With respect to any Released Claims pending in In re National Prescription Opiate Litigation, MDL No. 2804, the Governmental Entity authorizes the Plaintiffs’ Executive Committee to execute and file on behalf of the Governmental Entity a Stipulation of Dismissal With Prejudice substantially in the form found at https://nationalopioidsettlement.com.

4. The Governmental Entity agrees to the terms of the Teva Settlement pertaining to Subdivisions as defined therein.

5. By agreeing to the terms of the Teva Settlement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after the Effective Date.

6. The Governmental Entity agrees to use any monies it receives through the Teva Settlement solely for the purposes provided therein.

8. The Governmental Entity has the right to enforce the Teva Settlement as provided therein.

9. The Governmental Entity, as a Participating Subdivision or Participating Special District, hereby becomes a Releasor for all purposes in the Teva Settlement, including but not limited to all provisions of Section V (Release), and along with all departments, agencies, divisions, boards, commissions, districts, instrumentalities of any kind and attorneys, and any person in their official capacity elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, and any other entity identified in the definition of Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the Governmental Entity hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in the Teva Settlement are intended by Released Entitles and the Governmental Entity to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the Governmental Entity to release claims. The Teva Settlement shall be a complete bar to any Released Claim.

10. The Governmental Entity hereby takes on all rights and obligations of a Participating Subdivision or Participating Special District as set forth in the Teva Settlement.

11. In connection with the releases provided for in the Teva Settlement, each Governmental Entity expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads:

12. Nothing herein is intended to modify in any way the terms of the Teva Settlement, to which Governmental Entity hereby agrees. To the extent this Election and Release is interpreted differently from the Teva Settlement in any respect, the Teva Settlement controls. 2 DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -106-
I have all necessary power and authorization to execute this Election and Release on behalf of the Governmental Entity.

Signature: /signer_1_teva_allergan/
Name: /name_1_teva_allergan/
Title: /title_1_teva_allergan/
Date: /date_1_teva_allergan/
3 DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -107-

EXHIBIT K
Subdivision Participation and Release Form
Will your subdivision or special district be signing the settlement participation form for the CVS Settlement at this time?
[ ] Yes_cv [ ] No_cv
Governmental Entity: Hillsborough town State: CA
Authorized Signatory: /officialname_cvs/
Address 1: /address1_cvs/
Address 2: /address2_cvs/
City, State, Zip: /cit_cv/ /state_cv/ /zi_cv/
Phone: /phone_cvs/
Email: /email_cvs/
The governmental entity identified above (“Governmental Entity”), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated December 9, 2022 (“CVS Settlement”), and acting through the undersigned authorized official, hereby elects to participate in the CVS Settlement, release all Released Claims against all Released Entities, and agrees as follows.

1. The Governmental Entity is aware of and has reviewed the CVS Settlement, understands that all terms in this Participation and Release Form have the meanings defined therein, and agrees that by executing this Participation and Release Form, the Governmental Entity elects to participate in the CVS Settlement and become a Participating Subdivision as provided therein.

2. The Governmental Entity shall promptly, and in any event no later than 14 days after the Reference Date and prior to the filing of the Consent Judgment, dismiss with prejudice any Released Claims that it has filed. With respect to any Released Claims pending in In re National Prescription Opiate Litigation, MDL No. 2804, the Governmental Entity authorizes the Plaintiffs’ Executive Committee to execute and file on behalf of the Governmental Entity a Stipulation of Dismissal with Prejudice substantially in the form found at https://nationalopioidsettlement.com.

3. The Governmental Entity agrees to the terms of the CVS Settlement pertaining to Participating Subdivisions as defined therein.

4. By agreeing to the terms of the CVS Settlement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after the Effective Date.

5. The Governmental Entity agrees to use any monies it receives through the CVS Settlement solely for the purposes provided therein.
1 DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -108-

6. The Governmental Entity submits to the jurisdiction of the court in the Governmental Entity’s state where the Consent Judgment is filed for purposes limited to that court’s role as provided in, and for resolving disputes to the extent provided in, the CVS Settlement. The Governmental Entity likewise agrees to arbitrate before the National Arbitration Panel as provided in, and for resolving disputes to the extent otherwise provided in, the CVS Settlement.

7. The Governmental Entity has the right to enforce the CVS Settlement as provided therein.

8. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all purposes in the CVS Settlement, including without limitation all provisions of Section XI (Release), and along with all departments, agencies, divisions, boards, commissions, districts, instrumentalities of any kind and attorneys, and any person in their official capacity elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, and any other entity identified in the definition of Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the Governmental Entity hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in the CVS Settlement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the Governmental Entity to release claims. The CVS Settlement shall be a complete bar to any Released Claim.

9. The Governmental Entity hereby takes on all rights and obligations of a Participating Subdivision as set forth in the CVS Settlement.

10. In connection with the releases provided for in the CVS Settlement, each Governmental Entity expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads:

General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release that, if known by him or her would have materially affected his or her settlement with the debtor or released party.

11. Nothing herein is intended to modify in any way the terms of the CVS Settlement, to which Governmental Entity hereby agrees. To the extent this Participation and Release Form is interpreted differently from the CVS Settlement in any respect, the CVS Settlement controls.

I have all necessary power and authorization to execute this Participation and Release Form on behalf of the Governmental Entity.

Signature: /signer_1_cvs/
Name: /name_1_cvs/
Title: /title_1_cvs/
Date: /date_1_cvs/
3 DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -110-

EXHIBIT K
Subdivision Participation and Release Form
Will your subdivision or special district be signing the settlement participation form for the Walgreens Settlement at this time?
[ ] Yes_wg [ ] No_wg
Governmental Entity: Hillsborough town State: CA
Authorized Signatory: /officialname_walgreens/
Address 1: /address1_ walgreens/
Address 2: /address2_ walgreens/
City, State, Zip: /cit_wg/ /state_wg/ /zi_wg/
Phone: /phone_walgreens/
Email: /email_walgreens/
The governmental entity identified above (“Governmental Entity”), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated December 9, 2022 (“Walgreens Settlement”), and acting through the undersigned authorized official, hereby elects to participate in the Walgreens Settlement, release all Released Claims against all Released Entities, and agrees as follows.

1. The Governmental Entity is aware of and has reviewed the Walgreens Settlement, understands that all terms in this Participation and Release Form have the meanings defined therein, and agrees that by executing this Participation and Release Form, the Governmental Entity elects to participate in the Walgreens Settlement and become a Participating Subdivision as provided therein.

3. The Governmental Entity agrees to the terms of the Walgreens Settlement pertaining to Participating Subdivisions as defined therein.

4. By agreeing to the terms of the Walgreens Settlement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after the Effective Date.

5. The Governmental Entity agrees to use any monies it receives through the Walgreens Settlement solely for the purposes provided therein.
1 DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -111-

6. The Governmental Entity submits to the jurisdiction of the court in the Governmental Entity’s state where the Consent Judgment is filed for purposes limited to that court’s role as provided in, and for resolving disputes to the extent provided in, the Walgreens Settlement. The Governmental Entity likewise agrees to arbitrate before the National Arbitration Panel as provided in, and for resolving disputes to the extent otherwise provided in, the Walgreens Settlement.

7. The Governmental Entity has the right to enforce the Walgreens Settlement as provided therein.

8. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all purposes in the Walgreens Settlement, including without limitation all provisions of Section XI (Release), and along with all departments, agencies, divisions, boards, commissions, districts, instrumentalities of any kind and attorneys, and any person in their official capacity elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, and any other entity identified in the definition of Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the Governmental Entity hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in the Walgreens Settlement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the Governmental Entity to release claims. The Walgreens Settlement shall be a complete bar to any Released Claim.

9. The Governmental Entity hereby takes on all rights and obligations of a Participating Subdivision as set forth in the Walgreens Settlement.

10. In connection with the releases provided for in the Walgreens Settlement, each Governmental Entity expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads:

General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release that, if known by him or her would have materially affected his or her settlement with the debtor or released party.

11. Nothing herein is intended to modify in any way the terms of the Walgreens Settlement, to which Governmental Entity hereby agrees. To the extent this Participation and Release Form is interpreted differently from the Walgreens Settlement in any respect, the Walgreens Settlement controls.

I have all necessary power and authorization to execute this Participation and Release Form on behalf of the Governmental Entity.

Signature: /signer_1_walgreens/
Name: /name_1_walgreens/
Title: /title_1_walgreens/
Date: /date_1_walgreens/
3 DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -113-

EXHIBIT K
Subdivision Participation Form
Will your subdivision or special district be signing the settlement participation form for the Walmart Settlement at this time?
[ ] Yes_wm [ ] No_wm
Governmental Entity: Hillsborough town State: CA
Authorized Official: /officialname_walmart/
Address 1: /address1_walmart/
Address 2: /address2_walmart/
City, State, Zip: /cit_wm/ /state_wm/ /zi_wm/
Phone: /phone_walmart/
Email: /email_walmart/
The governmental entity identified above (“Governmental Entity”), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated November 14, 2022 (“Walmart Settlement”), and acting through the undersigned authorized official, hereby elects to participate in the Walmart Settlement, release all Released Claims against all Released Entities, and agrees as follows.

1. The Governmental Entity is aware of and has reviewed the Walmart Settlement, understands that all terms in this Election and Release have the meanings defined therein, and agrees that by this Election, the Governmental Entity elects to participate in the Walmart Settlement and become a Participating Subdivision as provided therein.

2. The Governmental Entity shall promptly, and in any event within 14 days of the Effective Date and prior to the filing of the Consent Judgment, dismiss with prejudice any Released Claims that it has filed. With respect to any Released Claims pending in In re National Prescription Opiate Litigation, MDL No. 2804, the Governmental Entity authorizes the Plaintiffs’ Executive Committee to execute and file on behalf of the Governmental Entity a Stipulation of Dismissal With Prejudice substantially in the form found at https://nationalopioidsettlement.com/.

3. The Governmental Entity agrees to the terms of the Walmart Settlement pertaining to Subdivisions as defined therein.

4. By agreeing to the terms of the Walmart Settlement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after the Effective Date.

5. The Governmental Entity agrees to use any monies it receives through the Walmart Settlement solely for the purposes provided therein.
1 DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -114-

7. The Governmental Entity has the right to enforce the Walmart Settlement as provided therein.

8. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all purposes in the Walmart Settlement, including but not limited to all provisions of Section X (Release), and along with all departments, agencies, divisions, boards, commissions, districts, instrumentalities of any kind and attorneys, and any person in their official capacity elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, and any other entity identified in the definition of Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the Governmental Entity hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in the Walmart Settlement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the Governmental Entity to release claims. The Walmart Settlement shall be a complete bar to any Released Claim.

9. In connection with the releases provided for in the Walmart Settlement, each Governmental Entity expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads:

10. Nothing herein is intended to modify in any way the terms of the Walmart Settlement, to which Governmental Entity hereby agrees. To the extent this Election and Release is interpreted differently from the Walmart Settlement in any respect, the Walmart Settlement controls.
2 DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -115-
I have all necessary power and authorization to execute this Election and Release on behalf of the Governmental Entity.

Signature: /signer_1_walmart/
Name: /name_1_walmart/
Title: /title_1_walmart/
Date: /date_1_walmart/
3 DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -116-
1 Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – Allergan Settlement

1. Introduction
Pursuant to the Allergan Settlement Agreement, dated as of November 22, 2022, and any revision thereto (the “Allergan Settlement Agreement”), including Section VIII and Exhibit O, the State of California proposes this agreement (the “CA Allergan Allocation Agreement”) to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections VI, VII, and VIII of the Allergan Settlement Agreement. For the avoidance of doubt, this agreement does not apply to payments made pursuant to Sections XII or XIII of the Allergan Settlement Agreement.

Pursuant to Exhibit O, Paragraph 4, of the Allergan Settlement Agreement, acceptance of this CA Allergan Allocation Agreement is a requirement to be an Initial Participating Subdivision.1 Further, pursuant to Sections X.B and X.C of the Teva Settlement Agreement and Sections IX.B and IX.C of the Allergan Settlement Agreement, eligible Subdivisions must participate in both the Teva Settlement Agreement and Allergan Settlement Agreement, or neither.2

2. Definitions
a) CA Participating Subdivision means a Participating Subdivision that is also (a) a Plaintiff Subdivision and/or (b) a Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts) and/or Exhibit I to the Allergan Settlement Agreement. b) Teva Settlement Agreement means the Teva Settlement Agreement dated November 22, 2022, and any revision thereto.
c) CVS Settlement Agreement means the CVS Settlement Agreement dated December 9, 2022, and any revision thereto as well as any modification thereto entered into by the State of California and CVS.
d) Distributor Settlement Agreement means the Distributor Settlement Agreement dated July 21, 2021, and any revision thereto.
e) Janssen Settlement Agreement means the Janssen Settlement Agreement dated July 21, 2021, and any revision thereto.
1 A parallel but separate agreement (the “CA Teva Allocation Agreement”) will govern the allocation, distribution, and use of settlement fund payments under the Teva Settlement Agreement.
2 However, if Teva enters bankruptcy prior to the Effective Date, an eligible Subdivision can choose to only join the Allergan Settlement Agreement.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -117-
2 f) Walgreens Settlement Agreement means the Walgreens Settlement Agreement dated December 9, 2022, and any revision thereto.
g) Walmart Settlement Agreement means the Walmart Settlement Agreement dated November 14, 2022, and any revision thereto.
h) CA Litigating Special District means a Litigating Special District located in California. CA Litigating Special Districts include Downey Unified School District, Elk Grove Unified School District, Kern High School District, Montezuma Fire Protection District (located in Stockton, California), Santa Barbara San Luis Obispo Regional Health Authority, Inland Empire Health Plan, Health Plan of San Joaquin, San Leandro Unified School District, Pleasant Valley School District Board, and LA Care Health Plan.
i) Plaintiff Subdivision means a Subdivision located in California, other than a CA Litigating Special District, that filed a lawsuit, on behalf of the Subdivision and/or through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. j) Opioid Defendant means any defendant (including but not limited to Teva Pharmaceutical Industries Ltd., Allergan Finance, LLC, Allergan Limited, CVS Health Corporation, CVS Pharmacy, Inc., Walgreen Co., Walmart Inc., Johnson & Johnson, Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health, Inc., AmerisourceBergen Corporation, and McKesson Corporation) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020.

3. General Terms
This agreement is subject to the requirements of the Allergan Settlement Agreement, as well as applicable law, and the Allergan Settlement Agreement governs over any inconsistent provision of this CA Allergan Allocation Agreement. Terms used in this CA Allergan Allocation Agreement have the same meaning as in the Allergan Settlement Agreement unless otherwise defined herein.

Pursuant to Section VIII(E)(1) of the Allergan Settlement Agreement, (a) all Settlement Fund payments will be used for Opioid Remediation, except as allowed by Section VIII(C) of the Allergan Settlement Agreement; and (b) at least seventy percent (70%) of Settlement Fund payment amounts will be used solely for future Opioid Remediation.

4. State Allocation
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -118-
3 The Settlement Fund payments to California,3 pursuant to the Allergan Settlement Agreement, shall be allocated as follows: 15% to the State Fund; 70% to the Abatement Accounts Fund; and 15% to the Subdivision Fund. For the avoidance of doubt, all funds allocated to California from the Settlement Fund shall be combined pursuant to this CA Allergan Allocation Agreement, and 15% of that total shall be allocated to the State of California (the “State of California Allocation”), 70% to the California Abatement Accounts Fund (“CA Abatement Accounts Fund”), and 15% to the California Subdivision Fund (“CA Subdivision Fund”).

A. State of California Allocation
Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by the State for future Opioid Remediation.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -119-
4 CA Abatement Accounts Funds) and reported on in accordance with Section 4.B.iii (CA Abatement Accounts Fund Oversight).
d) A city within a county that is a CA Participating Subdivision may opt in or out of direct payment at any time, and it may also elect direct payment of only a portion of its share, with the remainder going to the county, by providing notice to the Settlement Fund Administrator at least 60 days prior to a Payment Date. For purposes of this CA Allergan Allocation Agreement, the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions.
e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Allergan Settlement Agreement and this CA Allergan Allocation Agreement shall be transferred to the State; provided however, that CA Participating Subdivisions have seven years to expend or encumber CA Abatement Accounts Funds designated to support capital outlay projects before they must be transferred to the State. This provision shall not apply to the Cost Reimbursement Funds, which shall be controlled by Appendix 2.
ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E to the Allergan Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA Participating Subdivision from the Abatement Accounts Fund in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction; and/or
(5) interventions to prevent drug addiction in vulnerable youth.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -120-
5 c) The California Department of Health Care Services (“DHCS”) may add to this list (but not delete from it) by designating additional High Impact Abatement Activities. DHCS will make reasonable efforts to consult with stakeholders, including the CA Participating Subdivisions, before adding additional High Impact Abatement Activities to this list. d) For the avoidance of doubt, and subject to the requirements of the Allergan Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures, or otherwise work in collaboration with, federal, state, local, tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund. Further, provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Allergan Settlement Agreement and this CA Allergan Allocation Agreement, a county and any cities or towns within the county may agree to reallocate their respective shares of the CA Abatement Accounts Funds among themselves, provided that any direct distribution may only be to a CA Participating Subdivision and any CA Participating Subdivision must agree to their share being reallocated.
iii. CA Abatement Accounts Fund Oversight
a) Pursuant to Section 5 below, CA Participating Subdivisions receiving settlement funds must prepare and file reports annually regarding the use of those funds. DHCS may regularly review the reports prepared by CA Participating Subdivisions about the use of CA Abatement Accounts Funds for compliance with the Allergan Settlement Agreement and this CA Allergan Allocation Agreement.
b) If DHCS determines that a CA Participating Subdivision’s use of CA Abatement Accounts Funds is inconsistent with the Allergan Settlement Agreement or this CA Allergan Allocation Agreement, whether through review of reports or information from any other sources, DHCS shall send a request to meet and confer with the CA Participating Subdivision. The parties shall meet and confer in an effort to resolve the concern.
c) If the parties are unable to reach a resolution, DHCS may conduct an audit of the Subdivision’s use of the CA Abatement Accounts Funds within one year of the request to meet and confer, unless the parties mutually agree in writing to extend the meet and confer time frame.
d) If the concern still cannot be resolved, the State may bring a motion or action in the court where the State has filed its Consent Judgment to resolve the concern or otherwise DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -121-
6 enforce the requirements of the Allergan Settlement Agreement or this CA Allergan Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds, more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement.
e) Notwithstanding the foregoing, this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities, or to pursue administrative, civil, or criminal enforcement actions.

C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Allergan Settlement Agreement and this CA Allergan Allocation Agreement, to fund future Opioid Remediation and reimburse past opioid-related expenses, which may include fees and expenses related to litigation, and to pay the reasonable fees and expenses of the Special Master as set forth in Appendix 2.

The CA Subdivision Funds will be allocated as follows:
a) First, funds in the CA Subdivision Fund shall be used to pay the Special Master’s reasonable fees and expenses in accordance with the procedures and limitations set forth in Appendix 2 to this document;
b) Second, funds will be allocated to Plaintiff Subdivisions that are Initial Participating Subdivisions that have been awarded Costs, as defined by and in accordance with the procedures and limitations set forth in Appendix 2 to this document. c) Funds remaining in the CA Subdivision Fund, which shall consist of no less than 50% of the total CA Subdivision Fund received in any year pursuant to Appendix 2, Section 2.c.v, will be distributed to Plaintiff Subdivisions that are Initial Participating Subdivisions, in relative proportion to the Local Allocation. These funds shall be used to fund future opioid-related projects and to reimburse past opioid-related expenses, which may include fees and expenses related to litigation against any Opioid Defendant.

D. Provision for State Back-Stop Agreement
On August 6, 2021, Judge Dan Polster of the U.S. District Court, Northern District of Ohio, Eastern Division, issued an order (ECF Docket Number 3814) (“MDL Fees Order”) in the National Prescription Opiate Litigation (MDL No. 2804) “cap[ping] all applicable contingent fee agreements at 15%.” Private counsel representing Plaintiff Subdivisions should seek its DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -122-
7 contingency fees and costs from the Attorney Fee Fund or Cost Funds under the Teva Settlement Agreement and Allergan Settlement Agreement, and, if applicable, the CVS Settlement Agreement, Distributor Settlement Agreement, Janssen Settlement Agreement, Walgreens Settlement Agreement, and Walmart Settlement Agreement.

Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Allergan Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

To effectuate a State Back-Stop Agreement pursuant to this section, an agreement in the form of Appendix 3 may be entered into by a Plaintiff Subdivision, private counsel, and the California Office of the Attorney General. The California Office of the Attorney General shall, upon the request of a Plaintiff Subdivision, execute any agreement executed by a Plaintiff Subdivision and its private counsel if it is in the form of Appendix 3. The California Office of the Attorney General will also consider requests from Plaintiff Subdivisions to execute and enter into agreements presented in other forms.

For the avoidance of doubt, this agreement does not require a Plaintiff Subdivision to request or enter into a State Back-Stop Agreement, and no State Back-Stop Agreement shall impose any duty or obligation on the State of California or any of its agencies or officers, including without limitation the Attorney General.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -123-
8 c) The State and all CA Participating Subdivisions receiving CA Abatement Accounts Funds will track all deposits and expenditures. Each such subdivision is responsible solely for the CA Abatement Accounts Funds it receives. A county is not responsible for oversight, reporting, or monitoring of CA Abatement Accounts Funds received by a city within that county that receives direct payment. Unless otherwise exempt, Subdivisions’ expenditures and uses of CA Abatement Accounts Funds and other Settlement Funds will be subject to the normal budgetary and expenditure process of the Subdivision. d) Each Plaintiff Subdivision receiving CA Subdivision Funds will track all deposits and expenditures, as required by the Allergan Settlement Agreement and this CA Allergan Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from the CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report, the amount and how such funds were used, including if used to pay attorneys’ fees, investigation costs, or litigation costs. Pursuant to Section VIII(C) of the Allergan Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and Allergan. e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.

6. Miscellaneous
a) The State or any CA Participating Subdivision may bring a motion or action in the court where the State has filed its Consent Judgment to enforce the requirements of this CA Allergan Allocation Agreement. Before filing such a motion or action the State will meet and confer with any CA Participating Subdivision that is the subject of the anticipated motion or action, and vice versa.
b) Except as provided in the Allergan Settlement Agreement, this CA Allergan Allocation Agreement is not enforceable by any party other than the State and the CA Participating Subdivisions. It does not confer any rights or remedies upon, and shall not be enforceable by, any third party.
c) Except as provided in the CA Allergan Allocation Agreement, if any provision of this agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this agreement, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the Allergan Settlement Agreement, this agreement shall be governed by and interpreted in accordance with the laws of California.

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9 The undersigned, Hillsborough town, ACKNOWLEDGES acceptance of this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Allergan Settlement is a requirement to be an Initial Participating Subdivision in the Allergan Settlement and ACCEPTS this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Allergan Settlement. EXECUTED on /date_1_teva_allergan/.

Signature: /signer_1_teva_allergan/
Name: /name_1_teva_allergan/
Title: /title_1_teva_allergan/
Date: /date_1_teva_allergan/
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -125-
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Allergan Settlement, whereas the percentages shown in the Abatement Percentage column should not change. Participating Subdivisions, underlying calculations, and the calculated allocation percentages are subject to change.

Regarding the column herein entitled “Abatement Percentage,” pursuant to Section 4.B.e., the State of California will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.

Regarding the column herein entitled “Plaintiff Subdivision Percentage,” payments allocated to a Plaintiff Subdivision, which is not an Initial Participating Subdivision, will be re-allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions.

Regarding the column herein entitled “Abatement Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the California Abatement Account Funds received, pursuant to Section 4.B. Regarding the column herein entitled “Plaintiff Subdivision Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the California Subdivision Funds received, pursuant to Section 4.C. Regarding the column herein entitled “Weighted Allocation Percentage,” the annotation of “100%” refers to onehundred percent (100%) of the combined and weighted allocation of the Abatement Percentage and the Plaintiff Subdivision Percentage.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -126- APPENDIX 1
1 of 15
100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2.4237952%
City Alameda Alameda 0.069% 0.0570162%
City Albany Alameda 0.013% 0.0107768%
City Berkeley Alameda 0.152% 0.1249656%
City Dublin Alameda 0.033% 0.040% 0.0338810%
City Emeryville Alameda 0.023% 0.0185765%
City Fremont Alameda 0.108% 0.0888576%
City Hayward Alameda 0.117% 0.0966218%
City Livermore Alameda 0.054% 0.0446740%
City Newark Alameda 0.026% 0.0217626%
City Oakland Alameda 0.486% 0.595% 0.5055601%
City Piedmont Alameda 0.014% 0.0114064%
City Pleasanton Alameda 0.067% 0.0554547%
City San Leandro Alameda 0.039% 0.0321267%
City Union City Alameda 0.043% 0.0352484%
County Amador County Amador 0.226% 0.277% 0.2349885%
County Butte County Butte 1.615% 1.975% 1.6783178%
City Chico Butte 0.216% 0.264% 0.2246499%
City Oroville Butte 0.079% 0.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0.2351644% County Colusa County Colusa 0.059% 0.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2.1844585% City Antioch Contra Costa 0.037% 0.0301879%
City Brentwood Contra Costa 0.026% 0.0215339%
City Clayton Contra Costa 0.002% 0.0018060%
City Concord Contra Costa 0.055% 0.0456676%
City Danville Contra Costa 0.010% 0.0082255%
City El Cerrito Contra Costa 0.023% 0.0189024%
City Hercules Contra Costa 0.010% 0.0078273%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -127- APPENDIX 1
2 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0.0046030%
City Martinez Contra Costa 0.012% 0.0098593%
City Moraga Contra Costa 0.004% 0.0031007%
City Oakley Contra Costa 0.010% 0.0079416%
City Orinda Contra Costa 0.005% 0.0038157%
City Pinole Contra Costa 0.013% 0.0110909%
City Pittsburg Contra Costa 0.053% 0.0436369%
City Pleasant Hill Contra Costa 0.013% 0.0106309%
City Richmond Contra Costa 0.146% 0.1201444%
City San Pablo Contra Costa 0.018% 0.0148843%
City San Ramon Contra Costa 0.021% 0.0176459%
City Walnut Creek Contra Costa 0.026% 0.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0.1189608% County El Dorado County El Dorado 0.768% 0.939% 0.7980034% City Placerville El Dorado 0.015% 0.0127642%
City South Lake Tahoe El Dorado 0.081% 0.0665456%
County Fresno County Fresno 1.895% 2.318% 1.9693410%
City Clovis Fresno 0.065% 0.0536211%
City Coalinga Fresno 0.012% 0.0098554%
City Fresno Fresno 0.397% 0.3270605%
City Kerman Fresno 0.005% 0.0042534%
City Kingsburg Fresno 0.008% 0.0066167%
City Mendota Fresno 0.002% 0.0019387%
City Orange Cove Fresno 0.004% 0.0035607%
City Parlier Fresno 0.008% 0.0069755%
City Reedley Fresno 0.012% 0.0098804%
City Sanger Fresno 0.018% 0.0146135%
City Selma Fresno 0.015% 0.0127537%
County Glenn County Glenn 0.107% 0.131% 0.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1.0703185% DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -128- APPENDIX 1
3 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0.0447660%
City Eureka Humboldt 0.117% 0.143% 0.1216284%
City Fortuna Humboldt 0.032% 0.0266837%
County Imperial County Imperial 0.258% 0.315% 0.2679006% City Brawley Imperial 0.011% 0.0087986%
City Calexico Imperial 0.019% 0.0152799%
City El Centro Imperial 0.158% 0.1302522%
City Imperial Imperial 0.006% 0.0048791%
County Inyo County Inyo 0.073% 0.089% 0.0754413%
County Kern County Kern 2.517% 3.079% 2.6159145%
City Arvin Kern 0.006% 0.0046425%
City Bakersfield Kern 0.212% 0.1747198%
City California City Kern 0.009% 0.0070820%
City Delano Kern 0.030% 0.0249316%
City McFarland Kern 0.003% 0.0025644%
City Ridgecrest Kern 0.015% 0.0120938%
City Shafter Kern 0.013% 0.0103417%
City Tehachapi Kern 0.009% 0.0073580%
City Wasco Kern 0.008% 0.0069861%
County Kings County Kings 0.293% 0.2413469%
City Avenal Kings 0.007% 0.0056335%
City Corcoran Kings 0.013% 0.0107032%
City Hanford Kings 0.027% 0.0226038%
City Lemoore Kings 0.016% 0.0131900%
County Lake County Lake 0.795% 0.6545389%
City Clearlake Lake 0.041% 0.050% 0.0426253%
City Lakeport Lake 0.021% 0.026% 0.0222964%
County Lassen County Lassen 0.319% 0.391% 0.3320610%
City Susanville Lassen 0.027% 0.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 14.4437559% DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -129- APPENDIX 1
4 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Agoura Hills Los Angeles 0.005% 0.0040024%
City Alhambra Los Angeles 0.042% 0.0343309%
City Arcadia Los Angeles 0.033% 0.0267718%
City Artesia Los Angeles 0.001% 0.0005100%
City Azusa Los Angeles 0.026% 0.0210857%
City Baldwin Park Los Angeles 0.027% 0.0218520%
City Bell Los Angeles 0.008% 0.0068783%
City Bellflower Los Angeles 0.002% 0.0014485%
City Bell Gardens Los Angeles 0.014% 0.0114301%
City Beverly Hills Los Angeles 0.065% 0.0534897%
City Burbank Los Angeles 0.100% 0.0823132%
City Calabasas Los Angeles 0.006% 0.0048948%
City Carson Los Angeles 0.019% 0.0159805%
City Cerritos Los Angeles 0.005% 0.0039682%
City Claremont Los Angeles 0.010% 0.0082584%
City Commerce Los Angeles 0.000% 0.0002971%
City Compton Los Angeles 0.044% 0.0361882%
City Covina Los Angeles 0.028% 0.0229127%
City Cudahy Los Angeles 0.001% 0.0006020%
City Culver City Los Angeles 0.055% 0.0449894%
City Diamond Bar Los Angeles 0.001% 0.0006993%
City Downey Los Angeles 0.052% 0.0429994%
City Duarte Los Angeles 0.003% 0.0027261%
City El Monte Los Angeles 0.031% 0.038% 0.0318985%
City El Segundo Los Angeles 0.033% 0.0268020%
City Gardena Los Angeles 0.034% 0.0278088%
City Glendale Los Angeles 0.166% 0.1366586%
City Glendora Los Angeles 0.016% 0.0134411%
City Hawaiian Gardens Los Angeles 0.005% 0.0040549%
City Hawthorne Los Angeles 0.050% 0.0407833%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -130- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Cañada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811%
City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -131- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City San Dimas Los Angeles 0.003% 0.0022016%
City San Fernando Los Angeles 0.013% 0.0104837%
City San Gabriel Los Angeles 0.018% 0.0147726%
City San Marino Los Angeles 0.009% 0.0073791%
City Santa Clarita Los Angeles 0.022% 0.0178167%
City Santa Fe Springs Los Angeles 0.031% 0.0257531%
City Santa Monica Los Angeles 0.158% 0.1298513%
City Sierra Madre Los Angeles 0.006% 0.0048646%
City Signal Hill Los Angeles 0.010% 0.0084884%
City South El Monte Los Angeles 0.005% 0.0039603%
City South Gate Los Angeles 0.020% 0.0166272%
City South Pasadena Los Angeles 0.012% 0.0095334%
City Temple City Los Angeles 0.005% 0.0039498%
City Torrance Los Angeles 0.112% 0.0919820%
City Walnut Los Angeles 0.006% 0.0047305%
City West Covina Los Angeles 0.049% 0.0404521%
City West Hollywood Los Angeles 0.013% 0.0108517%
City Whittier Los Angeles 0.032% 0.0260581%
County Madera County Madera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County Marin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County Mariposa 0.084% 0.103% 0.0876131% County Mendocino County Mendocino 0.439% 0.536% 0.4558394% City Ukiah Mendocino 0.039% 0.0317153%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -132- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Merced County Merced 0.551% 0.674% 0.5724262%
City Atwater Merced 0.024% 0.0195846%
City Livingston Merced 0.006% 0.0045873%
City Los Banos Merced 0.020% 0.0165142%
City Merced Merced 0.061% 0.0500762%
County Modoc County Modoc 0.065% 0.080% 0.0678250%
County Mono County Mono 0.023% 0.029% 0.0242606%
County Monterey County Monterey 0.908% 1.111% 0.9437083% City Greenfield Monterey 0.006% 0.0050552%
City King City Monterey 0.005% 0.0037355%
City Marina Monterey 0.017% 0.0144098%
City Monterey Monterey 0.041% 0.0336540%
City Pacific Grove Monterey 0.009% 0.0074842%
City Salinas Monterey 0.094% 0.0776576%
City Seaside Monterey 0.023% 0.0191772%
City Soledad Monterey 0.007% 0.0060870%
County Napa County Napa 0.288% 0.352% 0.2994325%
City American Canyon Napa 0.017% 0.0136869%
City Napa Napa 0.078% 0.0642783%
County Nevada County Nevada 0.441% 0.539% 0.4579827%
City Grass Valley Nevada 0.024% 0.0197805%
City Truckee Nevada 0.003% 0.0023843%
County Orange County Orange 4.364% 5.339% 4.5363576%
City Aliso Viejo Orange 0.014% 0.0113841%
City Anaheim Orange 0.554% 0.678% 0.5759282%
City Brea Orange 0.086% 0.0708897%
City Buena Park Orange 0.087% 0.0714352%
City Costa Mesa Orange 0.124% 0.152% 0.1288366%
City Cypress Orange 0.033% 0.0271937%
City Dana Point Orange 0.001% 0.0005560%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -133- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Fountain Valley Orange 0.055% 0.0455980%
City Fullerton Orange 0.137% 0.168% 0.1425744%
City Garden Grove Orange 0.213% 0.1752482%
City Huntington Beach Orange 0.247% 0.302% 0.2568420%
City Irvine Orange 0.139% 0.170% 0.1442350%
City Laguna Beach Orange 0.047% 0.058% 0.0493043%
City Laguna Hills Orange 0.014% 0.0115457%
City Laguna Niguel Orange 0.001% 0.0007071%
City Laguna Woods Orange 0.001% 0.0006546%
City La Habra Orange 0.060% 0.073% 0.0621049%
City Lake Forest Orange 0.012% 0.0101249%
City La Palma Orange 0.012% 0.0095439%
City Los Alamitos Orange 0.008% 0.0069190%
City Mission Viejo Orange 0.014% 0.0117560%
City Newport Beach Orange 0.179% 0.1470134%
City Orange Orange 0.150% 0.1231320%
City Placentia Orange 0.029% 0.035% 0.0298912%
City Rancho Santa Margarita Orange 0.001% 0.0006296%
City San Clemente Orange 0.008% 0.010% 0.0086083%
City San Juan Capistrano Orange 0.008% 0.0065510%
City Santa Ana Orange 0.502% 0.614% 0.5213866%
City Seal Beach Orange 0.020% 0.0165891%
City Stanton Orange 0.035% 0.0291955%
City Tustin Orange 0.073% 0.0600341%
City Westminster Orange 0.104% 0.127% 0.1082721%
City Yorba Linda Orange 0.044% 0.0362223%
County Placer County Placer 1.045% 1.278% 1.0861002%
City Auburn Placer 0.017% 0.0141114%
City Lincoln Placer 0.031% 0.0255599%
City Rocklin Placer 0.076% 0.0625485%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -134- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Roseville Placer 0.196% 0.1616559%
County Plumas County Plumas 0.205% 0.251% 0.2128729%
County Riverside County Riverside 4.534% 5.547% 4.7128296% City Banning Riverside 0.017% 0.0143848%
City Beaumont Riverside 0.021% 0.0171135%
City Blythe Riverside 0.012% 0.0096714%
City Canyon Lake Riverside 0.000% 0.0001761%
City Cathedral City Riverside 0.067% 0.0553614%
City Coachella Riverside 0.021% 0.0173054%
City Corona Riverside 0.147% 0.1207083%
City Desert Hot Springs Riverside 0.024% 0.0200433%
City Eastvale Riverside 0.000% 0.0002747%
City Hemet Riverside 0.051% 0.0421792%
City Indio Riverside 0.056% 0.0457794%
City Jurupa Valley Riverside 0.001% 0.0008991%
City Lake Elsinore Riverside 0.021% 0.0172949%
City La Quinta Riverside 0.063% 0.0516732%
City Menifee Riverside 0.032% 0.0260909%
City Moreno Valley Riverside 0.137% 0.1130348%
City Murrieta Riverside 0.048% 0.059% 0.0497423%
City Norco Riverside 0.016% 0.0134542%
City Palm Desert Riverside 0.083% 0.0682465%
City Palm Springs Riverside 0.076% 0.0629862%
City Perris Riverside 0.009% 0.0076774%
City Rancho Mirage Riverside 0.052% 0.0431098%
City Riverside Riverside 0.268% 0.2206279%
City San Jacinto Riverside 0.010% 0.0085936%
City Temecula Riverside 0.022% 0.0180086%
City Wildomar Riverside 0.008% 0.0062500%
County Sacramento County Sacramento 3.797% 4.645% 3.9465887% DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -135- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Citrus Heights Sacramento 0.057% 0.0465312%
City Elk Grove Sacramento 0.130% 0.1066994%
City Folsom Sacramento 0.108% 0.0890850%
City Galt Sacramento 0.017% 0.0143704%
City Rancho Cordova Sacramento 0.008% 0.0067679%
City Sacramento Sacramento 0.721% 0.882% 0.7496530%
County San Benito County San Benito 0.106% 0.130% 0.1101417% City Hollister San Benito 0.027% 0.0225355%
County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% City Adelanto San Bernardino 0.008% 0.0066640%
City Apple Valley San Bernardino 0.025% 0.0207360%
City Barstow San Bernardino 0.015% 0.0122056%
City Chino San Bernardino 0.064% 0.0525893%
City Chino Hills San Bernardino 0.001% 0.0006388%
City Colton San Bernardino 0.031% 0.0253443%
City Fontana San Bernardino 0.112% 0.0920543%
City Grand Terrace San Bernardino 0.006% 0.0051051%
City Hesperia San Bernardino 0.035% 0.0291522%
City Highland San Bernardino 0.004% 0.0029061%
City Loma Linda San Bernardino 0.009% 0.0071188%
City Montclair San Bernardino 0.039% 0.0322108%
City Ontario San Bernardino 0.179% 0.1472934%
City Rancho Cucamonga San Bernardino 0.084% 0.0689431%
City Redlands San Bernardino 0.057% 0.0469150%
City Rialto San Bernardino 0.073% 0.0603206%
City San Bernardino San Bernardino 0.178% 0.1461880%
City Twentynine Palms San Bernardino 0.002% 0.0012605%
City Upland San Bernardino 0.052% 0.0424460%
City Victorville San Bernardino 0.033% 0.0269400%
City Yucaipa San Bernardino 0.016% 0.0128772%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -136- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Yucca Valley San Bernardino 0.003% 0.0021228%
County San Diego County San Diego 5.706% 6.980% 5.9309748% City Carlsbad San Diego 0.128% 0.1050485%
City Chula Vista San Diego 0.189% 0.231% 0.1961456%
City Coronado San Diego 0.044% 0.0359095%
City El Cajon San Diego 0.113% 0.0933582%
City Encinitas San Diego 0.061% 0.074% 0.0630289%
City Escondido San Diego 0.145% 0.1192204%
City Imperial Beach San Diego 0.014% 0.0118283%
City La Mesa San Diego 0.055% 0.068% 0.0575593%
City Lemon Grove San Diego 0.022% 0.0183911%
City National City San Diego 0.080% 0.0656808%
City Oceanside San Diego 0.213% 0.1753428%
City Poway San Diego 0.062% 0.0511040%
City San Diego San Diego 1.975% 2.416% 2.0531169%
City San Marcos San Diego 0.089% 0.0733897%
City Santee San Diego 0.033% 0.0268401%
City Solana Beach San Diego 0.017% 0.0138564%
City Vista San Diego 0.052% 0.0425144%
Consolidated San Francisco San Francisco 3.026% 3.702% 3.1457169% County San Joaquin County San Joaquin 1.680% 2.055% 1.7460399% City Lathrop San Joaquin 0.009% 0.0075394%
City Lodi San Joaquin 0.053% 0.0439484%
City Manteca San Joaquin 0.054% 0.0443454%
City Ripon San Joaquin 0.013% 0.0104219%
City Stockton San Joaquin 0.313% 0.383% 0.3256176%
City Tracy San Joaquin 0.084% 0.0692047%
County San Luis Obispo County San Luis Obispo 0.816% 0.999% 0.8484126% City Arroyo Grande San Luis Obispo 0.024% 0.0199053%
City Atascadero San Luis Obispo 0.029% 0.0240680%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -137- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
County San Mateo County San Mateo 1.074% 1.313% 1.1159599% City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa Barbara 1.132% 1.385% 1.1768968% City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa Clara 2.404% 2.941% 2.4987553% City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -138- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0.0103338%
City Los Gatos Santa Clara 0.013% 0.0103220%
City Milpitas Santa Clara 0.036% 0.0298120%
City Morgan Hill Santa Clara 0.015% 0.0124619%
City Mountain View Santa Clara 0.041% 0.0334608%
City Palo Alto Santa Clara 0.039% 0.0323080%
City San Jose Santa Clara 0.294% 0.360% 0.3054960%
City Santa Clara Santa Clara 0.067% 0.0549723%
City Saratoga Santa Clara 0.004% 0.0034161%
City Sunnyvale Santa Clara 0.053% 0.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0.8135396% City Capitola Santa Cruz 0.020% 0.0168191%
City Santa Cruz Santa Cruz 0.143% 0.1180348%
City Scotts Valley Santa Cruz 0.015% 0.0126525%
City Watsonville Santa Cruz 0.063% 0.0520136%
County Shasta County Shasta 1.095% 1.339% 1.1380191%
City Anderson Shasta 0.024% 0.0198896%
City Redding Shasta 0.284% 0.2334841%
City Shasta Lake Shasta 0.004% 0.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0.2373393% County Solano County Solano 0.760% 0.6260795%
City Benicia Solano 0.031% 0.0253903%
City Dixon Solano 0.016% 0.0130849%
City Fairfield Solano 0.109% 0.0897317%
City Suisun City Solano 0.021% 0.0176183%
City Vacaville Solano 0.119% 0.0976497%
City Vallejo Solano 0.167% 0.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1.2661290%
City Healdsburg Sonoma 0.032% 0.0266929%
City Petaluma Sonoma 0.081% 0.0667507%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -139- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County Stanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
County Sutter County Sutter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County Tehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County Trinity 0.082% 0.101% 0.0855476%
County Tulare County Tulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County Tuolumne 0.486% 0.594% 0.5047621% County Ventura County Ventura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -140- APPENDIX 1
15 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Oxnard Ventura 0.156% 0.190% 0.1617338%
City Port Hueneme Ventura 0.021% 0.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0.0702181% City Santa Paula Ventura 0.014% 0.0119072%
City Simi Valley Ventura 0.065% 0.0533043%
City Thousand Oaks Ventura 0.022% 0.0179902%
County Yolo County Yolo 0.357% 0.437% 0.3713319%
City Davis Yolo 0.055% 0.0451747%
City West Sacramento Yolo 0.066% 0.0544321%
City Woodland Yolo 0.058% 0.0477904%
County Yuba County Yuba 0.214% 0.262% 0.2225679%
City Marysville Yuba 0.014% 0.0112079%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -141- 1 APPENDIX 2
Cost Reimbursement Procedure

1. Additional defined terms:
a) Costs means the reasonable amounts paid for the attorney and other City Attorney and County Counsel staff time for individuals employed by a Plaintiff Subdivision at the contractual rate, inclusive of benefits and overhead, together with amounts paid for court reporters, experts, copying, electronic research, travel, vendors, and the like, which were not previously reimbursed and which were paid or incurred (i) prior to December 31, 2022 in litigation against any Opioid Defendant and/or (ii) in negotiating and drafting any CA Allocation Agreement(s) concerning a settlement with any Opioid Defendant(s).

Costs does not include attorneys’ fees, costs, or expenses incurred by private contingency fee counsel. No part of the CA Abatement Accounts Fund will be used to reimburse Costs.
b) First Claims Date means October 1, 2023 or when all applications for reimbursement of Costs, in whole or in part, from funds available under Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section X and Exhibit R of the Distributor Settlement Agreement, Section XI and Exhibit R of the Janssen Settlement Agreement, Section X and Exhibit R of the CVS Settlement Agreement, Section IX and Exhibit R of the Walgreens Settlement Agreement, or Section IX and Exhibit R of the Walmart Settlement Agreement, have been finally determined under the provisions of those agreements, whichever comes first. c) Special Master means a retired judicial officer or former public lawyer, not presently employed or retained by a Plaintiff Subdivision, who will aggregate, review, and determine the reasonable Costs to be awarded to each Plaintiff Subdivision that submits a claim for reimbursement of Costs. The Special Master will be selected by a majority vote of the votes cast by Plaintiff Subdivisions, with each such subdivision having one vote. d) Plaintiff Subdivision Committee means the committee of Plaintiff Subdivisions that will review and approve the invoices submitted by the Special Master reflecting his or her reasonable time and expenses.

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2 i. If a Plaintiff Subdivision is eligible to seek reimbursement of Costs, in whole or in part, from funds available under Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section X and Exhibit R of the CVS Settlement Agreement, Section IX and Exhibit R of the Walgreens Settlement Agreement, Section IX and Exhibit R of the Walmart Settlement Agreement, Section X or Exhibit R of the Distributor Settlement Agreement, or Section XI or Exhibit R of the Janssen Settlement Agreement, it must first make a timely application for reimbursement from such funds. To allow sufficient time for determination of those applications, no claim for Costs to the CA Subdivision Fund under this Agreement may be made before the First Claims Date. ii. A Plaintiff Subdivision that wishes to be reimbursed from the CA Subdivision Fund must submit a claim to the Special Master no later than forty-five (45) days after the First Claims Date. The Special Master will then compile and redistribute the aggregated claim totals for each Plaintiff Subdivision via email to representatives of all the Plaintiff Subdivisions. A claim for attorney and staff time must list, for each attorney or staff member included in the claim, the following information: name, title, total hours claimed, hourly rate (including, if sought, benefits and share of overhead), and narrative summarizing the general nature of the work performed by the attorney or staff member. For reimbursement of “hard” costs, the subdivision may aggregate across a category (e.g., total for travel costs). It is the intention of the Plaintiff Subdivisions that submission of documents related to reimbursement of Costs does not waive any attorney-client privilege or exemptions to the California Public Records Act.
iii. The Special Master may request, at his or her sole option, additional documents or details to assist in the final award of Costs.
iv. The Special Master will review claims for reasonableness and will notify each Plaintiff Subdivision of the final determination of its claim, and will provide a list of all final awards to all Plaintiff Subdivisions by email or, upon request, via First Class U.S. Mail. Any Plaintiff Subdivision may ask the Special Master to reconsider any final award within twenty-one (21) days. The Special Master will make a final determination on any such reconsideration request within thirty (30) days of receipt. v. Any decision of the Special Master is final and binding, and will be considered under the California Arbitration Act, Code of Civil Procedure section 1280 et seq. as a final arbitration award. Nothing in this agreement is intended to expand the scope of judicial review of the final award for errors of fact or law, and the Parties agree that they may only seek to vacate the award if clear and convincing evidence demonstrates one of the factors set forth in Code of Civil Procedure, section 1286.2, subdivision (a). Plaintiff Subdivisions will have fourteen (14) days after all final awards are made, together with any final determination of a request for reconsideration, to seek review in the Superior Court of California, pursuant to Code of Civil Procedure, section 1285, where the State has filed its Consent Judgment.

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3 vi. The Special Master will prepare a report of Costs that includes his or her fees and expenses at least ninety (90) days before the Payment Date for each Annual Payment. The Special Master’s preparation of a report of Costs does not discharge a Plaintiff Subdivision’s reporting requirement under Section VIII.C of the Allergan Settlement Agreement.
vii. A member of the Plaintiff Subdivision Committee, which is a CA Participating Subdivision, will submit to the Settlement Fund Administrator and Allergan a report of the fees and expenses incurred by the Special Master pursuant to Section VIII.C of the Allergan Settlement Agreement.
c) Claims Priority and Limitation.
i. The Special Master will submit invoices for compensation of reasonable fees and expenses to the Plaintiff Subdivision Committee no later than ninety (90) days prior to the Payment Date for each Annual Payment. The Plaintiff Subdivision Committee will promptly review and, if reasonable, approve the Special Master’s invoice for compensation. The Plaintiff Subdivision Committee will submit approved invoices to the Settlement Fund Administrator for payment. The Special Master’s approved invoices have priority and will be paid first from the CA Subdivision Fund before any award of Costs, subject to the limitation in Section 2.c.v below. ii. Final Awards of Costs that do not exceed seventy-five thousand dollars ($75,000.00) will be paid next in priority after the Special Master’s approved invoices.
iii. Final Awards of Costs in excess of seventy-five thousand dollars ($75,000.00) will be paid proportionally from the funds remaining in that year’s Annual Payment. iv. Any claim for Costs that is not paid in full will be allocated against the next year’s distribution from the CA Subdivision Fund, until all approved claims for Costs are paid in full.
v. In no event will more than 50% of the total CA Subdivision Fund received in any year be used to pay Costs or the Special Master’s approved invoices. vi. In no event shall more than $28 million of the total CA Subdivision Funds paid pursuant to the Teva Settlement Agreement, Allergan Settlement Agreement, Distributor Settlement Agreement, CVS Settlement Agreement, Janssen Settlement Agreement, Walgreens Settlement Agreement, and the Walmart Settlement Agreement be used to pay Costs.
d) Collateral Source Payments and Third-Party Settlement. i. In the event a Plaintiff Subdivision is awarded compensation, in whole or in part, by any source of funds created as a result of litigation against an Opioid Defendant for its reasonable Costs, it will reduce its claim for Costs from the CA Subdivision Fund by that amount. If a Plaintiff Subdivision has already received a final award of Costs from the CA Subdivision Fund, it will repay the fund up to the prior award DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -144-
4 of Costs via a payment to the Settlement Fund Administrator or notify the Settlement Fund Administrator that its allocation from the next and subsequent Annual Payments should be reduced accordingly. If the Plaintiff Subdivision is repaying any prior award of Costs, that repayment will occur as soon as is feasible after the Plaintiff Subdivision’s receipt of Cost funds from the collateral source, but no more than 90 days after its receipt from the collateral source. The Settlement Fund Administrator will add any repaid Costs to the CA Subdivision Fund. Any Plaintiff Subdivision that has submitted for reimbursement to any national fund and has not received a final determination by the First Claims Date may request that the settlement administrator withhold some or all of its payment from the CA Subdivision Fund in order to avoid repayment.
ii. In the event a Plaintiff Subdivision reaches a monetary settlement or compromise against any Opioid Defendant outside of the National Opioid Settlement, the monetary portion of such settlement, net of fees paid to outside contingency fee counsel and of funds earmarked strictly for abatement, will be credited against its Costs and the subdivision will be ineligible to recover those credited Costs from the CA Subdivision Fund. Plaintiff Subdivisions negotiating monetary settlements or compromises against any Opioid Defendant outside of the National Opioid Settlement will negotiate for funds to repay any Costs it previously received from the CA Subdivision Fund or for Costs it otherwise might be eligible to claim from the CA Subdivision Fund. If such a settlement is paid after all final approved claims for Costs by all Plaintiff Subdivisions are satisfied in full, the settling subdivision will reimburse the CA Subdivision Fund in that amount by making payment to the Settlement Fund Administrator to add to the CA Subdivision Fund in a manner consistent with the repayments described in section 2.d.i above.

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1 APPENDIX 3

CALIFORNIA-SUBDIVISION BACKSTOP AGREEMENT
On August 6, 2021, Judge Polster of the US District Court for the Northern District of Ohio issued an Order (the Order), docket number 3814, in In Re National Prescription Opiate Litigation, MDL 2804, addressing contingent attorney fee contracts between political subdivisions eligible to participate in the Allergan Settlement and their counsel.

In light of the Order, and at the request of [SUBDIVISION], the [SUBDIVISION], its counsel [COUNSEL], and the California Attorney General, on behalf of the State of California, are entering into this California-Subdivision Backstop Agreement (Backstop Agreement). [SUBDIVISION] and [COUNSEL] intend this Backstop Agreement to constitute a State BackStop Agreement as that term is used in the Order and in Exhibit R (Agreement on Attorneys’ Fees, Costs, and Expenses) of the Allergan Settlement Agreement.

Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Allergan Settlement Agreement and CA Allergan Allocation Agreement, as well as any other limitations imposed by law, use funds that it receives from the Allergan Settlement CA Subdivision Fund to pay a contingent fee to [COUNSEL]. Any such payment from [SUBDIVISION] to [COUNSEL], together with any contingency fees that [COUNSEL] may receive from the national Attorney Fee Fund, will not exceed a total contingency fee of [PERCENTAGE NOT TO EXCEED 15%] of the total gross recovery of [SUBDIVISION] from the Allergan Settlement.
[COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Allergan Settlement Agreement before seeking or accepting payment under this backstop agreement. [COUNSEL] further certify that they are not seeking and will not accept payment under this backstop agreement of any litigation fees or costs that have been reimbursed through prior settlements or judgments.

The Attorney General is executing this agreement solely because the definition of “State BackStop Agreement” in Exhibit R of the Allergan Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -146-
1 Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – Teva Settlement

1. Introduction
Pursuant to the Teva Settlement Agreement, dated as of November 22, 2022, and any revision thereto (the “Teva Settlement Agreement”), including Section VIII and Exhibit O, the State of California proposes this agreement (the “CA Teva Allocation Agreement”) to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections VI, VII, and VIII of the Teva Settlement Agreement. For the avoidance of doubt, this agreement does not apply to payments made pursuant to Sections IX, XIII, or XIV of the Teva Settlement Agreement.

Pursuant to Exhibit O, Paragraph 4, of the Teva Settlement Agreement, acceptance of this CA Teva Allocation Agreement is a requirement to be an Initial Participating Subdivision.1 Further, pursuant to Sections X.B and X.C of the Teva Settlement Agreement and Sections IX.B and IX.C of the Allergan Settlement Agreement, eligible Subdivisions must participate in both the Teva Settlement Agreement and Allergan Settlement Agreement, or neither.

2. Definitions
a) CA Participating Subdivision means a Participating Subdivision that is also (a) a Plaintiff Subdivision and/or (b) a Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts) and/or Exhibit I to the Teva Settlement Agreement. b) Allergan Settlement Agreement means the Allergan Settlement Agreement dated November 22, 2022, and any revision thereto.
c) CVS Settlement Agreement means the CVS Settlement Agreement dated December 9, 2022, and any revision thereto as well as any modification thereto entered into by the State of California and CVS.
d) Distributor Settlement Agreement means the Distributor Settlement Agreement dated July 21, 2021, and any revision thereto.
e) Janssen Settlement Agreement means the Janssen Settlement Agreement dated July 21, 2021, and any revision thereto.
f) Walgreens Settlement Agreement means the Walgreens Settlement Agreement dated December 9, 2022, and any revision thereto.
1 A parallel but separate agreement (the “CA Allergan Allocation Agreement”) will govern the allocation, distribution, and use of settlement fund payments under the Allergan Settlement Agreement.

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2 g) Walmart Settlement Agreement means the Walmart Settlement Agreement dated November 14, 2022, and any revision thereto.
h) CA Litigating Special District means a Litigating Special District located in California. CA Litigating Special Districts include Downey Unified School District, Elk Grove Unified School District, Kern High School District, Montezuma Fire Protection District (located in Stockton, California), Santa Barbara San Luis Obispo Regional Health Authority, Inland Empire Health Plan, Health Plan of San Joaquin, San Leandro Unified School District, Pleasant Valley School District Board, and LA Care Health Plan.
i) Plaintiff Subdivision means a Subdivision located in California, other than a CA Litigating Special District, that filed a lawsuit, on behalf of the Subdivision and/or through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. j) Opioid Defendant means any defendant (including but not limited to Teva Pharmaceutical Industries Ltd., Allergan Finance, LLC, Allergan Limited, CVS Health Corporation, CVS Pharmacy, Inc., Walgreen Co., Walmart Inc., Johnson & Johnson, Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health, Inc., AmerisourceBergen Corporation, and McKesson Corporation) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020.

3. General Terms
This agreement is subject to the requirements of the Teva Settlement Agreement, as well as applicable law, and the Teva Settlement Agreement governs over any inconsistent provision of this CA Teva Allocation Agreement. Terms used in this CA Teva Allocation Agreement have the same meaning as in the Teva Settlement Agreement unless otherwise defined herein.

Pursuant to Section VIII(E)(1) of the Teva Settlement Agreement, (a) all Settlement Fund payments will be used for Opioid Remediation, except as allowed by Section VIII(C) of the Teva Settlement Agreement; and (b) at least seventy percent (70%) of Settlement Fund payment amounts will be used solely for future Opioid Remediation.

4. State Allocation
The Settlement Fund payments to California,2pursuant to the Teva Settlement Agreement, shall be allocated as follows: 15% to the State Fund; 70% to the Abatement Accounts Fund; and 15% to the Subdivision Fund. For the avoidance of doubt, all funds allocated to California from the 2 For purposes of clarity, use of the term “California” refers to the geographic territory of California and the state and its local governments therein. The term “State” or “State of California” refers to the State of California as a governmental unit.

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3 Settlement Fund shall be combined pursuant to this CA Teva Allocation Agreement, and 15% of that total shall be allocated to the State of California (the “State of California Allocation”), 70% to the California Abatement Accounts Fund (“CA Abatement Accounts Fund”), and 15% to the California Subdivision Fund (“CA Subdivision Fund”).

A. State of California Allocation
Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by the State for future Opioid Remediation.

B. CA Abatement Accounts Fund
i. Allocation of CA Abatement Accounts Funds
a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as adjusted to reflect only those cities and counties that are eligible, based on population or litigation status, to become a CA Participating Subdivision. The percentage from the CA Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in Appendix 1 in the column entitled abatement percentage (the “Local Allocation”). For the avoidance of doubt, CA Litigating Special Districts and California towns, cities, and counties with a population less than 10,000 are not eligible to receive an allocation of CA Abatement Accounts Funds.
b) A CA Participating Subdivision that is a county, or a city and county, will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision, and will receive payments as provided in the Teva Settlement Agreement. c) A CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Allocation share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as: (a) the county is a CA Participating Subdivision, and (b) the city has not advised the Settlement Fund Administrator that it requests direct payment at least 60 days prior to a Payment Date. A Local Allocation share allocated to a city but paid to a county is not required to be spent exclusively for abatement activities in that city, but will become part of the county’s share of the CA Abatement Accounts Funds, which will be used in accordance with Section 4.B.ii (Use of CA Abatement Accounts Funds) and reported on in accordance with Section 4.B.iii (CA Abatement Accounts Fund Oversight).
d) A city within a county that is a CA Participating Subdivision may opt in or out of direct payment at any time, and it may also elect direct payment of only a portion of its share, with the remainder going to the county, by providing notice to the Settlement Fund Administrator at least 60 days prior to a Payment Date. For purposes of this CA Teva
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4 Allocation Agreement, the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions.
e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Teva Settlement Agreement and this CA Teva Allocation Agreement shall be transferred to the State; provided however, that CA Participating Subdivisions have seven years to expend or encumber CA Abatement Accounts Funds designated to support capital outlay projects before they must be transferred to the State. This provision shall not apply to the Cost Reimbursement Funds, which shall be controlled by Appendix 2. ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E to the Teva Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA Participating Subdivision from the Abatement Accounts Fund in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction; and/or (5) interventions to prevent drug addiction in vulnerable youth. c) The California Department of Health Care Services (“DHCS”) may add to this list (but not delete from it) by designating additional High Impact Abatement Activities. DHCS will make reasonable efforts to consult with stakeholders, including the CA Participating Subdivisions, before adding additional High Impact Abatement Activities to this list.

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5 d) For the avoidance of doubt, and subject to the requirements of the Teva Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures, or otherwise work in collaboration with, federal, state, local, tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund. Further, provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Teva Settlement Agreement and this CA Teva Allocation Agreement, a county and any cities or towns within the county may agree to reallocate their respective shares of the CA Abatement Accounts Funds among themselves, provided that any direct distribution may only be to a CA Participating Subdivision and any CA Participating Subdivision must agree to their share being reallocated.
iii. CA Abatement Accounts Fund Oversight
a) Pursuant to Section 5 below, CA Participating Subdivisions receiving settlement funds must prepare and file reports annually regarding the use of those funds. DHCS may regularly review the reports prepared by CA Participating Subdivisions about the use of CA Abatement Accounts Funds for compliance with the Teva Settlement Agreement and this CA Teva Allocation Agreement.
b) If DHCS determines that a CA Participating Subdivision’s use of CA Abatement Accounts Funds is inconsistent with the Teva Settlement Agreement or this CA Teva Allocation Agreement, whether through review of reports or information from any other sources, DHCS shall send a request to meet and confer with the CA Participating Subdivision. The parties shall meet and confer in an effort to resolve the concern. c) If the parties are unable to reach a resolution, DHCS may conduct an audit of the Subdivision’s use of the CA Abatement Accounts Funds within one year of the request to meet and confer, unless the parties mutually agree in writing to extend the meet and confer time frame.
d) If the concern still cannot be resolved, the State may bring a motion or action in the court where the State has filed its Consent Judgment to resolve the concern or otherwise enforce the requirements of the Teva Settlement Agreement or this CA Teva Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds, more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement. e) Notwithstanding the foregoing, this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, 6 investigations, or other oversight activities, or to pursue administrative, civil, or criminal enforcement actions.

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6 C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Teva Settlement Agreement and this CA Teva Allocation Agreement, to fund future Opioid Remediation and reimburse past opioidrelated expenses, which may include fees and expenses related to litigation, and to pay the reasonable fees and expenses of the Special Master as set forth in Appendix 2.

D. Provision for State Back-Stop Agreement
On August 6, 2021, Judge Dan Polster of the U.S. District Court, Northern District of Ohio, Eastern Division, issued an order (ECF Docket Number 3814) (“MDL Fees Order”) in the National Prescription Opiate Litigation (MDL No. 2804) “cap[ping] all applicable contingent fee agreements at 15%.” Private counsel representing Plaintiff Subdivisions should seek its contingency fees and costs from the Attorney Fee Fund or Cost Funds under the Teva Settlement Agreement and Allergan Settlement Agreement, and, if applicable, the CVS Settlement Agreement, Distributor Settlement Agreement, Janssen Settlement Agreement, Walgreens Settlement Agreement, and Walmart Settlement Agreement.

A Plaintiff Subdivision may separately agree to use its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(X), of the Teva Settlement Agreement and the MDL Fees Order, DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -152-
7 so long as such contingency fees do not exceed a total contingency fee of 15% of the total gross recovery of the Plaintiff Subdivision pursuant to the Teva Settlement, inclusive of contingency fees from the national Attorney Fee Fund and this State Back-Stop Agreement. Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Teva Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

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8 d) Each Plaintiff Subdivision receiving CA Subdivision Funds will track all deposits and expenditures, as required by the Teva Settlement Agreement and this CA Teva Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from the CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report, the amount and how such funds were used, including if used to pay attorneys’ fees, investigation costs, or litigation costs. Pursuant to Section VIII(C) of the Teva Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and Teva.
e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.

6. Miscellaneous
a) The State or any CA Participating Subdivision may bring a motion or action in the court where the State has filed its Consent Judgment to enforce the requirements of this CA Teva Allocation Agreement. Before filing such a motion or action the State will meet and confer with any CA Participating Subdivision that is the subject of the anticipated motion or action, and vice versa.
b) Except as provided in the Teva Settlement Agreement, this CA Teva Allocation Agreement is not enforceable by any party other than the State and the CA Participating Subdivisions. It does not confer any rights or remedies upon, and shall not be enforceable by, any third party.
c) Except as provided in the CA Teva Allocation Agreement, if any provision of this agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this agreement, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. a) Except as provided in the Teva Settlement Agreement, this agreement shall be governed by and interpreted in accordance with the laws of California.

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9 The undersigned, Hillsborough town, ACKNOWLEDGES acceptance of this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Teva Settlement is a requirement to be an Initial Participating Subdivision in the Teva Settlement and ACCEPTS this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Teva Settlement. EXECUTED on /date_1_teva_allergan/.

Signature: /signer_1_teva_allergan/
Name: /name_1_teva_allergan/
Title: /title_1_teva_allergan/
Date: /date_1_teva_allergan/
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -155-
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Teva Settlement, whereas the percentages shown in the Abatement Percentage column should not change.

Participating Subdivisions, underlying calculations, and the calculated allocation percentages are subject to change. Regarding the column herein entitled “Abatement Percentage,” pursuant to Section 4.B.e., the State of California will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision. Regarding the column herein entitled “Plaintiff Subdivision Percentage,” payments allocated to a Plaintiff Subdivision, which is not an Initial Participating Subdivision, will be re-allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. Regarding the column herein entitled “Abatement Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the California Abatement Account Funds received, pursuant to Section 4.B. Regarding the column herein entitled “Plaintiff Subdivision Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the California Subdivision Funds received, pursuant to Section 4.C.

Regarding the column herein entitled “Weighted Allocation Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the combined and weighted allocation of the Abatement Percentage and the Plaintiff Subdivision Percentage.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -156- APPENDIX 1
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100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2.4237952%
City Alameda Alameda 0.069% 0.0570162%
City Albany Alameda 0.013% 0.0107768%
City Berkeley Alameda 0.152% 0.1249656%
City Dublin Alameda 0.033% 0.040% 0.0338810%
City Emeryville Alameda 0.023% 0.0185765%
City Fremont Alameda 0.108% 0.0888576%
City Hayward Alameda 0.117% 0.0966218%
City Livermore Alameda 0.054% 0.0446740%
City Newark Alameda 0.026% 0.0217626%
City Oakland Alameda 0.486% 0.595% 0.5055601%
City Piedmont Alameda 0.014% 0.0114064%
City Pleasanton Alameda 0.067% 0.0554547%
City San Leandro Alameda 0.039% 0.0321267%
City Union City Alameda 0.043% 0.0352484%
County Amador County Amador 0.226% 0.277% 0.2349885%
County Butte County Butte 1.615% 1.975% 1.6783178%
City Chico Butte 0.216% 0.264% 0.2246499%
City Oroville Butte 0.079% 0.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0.2351644% County Colusa County Colusa 0.059% 0.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2.1844585% City Antioch Contra Costa 0.037% 0.0301879%
City Brentwood Contra Costa 0.026% 0.0215339%
City Clayton Contra Costa 0.002% 0.0018060%
City Concord Contra Costa 0.055% 0.0456676%
City Danville Contra Costa 0.010% 0.0082255%
City El Cerrito Contra Costa 0.023% 0.0189024%
City Hercules Contra Costa 0.010% 0.0078273%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -157- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0.0046030%
City Martinez Contra Costa 0.012% 0.0098593%
City Moraga Contra Costa 0.004% 0.0031007%
City Oakley Contra Costa 0.010% 0.0079416%
City Orinda Contra Costa 0.005% 0.0038157%
City Pinole Contra Costa 0.013% 0.0110909%
City Pittsburg Contra Costa 0.053% 0.0436369%
City Pleasant Hill Contra Costa 0.013% 0.0106309%
City Richmond Contra Costa 0.146% 0.1201444%
City San Pablo Contra Costa 0.018% 0.0148843%
City San Ramon Contra Costa 0.021% 0.0176459%
City Walnut Creek Contra Costa 0.026% 0.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0.1189608% County El Dorado County El Dorado 0.768% 0.939% 0.7980034% City Placerville El Dorado 0.015% 0.0127642%
City South Lake Tahoe El Dorado 0.081% 0.0665456%
County Fresno County Fresno 1.895% 2.318% 1.9693410%
City Clovis Fresno 0.065% 0.0536211%
City Coalinga Fresno 0.012% 0.0098554%
City Fresno Fresno 0.397% 0.3270605%
City Kerman Fresno 0.005% 0.0042534%
City Kingsburg Fresno 0.008% 0.0066167%
City Mendota Fresno 0.002% 0.0019387%
City Orange Cove Fresno 0.004% 0.0035607%
City Parlier Fresno 0.008% 0.0069755%
City Reedley Fresno 0.012% 0.0098804%
City Sanger Fresno 0.018% 0.0146135%
City Selma Fresno 0.015% 0.0127537%
County Glenn County Glenn 0.107% 0.131% 0.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1.0703185% DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -158- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0.0447660%
City Eureka Humboldt 0.117% 0.143% 0.1216284%
City Fortuna Humboldt 0.032% 0.0266837%
County Imperial County Imperial 0.258% 0.315% 0.2679006% City Brawley Imperial 0.011% 0.0087986%
City Calexico Imperial 0.019% 0.0152799%
City El Centro Imperial 0.158% 0.1302522%
City Imperial Imperial 0.006% 0.0048791%
County Inyo County Inyo 0.073% 0.089% 0.0754413%
County Kern County Kern 2.517% 3.079% 2.6159145%
City Arvin Kern 0.006% 0.0046425%
City Bakersfield Kern 0.212% 0.1747198%
City California City Kern 0.009% 0.0070820%
City Delano Kern 0.030% 0.0249316%
City McFarland Kern 0.003% 0.0025644%
City Ridgecrest Kern 0.015% 0.0120938%
City Shafter Kern 0.013% 0.0103417%
City Tehachapi Kern 0.009% 0.0073580%
City Wasco Kern 0.008% 0.0069861%
County Kings County Kings 0.293% 0.2413469%
City Avenal Kings 0.007% 0.0056335%
City Corcoran Kings 0.013% 0.0107032%
City Hanford Kings 0.027% 0.0226038%
City Lemoore Kings 0.016% 0.0131900%
County Lake County Lake 0.795% 0.6545389%
City Clearlake Lake 0.041% 0.050% 0.0426253%
City Lakeport Lake 0.021% 0.026% 0.0222964%
County Lassen County Lassen 0.319% 0.391% 0.3320610%
City Susanville Lassen 0.027% 0.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 14.4437559% DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -159- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Agoura Hills Los Angeles 0.005% 0.0040024%
City Alhambra Los Angeles 0.042% 0.0343309%
City Arcadia Los Angeles 0.033% 0.0267718%
City Artesia Los Angeles 0.001% 0.0005100%
City Azusa Los Angeles 0.026% 0.0210857%
City Baldwin Park Los Angeles 0.027% 0.0218520%
City Bell Los Angeles 0.008% 0.0068783%
City Bellflower Los Angeles 0.002% 0.0014485%
City Bell Gardens Los Angeles 0.014% 0.0114301%
City Beverly Hills Los Angeles 0.065% 0.0534897%
City Burbank Los Angeles 0.100% 0.0823132%
City Calabasas Los Angeles 0.006% 0.0048948%
City Carson Los Angeles 0.019% 0.0159805%
City Cerritos Los Angeles 0.005% 0.0039682%
City Claremont Los Angeles 0.010% 0.0082584%
City Commerce Los Angeles 0.000% 0.0002971%
City Compton Los Angeles 0.044% 0.0361882%
City Covina Los Angeles 0.028% 0.0229127%
City Cudahy Los Angeles 0.001% 0.0006020%
City Culver City Los Angeles 0.055% 0.0449894%
City Diamond Bar Los Angeles 0.001% 0.0006993%
City Downey Los Angeles 0.052% 0.0429994%
City Duarte Los Angeles 0.003% 0.0027261%
City El Monte Los Angeles 0.031% 0.038% 0.0318985%
City El Segundo Los Angeles 0.033% 0.0268020%
City Gardena Los Angeles 0.034% 0.0278088%
City Glendale Los Angeles 0.166% 0.1366586%
City Glendora Los Angeles 0.016% 0.0134411%
City Hawaiian Gardens Los Angeles 0.005% 0.0040549%
City Hawthorne Los Angeles 0.050% 0.0407833%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -160- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Cañada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811%
City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -161- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City San Dimas Los Angeles 0.003% 0.0022016%
City San Fernando Los Angeles 0.013% 0.0104837%
City San Gabriel Los Angeles 0.018% 0.0147726%
City San Marino Los Angeles 0.009% 0.0073791%
City Santa Clarita Los Angeles 0.022% 0.0178167%
City Santa Fe Springs Los Angeles 0.031% 0.0257531%
City Santa Monica Los Angeles 0.158% 0.1298513%
City Sierra Madre Los Angeles 0.006% 0.0048646%
City Signal Hill Los Angeles 0.010% 0.0084884%
City South El Monte Los Angeles 0.005% 0.0039603%
City South Gate Los Angeles 0.020% 0.0166272%
City South Pasadena Los Angeles 0.012% 0.0095334%
City Temple City Los Angeles 0.005% 0.0039498%
City Torrance Los Angeles 0.112% 0.0919820%
City Walnut Los Angeles 0.006% 0.0047305%
City West Covina Los Angeles 0.049% 0.0404521%
City West Hollywood Los Angeles 0.013% 0.0108517%
City Whittier Los Angeles 0.032% 0.0260581%
County Madera County Madera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County Marin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County Mariposa 0.084% 0.103% 0.0876131% County Mendocino County Mendocino 0.439% 0.536% 0.4558394% City Ukiah Mendocino 0.039% 0.0317153%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -162- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Merced County Merced 0.551% 0.674% 0.5724262%
City Atwater Merced 0.024% 0.0195846%
City Livingston Merced 0.006% 0.0045873%
City Los Banos Merced 0.020% 0.0165142%
City Merced Merced 0.061% 0.0500762%
County Modoc County Modoc 0.065% 0.080% 0.0678250%
County Mono County Mono 0.023% 0.029% 0.0242606%
County Monterey County Monterey 0.908% 1.111% 0.9437083% City Greenfield Monterey 0.006% 0.0050552%
City King City Monterey 0.005% 0.0037355%
City Marina Monterey 0.017% 0.0144098%
City Monterey Monterey 0.041% 0.0336540%
City Pacific Grove Monterey 0.009% 0.0074842%
City Salinas Monterey 0.094% 0.0776576%
City Seaside Monterey 0.023% 0.0191772%
City Soledad Monterey 0.007% 0.0060870%
County Napa County Napa 0.288% 0.352% 0.2994325%
City American Canyon Napa 0.017% 0.0136869%
City Napa Napa 0.078% 0.0642783%
County Nevada County Nevada 0.441% 0.539% 0.4579827%
City Grass Valley Nevada 0.024% 0.0197805%
City Truckee Nevada 0.003% 0.0023843%
County Orange County Orange 4.364% 5.339% 4.5363576%
City Aliso Viejo Orange 0.014% 0.0113841%
City Anaheim Orange 0.554% 0.678% 0.5759282%
City Brea Orange 0.086% 0.0708897%
City Buena Park Orange 0.087% 0.0714352%
City Costa Mesa Orange 0.124% 0.152% 0.1288366%
City Cypress Orange 0.033% 0.0271937%
City Dana Point Orange 0.001% 0.0005560%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -163- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Fountain Valley Orange 0.055% 0.0455980%
City Fullerton Orange 0.137% 0.168% 0.1425744%
City Garden Grove Orange 0.213% 0.1752482%
City Huntington Beach Orange 0.247% 0.302% 0.2568420%
City Irvine Orange 0.139% 0.170% 0.1442350%
City Laguna Beach Orange 0.047% 0.058% 0.0493043%
City Laguna Hills Orange 0.014% 0.0115457%
City Laguna Niguel Orange 0.001% 0.0007071%
City Laguna Woods Orange 0.001% 0.0006546%
City La Habra Orange 0.060% 0.073% 0.0621049%
City Lake Forest Orange 0.012% 0.0101249%
City La Palma Orange 0.012% 0.0095439%
City Los Alamitos Orange 0.008% 0.0069190%
City Mission Viejo Orange 0.014% 0.0117560%
City Newport Beach Orange 0.179% 0.1470134%
City Orange Orange 0.150% 0.1231320%
City Placentia Orange 0.029% 0.035% 0.0298912%
City Rancho Santa Margarita Orange 0.001% 0.0006296%
City San Clemente Orange 0.008% 0.010% 0.0086083%
City San Juan Capistrano Orange 0.008% 0.0065510%
City Santa Ana Orange 0.502% 0.614% 0.5213866%
City Seal Beach Orange 0.020% 0.0165891%
City Stanton Orange 0.035% 0.0291955%
City Tustin Orange 0.073% 0.0600341%
City Westminster Orange 0.104% 0.127% 0.1082721%
City Yorba Linda Orange 0.044% 0.0362223%
County Placer County Placer 1.045% 1.278% 1.0861002%
City Auburn Placer 0.017% 0.0141114%
City Lincoln Placer 0.031% 0.0255599%
City Rocklin Placer 0.076% 0.0625485%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -164- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Roseville Placer 0.196% 0.1616559%
County Plumas County Plumas 0.205% 0.251% 0.2128729%
County Riverside County Riverside 4.534% 5.547% 4.7128296% City Banning Riverside 0.017% 0.0143848%
City Beaumont Riverside 0.021% 0.0171135%
City Blythe Riverside 0.012% 0.0096714%
City Canyon Lake Riverside 0.000% 0.0001761%
City Cathedral City Riverside 0.067% 0.0553614%
City Coachella Riverside 0.021% 0.0173054%
City Corona Riverside 0.147% 0.1207083%
City Desert Hot Springs Riverside 0.024% 0.0200433%
City Eastvale Riverside 0.000% 0.0002747%
City Hemet Riverside 0.051% 0.0421792%
City Indio Riverside 0.056% 0.0457794%
City Jurupa Valley Riverside 0.001% 0.0008991%
City Lake Elsinore Riverside 0.021% 0.0172949%
City La Quinta Riverside 0.063% 0.0516732%
City Menifee Riverside 0.032% 0.0260909%
City Moreno Valley Riverside 0.137% 0.1130348%
City Murrieta Riverside 0.048% 0.059% 0.0497423%
City Norco Riverside 0.016% 0.0134542%
City Palm Desert Riverside 0.083% 0.0682465%
City Palm Springs Riverside 0.076% 0.0629862%
City Perris Riverside 0.009% 0.0076774%
City Rancho Mirage Riverside 0.052% 0.0431098%
City Riverside Riverside 0.268% 0.2206279%
City San Jacinto Riverside 0.010% 0.0085936%
City Temecula Riverside 0.022% 0.0180086%
City Wildomar Riverside 0.008% 0.0062500%
County Sacramento County Sacramento 3.797% 4.645% 3.9465887% DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -165- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Citrus Heights Sacramento 0.057% 0.0465312%
City Elk Grove Sacramento 0.130% 0.1066994%
City Folsom Sacramento 0.108% 0.0890850%
City Galt Sacramento 0.017% 0.0143704%
City Rancho Cordova Sacramento 0.008% 0.0067679%
City Sacramento Sacramento 0.721% 0.882% 0.7496530%
County San Benito County San Benito 0.106% 0.130% 0.1101417% City Hollister San Benito 0.027% 0.0225355%
County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% City Adelanto San Bernardino 0.008% 0.0066640%
City Apple Valley San Bernardino 0.025% 0.0207360%
City Barstow San Bernardino 0.015% 0.0122056%
City Chino San Bernardino 0.064% 0.0525893%
City Chino Hills San Bernardino 0.001% 0.0006388%
City Colton San Bernardino 0.031% 0.0253443%
City Fontana San Bernardino 0.112% 0.0920543%
City Grand Terrace San Bernardino 0.006% 0.0051051%
City Hesperia San Bernardino 0.035% 0.0291522%
City Highland San Bernardino 0.004% 0.0029061%
City Loma Linda San Bernardino 0.009% 0.0071188%
City Montclair San Bernardino 0.039% 0.0322108%
City Ontario San Bernardino 0.179% 0.1472934%
City Rancho Cucamonga San Bernardino 0.084% 0.0689431%
City Redlands San Bernardino 0.057% 0.0469150%
City Rialto San Bernardino 0.073% 0.0603206%
City San Bernardino San Bernardino 0.178% 0.1461880%
City Twentynine Palms San Bernardino 0.002% 0.0012605%
City Upland San Bernardino 0.052% 0.0424460%
City Victorville San Bernardino 0.033% 0.0269400%
City Yucaipa San Bernardino 0.016% 0.0128772%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -166- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Yucca Valley San Bernardino 0.003% 0.0021228%
County San Diego County San Diego 5.706% 6.980% 5.9309748% City Carlsbad San Diego 0.128% 0.1050485%
City Chula Vista San Diego 0.189% 0.231% 0.1961456%
City Coronado San Diego 0.044% 0.0359095%
City El Cajon San Diego 0.113% 0.0933582%
City Encinitas San Diego 0.061% 0.074% 0.0630289%
City Escondido San Diego 0.145% 0.1192204%
City Imperial Beach San Diego 0.014% 0.0118283%
City La Mesa San Diego 0.055% 0.068% 0.0575593%
City Lemon Grove San Diego 0.022% 0.0183911%
City National City San Diego 0.080% 0.0656808%
City Oceanside San Diego 0.213% 0.1753428%
City Poway San Diego 0.062% 0.0511040%
City San Diego San Diego 1.975% 2.416% 2.0531169%
City San Marcos San Diego 0.089% 0.0733897%
City Santee San Diego 0.033% 0.0268401%
City Solana Beach San Diego 0.017% 0.0138564%
City Vista San Diego 0.052% 0.0425144%
Consolidated San Francisco San Francisco 3.026% 3.702% 3.1457169% County San Joaquin County San Joaquin 1.680% 2.055% 1.7460399% City Lathrop San Joaquin 0.009% 0.0075394%
City Lodi San Joaquin 0.053% 0.0439484%
City Manteca San Joaquin 0.054% 0.0443454%
City Ripon San Joaquin 0.013% 0.0104219%
City Stockton San Joaquin 0.313% 0.383% 0.3256176%
City Tracy San Joaquin 0.084% 0.0692047%
County San Luis Obispo County San Luis Obispo 0.816% 0.999% 0.8484126% City Arroyo Grande San Luis Obispo 0.024% 0.0199053%
City Atascadero San Luis Obispo 0.029% 0.0240680%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -167- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
County San Mateo County San Mateo 1.074% 1.313% 1.1159599% City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa Barbara 1.132% 1.385% 1.1768968% City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa Clara 2.404% 2.941% 2.4987553% City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -168- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0.0103338%
City Los Gatos Santa Clara 0.013% 0.0103220%
City Milpitas Santa Clara 0.036% 0.0298120%
City Morgan Hill Santa Clara 0.015% 0.0124619%
City Mountain View Santa Clara 0.041% 0.0334608%
City Palo Alto Santa Clara 0.039% 0.0323080%
City San Jose Santa Clara 0.294% 0.360% 0.3054960%
City Santa Clara Santa Clara 0.067% 0.0549723%
City Saratoga Santa Clara 0.004% 0.0034161%
City Sunnyvale Santa Clara 0.053% 0.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0.8135396% City Capitola Santa Cruz 0.020% 0.0168191%
City Santa Cruz Santa Cruz 0.143% 0.1180348%
City Scotts Valley Santa Cruz 0.015% 0.0126525%
City Watsonville Santa Cruz 0.063% 0.0520136%
County Shasta County Shasta 1.095% 1.339% 1.1380191%
City Anderson Shasta 0.024% 0.0198896%
City Redding Shasta 0.284% 0.2334841%
City Shasta Lake Shasta 0.004% 0.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0.2373393% County Solano County Solano 0.760% 0.6260795%
City Benicia Solano 0.031% 0.0253903%
City Dixon Solano 0.016% 0.0130849%
City Fairfield Solano 0.109% 0.0897317%
City Suisun City Solano 0.021% 0.0176183%
City Vacaville Solano 0.119% 0.0976497%
City Vallejo Solano 0.167% 0.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1.2661290%
City Healdsburg Sonoma 0.032% 0.0266929%
City Petaluma Sonoma 0.081% 0.0667507%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -169- APPENDIX 1
14 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County Stanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
County Sutter County Sutter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County Tehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County Trinity 0.082% 0.101% 0.0855476%
County Tulare County Tulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County Tuolumne 0.486% 0.594% 0.5047621% County Ventura County Ventura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -170- APPENDIX 1
15 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Oxnard Ventura 0.156% 0.190% 0.1617338%
City Port Hueneme Ventura 0.021% 0.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0.0702181% City Santa Paula Ventura 0.014% 0.0119072%
City Simi Valley Ventura 0.065% 0.0533043%
City Thousand Oaks Ventura 0.022% 0.0179902%
County Yolo County Yolo 0.357% 0.437% 0.3713319%
City Davis Yolo 0.055% 0.0451747%
City West Sacramento Yolo 0.066% 0.0544321%
City Woodland Yolo 0.058% 0.0477904%
County Yuba County Yuba 0.214% 0.262% 0.2225679%
City Marysville Yuba 0.014% 0.0112079%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -171- 1 APPENDIX 2
Cost Reimbursement Procedure

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2 i. If a Plaintiff Subdivision is eligible to seek reimbursement of Costs, in whole or in part, from funds available under Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section X and Exhibit R of the CVS Settlement Agreement, Section IX and Exhibit R of the Walgreens Settlement Agreement, Section IX and Exhibit R of the Walmart Settlement Agreement, Section X or Exhibit R of the Distributor Settlement Agreement, or Section XI or Exhibit R of the Janssen Settlement Agreement, it must first make a timely application for reimbursement from such funds. To allow sufficient time for determination of those applications, no claim for Costs to the CA Subdivision Fund under this Agreement may be made before the First Claims Date. ii. A Plaintiff Subdivision that wishes to be reimbursed from the CA Subdivision Fund must submit a claim to the Special Master no later than forty-five (45) days after the First Claims Date. The Special Master will then compile and redistribute the aggregated claim totals for each Plaintiff Subdivision via email to representatives of all the Plaintiff Subdivisions. A claim for attorney and staff time must list, for each attorney or staff member included in the claim, the following information: name, title, total hours claimed, hourly rate (including, if sought, benefits and share of overhead), and narrative summarizing the general nature of the work performed by the attorney or staff member. For reimbursement of “hard” costs, the subdivision may aggregate across a category (e.g., total for travel costs). It is the intention of the Plaintiff Subdivisions that submission of documents related to reimbursement of Costs does not waive any attorney-client privilege or exemptions to the California Public Records Act.
iii. The Special Master may request, at his or her sole option, additional documents or details to assist in the final award of Costs.
iv. The Special Master will review claims for reasonableness and will notify each Plaintiff Subdivision of the final determination of its claim, and will provide a list of all final awards to all Plaintiff Subdivisions by email or, upon request, via First Class U.S. Mail. Any Plaintiff Subdivision may ask the Special Master to reconsider any final award within twenty-one (21) days. The Special Master will make a final determination on any such reconsideration request within thirty (30) days of receipt. v. Any decision of the Special Master is final and binding, and will be considered under the California Arbitration Act, Code of Civil Procedure section 1280 et seq. as a final arbitration award. Nothing in this agreement is intended to expand the scope of judicial review of the final award for errors of fact or law, and the Parties agree that they may only seek to vacate the award if clear and convincing evidence demonstrates one of the factors set forth in Code of Civil Procedure, section 1286.2, subdivision (a). Plaintiff Subdivisions will have fourteen (14) days after all final awards are made, together with any final determination of a request for reconsideration, to seek review in the Superior Court of California, pursuant to Code of Civil Procedure, section 1285, where the State has filed its Consent Judgment.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -173-
3 vi. The Special Master will prepare a report of Costs that includes his or her fees and expenses at least ninety (90) days before the Payment Date for each Annual Payment. The Special Master’s preparation of a report of Costs does not discharge a Plaintiff Subdivision’s reporting requirement under Section VIII.C of the Teva Settlement Agreement.
vii. A member of the Plaintiff Subdivision Committee, which is a CA Participating Subdivision, will submit to the Settlement Fund Administrator and Teva a report of the fees and expenses incurred by the Special Master pursuant to Section VIII.C of the Teva Settlement Agreement.
c) Claims Priority and Limitation.
i. The Special Master will submit invoices for compensation of reasonable fees and expenses to the Plaintiff Subdivision Committee no later than ninety (90) days prior to the Payment Date for each Annual Payment. The Plaintiff Subdivision Committee will promptly review and, if reasonable, approve the Special Master’s invoice for compensation. The Plaintiff Subdivision Committee will submit approved invoices to the Settlement Fund Administrator for payment. The Special Master’s approved invoices have priority and will be paid first from the CA Subdivision Fund before any award of Costs, subject to the limitation in Section

2.c.v below.
ii. Final Awards of Costs that do not exceed seventy-five thousand dollars ($75,000.00) will be paid next in priority after the Special Master’s approved invoices.
iii. Final Awards of Costs in excess of seventy-five thousand dollars ($75,000.00) will be paid proportionally from the funds remaining in that year’s Annual Payment. iv. Any claim for Costs that is not paid in full will be allocated against the next year’s distribution from the CA Subdivision Fund, until all approved claims for Costs are paid in full.
v. In no event will more than 50% of the total CA Subdivision Fund received in any year be used to pay Costs or the Special Master’s approved invoices. vi. In no event shall more than $28 million of the total CA Subdivision Funds paid pursuant to the Teva Settlement Agreement, Allergan Settlement Agreement, Distributor Settlement Agreement, CVS Settlement Agreement, Janssen Settlement Agreement, Walgreens Settlement Agreement, and the Walmart Settlement Agreement be used to pay Costs.
d) Collateral Source Payments and Third-Party Settlement. i. In the event a Plaintiff Subdivision is awarded compensation, in whole or in part, by any source of funds created as a result of litigation against an Opioid Defendant for 4 its reasonable Costs, it will reduce its claim for Costs from the CA Subdivision Fund by that amount. If a Plaintiff Subdivision has already received a DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -174-
4 final award of Costs from the CA Subdivision Fund, it will repay the fund up to the prior award of Costs via a payment to the Settlement Fund Administrator or notify the Settlement Fund Administrator that its allocation from the next and subsequent Annual Payments should be reduced accordingly. If the Plaintiff Subdivision is repaying any prior award of Costs, that repayment will occur as soon as is feasible after the Plaintiff Subdivision’s receipt of Cost funds from the collateral source, but no more than 90 days after its receipt from the collateral source. The Settlement Fund Administrator will add any repaid Costs to the CA Subdivision Fund. Any Plaintiff Subdivision that has submitted for reimbursement to any national fund and has not received a final determination by the First Claims Date may request that the settlement administrator withhold some or all of its payment from the CA Subdivision Fund in order to avoid repayment.
ii. In the event a Plaintiff Subdivision reaches a monetary settlement or compromise against any Opioid Defendant outside of the National Opioid Settlement, the monetary portion of such settlement, net of fees paid to outside contingency fee counsel and of funds earmarked strictly for abatement, will be credited against its Costs and the subdivision will be ineligible to recover those credited Costs from the CA Subdivision Fund. Plaintiff Subdivisions negotiating monetary settlements or compromises against any Opioid Defendant outside of the National Opioid Settlement will negotiate for funds to repay any Costs it previously received from the CA Subdivision Fund or for Costs it otherwise might be eligible to claim from the CA Subdivision Fund. If such a settlement is paid after all final approved claims for Costs by all Plaintiff Subdivisions are satisfied in full, the settling subdivision will reimburse the CA Subdivision Fund in that amount by making payment to the Settlement Fund Administrator to add to the CA Subdivision Fund in a manner consistent with the repayments described in section 2.d.i above.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -175-
1 APPENDIX 3

Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Teva Settlement Agreement and CA Teva Allocation Agreement, as well as any other limitations imposed by law, use funds that it receives from the Teva Settlement CA Subdivision Fund to pay a contingent fee to [COUNSEL]. Any such payment from [SUBDIVISION] to [COUNSEL], together with any contingency fees that [COUNSEL] may receive from the national Attorney Fee Fund, will not exceed a total contingency fee of [PERCENTAGE NOT TO EXCEED 15%] of the total gross recovery of [SUBDIVISION] from the Teva Settlement. [COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Teva Settlement Agreement before seeking or accepting payment under this backstop agreement. [COUNSEL] further certify that they are not seeking and will not accept payment under this backstop agreement of any litigation fees or costs that have been reimbursed through prior settlements or judgments.

The Attorney General is executing this agreement solely because the definition of “State BackStop Agreement” in Exhibit R of the Teva Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -176-
1 Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – Walgreens Settlement

1. Introduction
Pursuant to the Walgreens Settlement Agreement, dated as of December 9, 2022, and any revision thereto (the “Walgreens Settlement Agreement”), including Section V and Exhibit O, the State of California proposes this agreement (the “CA Walgreens Allocation Agreement”) to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections IV and V of the Walgreens Settlement Agreement. For the avoidance of doubt, this agreement does not apply to payments made pursuant to Section IX of the Walgreens Settlement Agreement.

Pursuant to Exhibit O, Paragraph 4, of the Walgreens Settlement Agreement, acceptance of this CA Walgreens Allocation Agreement is a requirement to be an Initial Participating Subdivision.

2. Definitions
a) CA Participating Subdivision means a Participating Subdivision that is also (a) a Plaintiff Subdivision and/or (b) a Primary Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts) and/or Exhibit I to the Walgreens Settlement Agreement.
b) Allergan Settlement Agreement means the Allergan Settlement Agreement dated November 22, 2022, and any revision thereto.
c) CVS Settlement Agreement means the CVS Settlement Agreement dated December 9, 2022, and any revision thereto as well as any modification thereto entered into by the State of California and CVS.
d) Distributor Settlement Agreement means the Distributor Settlement Agreement dated July 21, 2021, and any revision thereto.
e) Janssen Settlement Agreement means the Janssen Settlement Agreement dated July 21, 2021, and any revision thereto.
f) Teva Settlement Agreement means the Teva Settlement Agreement dated November 22, 2022, and any revision thereto.
g) Walmart Settlement Agreement means the Walmart Settlement Agreement dated November 14, 2022, and any revision thereto.
h) CA Litigating Special District means a Litigating Special District located in California. CA Litigating Special Districts include Downey Unified School District, Elk Grove Unified School District, Kern High School District, Montezuma Fire Protection District (located in Stockton, California), Santa Barbara San Luis Obispo Regional Health Authority, Inland Empire Health Plan, Health Plan of San Joaquin, San Leandro Unified School District, DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -177-
2 Pleasant Valley School District Board, and LA Care Health Plan. i) Plaintiff Subdivision means a Subdivision located in California, other than a CA Litigating Special District, that filed a lawsuit, on behalf of the Subdivision and/or through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. j) Opioid Defendant means any defendant (including but not limited to Walgreen Co., Teva Pharmaceutical Industries Ltd., Allergan Finance, LLC, Allergan Limited, CVS Health Corporation, CVS Pharmacy, Inc., Walmart Inc., Johnson & Johnson, Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health, Inc., AmerisourceBergen Corporation, and McKesson Corporation) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020.

3. General Terms
This agreement is subject to the requirements of the Walgreens Settlement Agreement, as well as applicable law, and the Walgreens Settlement Agreement governs over any inconsistent provision of this CA Walgreens Allocation Agreement. Terms used in this CA Walgreens Allocation Agreement have the same meaning as in the Walgreens Settlement Agreement unless otherwise defined herein.

Pursuant to Section V(D)(1) of the Walgreens Settlement Agreement, (a) all Settlement Fund payments will be used for Opioid Remediation, except as allowed by Section V(B)(2) of the Walgreens Settlement Agreement; and (b) at least seventy percent (70%) of Settlement Fund payment amounts will be used solely for future Opioid Remediation.

4. State Allocation
The Settlement Fund payments to California,1pursuant to the Walgreens Settlement Agreement, shall be allocated as follows: 15% to the State Fund; 70% to the Abatement Accounts Fund; and 15% to the Subdivision Fund. For the avoidance of doubt, all funds allocated to California from the Settlement Fund shall be combined pursuant to this CA Walgreens Allocation Agreement, and 15% of that total shall be allocated to the State of California (the “State of California Allocation”), 70% to the California Abatement Accounts Fund (“CA Abatement Accounts Fund”), and 15% to the California Subdivision Fund (“CA Subdivision Fund”). 1 For purposes of clarity, use of the term “California” refers to the geographic territory of California and the state and its local governments therein. The term “State” or “State of California” refers to the State of California as a governmental unit.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -178-
3 A. State of California Allocation
Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by the State for future Opioid Remediation.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -179-
4 e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Walgreens Settlement Agreement and this CA Walgreens Allocation Agreement shall be transferred to the State; provided however, that CA Participating Subdivisions have seven years to expend or encumber CA Abatement Accounts Funds designated to support capital outlay projects before they must be transferred to the State. This provision shall not apply to the Cost Reimbursement Funds, which shall be controlled by Appendix 2.
ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E to the Walgreens Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA Participating Subdivision from the Abatement Accounts Fund in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction; and/or (5) interventions to prevent drug addiction in vulnerable youth. c) The California Department of Health Care Services (“DHCS”) may add to this list (but not delete from it) by designating additional High Impact Abatement Activities. DHCS will make reasonable efforts to consult with stakeholders, including the CA Participating Subdivisions, before adding additional High Impact Abatement Activities to this list.
d) For the avoidance of doubt, and subject to the requirements of the Walgreens Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -180-
5 ventures, or otherwise work in collaboration with, federal, state, local, tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund. Further, provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Walgreens Settlement Agreement and this CA Walgreens Allocation Agreement, a county and any cities or towns within the county may agree to reallocate their respective shares of the CA Abatement Accounts Funds among themselves, provided that any direct distribution may only be to a CA Participating Subdivision and any CA Participating Subdivision must agree to their share being reallocated.
iii. CA Abatement Accounts Fund Oversight
a) Pursuant to Section 5 below, CA Participating Subdivisions receiving settlement funds must prepare and file reports annually regarding the use of those funds. DHCS may regularly review the reports prepared by CA Participating Subdivisions about the use of CA Abatement Accounts Funds for compliance with the Walgreens Settlement Agreement and this CA Walgreens Allocation Agreement.
b) If DHCS determines that a CA Participating Subdivision’s use of CA Abatement Accounts Funds is inconsistent with the Walgreens Settlement Agreement or this CA Walgreens Allocation Agreement, whether through review of reports or information from any other sources, DHCS shall send a request to meet and confer with the CA Participating Subdivision. The parties shall meet and confer in an effort to resolve the concern.
c) If the parties are unable to reach a resolution, DHCS may conduct an audit of the Subdivision’s use of the CA Abatement Accounts Funds within one year of the request to meet and confer, unless the parties mutually agree in writing to extend the meet and confer time frame.
d) If the concern still cannot be resolved, the State may bring a motion or action in the court where the State has filed its Consent Judgment to resolve the concern or otherwise enforce the requirements of the Walgreens Settlement Agreement or this CA Walgreens Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds, more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement.
e) Notwithstanding the foregoing, this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities, or to pursue administrative, civil, or criminal enforcement actions.

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6 C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Walgreens Settlement Agreement and this CA Walgreens Allocation Agreement, to fund future Opioid Remediation and reimburse past opioid-related expenses, which may include fees and expenses related to litigation, and to pay the reasonable fees and expenses of the Special Master as set forth in Appendix 2.

D. Provision for State Back-Stop Agreement
On August 6, 2021, Judge Dan Polster of the U.S. District Court, Northern District of Ohio, Eastern Division, issued an order (ECF Docket Number 3814) (“MDL Fees Order”) in the National Prescription Opiate Litigation (MDL No. 2804) “cap[ping] all applicable contingent fee agreements at 15%.” Private counsel representing Plaintiff Subdivisions should seek its contingency fees and costs from the Attorney Fee Fund or Cost Funds under the Walgreens Settlement Agreement, and, if applicable, the Teva Settlement Agreement, Allergan Settlement Agreement, CVS Settlement Agreement, Distributor Settlement Agreement, Janssen Settlement Agreement, and Walmart Settlement Agreement.

Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Walgreens Settlement Agreement. Further, DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -182-
7 private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

5. State and Subdivision Reporting
a) DHCS will prepare an annual written report regarding the State’s use of funds from the settlement until those funds are fully expended and for one year thereafter. These reports will be made publicly available on the DHCS web site.
b) Each CA Participating Subdivision that receives payments of funds from the settlement will prepare written reports at least annually regarding the use of those funds, until those funds are fully expended and for one year thereafter. These reports will also include a certification that all funds that the CA Participating Subdivision has received through the settlement have been used in compliance with the Walgreens Settlement Agreement and this CA Walgreens Allocation Agreement. The report will be in a form reasonably determined by DHCS. Prior to specifying the form of the report DHCS will confer with representatives of the Plaintiff Subdivisions.
c) The State and all CA Participating Subdivisions receiving CA Abatement Accounts Funds will track all deposits and expenditures. Each such subdivision is responsible solely for the CA Abatement Accounts Funds it receives. A county is not responsible for oversight, reporting, or monitoring of CA Abatement Accounts Funds received by a city within that county that receives direct payment. Unless otherwise exempt, Subdivisions’ expenditures and uses of CA Abatement Accounts Funds and other Settlement Funds will be subject to the normal budgetary and expenditure process of the Subdivision. d) Each Plaintiff Subdivision receiving CA Subdivision Funds will track all deposits and expenditures, as required by the Walgreens Settlement Agreement and this CA Walgreens Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from the CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report, the amount and how such funds were used, including if used to pay attorneys’ fees, investigation costs, or litigation costs. Pursuant to Section V(B)(2) of the Walgreens Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and Walgreens.

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8 e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.

6. Miscellaneous
a) The State or any CA Participating Subdivision may bring a motion or action in the court where the State has filed its Consent Judgment to enforce the requirements of this CA Walgreens Allocation Agreement. Before filing such a motion or action the State will meet and confer with any CA Participating Subdivision that is the subject of the anticipated motion or action, and vice versa.
b) Except as provided in the Walgreens Settlement Agreement, this CA Walgreens Allocation Agreement is not enforceable by any party other than the State and the CA Participating Subdivisions. It does not confer any rights or remedies upon, and shall not be enforceable by, any third party.
c) Except as provided in the CA Walgreens Allocation Agreement, if any provision of this agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this agreement, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the Walgreens Settlement Agreement, this agreement shall be governed by and interpreted in accordance with the laws of California.

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9 The undersigned, Hillsborough town, ACKNOWLEDGES acceptance of this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Walgreens Settlement is a requirement to be an Initial Participating Subdivision in the Walgreens Settlement and ACCEPTS this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Walgreens Settlement. EXECUTED on /date_1_walgreens/.

Signature: /signer_1_teva_allergan/
Name: /name_1_teva_allergan/
Title: /title_1_teva_allergan/
Date: /date_1_walgreens/
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -185-
APPENDIX 1
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Walgreens Settlement, whereas the percentages shown in the Abatement Percentage column should not change. Participating Subdivisions, underlying calculations, and the calculated allocation percentages are subject to change.

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1 of 15
100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2.4237952%
City Alameda Alameda 0.069% 0.0570162%
City Albany Alameda 0.013% 0.0107768%
City Berkeley Alameda 0.152% 0.1249656%
City Dublin Alameda 0.033% 0.040% 0.0338810%
City Emeryville Alameda 0.023% 0.0185765%
City Fremont Alameda 0.108% 0.0888576%
City Hayward Alameda 0.117% 0.0966218%
City Livermore Alameda 0.054% 0.0446740%
City Newark Alameda 0.026% 0.0217626%
City Oakland Alameda 0.486% 0.595% 0.5055601%
City Piedmont Alameda 0.014% 0.0114064%
City Pleasanton Alameda 0.067% 0.0554547%
City San Leandro Alameda 0.039% 0.0321267%
City Union City Alameda 0.043% 0.0352484%
County Amador County Amador 0.226% 0.277% 0.2349885%
County Butte County Butte 1.615% 1.975% 1.6783178%
City Chico Butte 0.216% 0.264% 0.2246499%
City Oroville Butte 0.079% 0.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0.2351644% County Colusa County Colusa 0.059% 0.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2.1844585% City Antioch Contra Costa 0.037% 0.0301879%
City Brentwood Contra Costa 0.026% 0.0215339%
City Clayton Contra Costa 0.002% 0.0018060%
City Concord Contra Costa 0.055% 0.0456676%
City Danville Contra Costa 0.010% 0.0082255%
City El Cerrito Contra Costa 0.023% 0.0189024%
City Hercules Contra Costa 0.010% 0.0078273%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -187- APPENDIX 1
2 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0.0046030%
City Martinez Contra Costa 0.012% 0.0098593%
City Moraga Contra Costa 0.004% 0.0031007%
City Oakley Contra Costa 0.010% 0.0079416%
City Orinda Contra Costa 0.005% 0.0038157%
City Pinole Contra Costa 0.013% 0.0110909%
City Pittsburg Contra Costa 0.053% 0.0436369%
City Pleasant Hill Contra Costa 0.013% 0.0106309%
City Richmond Contra Costa 0.146% 0.1201444%
City San Pablo Contra Costa 0.018% 0.0148843%
City San Ramon Contra Costa 0.021% 0.0176459%
City Walnut Creek Contra Costa 0.026% 0.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0.1189608% County El Dorado County El Dorado 0.768% 0.939% 0.7980034% City Placerville El Dorado 0.015% 0.0127642%
City South Lake Tahoe El Dorado 0.081% 0.0665456%
County Fresno County Fresno 1.895% 2.318% 1.9693410%
City Clovis Fresno 0.065% 0.0536211%
City Coalinga Fresno 0.012% 0.0098554%
City Fresno Fresno 0.397% 0.3270605%
City Kerman Fresno 0.005% 0.0042534%
City Kingsburg Fresno 0.008% 0.0066167%
City Mendota Fresno 0.002% 0.0019387%
City Orange Cove Fresno 0.004% 0.0035607%
City Parlier Fresno 0.008% 0.0069755%
City Reedley Fresno 0.012% 0.0098804%
City Sanger Fresno 0.018% 0.0146135%
City Selma Fresno 0.015% 0.0127537%
County Glenn County Glenn 0.107% 0.131% 0.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1.0703185% DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -188- APPENDIX 1
3 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0.0447660%
City Eureka Humboldt 0.117% 0.143% 0.1216284%
City Fortuna Humboldt 0.032% 0.0266837%
County Imperial County Imperial 0.258% 0.315% 0.2679006% City Brawley Imperial 0.011% 0.0087986%
City Calexico Imperial 0.019% 0.0152799%
City El Centro Imperial 0.158% 0.1302522%
City Imperial Imperial 0.006% 0.0048791%
County Inyo County Inyo 0.073% 0.089% 0.0754413%
County Kern County Kern 2.517% 3.079% 2.6159145%
City Arvin Kern 0.006% 0.0046425%
City Bakersfield Kern 0.212% 0.1747198%
City California City Kern 0.009% 0.0070820%
City Delano Kern 0.030% 0.0249316%
City McFarland Kern 0.003% 0.0025644%
City Ridgecrest Kern 0.015% 0.0120938%
City Shafter Kern 0.013% 0.0103417%
City Tehachapi Kern 0.009% 0.0073580%
City Wasco Kern 0.008% 0.0069861%
County Kings County Kings 0.293% 0.2413469%
City Avenal Kings 0.007% 0.0056335%
City Corcoran Kings 0.013% 0.0107032%
City Hanford Kings 0.027% 0.0226038%
City Lemoore Kings 0.016% 0.0131900%
County Lake County Lake 0.795% 0.6545389%
City Clearlake Lake 0.041% 0.050% 0.0426253%
City Lakeport Lake 0.021% 0.026% 0.0222964%
County Lassen County Lassen 0.319% 0.391% 0.3320610%
City Susanville Lassen 0.027% 0.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 14.4437559% DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -189- APPENDIX 1
4 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Agoura Hills Los Angeles 0.005% 0.0040024%
City Alhambra Los Angeles 0.042% 0.0343309%
City Arcadia Los Angeles 0.033% 0.0267718%
City Artesia Los Angeles 0.001% 0.0005100%
City Azusa Los Angeles 0.026% 0.0210857%
City Baldwin Park Los Angeles 0.027% 0.0218520%
City Bell Los Angeles 0.008% 0.0068783%
City Bellflower Los Angeles 0.002% 0.0014485%
City Bell Gardens Los Angeles 0.014% 0.0114301%
City Beverly Hills Los Angeles 0.065% 0.0534897%
City Burbank Los Angeles 0.100% 0.0823132%
City Calabasas Los Angeles 0.006% 0.0048948%
City Carson Los Angeles 0.019% 0.0159805%
City Cerritos Los Angeles 0.005% 0.0039682%
City Claremont Los Angeles 0.010% 0.0082584%
City Commerce Los Angeles 0.000% 0.0002971%
City Compton Los Angeles 0.044% 0.0361882%
City Covina Los Angeles 0.028% 0.0229127%
City Cudahy Los Angeles 0.001% 0.0006020%
City Culver City Los Angeles 0.055% 0.0449894%
City Diamond Bar Los Angeles 0.001% 0.0006993%
City Downey Los Angeles 0.052% 0.0429994%
City Duarte Los Angeles 0.003% 0.0027261%
City El Monte Los Angeles 0.031% 0.038% 0.0318985%
City El Segundo Los Angeles 0.033% 0.0268020%
City Gardena Los Angeles 0.034% 0.0278088%
City Glendale Los Angeles 0.166% 0.1366586%
City Glendora Los Angeles 0.016% 0.0134411%
City Hawaiian Gardens Los Angeles 0.005% 0.0040549%
City Hawthorne Los Angeles 0.050% 0.0407833%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -190- APPENDIX 1
5 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Cañada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811%
City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -191- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City San Dimas Los Angeles 0.003% 0.0022016%
City San Fernando Los Angeles 0.013% 0.0104837%
City San Gabriel Los Angeles 0.018% 0.0147726%
City San Marino Los Angeles 0.009% 0.0073791%
City Santa Clarita Los Angeles 0.022% 0.0178167%
City Santa Fe Springs Los Angeles 0.031% 0.0257531%
City Santa Monica Los Angeles 0.158% 0.1298513%
City Sierra Madre Los Angeles 0.006% 0.0048646%
City Signal Hill Los Angeles 0.010% 0.0084884%
City South El Monte Los Angeles 0.005% 0.0039603%
City South Gate Los Angeles 0.020% 0.0166272%
City South Pasadena Los Angeles 0.012% 0.0095334%
City Temple City Los Angeles 0.005% 0.0039498%
City Torrance Los Angeles 0.112% 0.0919820%
City Walnut Los Angeles 0.006% 0.0047305%
City West Covina Los Angeles 0.049% 0.0404521%
City West Hollywood Los Angeles 0.013% 0.0108517%
City Whittier Los Angeles 0.032% 0.0260581%
County Madera County Madera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County Marin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County Mariposa 0.084% 0.103% 0.0876131% County Mendocino County Mendocino 0.439% 0.536% 0.4558394% City Ukiah Mendocino 0.039% 0.0317153%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -192- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Merced County Merced 0.551% 0.674% 0.5724262%
City Atwater Merced 0.024% 0.0195846%
City Livingston Merced 0.006% 0.0045873%
City Los Banos Merced 0.020% 0.0165142%
City Merced Merced 0.061% 0.0500762%
County Modoc County Modoc 0.065% 0.080% 0.0678250%
County Mono County Mono 0.023% 0.029% 0.0242606%
County Monterey County Monterey 0.908% 1.111% 0.9437083% City Greenfield Monterey 0.006% 0.0050552%
City King City Monterey 0.005% 0.0037355%
City Marina Monterey 0.017% 0.0144098%
City Monterey Monterey 0.041% 0.0336540%
City Pacific Grove Monterey 0.009% 0.0074842%
City Salinas Monterey 0.094% 0.0776576%
City Seaside Monterey 0.023% 0.0191772%
City Soledad Monterey 0.007% 0.0060870%
County Napa County Napa 0.288% 0.352% 0.2994325%
City American Canyon Napa 0.017% 0.0136869%
City Napa Napa 0.078% 0.0642783%
County Nevada County Nevada 0.441% 0.539% 0.4579827%
City Grass Valley Nevada 0.024% 0.0197805%
City Truckee Nevada 0.003% 0.0023843%
County Orange County Orange 4.364% 5.339% 4.5363576%
City Aliso Viejo Orange 0.014% 0.0113841%
City Anaheim Orange 0.554% 0.678% 0.5759282%
City Brea Orange 0.086% 0.0708897%
City Buena Park Orange 0.087% 0.0714352%
City Costa Mesa Orange 0.124% 0.152% 0.1288366%
City Cypress Orange 0.033% 0.0271937%
City Dana Point Orange 0.001% 0.0005560%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -193- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Fountain Valley Orange 0.055% 0.0455980%
City Fullerton Orange 0.137% 0.168% 0.1425744%
City Garden Grove Orange 0.213% 0.1752482%
City Huntington Beach Orange 0.247% 0.302% 0.2568420%
City Irvine Orange 0.139% 0.170% 0.1442350%
City Laguna Beach Orange 0.047% 0.058% 0.0493043%
City Laguna Hills Orange 0.014% 0.0115457%
City Laguna Niguel Orange 0.001% 0.0007071%
City Laguna Woods Orange 0.001% 0.0006546%
City La Habra Orange 0.060% 0.073% 0.0621049%
City Lake Forest Orange 0.012% 0.0101249%
City La Palma Orange 0.012% 0.0095439%
City Los Alamitos Orange 0.008% 0.0069190%
City Mission Viejo Orange 0.014% 0.0117560%
City Newport Beach Orange 0.179% 0.1470134%
City Orange Orange 0.150% 0.1231320%
City Placentia Orange 0.029% 0.035% 0.0298912%
City Rancho Santa Margarita Orange 0.001% 0.0006296%
City San Clemente Orange 0.008% 0.010% 0.0086083%
City San Juan Capistrano Orange 0.008% 0.0065510%
City Santa Ana Orange 0.502% 0.614% 0.5213866%
City Seal Beach Orange 0.020% 0.0165891%
City Stanton Orange 0.035% 0.0291955%
City Tustin Orange 0.073% 0.0600341%
City Westminster Orange 0.104% 0.127% 0.1082721%
City Yorba Linda Orange 0.044% 0.0362223%
County Placer County Placer 1.045% 1.278% 1.0861002%
City Auburn Placer 0.017% 0.0141114%
City Lincoln Placer 0.031% 0.0255599%
City Rocklin Placer 0.076% 0.0625485%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -194- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Roseville Placer 0.196% 0.1616559%
County Plumas County Plumas 0.205% 0.251% 0.2128729%
County Riverside County Riverside 4.534% 5.547% 4.7128296% City Banning Riverside 0.017% 0.0143848%
City Beaumont Riverside 0.021% 0.0171135%
City Blythe Riverside 0.012% 0.0096714%
City Canyon Lake Riverside 0.000% 0.0001761%
City Cathedral City Riverside 0.067% 0.0553614%
City Coachella Riverside 0.021% 0.0173054%
City Corona Riverside 0.147% 0.1207083%
City Desert Hot Springs Riverside 0.024% 0.0200433%
City Eastvale Riverside 0.000% 0.0002747%
City Hemet Riverside 0.051% 0.0421792%
City Indio Riverside 0.056% 0.0457794%
City Jurupa Valley Riverside 0.001% 0.0008991%
City Lake Elsinore Riverside 0.021% 0.0172949%
City La Quinta Riverside 0.063% 0.0516732%
City Menifee Riverside 0.032% 0.0260909%
City Moreno Valley Riverside 0.137% 0.1130348%
City Murrieta Riverside 0.048% 0.059% 0.0497423%
City Norco Riverside 0.016% 0.0134542%
City Palm Desert Riverside 0.083% 0.0682465%
City Palm Springs Riverside 0.076% 0.0629862%
City Perris Riverside 0.009% 0.0076774%
City Rancho Mirage Riverside 0.052% 0.0431098%
City Riverside Riverside 0.268% 0.2206279%
City San Jacinto Riverside 0.010% 0.0085936%
City Temecula Riverside 0.022% 0.0180086%
City Wildomar Riverside 0.008% 0.0062500%
County Sacramento County Sacramento 3.797% 4.645% 3.9465887% DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -195- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Citrus Heights Sacramento 0.057% 0.0465312%
City Elk Grove Sacramento 0.130% 0.1066994%
City Folsom Sacramento 0.108% 0.0890850%
City Galt Sacramento 0.017% 0.0143704%
City Rancho Cordova Sacramento 0.008% 0.0067679%
City Sacramento Sacramento 0.721% 0.882% 0.7496530%
County San Benito County San Benito 0.106% 0.130% 0.1101417% City Hollister San Benito 0.027% 0.0225355%
County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% City Adelanto San Bernardino 0.008% 0.0066640%
City Apple Valley San Bernardino 0.025% 0.0207360%
City Barstow San Bernardino 0.015% 0.0122056%
City Chino San Bernardino 0.064% 0.0525893%
City Chino Hills San Bernardino 0.001% 0.0006388%
City Colton San Bernardino 0.031% 0.0253443%
City Fontana San Bernardino 0.112% 0.0920543%
City Grand Terrace San Bernardino 0.006% 0.0051051%
City Hesperia San Bernardino 0.035% 0.0291522%
City Highland San Bernardino 0.004% 0.0029061%
City Loma Linda San Bernardino 0.009% 0.0071188%
City Montclair San Bernardino 0.039% 0.0322108%
City Ontario San Bernardino 0.179% 0.1472934%
City Rancho Cucamonga San Bernardino 0.084% 0.0689431%
City Redlands San Bernardino 0.057% 0.0469150%
City Rialto San Bernardino 0.073% 0.0603206%
City San Bernardino San Bernardino 0.178% 0.1461880%
City Twentynine Palms San Bernardino 0.002% 0.0012605%
City Upland San Bernardino 0.052% 0.0424460%
City Victorville San Bernardino 0.033% 0.0269400%
City Yucaipa San Bernardino 0.016% 0.0128772%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -196- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Yucca Valley San Bernardino 0.003% 0.0021228%
County San Diego County San Diego 5.706% 6.980% 5.9309748% City Carlsbad San Diego 0.128% 0.1050485%
City Chula Vista San Diego 0.189% 0.231% 0.1961456%
City Coronado San Diego 0.044% 0.0359095%
City El Cajon San Diego 0.113% 0.0933582%
City Encinitas San Diego 0.061% 0.074% 0.0630289%
City Escondido San Diego 0.145% 0.1192204%
City Imperial Beach San Diego 0.014% 0.0118283%
City La Mesa San Diego 0.055% 0.068% 0.0575593%
City Lemon Grove San Diego 0.022% 0.0183911%
City National City San Diego 0.080% 0.0656808%
City Oceanside San Diego 0.213% 0.1753428%
City Poway San Diego 0.062% 0.0511040%
City San Diego San Diego 1.975% 2.416% 2.0531169%
City San Marcos San Diego 0.089% 0.0733897%
City Santee San Diego 0.033% 0.0268401%
City Solana Beach San Diego 0.017% 0.0138564%
City Vista San Diego 0.052% 0.0425144%
Consolidated San Francisco San Francisco 3.026% 3.702% 3.1457169% County San Joaquin County San Joaquin 1.680% 2.055% 1.7460399% City Lathrop San Joaquin 0.009% 0.0075394%
City Lodi San Joaquin 0.053% 0.0439484%
City Manteca San Joaquin 0.054% 0.0443454%
City Ripon San Joaquin 0.013% 0.0104219%
City Stockton San Joaquin 0.313% 0.383% 0.3256176%
City Tracy San Joaquin 0.084% 0.0692047%
County San Luis Obispo County San Luis Obispo 0.816% 0.999% 0.8484126% City Arroyo Grande San Luis Obispo 0.024% 0.0199053%
City Atascadero San Luis Obispo 0.029% 0.0240680%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -197- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
County San Mateo County San Mateo 1.074% 1.313% 1.1159599% City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa Barbara 1.132% 1.385% 1.1768968% City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa Clara 2.404% 2.941% 2.4987553% City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -198- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0.0103338%
City Los Gatos Santa Clara 0.013% 0.0103220%
City Milpitas Santa Clara 0.036% 0.0298120%
City Morgan Hill Santa Clara 0.015% 0.0124619%
City Mountain View Santa Clara 0.041% 0.0334608%
City Palo Alto Santa Clara 0.039% 0.0323080%
City San Jose Santa Clara 0.294% 0.360% 0.3054960%
City Santa Clara Santa Clara 0.067% 0.0549723%
City Saratoga Santa Clara 0.004% 0.0034161%
City Sunnyvale Santa Clara 0.053% 0.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0.8135396% City Capitola Santa Cruz 0.020% 0.0168191%
City Santa Cruz Santa Cruz 0.143% 0.1180348%
City Scotts Valley Santa Cruz 0.015% 0.0126525%
City Watsonville Santa Cruz 0.063% 0.0520136%
County Shasta County Shasta 1.095% 1.339% 1.1380191%
City Anderson Shasta 0.024% 0.0198896%
City Redding Shasta 0.284% 0.2334841%
City Shasta Lake Shasta 0.004% 0.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0.2373393% County Solano County Solano 0.760% 0.6260795%
City Benicia Solano 0.031% 0.0253903%
City Dixon Solano 0.016% 0.0130849%
City Fairfield Solano 0.109% 0.0897317%
City Suisun City Solano 0.021% 0.0176183%
City Vacaville Solano 0.119% 0.0976497%
City Vallejo Solano 0.167% 0.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1.2661290%
City Healdsburg Sonoma 0.032% 0.0266929%
City Petaluma Sonoma 0.081% 0.0667507%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -199- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County Stanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
County Sutter County Sutter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County Tehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County Trinity 0.082% 0.101% 0.0855476%
County Tulare County Tulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County Tuolumne 0.486% 0.594% 0.5047621% County Ventura County Ventura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -200- APPENDIX 1
15 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Oxnard Ventura 0.156% 0.190% 0.1617338%
City Port Hueneme Ventura 0.021% 0.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0.0702181% City Santa Paula Ventura 0.014% 0.0119072%
City Simi Valley Ventura 0.065% 0.0533043%
City Thousand Oaks Ventura 0.022% 0.0179902%
County Yolo County Yolo 0.357% 0.437% 0.3713319%
City Davis Yolo 0.055% 0.0451747%
City West Sacramento Yolo 0.066% 0.0544321%
City Woodland Yolo 0.058% 0.0477904%
County Yuba County Yuba 0.214% 0.262% 0.2225679%
City Marysville Yuba 0.014% 0.0112079%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -201- 1 6
APPENDIX 2
Cost Reimbursement Procedure

Costs does not include attorneys’ fees, costs, or expenses incurred by private contingency fee counsel. No part of the CA Abatement Accounts Fund will be used to reimburse Costs.
b) First Claims Date means October 1, 2023 or when all applications for reimbursement of Costs, in whole or in part, from funds available under Section IX and Exhibit R of the Walgreens Settlement Agreement, Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section X and Exhibit R of the Distributor Settlement Agreement, Section XI and Exhibit R of the Janssen Settlement Agreement, Section X and Exhibit R of the CVS Settlement Agreement, or Section IX and Exhibit R of the Walmart Settlement Agreement, have been finally determined under the provisions of those agreements, whichever comes first.
c) Special Master means a retired judicial officer or former public lawyer, not presently employed or retained by a Plaintiff Subdivision, who will aggregate, review, and determine the reasonable Costs to be awarded to each Plaintiff Subdivision that submits a claim for reimbursement of Costs. The Special Master will be selected by a majority vote of the votes cast by Plaintiff Subdivisions, with each such subdivision having one vote. d) Plaintiff Subdivision Committee means the committee of Plaintiff Subdivisions that will review and approve the invoices submitted by the Special Master reflecting his or her reasonable time and expenses.

2. Cost Reimbursement to Plaintiff Subdivision
a) Purpose. Substantial resources have been expended to hold Opioid Defendants accountable for creating and profiting from the opioid crisis, and this effort has been a significant catalyst in creating National Opioid Settlements with various manufacturers, distributors, and chain pharmacies.
b) Claims Procedure.
i. If a Plaintiff Subdivision is eligible to seek reimbursement of Costs, in whole or in part, from funds available under Section IX and Exhibit R of the Walgreens DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -202-
1 7
Settlement Agreement, Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section X and Exhibit R of the CVS Settlement Agreement, Section IX and Exhibit R of the Walmart Settlement Agreement, Section X or Exhibit R of the Distributor Settlement Agreement, or Section XI or Exhibit R of the Janssen Settlement Agreement, it must first make a timely application for reimbursement from such funds. To allow sufficient time for determination of those applications, no claim for Costs to the CA Subdivision Fund under this Agreement may be made before the First Claims Date.
ii. A Plaintiff Subdivision that wishes to be reimbursed from the CA Subdivision Fund must submit a claim to the Special Master no later than forty-five (45) days after the First Claims Date. The Special Master will then compile and redistribute the aggregated claim totals for each Plaintiff Subdivision via email to representatives of all the Plaintiff Subdivisions. A claim for attorney and staff time must list, for each attorney or staff member included in the claim, the following information: name, title, total hours claimed, hourly rate (including, if sought, benefits and share of overhead), and narrative summarizing the general nature of the work performed by the attorney or staff member. For reimbursement of “hard” costs, the subdivision may aggregate across a category (e.g., total for travel costs). It is the intention of the Plaintiff Subdivisions that submission of documents related to reimbursement of Costs does not waive any attorney-client privilege or exemptions to the California Public Records Act.
iii. The Special Master may request, at his or her sole option, additional documents or details to assist in the final award of Costs.
iv. The Special Master will review claims for reasonableness and will notify each Plaintiff Subdivision of the final determination of its claim, and will provide a list of all final awards to all Plaintiff Subdivisions by email or, upon request, via First Class U.S. Mail. Any Plaintiff Subdivision may ask the Special Master to reconsider any final award within twenty-one (21) days. The Special Master will make a final determination on any such reconsideration request within thirty (30) days of receipt.
v. Any decision of the Special Master is final and binding, and will be considered under the California Arbitration Act, Code of Civil Procedure section 1280 et seq. as a final arbitration award. Nothing in this agreement is intended to expand the scope of judicial review of the final award for errors of fact or law, and the Parties agree that they may only seek to vacate the award if clear and convincing evidence demonstrates one of the factors set forth in Code of Civil Procedure, section 1286.2, subdivision (a). Plaintiff Subdivisions will have fourteen (14) days after all final awards are made, together with any final determination of a request for DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -203-
1 8
reconsideration, to seek review in the Superior Court of California, pursuant to Code of Civil Procedure, section 1285, where the State has filed its Consent Judgment. vi. The Special Master will prepare a report of Costs that includes his or her fees and expenses at least ninety (90) days before the Payment Date for each Annual Payment. The Special Master’s preparation of a report of Costs does not discharge a Plaintiff Subdivision’s reporting requirement under Section V(B)(2) of the Walgreens Settlement Agreement.
vii. A member of the Plaintiff Subdivision Committee, which is a CA Participating Subdivision, will submit to the Settlement Fund Administrator and Walgreens a report of the fees and expenses incurred by the Special Master pursuant to Section V(B)(2) of the Walgreens Settlement Agreement.
c) Claims Priority and Limitation.
i. The Special Master will submit invoices for compensation of reasonable fees and expenses to the Plaintiff Subdivision Committee no later than ninety (90) days prior to the Payment Date for each Annual Payment. The Plaintiff Subdivision Committee will promptly review and, if reasonable, approve the Special Master’s invoice for compensation. The Plaintiff Subdivision Committee will submit approved invoices to the Settlement Fund Administrator for payment. The Special Master’s approved invoices have priority and will be paid first from the CA Subdivision Fund before any award of Costs, subject to the limitation in Section

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -204-
1 9
d) Collateral Source Payments and Third-Party Settlement. i. In the event a Plaintiff Subdivision is awarded compensation, in whole or in part, by any source of funds created as a result of litigation against an Opioid Defendant for its reasonable Costs, it will reduce its claim for Costs from the CA Subdivision Fund by that amount. If a Plaintiff Subdivision has already received a final award of Costs from the CA Subdivision Fund, it will repay the fund up to the prior award of Costs via a payment to the Settlement Fund Administrator or notify the Settlement Fund Administrator that its allocation from the next and subsequent Annual Payments should be reduced accordingly. If the Plaintiff Subdivision is repaying any prior award of Costs, that repayment will occur as soon as is feasible after the Plaintiff Subdivision’s receipt of Cost funds from the collateral source, but no more than 90 days after its receipt from the collateral source. The Settlement Fund Administrator will add any repaid Costs to the CA Subdivision Fund. Any Plaintiff Subdivision that has submitted for reimbursement to any national fund and has not received a final determination by the First Claims Date may request that the settlement administrator withhold some or all of its payment from the CA Subdivision Fund in order to avoid repayment.
ii. In the event a Plaintiff Subdivision reaches a monetary settlement or compromise against any Opioid Defendant outside of the National Opioid Settlement, the monetary portion of such settlement, net of fees paid to outside contingency fee counsel and of funds earmarked strictly for abatement, will be credited against its Costs and the subdivision will be ineligible to recover those credited Costs from the CA Subdivision Fund. Plaintiff Subdivisions negotiating monetary settlements or compromises against any Opioid Defendant outside of the National Opioid Settlement will negotiate for funds to repay any Costs it previously received from the CA Subdivision Fund or for Costs it otherwise might be eligible to claim from the CA Subdivision Fund. If such a settlement is paid after all final approved claims for Costs by all Plaintiff Subdivisions are satisfied in full, the settling subdivision will reimburse the CA Subdivision Fund in that amount by making payment to the Settlement Fund Administrator to add to the CA Subdivision Fund in a manner consistent with the repayments described in section 2.d.i above.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -205-
1 APPENDIX 3

Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Walgreens Settlement Agreement and CA Walgreens Allocation Agreement, as well as any other limitations imposed by law, use funds that it receives from the Walgreens Settlement CA Subdivision Fund to pay a contingent fee to [COUNSEL]. Any such payment from [SUBDIVISION] to [COUNSEL], together with any contingency fees that [COUNSEL] may receive from the national Attorney Fee Fund, will not exceed a total contingency fee of [PERCENTAGE NOT TO EXCEED 15%] of the total gross recovery of [SUBDIVISION] from the Walgreens Settlement.
[COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Walgreens Settlement Agreement before seeking or accepting payment under this backstop agreement. [COUNSEL] further certify that they are not seeking and will not accept payment under this backstop agreement of any litigation fees or costs that have been reimbursed through prior settlements or judgments.

The Attorney General is executing this agreement solely because the definition of “State BackStop Agreement” in Exhibit R of the Walgreens Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -206-
1 Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – Walmart Settlement

1. Introduction
Pursuant to the Walmart Settlement Agreement, dated as of November 14, 2022, and any revision thereto (the “Walmart Settlement Agreement”), including Section V and Exhibit O, the State of California proposes this agreement (the “CA Walmart Allocation Agreement”) to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections IV and V of the Walmart Settlement Agreement. For the avoidance of doubt, this agreement does not apply to payments made pursuant to Sections VIII or IX of the Walmart Settlement Agreement.

Pursuant to Exhibit O, Paragraph 4, of the Walmart Settlement Agreement, acceptance of this CA Walmart Allocation Agreement is a requirement to be a Participating Subdivision.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -207-
2 i) Plaintiff Subdivision means a Subdivision located in California, other than a CA Litigating Special District, that filed a lawsuit, on behalf of the Subdivision and/or through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. j) Opioid Defendant means any defendant (including but not limited to Teva Pharmaceutical Industries Ltd., Allergan Finance, LLC, Allergan Limited, CVS Health Corporation, CVS Pharmacy, Inc., Walgreen Co., Walmart Inc., Johnson & Johnson, Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health, Inc., AmerisourceBergen Corporation, and McKesson Corporation) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020.

3. General Terms
This agreement is subject to the requirements of the Walmart Settlement Agreement, as well as applicable law, and the Walmart Settlement Agreement governs over any inconsistent provision of this CA Walmart Allocation Agreement. Terms used in this CA Walmart Allocation Agreement have the same meaning as in the Walmart Settlement Agreement unless otherwise defined herein.

Pursuant to Section V(D)(1) of the Walmart Settlement Agreement, (a) all Settlement Fund payments will be used for Opioid Remediation, except as allowed by Section V(B)(2) of the Walmart Settlement Agreement; and (b) at least seventy percent (70%) of Settlement Fund payment amounts will be used solely for future Opioid Remediation.

4. State Allocation
The Settlement Fund payments to California,1 pursuant to the Walmart Settlement Agreement, shall be allocated as follows: 15% to the State Fund; 70% to the Abatement Accounts Fund; and 15% to the Subdivision Fund. For the avoidance of doubt, all funds allocated to California from the Settlement Fund shall be combined pursuant to this CA Walmart Allocation Agreement, and 15% of that total shall be allocated to the State of California (the “State of California Allocation”), 70% to the California Abatement Accounts Fund (“CA Abatement Accounts Fund”), and 15% to the California Subdivision Fund (“CA Subdivision Fund”). 1 For purposes of clarity, use of the term “California” refers to the geographic territory of California and the state and its local governments therein. The term “State” or “State of California” refers to the State of California as a governmental unit.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -208-
3 A. State of California Allocation
Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by the State for future Opioid Remediation.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -209-
4 e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Walmart Settlement Agreement and this CA Walmart Allocation Agreement shall be transferred to the State; provided however, that CA Participating Subdivisions have seven years to expend or encumber CA Abatement Accounts Funds designated to support capital outlay projects before they must be transferred to the State. This provision shall not apply to the Cost Reimbursement Funds, which shall be controlled by Appendix 2.
ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E to the Walmart Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA Participating Subdivision from the Abatement Accounts Fund in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction; and/or (5) interventions to prevent drug addiction in vulnerable youth. c) The California Department of Health Care Services (“DHCS”) may add to this list (but not delete from it) by designating additional High Impact Abatement Activities. DHCS will make reasonable efforts to consult with stakeholders, including the CA Participating Subdivisions, before adding additional High Impact Abatement Activities to this list.
d) For the avoidance of doubt, and subject to the requirements of the Walmart Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures, or otherwise work in collaboration with, federal, state, local, tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -210-
5 Accounts Fund. Further, provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Walmart Settlement Agreement and this CA Walmart Allocation Agreement, a county and any cities or towns within the county may agree to reallocate their respective shares of the CA Abatement Accounts Funds among themselves, provided that any direct distribution may only be to a CA Participating Subdivision and any CA Participating Subdivision must agree to their share being reallocated.
iii. CA Abatement Accounts Fund Oversight
a) Pursuant to Section 5 below, CA Participating Subdivisions receiving settlement funds must prepare and file reports annually regarding the use of those funds. DHCS may regularly review the reports prepared by CA Participating Subdivisions about the use of CA Abatement Accounts Funds for compliance with the Walmart Settlement Agreement and this CA Walmart Allocation Agreement.
b) If DHCS determines that a CA Participating Subdivision’s use of CA Abatement Accounts Funds is inconsistent with the Walmart Settlement Agreement or this CA Walmart Allocation Agreement, whether through review of reports or information from any other sources, DHCS shall send a request to meet and confer with the CA Participating Subdivision. The parties shall meet and confer in an effort to resolve the concern.
c) If the parties are unable to reach a resolution, DHCS may conduct an audit of the Subdivision’s use of the CA Abatement Accounts Funds within one year of the request to meet and confer, unless the parties mutually agree in writing to extend the meet and confer time frame.
d) If the concern still cannot be resolved, the State may bring a motion or action in the court where the State has filed its Consent Judgment to resolve the concern or otherwise enforce the requirements of the Walmart Settlement Agreement or this CA Walmart Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds, more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement.
e) Notwithstanding the foregoing, this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities, or to pursue administrative, civil, or criminal enforcement actions.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -211-
6 C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Participating Subdivisions. The funds will be used, subject to any limits imposed by the Walmart Settlement Agreement and this CA Walmart Allocation Agreement, to fund future Opioid Remediation and reimburse past opioidrelated expenses, which may include fees and expenses related to litigation, and to pay the reasonable fees and expenses of the Special Master as set forth in Appendix 2.

The CA Subdivision Funds will be allocated as follows:
a) First, funds in the CA Subdivision Fund shall be used to pay the Special Master’s reasonable fees and expenses in accordance with the procedures and limitations set forth in Appendix 2 to this document;
b) Second, funds will be allocated to Plaintiff Subdivisions that are Participating Subdivisions that have been awarded Costs, as defined by and in accordance with the procedures and limitations set forth in Appendix 2 to this document. c) Funds remaining in the CA Subdivision Fund, which shall consist of no less than 50% of the total CA Subdivision Fund received in any year pursuant to Appendix 2, Section 2.c.v, will be distributed to Plaintiff Subdivisions that are Participating Subdivisions, in relative proportion to the Local Allocation. These funds shall be used to fund future opioid-related projects and to reimburse past opioid-related expenses, which may include fees and expenses related to litigation against any Opioid Defendant.

D. Provision for State Back-Stop Agreement
On August 6, 2021, Judge Dan Polster of the U.S. District Court, Northern District of Ohio, Eastern Division, issued an order (ECF Docket Number 3814) (“MDL Fees Order”) in the National Prescription Opiate Litigation (MDL No. 2804) “cap[ping] all applicable contingent fee agreements at 15%.” Private counsel representing Plaintiff Subdivisions should seek its contingency fees and costs from the Attorney Fee Fund or Cost Funds under the Walmart Settlement Agreement, and, if applicable, the Allergan Settlement Agreement, CVS Settlement Agreement, Distributor Settlement Agreement, Janssen Settlement Agreement, Teva Settlement Agreement, and Walgreens Settlement Agreement.

Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -212-
7 counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Walmart Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

5. State and Subdivision Reporting
a) DHCS will prepare an annual written report regarding the State’s use of funds from the settlement until those funds are fully expended and for one year thereafter. These reports will be made publicly available on the DHCS web site.
b) Each CA Participating Subdivision that receives payments of funds from the settlement will prepare written reports at least annually regarding the use of those funds, until those funds are fully expended and for one year thereafter. These reports will also include a certification that all funds that the CA Participating Subdivision has received through the settlement have been used in compliance with the Walmart Settlement Agreement and this CA Walmart Allocation Agreement. The report will be in a form reasonably determined by DHCS. Prior to specifying the form of the report DHCS will confer with representatives of the Plaintiff Subdivisions.
c) The State and all CA Participating Subdivisions receiving CA Abatement Accounts Funds will track all deposits and expenditures. Each such subdivision is responsible solely for the CA Abatement Accounts Funds it receives. A county is not responsible for oversight, reporting, or monitoring of CA Abatement Accounts Funds received by a city within that county that receives direct payment. Unless otherwise exempt, Subdivisions’ expenditures and uses of CA Abatement Accounts Funds and other Settlement Funds will be subject to the normal budgetary and expenditure process of the Subdivision. d) Each Plaintiff Subdivision receiving CA Subdivision Funds will track all deposits and expenditures, as required by the Walmart Settlement Agreement and this CA Walmart Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from the CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report, the amount and how such funds were used, including if used to pay attorneys’ fees, investigation costs, or litigation costs. Pursuant to Section V(B)(2) of the Walmart Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and Walmart.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -213-
8 e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.

6. Miscellaneous
a) The State or any CA Participating Subdivision may bring a motion or action in the court where the State has filed its Consent Judgment to enforce the requirements of this CA Walmart Allocation Agreement. Before filing such a motion or action the State will meet and confer with any CA Participating Subdivision that is the subject of the anticipated motion or action, and vice versa.
b) Except as provided in the Walmart Settlement Agreement, this CA Walmart Allocation Agreement is not enforceable by any party other than the State and the CA Participating Subdivisions. It does not confer any rights or remedies upon, and shall not be enforceable by, any third party.
c) Except as provided in the CA Walmart Allocation Agreement, if any provision of this agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this agreement, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the Walmart Settlement Agreement, this agreement shall be governed by and interpreted in accordance with the laws of California.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -214-
9 The undersigned, Hillsborough town, ACKNOWLEDGES acceptance of this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Walmart Settlement is a requirement to be an Initial Participating Subdivision in the Walmart Settlement and ACCEPTS this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Walmart Settlement. EXECUTED on /date_1_walmart/.

Signature: /signer_1_teva_allergan/
Name: /name_1_teva_allergan/
Title: /title_1_teva_allergan/
Date: /date_1_walmart/
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -215-
APPENDIX 1
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Walmart Settlement, whereas the percentages shown in the Abatement Percentage column should not change. Participating Subdivisions, underlying calculations, and the calculated allocation percentages are subject to change.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -216- APPENDIX 1
1 of 15
100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2.4237952%
City Alameda Alameda 0.069% 0.0570162%
City Albany Alameda 0.013% 0.0107768%
City Berkeley Alameda 0.152% 0.1249656%
City Dublin Alameda 0.033% 0.040% 0.0338810%
City Emeryville Alameda 0.023% 0.0185765%
City Fremont Alameda 0.108% 0.0888576%
City Hayward Alameda 0.117% 0.0966218%
City Livermore Alameda 0.054% 0.0446740%
City Newark Alameda 0.026% 0.0217626%
City Oakland Alameda 0.486% 0.595% 0.5055601%
City Piedmont Alameda 0.014% 0.0114064%
City Pleasanton Alameda 0.067% 0.0554547%
City San Leandro Alameda 0.039% 0.0321267%
City Union City Alameda 0.043% 0.0352484%
County Amador County Amador 0.226% 0.277% 0.2349885%
County Butte County Butte 1.615% 1.975% 1.6783178%
City Chico Butte 0.216% 0.264% 0.2246499%
City Oroville Butte 0.079% 0.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0.2351644% County Colusa County Colusa 0.059% 0.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2.1844585% City Antioch Contra Costa 0.037% 0.0301879%
City Brentwood Contra Costa 0.026% 0.0215339%
City Clayton Contra Costa 0.002% 0.0018060%
City Concord Contra Costa 0.055% 0.0456676%
City Danville Contra Costa 0.010% 0.0082255%
City El Cerrito Contra Costa 0.023% 0.0189024%
City Hercules Contra Costa 0.010% 0.0078273%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -217- APPENDIX 1
2 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0.0046030%
City Martinez Contra Costa 0.012% 0.0098593%
City Moraga Contra Costa 0.004% 0.0031007%
City Oakley Contra Costa 0.010% 0.0079416%
City Orinda Contra Costa 0.005% 0.0038157%
City Pinole Contra Costa 0.013% 0.0110909%
City Pittsburg Contra Costa 0.053% 0.0436369%
City Pleasant Hill Contra Costa 0.013% 0.0106309%
City Richmond Contra Costa 0.146% 0.1201444%
City San Pablo Contra Costa 0.018% 0.0148843%
City San Ramon Contra Costa 0.021% 0.0176459%
City Walnut Creek Contra Costa 0.026% 0.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0.1189608% County El Dorado County El Dorado 0.768% 0.939% 0.7980034% City Placerville El Dorado 0.015% 0.0127642%
City South Lake Tahoe El Dorado 0.081% 0.0665456%
County Fresno County Fresno 1.895% 2.318% 1.9693410%
City Clovis Fresno 0.065% 0.0536211%
City Coalinga Fresno 0.012% 0.0098554%
City Fresno Fresno 0.397% 0.3270605%
City Kerman Fresno 0.005% 0.0042534%
City Kingsburg Fresno 0.008% 0.0066167%
City Mendota Fresno 0.002% 0.0019387%
City Orange Cove Fresno 0.004% 0.0035607%
City Parlier Fresno 0.008% 0.0069755%
City Reedley Fresno 0.012% 0.0098804%
City Sanger Fresno 0.018% 0.0146135%
City Selma Fresno 0.015% 0.0127537%
County Glenn County Glenn 0.107% 0.131% 0.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1.0703185% DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -218- APPENDIX 1
3 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0.0447660%
City Eureka Humboldt 0.117% 0.143% 0.1216284%
City Fortuna Humboldt 0.032% 0.0266837%
County Imperial County Imperial 0.258% 0.315% 0.2679006% City Brawley Imperial 0.011% 0.0087986%
City Calexico Imperial 0.019% 0.0152799%
City El Centro Imperial 0.158% 0.1302522%
City Imperial Imperial 0.006% 0.0048791%
County Inyo County Inyo 0.073% 0.089% 0.0754413%
County Kern County Kern 2.517% 3.079% 2.6159145%
City Arvin Kern 0.006% 0.0046425%
City Bakersfield Kern 0.212% 0.1747198%
City California City Kern 0.009% 0.0070820%
City Delano Kern 0.030% 0.0249316%
City McFarland Kern 0.003% 0.0025644%
City Ridgecrest Kern 0.015% 0.0120938%
City Shafter Kern 0.013% 0.0103417%
City Tehachapi Kern 0.009% 0.0073580%
City Wasco Kern 0.008% 0.0069861%
County Kings County Kings 0.293% 0.2413469%
City Avenal Kings 0.007% 0.0056335%
City Corcoran Kings 0.013% 0.0107032%
City Hanford Kings 0.027% 0.0226038%
City Lemoore Kings 0.016% 0.0131900%
County Lake County Lake 0.795% 0.6545389%
City Clearlake Lake 0.041% 0.050% 0.0426253%
City Lakeport Lake 0.021% 0.026% 0.0222964%
County Lassen County Lassen 0.319% 0.391% 0.3320610%
City Susanville Lassen 0.027% 0.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 14.4437559% DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -219- APPENDIX 1
4 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Agoura Hills Los Angeles 0.005% 0.0040024%
City Alhambra Los Angeles 0.042% 0.0343309%
City Arcadia Los Angeles 0.033% 0.0267718%
City Artesia Los Angeles 0.001% 0.0005100%
City Azusa Los Angeles 0.026% 0.0210857%
City Baldwin Park Los Angeles 0.027% 0.0218520%
City Bell Los Angeles 0.008% 0.0068783%
City Bellflower Los Angeles 0.002% 0.0014485%
City Bell Gardens Los Angeles 0.014% 0.0114301%
City Beverly Hills Los Angeles 0.065% 0.0534897%
City Burbank Los Angeles 0.100% 0.0823132%
City Calabasas Los Angeles 0.006% 0.0048948%
City Carson Los Angeles 0.019% 0.0159805%
City Cerritos Los Angeles 0.005% 0.0039682%
City Claremont Los Angeles 0.010% 0.0082584%
City Commerce Los Angeles 0.000% 0.0002971%
City Compton Los Angeles 0.044% 0.0361882%
City Covina Los Angeles 0.028% 0.0229127%
City Cudahy Los Angeles 0.001% 0.0006020%
City Culver City Los Angeles 0.055% 0.0449894%
City Diamond Bar Los Angeles 0.001% 0.0006993%
City Downey Los Angeles 0.052% 0.0429994%
City Duarte Los Angeles 0.003% 0.0027261%
City El Monte Los Angeles 0.031% 0.038% 0.0318985%
City El Segundo Los Angeles 0.033% 0.0268020%
City Gardena Los Angeles 0.034% 0.0278088%
City Glendale Los Angeles 0.166% 0.1366586%
City Glendora Los Angeles 0.016% 0.0134411%
City Hawaiian Gardens Los Angeles 0.005% 0.0040549%
City Hawthorne Los Angeles 0.050% 0.0407833%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -220- APPENDIX 1
5 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Cañada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811%
City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -221- APPENDIX 1
6 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City San Dimas Los Angeles 0.003% 0.0022016%
City San Fernando Los Angeles 0.013% 0.0104837%
City San Gabriel Los Angeles 0.018% 0.0147726%
City San Marino Los Angeles 0.009% 0.0073791%
City Santa Clarita Los Angeles 0.022% 0.0178167%
City Santa Fe Springs Los Angeles 0.031% 0.0257531%
City Santa Monica Los Angeles 0.158% 0.1298513%
City Sierra Madre Los Angeles 0.006% 0.0048646%
City Signal Hill Los Angeles 0.010% 0.0084884%
City South El Monte Los Angeles 0.005% 0.0039603%
City South Gate Los Angeles 0.020% 0.0166272%
City South Pasadena Los Angeles 0.012% 0.0095334%
City Temple City Los Angeles 0.005% 0.0039498%
City Torrance Los Angeles 0.112% 0.0919820%
City Walnut Los Angeles 0.006% 0.0047305%
City West Covina Los Angeles 0.049% 0.0404521%
City West Hollywood Los Angeles 0.013% 0.0108517%
City Whittier Los Angeles 0.032% 0.0260581%
County Madera County Madera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County Marin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County Mariposa 0.084% 0.103% 0.0876131% County Mendocino County Mendocino 0.439% 0.536% 0.4558394% City Ukiah Mendocino 0.039% 0.0317153%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -222- APPENDIX 1
7 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Merced County Merced 0.551% 0.674% 0.5724262%
City Atwater Merced 0.024% 0.0195846%
City Livingston Merced 0.006% 0.0045873%
City Los Banos Merced 0.020% 0.0165142%
City Merced Merced 0.061% 0.0500762%
County Modoc County Modoc 0.065% 0.080% 0.0678250%
County Mono County Mono 0.023% 0.029% 0.0242606%
County Monterey County Monterey 0.908% 1.111% 0.9437083% City Greenfield Monterey 0.006% 0.0050552%
City King City Monterey 0.005% 0.0037355%
City Marina Monterey 0.017% 0.0144098%
City Monterey Monterey 0.041% 0.0336540%
City Pacific Grove Monterey 0.009% 0.0074842%
City Salinas Monterey 0.094% 0.0776576%
City Seaside Monterey 0.023% 0.0191772%
City Soledad Monterey 0.007% 0.0060870%
County Napa County Napa 0.288% 0.352% 0.2994325%
City American Canyon Napa 0.017% 0.0136869%
City Napa Napa 0.078% 0.0642783%
County Nevada County Nevada 0.441% 0.539% 0.4579827%
City Grass Valley Nevada 0.024% 0.0197805%
City Truckee Nevada 0.003% 0.0023843%
County Orange County Orange 4.364% 5.339% 4.5363576%
City Aliso Viejo Orange 0.014% 0.0113841%
City Anaheim Orange 0.554% 0.678% 0.5759282%
City Brea Orange 0.086% 0.0708897%
City Buena Park Orange 0.087% 0.0714352%
City Costa Mesa Orange 0.124% 0.152% 0.1288366%
City Cypress Orange 0.033% 0.0271937%
City Dana Point Orange 0.001% 0.0005560%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -223- APPENDIX 1
8 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Fountain Valley Orange 0.055% 0.0455980%
City Fullerton Orange 0.137% 0.168% 0.1425744%
City Garden Grove Orange 0.213% 0.1752482%
City Huntington Beach Orange 0.247% 0.302% 0.2568420%
City Irvine Orange 0.139% 0.170% 0.1442350%
City Laguna Beach Orange 0.047% 0.058% 0.0493043%
City Laguna Hills Orange 0.014% 0.0115457%
City Laguna Niguel Orange 0.001% 0.0007071%
City Laguna Woods Orange 0.001% 0.0006546%
City La Habra Orange 0.060% 0.073% 0.0621049%
City Lake Forest Orange 0.012% 0.0101249%
City La Palma Orange 0.012% 0.0095439%
City Los Alamitos Orange 0.008% 0.0069190%
City Mission Viejo Orange 0.014% 0.0117560%
City Newport Beach Orange 0.179% 0.1470134%
City Orange Orange 0.150% 0.1231320%
City Placentia Orange 0.029% 0.035% 0.0298912%
City Rancho Santa Margarita Orange 0.001% 0.0006296%
City San Clemente Orange 0.008% 0.010% 0.0086083%
City San Juan Capistrano Orange 0.008% 0.0065510%
City Santa Ana Orange 0.502% 0.614% 0.5213866%
City Seal Beach Orange 0.020% 0.0165891%
City Stanton Orange 0.035% 0.0291955%
City Tustin Orange 0.073% 0.0600341%
City Westminster Orange 0.104% 0.127% 0.1082721%
City Yorba Linda Orange 0.044% 0.0362223%
County Placer County Placer 1.045% 1.278% 1.0861002%
City Auburn Placer 0.017% 0.0141114%
City Lincoln Placer 0.031% 0.0255599%
City Rocklin Placer 0.076% 0.0625485%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -224- APPENDIX 1
9 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Roseville Placer 0.196% 0.1616559%
County Plumas County Plumas 0.205% 0.251% 0.2128729%
County Riverside County Riverside 4.534% 5.547% 4.7128296% City Banning Riverside 0.017% 0.0143848%
City Beaumont Riverside 0.021% 0.0171135%
City Blythe Riverside 0.012% 0.0096714%
City Canyon Lake Riverside 0.000% 0.0001761%
City Cathedral City Riverside 0.067% 0.0553614%
City Coachella Riverside 0.021% 0.0173054%
City Corona Riverside 0.147% 0.1207083%
City Desert Hot Springs Riverside 0.024% 0.0200433%
City Eastvale Riverside 0.000% 0.0002747%
City Hemet Riverside 0.051% 0.0421792%
City Indio Riverside 0.056% 0.0457794%
City Jurupa Valley Riverside 0.001% 0.0008991%
City Lake Elsinore Riverside 0.021% 0.0172949%
City La Quinta Riverside 0.063% 0.0516732%
City Menifee Riverside 0.032% 0.0260909%
City Moreno Valley Riverside 0.137% 0.1130348%
City Murrieta Riverside 0.048% 0.059% 0.0497423%
City Norco Riverside 0.016% 0.0134542%
City Palm Desert Riverside 0.083% 0.0682465%
City Palm Springs Riverside 0.076% 0.0629862%
City Perris Riverside 0.009% 0.0076774%
City Rancho Mirage Riverside 0.052% 0.0431098%
City Riverside Riverside 0.268% 0.2206279%
City San Jacinto Riverside 0.010% 0.0085936%
City Temecula Riverside 0.022% 0.0180086%
City Wildomar Riverside 0.008% 0.0062500%
County Sacramento County Sacramento 3.797% 4.645% 3.9465887% DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -225- APPENDIX 1
10 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Citrus Heights Sacramento 0.057% 0.0465312%
City Elk Grove Sacramento 0.130% 0.1066994%
City Folsom Sacramento 0.108% 0.0890850%
City Galt Sacramento 0.017% 0.0143704%
City Rancho Cordova Sacramento 0.008% 0.0067679%
City Sacramento Sacramento 0.721% 0.882% 0.7496530%
County San Benito County San Benito 0.106% 0.130% 0.1101417% City Hollister San Benito 0.027% 0.0225355%
County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% City Adelanto San Bernardino 0.008% 0.0066640%
City Apple Valley San Bernardino 0.025% 0.0207360%
City Barstow San Bernardino 0.015% 0.0122056%
City Chino San Bernardino 0.064% 0.0525893%
City Chino Hills San Bernardino 0.001% 0.0006388%
City Colton San Bernardino 0.031% 0.0253443%
City Fontana San Bernardino 0.112% 0.0920543%
City Grand Terrace San Bernardino 0.006% 0.0051051%
City Hesperia San Bernardino 0.035% 0.0291522%
City Highland San Bernardino 0.004% 0.0029061%
City Loma Linda San Bernardino 0.009% 0.0071188%
City Montclair San Bernardino 0.039% 0.0322108%
City Ontario San Bernardino 0.179% 0.1472934%
City Rancho Cucamonga San Bernardino 0.084% 0.0689431%
City Redlands San Bernardino 0.057% 0.0469150%
City Rialto San Bernardino 0.073% 0.0603206%
City San Bernardino San Bernardino 0.178% 0.1461880%
City Twentynine Palms San Bernardino 0.002% 0.0012605%
City Upland San Bernardino 0.052% 0.0424460%
City Victorville San Bernardino 0.033% 0.0269400%
City Yucaipa San Bernardino 0.016% 0.0128772%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -226- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Yucca Valley San Bernardino 0.003% 0.0021228%
County San Diego County San Diego 5.706% 6.980% 5.9309748% City Carlsbad San Diego 0.128% 0.1050485%
City Chula Vista San Diego 0.189% 0.231% 0.1961456%
City Coronado San Diego 0.044% 0.0359095%
City El Cajon San Diego 0.113% 0.0933582%
City Encinitas San Diego 0.061% 0.074% 0.0630289%
City Escondido San Diego 0.145% 0.1192204%
City Imperial Beach San Diego 0.014% 0.0118283%
City La Mesa San Diego 0.055% 0.068% 0.0575593%
City Lemon Grove San Diego 0.022% 0.0183911%
City National City San Diego 0.080% 0.0656808%
City Oceanside San Diego 0.213% 0.1753428%
City Poway San Diego 0.062% 0.0511040%
City San Diego San Diego 1.975% 2.416% 2.0531169%
City San Marcos San Diego 0.089% 0.0733897%
City Santee San Diego 0.033% 0.0268401%
City Solana Beach San Diego 0.017% 0.0138564%
City Vista San Diego 0.052% 0.0425144%
Consolidated San Francisco San Francisco 3.026% 3.702% 3.1457169% County San Joaquin County San Joaquin 1.680% 2.055% 1.7460399% City Lathrop San Joaquin 0.009% 0.0075394%
City Lodi San Joaquin 0.053% 0.0439484%
City Manteca San Joaquin 0.054% 0.0443454%
City Ripon San Joaquin 0.013% 0.0104219%
City Stockton San Joaquin 0.313% 0.383% 0.3256176%
City Tracy San Joaquin 0.084% 0.0692047%
County San Luis Obispo County San Luis Obispo 0.816% 0.999% 0.8484126% City Arroyo Grande San Luis Obispo 0.024% 0.0199053%
City Atascadero San Luis Obispo 0.029% 0.0240680%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -227- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
County San Mateo County San Mateo 1.074% 1.313% 1.1159599% City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa Barbara 1.132% 1.385% 1.1768968% City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa Clara 2.404% 2.941% 2.4987553% City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -228- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0.0103338%
City Los Gatos Santa Clara 0.013% 0.0103220%
City Milpitas Santa Clara 0.036% 0.0298120%
City Morgan Hill Santa Clara 0.015% 0.0124619%
City Mountain View Santa Clara 0.041% 0.0334608%
City Palo Alto Santa Clara 0.039% 0.0323080%
City San Jose Santa Clara 0.294% 0.360% 0.3054960%
City Santa Clara Santa Clara 0.067% 0.0549723%
City Saratoga Santa Clara 0.004% 0.0034161%
City Sunnyvale Santa Clara 0.053% 0.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0.8135396% City Capitola Santa Cruz 0.020% 0.0168191%
City Santa Cruz Santa Cruz 0.143% 0.1180348%
City Scotts Valley Santa Cruz 0.015% 0.0126525%
City Watsonville Santa Cruz 0.063% 0.0520136%
County Shasta County Shasta 1.095% 1.339% 1.1380191%
City Anderson Shasta 0.024% 0.0198896%
City Redding Shasta 0.284% 0.2334841%
City Shasta Lake Shasta 0.004% 0.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0.2373393% County Solano County Solano 0.760% 0.6260795%
City Benicia Solano 0.031% 0.0253903%
City Dixon Solano 0.016% 0.0130849%
City Fairfield Solano 0.109% 0.0897317%
City Suisun City Solano 0.021% 0.0176183%
City Vacaville Solano 0.119% 0.0976497%
City Vallejo Solano 0.167% 0.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1.2661290%
City Healdsburg Sonoma 0.032% 0.0266929%
City Petaluma Sonoma 0.081% 0.0667507%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -229- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County Stanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
County Sutter County Sutter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County Tehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County Trinity 0.082% 0.101% 0.0855476%
County Tulare County Tulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County Tuolumne 0.486% 0.594% 0.5047621% County Ventura County Ventura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -230- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Oxnard Ventura 0.156% 0.190% 0.1617338%
City Port Hueneme Ventura 0.021% 0.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0.0702181% City Santa Paula Ventura 0.014% 0.0119072%
City Simi Valley Ventura 0.065% 0.0533043%
City Thousand Oaks Ventura 0.022% 0.0179902%
County Yolo County Yolo 0.357% 0.437% 0.3713319%
City Davis Yolo 0.055% 0.0451747%
City West Sacramento Yolo 0.066% 0.0544321%
City Woodland Yolo 0.058% 0.0477904%
County Yuba County Yuba 0.214% 0.262% 0.2225679%
City Marysville Yuba 0.014% 0.0112079%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -231- 1 6
APPENDIX 2
Cost Reimbursement Procedure

Costs does not include attorneys’ fees, costs, or expenses incurred by private contingency fee counsel. No part of the CA Abatement Accounts Fund will be used to reimburse Costs.
b) First Claims Date means October 1, 2023 or when all applications for reimbursement of Costs, in whole or in part, from funds available under Section IX and Exhibit R of the Walmart Settlement Agreement, Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section X and Exhibit R of the Distributor Settlement Agreement, Section XI and Exhibit R of the Janssen Settlement Agreement, Section X and Exhibit R of the CVS Settlement Agreement, or Section IX and Exhibit R of the Walgreens Settlement Agreement, have been finally determined under the provisions of those agreements, whichever comes first. c) Special Master means a retired judicial officer or former public lawyer, not presently employed or retained by a Plaintiff Subdivision, who will aggregate, review, and determine the reasonable Costs to be awarded to each Plaintiff Subdivision that submits a claim for reimbursement of Costs. The Special Master will be selected by a majority vote of the votes cast by Plaintiff Subdivisions, with each such subdivision having one vote. d) Plaintiff Subdivision Committee means the committee of Plaintiff Subdivisions that will review and approve the invoices submitted by the Special Master reflecting his or her reasonable time and expenses.

2. Cost Reimbursement to Plaintiff Subdivision
a) Purpose. Substantial resources have been expended to hold Opioid Defendants accountable for creating and profiting from the opioid crisis, and this effort has been a significant catalyst in creating National Opioid Settlements with various manufacturers, distributors, and chain pharmacies.
b) Claims Procedure.
i. If a Plaintiff Subdivision is eligible to seek reimbursement of Costs, in whole or in DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -232-
1 7
part, from funds available under Section IX and Exhibit R of the Walmart Settlement Agreement, Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section X and Exhibit R of the CVS Settlement Agreement, Section IX and Exhibit R of the Walgreens Settlement Agreement, Section X or Exhibit R of the Distributor Settlement Agreement, or Section XI or Exhibit R of the Janssen Settlement Agreement, it must first make a timely application for reimbursement from such funds. To allow sufficient time for determination of those applications, no claim for Costs to the CA Subdivision Fund under this Agreement may be made before the First Claims Date.
ii. A Plaintiff Subdivision that wishes to be reimbursed from the CA Subdivision Fund must submit a claim to the Special Master no later than forty-five (45) days after the First Claims Date. The Special Master will then compile and redistribute the aggregated claim totals for each Plaintiff Subdivision via email to representatives of all the Plaintiff Subdivisions. A claim for attorney and staff time must list, for each attorney or staff member included in the claim, the following information: name, title, total hours claimed, hourly rate (including, if sought, benefits and share of overhead), and narrative summarizing the general nature of the work performed by the attorney or staff member. For reimbursement of “hard” costs, the subdivision may aggregate across a category (e.g., total for travel costs). It is the intention of the Plaintiff Subdivisions that submission of documents related to reimbursement of Costs does not waive any attorney-client privilege or exemptions to the California Public Records Act.
iii. The Special Master may request, at his or her sole option, additional documents or details to assist in the final award of Costs.
iv. The Special Master will review claims for reasonableness and will notify each Plaintiff Subdivision of the final determination of its claim, and will provide a list of all final awards to all Plaintiff Subdivisions by email or, upon request, via First Class U.S. Mail. Any Plaintiff Subdivision may ask the Special Master to reconsider any final award within twenty-one (21) days. The Special Master will make a final determination on any such reconsideration request within thirty (30) days of receipt.
v. Any decision of the Special Master is final and binding, and will be considered under the California Arbitration Act, Code of Civil Procedure section 1280 et seq. as a final arbitration award. Nothing in this agreement is intended to expand the scope of judicial review of the final award for errors of fact or law, and the Parties agree that they may only seek to vacate the award if clear and convincing evidence demonstrates one of the factors set forth in Code of Civil Procedure, section 1286.2, subdivision (a). Plaintiff Subdivisions will have fourteen (14) days after all final awards are made, together with any final determination of a request for DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -233-
1 8
reconsideration, to seek review in the Superior Court of California, pursuant to Code of Civil Procedure, section 1285, where the State has filed its Consent Judgment. vi. The Special Master will prepare a report of Costs that includes his or her fees and expenses at least ninety (90) days before the Payment Date for each Annual Payment. The Special Master’s preparation of a report of Costs does not discharge a Plaintiff Subdivision’s reporting requirement under Section V(B)(2) of the Walmart Settlement Agreement.
vii. A member of the Plaintiff Subdivision Committee, which is a CA Participating Subdivision, will submit to the Settlement Fund Administrator and Walmart a report of the fees and expenses incurred by the Special Master pursuant to Section V(B)(2) of the Walmart Settlement Agreement.
c) Claims Priority and Limitation.
i. The Special Master will submit invoices for compensation of reasonable fees and expenses to the Plaintiff Subdivision Committee no later than ninety (90) days prior to the Payment Date for each Annual Payment. The Plaintiff Subdivision Committee will promptly review and, if reasonable, approve the Special Master’s invoice for compensation. The Plaintiff Subdivision Committee will submit approved invoices to the Settlement Fund Administrator for payment. The Special Master’s approved invoices have priority and will be paid first from the CA Subdivision Fund before any award of Costs, subject to the limitation in Section

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -234-
1 9
d) Collateral Source Payments and Third-Party Settlement. i. In the event a Plaintiff Subdivision is awarded compensation, in whole or in part, by any source of funds created as a result of litigation against an Opioid Defendant for its reasonable Costs, it will reduce its claim for Costs from the CA Subdivision Fund by that amount. If a Plaintiff Subdivision has already received a final award of Costs from the CA Subdivision Fund, it will repay the fund up to the prior award of Costs via a payment to the Settlement Fund Administrator or notify the Settlement Fund Administrator that its allocation from the next and subsequent Annual Payments should be reduced accordingly. If the Plaintiff Subdivision is repaying any prior award of Costs, that repayment will occur as soon as is feasible after the Plaintiff Subdivision’s receipt of Cost funds from the collateral source, but no more than 90 days after its receipt from the collateral source. The Settlement Fund Administrator will add any repaid Costs to the CA Subdivision Fund. Any Plaintiff Subdivision that has submitted for reimbursement to any national fund and has not received a final determination by the First Claims Date may request that the settlement administrator withhold some or all of its payment from the CA Subdivision Fund in order to avoid repayment.
ii. In the event a Plaintiff Subdivision reaches a monetary settlement or compromise against any Opioid Defendant outside of the National Opioid Settlement, the monetary portion of such settlement, net of fees paid to outside contingency fee counsel and of funds earmarked strictly for abatement, will be credited against its Costs and the subdivision will be ineligible to recover those credited Costs from the CA Subdivision Fund. Plaintiff Subdivisions negotiating monetary settlements or compromises against any Opioid Defendant outside of the National Opioid Settlement will negotiate for funds to repay any Costs it previously received from the CA Subdivision Fund or for Costs it otherwise might be eligible to claim from the CA Subdivision Fund. If such a settlement is paid after all final approved claims for Costs by all Plaintiff Subdivisions are satisfied in full, the settling subdivision will reimburse the CA Subdivision Fund in that amount by making payment to the Settlement Fund Administrator to add to the CA Subdivision Fund in a manner consistent with the repayments described in section 2.d.i above.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -235-
1 APPENDIX 3

Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Walmart Settlement Agreement and CA Walmart Allocation Agreement, as well as any other limitations imposed by law, use funds that it receives from the Walmart Settlement CA Subdivision Fund to pay a contingent fee to [COUNSEL]. Any such payment from [SUBDIVISION] to [COUNSEL], together with any contingency fees that [COUNSEL] may receive from the national Attorney Fee Fund, will not exceed a total contingency fee of [PERCENTAGE NOT TO EXCEED 15%] of the total gross recovery of [SUBDIVISION] from the Walmart Settlement.
[COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Walmart Settlement Agreement before seeking or accepting payment under this backstop agreement. [COUNSEL] further certify that they are not seeking and will not accept payment under this backstop agreement of any litigation fees or costs that have been reimbursed through prior settlements or judgments.

The Attorney General is executing this agreement solely because the definition of “State BackStop Agreement” in Exhibit R of the Walmart Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -236-
1 Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – CVS Settlement

1. Introduction
Pursuant to the CVS Settlement Agreement, dated as of December 9, 2022, and any revision thereto as well as any modification thereto entered into by the State of California and CVS (the “CVS Settlement Agreement”), including Section V and Exhibit O, the State of California proposes this agreement (the “CA CVS Allocation Agreement”) to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections IV and V of the CVS Settlement Agreement. For the avoidance of doubt, this agreement does not apply to payments made pursuant to Sections IX or X of the CVS Settlement Agreement.

Pursuant to Exhibit O, Paragraph 4, of the CVS Settlement Agreement, acceptance of this CA CVS Allocation Agreement is a requirement to be an Initial Participating Subdivision.

2. Definitions
a) CA Participating Subdivision means a Participating Subdivision that is also (a) a Plaintiff Subdivision and/or (b) a Primary Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts) and/or Exhibit I to the CVS Settlement Agreement. b) Allergan Settlement Agreement means the Allergan Settlement Agreement dated November 22, 2022, and any revision thereto.
c) Distributor Settlement Agreement means the Distributor Settlement Agreement dated July 21, 2021, and any revision thereto.
d) Janssen Settlement Agreement means the Janssen Settlement Agreement dated July 21, 2021, and any revision thereto.
e) Teva Settlement Agreement means the Teva Settlement Agreement dated November 22, 2022, and any revision thereto.
f) Walgreens Settlement Agreement means the Walgreens Settlement Agreement dated December 9, 2022, and any revision thereto.
g) Walmart Settlement Agreement means the Walmart Settlement Agreement dated November 14, 2022, and any revision thereto.
h) CA Litigating Special District means a Litigating Special District located in California. CA Litigating Special Districts include Downey Unified School District, Elk Grove Unified School District, Kern High School District, Montezuma Fire Protection District (located in Stockton, California), Santa Barbara San Luis Obispo Regional Health Authority, Inland Empire Health Plan, Health Plan of San Joaquin, San Leandro Unified School District, Pleasant Valley School District Board, and LA Care Health Plan.
i) Plaintiff Subdivision means a Subdivision located in California, other than a CA DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -237-
2 Litigating Special District, that filed a lawsuit, on behalf of the Subdivision and/or through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. j) Opioid Defendant means any defendant (including but not limited to Teva Pharmaceutical Industries Ltd., Allergan Finance, LLC, Allergan Limited, CVS Health Corporation, CVS Pharmacy, Inc., Walgreen Co., Walmart Inc., Johnson & Johnson, Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health, Inc., AmerisourceBergen Corporation, and McKesson Corporation) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020.

3. General Terms
This agreement is subject to the requirements of the CVS Settlement Agreement, as well as applicable law, and the CVS Settlement Agreement governs over any inconsistent provision of this CA CVS Allocation Agreement. Terms used in this CA CVS Allocation Agreement have the same meaning as in the CVS Settlement Agreement unless otherwise defined herein.

Pursuant to Section V(E)(1) of the CVS Settlement Agreement, (a) all Settlement Fund payments will be used for Opioid Remediation, except as allowed by Section V(B)(2) of the CVS Settlement Agreement; and (b) at least seventy percent (70%) of Settlement Fund payment amounts will be used solely for future Opioid Remediation.

4. State Allocation
The Settlement Fund payments to California,1 pursuant to the CVS Settlement Agreement, shall be allocated as follows: 15% to the State Fund; 70% to the Abatement Accounts Fund; and 15% to the Subdivision Fund. For the avoidance of doubt, all funds allocated to California from the Settlement Fund shall be combined pursuant to this CA CVS Allocation Agreement, and 15% of that total shall be allocated to the State of California (the “State of California Allocation”), 70% to the California Abatement Accounts Fund (“CA Abatement Accounts Fund”), and 15% to the California Subdivision Fund (“CA Subdivision Fund”).
1 For purposes of clarity, use of the term “California” refers to the geographic territory of California and the state and its local governments therein. The term “State” or “State of California” refers to the State of California as a governmental unit.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -238-
3 A. State of California Allocation
Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by the State for future Opioid Remediation.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -239-
4 e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the CVS Settlement Agreement and this CA CVS Allocation Agreement shall be transferred to the State; provided however, that CA Participating Subdivisions have seven years to expend or encumber CA Abatement Accounts Funds designated to support capital outlay projects before they must be transferred to the State. This provision shall not apply to the Cost Reimbursement Funds, which shall be controlled by Appendix 2.
ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E to the CVS Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA Participating Subdivision from the Abatement Accounts Fund in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction; and/or (5) interventions to prevent drug addiction in vulnerable youth. c) The California Department of Health Care Services (“DHCS”) may add to this list (but not delete from it) by designating additional High Impact Abatement Activities. DHCS will make reasonable efforts to consult with stakeholders, including the CA Participating Subdivisions, before adding additional High Impact Abatement Activities to this list.
d) For the avoidance of doubt, and subject to the requirements of the CVS Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -240-
5 ventures, or otherwise work in collaboration with, federal, state, local, tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund. Further, provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the CVS Settlement Agreement and this CA CVS Allocation Agreement, a county and any cities or towns within the county may agree to reallocate their respective shares of the CA Abatement Accounts Funds among themselves, provided that any direct distribution may only be to a CA Participating Subdivision and any CA Participating Subdivision must agree to their share being reallocated.
iii. CA Abatement Accounts Fund Oversight
a) Pursuant to Section 5 below, CA Participating Subdivisions receiving settlement funds must prepare and file reports annually regarding the use of those funds. DHCS may regularly review the reports prepared by CA Participating Subdivisions about the use of CA Abatement Accounts Funds for compliance with the CVS Settlement Agreement and this CA CVS Allocation Agreement.
b) If DHCS determines that a CA Participating Subdivision’s use of CA Abatement Accounts Funds is inconsistent with the CVS Settlement Agreement or this CA CVS Allocation Agreement, whether through review of reports or information from any other sources, DHCS shall send a request to meet and confer with the CA Participating Subdivision. The parties shall meet and confer in an effort to resolve the concern. c) If the parties are unable to reach a resolution, DHCS may conduct an audit of the Subdivision’s use of the CA Abatement Accounts Funds within one year of the request to meet and confer, unless the parties mutually agree in writing to extend the meet and confer time frame.
d) If the concern still cannot be resolved, the State may bring a motion or action in the court where the State has filed its Consent Judgment to resolve the concern or otherwise enforce the requirements of the CVS Settlement Agreement or this CA CVS Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds, more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement. e) Notwithstanding the foregoing, this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities, or to pursue administrative, civil, or criminal enforcement actions.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -241-
6 C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the CVS Settlement Agreement and this CA CVS Allocation Agreement, to fund future Opioid Remediation and reimburse past opioidrelated expenses, which may include fees and expenses related to litigation, and to pay the reasonable fees and expenses of the Special Master as set forth in Appendix 2.

D. Provision for State Back-Stop Agreement
On August 6, 2021, Judge Dan Polster of the U.S. District Court, Northern District of Ohio, Eastern Division, issued an order (ECF Docket Number 3814) (“MDL Fees Order”) in the National Prescription Opiate Litigation (MDL No. 2804) “cap[ping] all applicable contingent fee agreements at 15%.” Private counsel representing Plaintiff Subdivisions should seek its contingency fees and costs from the Attorney Fee Fund or Cost Funds under the CVS Settlement Agreement, and, if applicable, the Teva Settlement Agreement, Allergan Settlement Agreement, Distributor Settlement Agreement, Janssen Settlement Agreement, Walgreens Settlement Agreement, and Walmart Settlement Agreement.

A Plaintiff Subdivision may separately agree to use its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(Y), of the CVS Settlement Agreement and the MDL Fees Order, so long as such contingency fees do not exceed a total contingency fee of 15% of the total gross recovery of the Plaintiff Subdivision pursuant to the CVS Settlement, inclusive of contingency fees from the national Attorney Fee Fund and this State Back-Stop Agreement. Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -242-
7 representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the CVS Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

5. State and Subdivision Reporting
a) DHCS will prepare an annual written report regarding the State’s use of funds from the settlement until those funds are fully expended and for one year thereafter. These reports will be made publicly available on the DHCS web site.
b) Each CA Participating Subdivision that receives payments of funds from the settlement will prepare written reports at least annually regarding the use of those funds, until those funds are fully expended and for one year thereafter. These reports will also include a certification that all funds that the CA Participating Subdivision has received through the settlement have been used in compliance with the CVS Settlement Agreement and this CA CVS Allocation Agreement. The report will be in a form reasonably determined by DHCS. Prior to specifying the form of the report DHCS will confer with representatives of the Plaintiff Subdivisions.
c) The State and all CA Participating Subdivisions receiving CA Abatement Accounts Funds will track all deposits and expenditures. Each such subdivision is responsible solely for the CA Abatement Accounts Funds it receives. A county is not responsible for oversight, reporting, or monitoring of CA Abatement Accounts Funds received by a city within that county that receives direct payment. Unless otherwise exempt, Subdivisions’ expenditures and uses of CA Abatement Accounts Funds and other Settlement Funds will be subject to the normal budgetary and expenditure process of the Subdivision. d) Each Plaintiff Subdivision receiving CA Subdivision Funds will track all deposits and expenditures, as required by the CVS Settlement Agreement and this CA CVS Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from the CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report, the amount and how such funds were used, including if used to pay attorneys’ fees, investigation costs, or litigation costs. Pursuant to Section V(B)(2) of the CVS Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and CVS.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -243-
8 e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.

6. Miscellaneous
a) The State or any CA Participating Subdivision may bring a motion or action in the court where the State has filed its Consent Judgment to enforce the requirements of this CA CVS Allocation Agreement. Before filing such a motion or action the State will meet and confer with any CA Participating Subdivision that is the subject of the anticipated motion or action, and vice versa.
b) Except as provided in the CVS Settlement Agreement, this CA CVS Allocation Agreement is not enforceable by any party other than the State and the CA Participating Subdivisions. It does not confer any rights or remedies upon, and shall not be enforceable by, any third party.
c) Except as provided in the CA CVS Allocation Agreement, if any provision of this agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this agreement, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the CVS Settlement Agreement, this agreement shall be governed by and interpreted in accordance with the laws of California.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -244-
9 The undersigned, Hillsborough town, ACKNOWLEDGES acceptance of this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – CVS Settlement is a requirement to be an Initial Participating Subdivision in the CVS Settlement and ACCEPTS this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – CVS Settlement. EXECUTED on /date_1_cvs/.

Signature: /signer_1_teva_allergan/
Name: /name_1_teva_allergan/
Title: /title_1_teva_allergan/
Date: /date_1_cvs/
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -245-
APPENDIX 1
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—CVS Settlement, whereas the percentages shown in the Abatement Percentage column should not change.

DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -246- APPENDIX 1
1 of 15
100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2.4237952%
City Alameda Alameda 0.069% 0.0570162%
City Albany Alameda 0.013% 0.0107768%
City Berkeley Alameda 0.152% 0.1249656%
City Dublin Alameda 0.033% 0.040% 0.0338810%
City Emeryville Alameda 0.023% 0.0185765%
City Fremont Alameda 0.108% 0.0888576%
City Hayward Alameda 0.117% 0.0966218%
City Livermore Alameda 0.054% 0.0446740%
City Newark Alameda 0.026% 0.0217626%
City Oakland Alameda 0.486% 0.595% 0.5055601%
City Piedmont Alameda 0.014% 0.0114064%
City Pleasanton Alameda 0.067% 0.0554547%
City San Leandro Alameda 0.039% 0.0321267%
City Union City Alameda 0.043% 0.0352484%
County Amador County Amador 0.226% 0.277% 0.2349885%
County Butte County Butte 1.615% 1.975% 1.6783178%
City Chico Butte 0.216% 0.264% 0.2246499%
City Oroville Butte 0.079% 0.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0.2351644% County Colusa County Colusa 0.059% 0.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2.1844585% City Antioch Contra Costa 0.037% 0.0301879%
City Brentwood Contra Costa 0.026% 0.0215339%
City Clayton Contra Costa 0.002% 0.0018060%
City Concord Contra Costa 0.055% 0.0456676%
City Danville Contra Costa 0.010% 0.0082255%
City El Cerrito Contra Costa 0.023% 0.0189024%
City Hercules Contra Costa 0.010% 0.0078273%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -247- APPENDIX 1
2 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0.0046030%
City Martinez Contra Costa 0.012% 0.0098593%
City Moraga Contra Costa 0.004% 0.0031007%
City Oakley Contra Costa 0.010% 0.0079416%
City Orinda Contra Costa 0.005% 0.0038157%
City Pinole Contra Costa 0.013% 0.0110909%
City Pittsburg Contra Costa 0.053% 0.0436369%
City Pleasant Hill Contra Costa 0.013% 0.0106309%
City Richmond Contra Costa 0.146% 0.1201444%
City San Pablo Contra Costa 0.018% 0.0148843%
City San Ramon Contra Costa 0.021% 0.0176459%
City Walnut Creek Contra Costa 0.026% 0.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0.1189608% County El Dorado County El Dorado 0.768% 0.939% 0.7980034% City Placerville El Dorado 0.015% 0.0127642%
City South Lake Tahoe El Dorado 0.081% 0.0665456%
County Fresno County Fresno 1.895% 2.318% 1.9693410%
City Clovis Fresno 0.065% 0.0536211%
City Coalinga Fresno 0.012% 0.0098554%
City Fresno Fresno 0.397% 0.3270605%
City Kerman Fresno 0.005% 0.0042534%
City Kingsburg Fresno 0.008% 0.0066167%
City Mendota Fresno 0.002% 0.0019387%
City Orange Cove Fresno 0.004% 0.0035607%
City Parlier Fresno 0.008% 0.0069755%
City Reedley Fresno 0.012% 0.0098804%
City Sanger Fresno 0.018% 0.0146135%
City Selma Fresno 0.015% 0.0127537%
County Glenn County Glenn 0.107% 0.131% 0.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1.0703185% DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -248- APPENDIX 1
3 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0.0447660%
City Eureka Humboldt 0.117% 0.143% 0.1216284%
City Fortuna Humboldt 0.032% 0.0266837%
County Imperial County Imperial 0.258% 0.315% 0.2679006% City Brawley Imperial 0.011% 0.0087986%
City Calexico Imperial 0.019% 0.0152799%
City El Centro Imperial 0.158% 0.1302522%
City Imperial Imperial 0.006% 0.0048791%
County Inyo County Inyo 0.073% 0.089% 0.0754413%
County Kern County Kern 2.517% 3.079% 2.6159145%
City Arvin Kern 0.006% 0.0046425%
City Bakersfield Kern 0.212% 0.1747198%
City California City Kern 0.009% 0.0070820%
City Delano Kern 0.030% 0.0249316%
City McFarland Kern 0.003% 0.0025644%
City Ridgecrest Kern 0.015% 0.0120938%
City Shafter Kern 0.013% 0.0103417%
City Tehachapi Kern 0.009% 0.0073580%
City Wasco Kern 0.008% 0.0069861%
County Kings County Kings 0.293% 0.2413469%
City Avenal Kings 0.007% 0.0056335%
City Corcoran Kings 0.013% 0.0107032%
City Hanford Kings 0.027% 0.0226038%
City Lemoore Kings 0.016% 0.0131900%
County Lake County Lake 0.795% 0.6545389%
City Clearlake Lake 0.041% 0.050% 0.0426253%
City Lakeport Lake 0.021% 0.026% 0.0222964%
County Lassen County Lassen 0.319% 0.391% 0.3320610%
City Susanville Lassen 0.027% 0.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 14.4437559% DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -249- APPENDIX 1
4 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Agoura Hills Los Angeles 0.005% 0.0040024%
City Alhambra Los Angeles 0.042% 0.0343309%
City Arcadia Los Angeles 0.033% 0.0267718%
City Artesia Los Angeles 0.001% 0.0005100%
City Azusa Los Angeles 0.026% 0.0210857%
City Baldwin Park Los Angeles 0.027% 0.0218520%
City Bell Los Angeles 0.008% 0.0068783%
City Bellflower Los Angeles 0.002% 0.0014485%
City Bell Gardens Los Angeles 0.014% 0.0114301%
City Beverly Hills Los Angeles 0.065% 0.0534897%
City Burbank Los Angeles 0.100% 0.0823132%
City Calabasas Los Angeles 0.006% 0.0048948%
City Carson Los Angeles 0.019% 0.0159805%
City Cerritos Los Angeles 0.005% 0.0039682%
City Claremont Los Angeles 0.010% 0.0082584%
City Commerce Los Angeles 0.000% 0.0002971%
City Compton Los Angeles 0.044% 0.0361882%
City Covina Los Angeles 0.028% 0.0229127%
City Cudahy Los Angeles 0.001% 0.0006020%
City Culver City Los Angeles 0.055% 0.0449894%
City Diamond Bar Los Angeles 0.001% 0.0006993%
City Downey Los Angeles 0.052% 0.0429994%
City Duarte Los Angeles 0.003% 0.0027261%
City El Monte Los Angeles 0.031% 0.038% 0.0318985%
City El Segundo Los Angeles 0.033% 0.0268020%
City Gardena Los Angeles 0.034% 0.0278088%
City Glendale Los Angeles 0.166% 0.1366586%
City Glendora Los Angeles 0.016% 0.0134411%
City Hawaiian Gardens Los Angeles 0.005% 0.0040549%
City Hawthorne Los Angeles 0.050% 0.0407833%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -250- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Cañada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811%
City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -251- APPENDIX 1
6 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City San Dimas Los Angeles 0.003% 0.0022016%
City San Fernando Los Angeles 0.013% 0.0104837%
City San Gabriel Los Angeles 0.018% 0.0147726%
City San Marino Los Angeles 0.009% 0.0073791%
City Santa Clarita Los Angeles 0.022% 0.0178167%
City Santa Fe Springs Los Angeles 0.031% 0.0257531%
City Santa Monica Los Angeles 0.158% 0.1298513%
City Sierra Madre Los Angeles 0.006% 0.0048646%
City Signal Hill Los Angeles 0.010% 0.0084884%
City South El Monte Los Angeles 0.005% 0.0039603%
City South Gate Los Angeles 0.020% 0.0166272%
City South Pasadena Los Angeles 0.012% 0.0095334%
City Temple City Los Angeles 0.005% 0.0039498%
City Torrance Los Angeles 0.112% 0.0919820%
City Walnut Los Angeles 0.006% 0.0047305%
City West Covina Los Angeles 0.049% 0.0404521%
City West Hollywood Los Angeles 0.013% 0.0108517%
City Whittier Los Angeles 0.032% 0.0260581%
County Madera County Madera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County Marin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County Mariposa 0.084% 0.103% 0.0876131% County Mendocino County Mendocino 0.439% 0.536% 0.4558394% City Ukiah Mendocino 0.039% 0.0317153%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -252- APPENDIX 1
7 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Merced County Merced 0.551% 0.674% 0.5724262%
City Atwater Merced 0.024% 0.0195846%
City Livingston Merced 0.006% 0.0045873%
City Los Banos Merced 0.020% 0.0165142%
City Merced Merced 0.061% 0.0500762%
County Modoc County Modoc 0.065% 0.080% 0.0678250%
County Mono County Mono 0.023% 0.029% 0.0242606%
County Monterey County Monterey 0.908% 1.111% 0.9437083% City Greenfield Monterey 0.006% 0.0050552%
City King City Monterey 0.005% 0.0037355%
City Marina Monterey 0.017% 0.0144098%
City Monterey Monterey 0.041% 0.0336540%
City Pacific Grove Monterey 0.009% 0.0074842%
City Salinas Monterey 0.094% 0.0776576%
City Seaside Monterey 0.023% 0.0191772%
City Soledad Monterey 0.007% 0.0060870%
County Napa County Napa 0.288% 0.352% 0.2994325%
City American Canyon Napa 0.017% 0.0136869%
City Napa Napa 0.078% 0.0642783%
County Nevada County Nevada 0.441% 0.539% 0.4579827%
City Grass Valley Nevada 0.024% 0.0197805%
City Truckee Nevada 0.003% 0.0023843%
County Orange County Orange 4.364% 5.339% 4.5363576%
City Aliso Viejo Orange 0.014% 0.0113841%
City Anaheim Orange 0.554% 0.678% 0.5759282%
City Brea Orange 0.086% 0.0708897%
City Buena Park Orange 0.087% 0.0714352%
City Costa Mesa Orange 0.124% 0.152% 0.1288366%
City Cypress Orange 0.033% 0.0271937%
City Dana Point Orange 0.001% 0.0005560%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -253- APPENDIX 1
8 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Fountain Valley Orange 0.055% 0.0455980%
City Fullerton Orange 0.137% 0.168% 0.1425744%
City Garden Grove Orange 0.213% 0.1752482%
City Huntington Beach Orange 0.247% 0.302% 0.2568420%
City Irvine Orange 0.139% 0.170% 0.1442350%
City Laguna Beach Orange 0.047% 0.058% 0.0493043%
City Laguna Hills Orange 0.014% 0.0115457%
City Laguna Niguel Orange 0.001% 0.0007071%
City Laguna Woods Orange 0.001% 0.0006546%
City La Habra Orange 0.060% 0.073% 0.0621049%
City Lake Forest Orange 0.012% 0.0101249%
City La Palma Orange 0.012% 0.0095439%
City Los Alamitos Orange 0.008% 0.0069190%
City Mission Viejo Orange 0.014% 0.0117560%
City Newport Beach Orange 0.179% 0.1470134%
City Orange Orange 0.150% 0.1231320%
City Placentia Orange 0.029% 0.035% 0.0298912%
City Rancho Santa Margarita Orange 0.001% 0.0006296%
City San Clemente Orange 0.008% 0.010% 0.0086083%
City San Juan Capistrano Orange 0.008% 0.0065510%
City Santa Ana Orange 0.502% 0.614% 0.5213866%
City Seal Beach Orange 0.020% 0.0165891%
City Stanton Orange 0.035% 0.0291955%
City Tustin Orange 0.073% 0.0600341%
City Westminster Orange 0.104% 0.127% 0.1082721%
City Yorba Linda Orange 0.044% 0.0362223%
County Placer County Placer 1.045% 1.278% 1.0861002%
City Auburn Placer 0.017% 0.0141114%
City Lincoln Placer 0.031% 0.0255599%
City Rocklin Placer 0.076% 0.0625485%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -254- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Roseville Placer 0.196% 0.1616559%
County Plumas County Plumas 0.205% 0.251% 0.2128729%
County Riverside County Riverside 4.534% 5.547% 4.7128296% City Banning Riverside 0.017% 0.0143848%
City Beaumont Riverside 0.021% 0.0171135%
City Blythe Riverside 0.012% 0.0096714%
City Canyon Lake Riverside 0.000% 0.0001761%
City Cathedral City Riverside 0.067% 0.0553614%
City Coachella Riverside 0.021% 0.0173054%
City Corona Riverside 0.147% 0.1207083%
City Desert Hot Springs Riverside 0.024% 0.0200433%
City Eastvale Riverside 0.000% 0.0002747%
City Hemet Riverside 0.051% 0.0421792%
City Indio Riverside 0.056% 0.0457794%
City Jurupa Valley Riverside 0.001% 0.0008991%
City Lake Elsinore Riverside 0.021% 0.0172949%
City La Quinta Riverside 0.063% 0.0516732%
City Menifee Riverside 0.032% 0.0260909%
City Moreno Valley Riverside 0.137% 0.1130348%
City Murrieta Riverside 0.048% 0.059% 0.0497423%
City Norco Riverside 0.016% 0.0134542%
City Palm Desert Riverside 0.083% 0.0682465%
City Palm Springs Riverside 0.076% 0.0629862%
City Perris Riverside 0.009% 0.0076774%
City Rancho Mirage Riverside 0.052% 0.0431098%
City Riverside Riverside 0.268% 0.2206279%
City San Jacinto Riverside 0.010% 0.0085936%
City Temecula Riverside 0.022% 0.0180086%
City Wildomar Riverside 0.008% 0.0062500%
County Sacramento County Sacramento 3.797% 4.645% 3.9465887% DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -255- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Citrus Heights Sacramento 0.057% 0.0465312%
City Elk Grove Sacramento 0.130% 0.1066994%
City Folsom Sacramento 0.108% 0.0890850%
City Galt Sacramento 0.017% 0.0143704%
City Rancho Cordova Sacramento 0.008% 0.0067679%
City Sacramento Sacramento 0.721% 0.882% 0.7496530%
County San Benito County San Benito 0.106% 0.130% 0.1101417% City Hollister San Benito 0.027% 0.0225355%
County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% City Adelanto San Bernardino 0.008% 0.0066640%
City Apple Valley San Bernardino 0.025% 0.0207360%
City Barstow San Bernardino 0.015% 0.0122056%
City Chino San Bernardino 0.064% 0.0525893%
City Chino Hills San Bernardino 0.001% 0.0006388%
City Colton San Bernardino 0.031% 0.0253443%
City Fontana San Bernardino 0.112% 0.0920543%
City Grand Terrace San Bernardino 0.006% 0.0051051%
City Hesperia San Bernardino 0.035% 0.0291522%
City Highland San Bernardino 0.004% 0.0029061%
City Loma Linda San Bernardino 0.009% 0.0071188%
City Montclair San Bernardino 0.039% 0.0322108%
City Ontario San Bernardino 0.179% 0.1472934%
City Rancho Cucamonga San Bernardino 0.084% 0.0689431%
City Redlands San Bernardino 0.057% 0.0469150%
City Rialto San Bernardino 0.073% 0.0603206%
City San Bernardino San Bernardino 0.178% 0.1461880%
City Twentynine Palms San Bernardino 0.002% 0.0012605%
City Upland San Bernardino 0.052% 0.0424460%
City Victorville San Bernardino 0.033% 0.0269400%
City Yucaipa San Bernardino 0.016% 0.0128772%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -256- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Yucca Valley San Bernardino 0.003% 0.0021228%
County San Diego County San Diego 5.706% 6.980% 5.9309748% City Carlsbad San Diego 0.128% 0.1050485%
City Chula Vista San Diego 0.189% 0.231% 0.1961456%
City Coronado San Diego 0.044% 0.0359095%
City El Cajon San Diego 0.113% 0.0933582%
City Encinitas San Diego 0.061% 0.074% 0.0630289%
City Escondido San Diego 0.145% 0.1192204%
City Imperial Beach San Diego 0.014% 0.0118283%
City La Mesa San Diego 0.055% 0.068% 0.0575593%
City Lemon Grove San Diego 0.022% 0.0183911%
City National City San Diego 0.080% 0.0656808%
City Oceanside San Diego 0.213% 0.1753428%
City Poway San Diego 0.062% 0.0511040%
City San Diego San Diego 1.975% 2.416% 2.0531169%
City San Marcos San Diego 0.089% 0.0733897%
City Santee San Diego 0.033% 0.0268401%
City Solana Beach San Diego 0.017% 0.0138564%
City Vista San Diego 0.052% 0.0425144%
Consolidated San Francisco San Francisco 3.026% 3.702% 3.1457169% County San Joaquin County San Joaquin 1.680% 2.055% 1.7460399% City Lathrop San Joaquin 0.009% 0.0075394%
City Lodi San Joaquin 0.053% 0.0439484%
City Manteca San Joaquin 0.054% 0.0443454%
City Ripon San Joaquin 0.013% 0.0104219%
City Stockton San Joaquin 0.313% 0.383% 0.3256176%
City Tracy San Joaquin 0.084% 0.0692047%
County San Luis Obispo County San Luis Obispo 0.816% 0.999% 0.8484126% City Arroyo Grande San Luis Obispo 0.024% 0.0199053%
City Atascadero San Luis Obispo 0.029% 0.0240680%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -257- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
County San Mateo County San Mateo 1.074% 1.313% 1.1159599% City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa Barbara 1.132% 1.385% 1.1768968% City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa Clara 2.404% 2.941% 2.4987553% City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -258- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0.0103338%
City Los Gatos Santa Clara 0.013% 0.0103220%
City Milpitas Santa Clara 0.036% 0.0298120%
City Morgan Hill Santa Clara 0.015% 0.0124619%
City Mountain View Santa Clara 0.041% 0.0334608%
City Palo Alto Santa Clara 0.039% 0.0323080%
City San Jose Santa Clara 0.294% 0.360% 0.3054960%
City Santa Clara Santa Clara 0.067% 0.0549723%
City Saratoga Santa Clara 0.004% 0.0034161%
City Sunnyvale Santa Clara 0.053% 0.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0.8135396% City Capitola Santa Cruz 0.020% 0.0168191%
City Santa Cruz Santa Cruz 0.143% 0.1180348%
City Scotts Valley Santa Cruz 0.015% 0.0126525%
City Watsonville Santa Cruz 0.063% 0.0520136%
County Shasta County Shasta 1.095% 1.339% 1.1380191%
City Anderson Shasta 0.024% 0.0198896%
City Redding Shasta 0.284% 0.2334841%
City Shasta Lake Shasta 0.004% 0.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0.2373393% County Solano County Solano 0.760% 0.6260795%
City Benicia Solano 0.031% 0.0253903%
City Dixon Solano 0.016% 0.0130849%
City Fairfield Solano 0.109% 0.0897317%
City Suisun City Solano 0.021% 0.0176183%
City Vacaville Solano 0.119% 0.0976497%
City Vallejo Solano 0.167% 0.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1.2661290%
City Healdsburg Sonoma 0.032% 0.0266929%
City Petaluma Sonoma 0.081% 0.0667507%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -259- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County Stanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
County Sutter County Sutter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County Tehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County Trinity 0.082% 0.101% 0.0855476%
County Tulare County Tulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County Tuolumne 0.486% 0.594% 0.5047621% County Ventura County Ventura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -260- APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Oxnard Ventura 0.156% 0.190% 0.1617338%
City Port Hueneme Ventura 0.021% 0.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0.0702181% City Santa Paula Ventura 0.014% 0.0119072%
City Simi Valley Ventura 0.065% 0.0533043%
City Thousand Oaks Ventura 0.022% 0.0179902%
County Yolo County Yolo 0.357% 0.437% 0.3713319%
City Davis Yolo 0.055% 0.0451747%
City West Sacramento Yolo 0.066% 0.0544321%
City Woodland Yolo 0.058% 0.0477904%
County Yuba County Yuba 0.214% 0.262% 0.2225679%
City Marysville Yuba 0.014% 0.0112079%
DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -261- 1 6
APPENDIX 2
Cost Reimbursement Procedure

Costs does not include attorneys’ fees, costs, or expenses incurred by private contingency fee counsel. No part of the CA Abatement Accounts Fund will be used to reimburse Costs.
b) First Claims Date means October 1, 2023 or when all applications for reimbursement of Costs, in whole or in part, from funds available under Section X and Exhibit R of the CVS Settlement Agreement, Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section X and Exhibit R of the Distributor Settlement Agreement, Section XI and Exhibit R of the Janssen Settlement Agreement, Section IX and Exhibit R of the Walgreens Settlement Agreement, or Section IX and Exhibit R of the Walmart Settlement Agreement, have been finally determined under the provisions of those agreements, whichever comes first.
c) Special Master means a retired judicial officer or former public lawyer, not presently employed or retained by a Plaintiff Subdivision, who will aggregate, review, and determine the reasonable Costs to be awarded to each Plaintiff Subdivision that submits a claim for reimbursement of Costs. The Special Master will be selected by a majority vote of the votes cast by Plaintiff Subdivisions, with each such subdivision having one vote. d) Plaintiff Subdivision Committee means the committee of Plaintiff Subdivisions that will review and approve the invoices submitted by the Special Master reflecting his or her reasonable time and expenses.

2. Cost Reimbursement to Plaintiff Subdivision
a) Purpose. Substantial resources have been expended to hold Opioid Defendants accountable for creating and profiting from the opioid crisis, and this effort has been a significant catalyst in creating National Opioid Settlements with various manufacturers, distributors, and chain pharmacies.
b) Claims Procedure.
i. If a Plaintiff Subdivision is eligible to seek reimbursement of Costs, in whole or in part, from funds available under Section X and Exhibit R of the CVS Settlement DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -262-
1 7
Agreement, Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section IX and Exhibit R of the Walgreens Settlement Agreement, Section IX and Exhibit R of the Walmart Settlement Agreement, Section X or Exhibit R of the Distributor Settlement Agreement, or Section XI or Exhibit R of the Janssen Settlement Agreement, it must first make a timely application for reimbursement from such funds. To allow sufficient time for determination of those applications, no claim for Costs to the CA Subdivision Fund under this Agreement may be made before the First Claims Date. ii. A Plaintiff Subdivision that wishes to be reimbursed from the CA Subdivision Fund must submit a claim to the Special Master no later than forty-five (45) days after the First Claims Date. The Special Master will then compile and redistribute the aggregated claim totals for each Plaintiff Subdivision via email to representatives of all the Plaintiff Subdivisions. A claim for attorney and staff time must list, for each attorney or staff member included in the claim, the following information: name, title, total hours claimed, hourly rate (including, if sought, benefits and share of overhead), and narrative summarizing the general nature of the work performed by the attorney or staff member. For reimbursement of “hard” costs, the subdivision may aggregate across a category (e.g., total for travel costs). It is the intention of the Plaintiff Subdivisions that submission of documents related to reimbursement of Costs does not waive any attorney-client privilege or exemptions to the California Public Records Act.
iii. The Special Master may request, at his or her sole option, additional documents or details to assist in the final award of Costs.
iv. The Special Master will review claims for reasonableness and will notify each Plaintiff Subdivision of the final determination of its claim, and will provide a list of all final awards to all Plaintiff Subdivisions by email or, upon request, via First Class U.S. Mail. Any Plaintiff Subdivision may ask the Special Master to reconsider any final award within twenty-one (21) days. The Special Master will make a final determination on any such reconsideration request within thirty (30) days of receipt.
v. Any decision of the Special Master is final and binding, and will be considered under the California Arbitration Act, Code of Civil Procedure section 1280 et seq. as a final arbitration award. Nothing in this agreement is intended to expand the scope of judicial review of the final award for errors of fact or law, and the Parties agree that they may only seek to vacate the award if clear and convincing evidence demonstrates one of the factors set forth in Code of Civil Procedure, section 1286.2, subdivision (a). Plaintiff Subdivisions will have fourteen (14) days after all final awards are made, together with any final determination of a request for DocuSign Envelope ID: ED17C8B4-27EA-4EA1-B4FF-80BEEE0103F3 -263-
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reconsideration, to seek review in the Superior Court of California, pursuant to Code of Civil Procedure, section 1285, where the State has filed its Consent Judgment. vi. The Special Master will prepare a report of Costs that includes his or her fees and expenses at least ninety (90) days before the Payment Date for each Annual Payment. The Special Master’s preparation of a report of Costs does not discharge a Plaintiff Subdivision’s reporting requirement under Section V(B)(2) of the CVS Settlement Agreement.
vii. A member of the Plaintiff Subdivision Committee, which is a CA Participating Subdivision, will submit to the Settlement Fund Administrator and CVS a report of the fees and expenses incurred by the Special Master pursuant to Section V(B)(2) of the CVS Settlement Agreement.
c) Claims Priority and Limitation.
i. The Special Master will submit invoices for compensation of reasonable fees and expenses to the Plaintiff Subdivision Committee no later than ninety (90) days prior to the Payment Date for each Annual Payment. The Plaintiff Subdivision Committee will promptly review and, if reasonable, approve the Special Master’s invoice for compensation. The Plaintiff Subdivision Committee will submit approved invoices to the Settlement Fund Administrator for payment. The Special Master’s approved invoices have priority and will be paid first from the CA Subdivision Fund before any award of Costs, subject to the limitation in Section

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d) Collateral Source Payments and Third-Party Settlement. i. In the event a Plaintiff Subdivision is awarded compensation, in whole or in part, by any source of funds created as a result of litigation against an Opioid Defendant for its reasonable Costs, it will reduce its claim for Costs from the CA Subdivision Fund by that amount. If a Plaintiff Subdivision has already received a final award of Costs from the CA Subdivision Fund, it will repay the fund up to the prior award of Costs via a payment to the Settlement Fund Administrator or notify the Settlement Fund Administrator that its allocation from the next and subsequent Annual Payments should be reduced accordingly. If the Plaintiff Subdivision is repaying any prior award of Costs, that repayment will occur as soon as is feasible after the Plaintiff Subdivision’s receipt of Cost funds from the collateral source, but no more than 90 days after its receipt from the collateral source. The Settlement Fund Administrator will add any repaid Costs to the CA Subdivision Fund. Any Plaintiff Subdivision that has submitted for reimbursement to any national fund and has not received a final determination by the First Claims Date may request that the settlement administrator withhold some or all of its payment from the CA Subdivision Fund in order to avoid repayment.
ii. In the event a Plaintiff Subdivision reaches a monetary settlement or compromise against any Opioid Defendant outside of the National Opioid Settlement, the monetary portion of such settlement, net of fees paid to outside contingency fee counsel and of funds earmarked strictly for abatement, will be credited against its Costs and the subdivision will be ineligible to recover those credited Costs from the CA Subdivision Fund. Plaintiff Subdivisions negotiating monetary settlements or compromises against any Opioid Defendant outside of the National Opioid Settlement will negotiate for funds to repay any Costs it previously received from the CA Subdivision Fund or for Costs it otherwise might be eligible to claim from the CA Subdivision Fund. If such a settlement is paid after all final approved claims for Costs by all Plaintiff Subdivisions are satisfied in full, the settling subdivision will reimburse the CA Subdivision Fund in that amount by making payment to the Settlement Fund Administrator to add to the CA Subdivision Fund in a manner consistent with the repayments described in section 2.d.i above.

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1 APPENDIX 3

Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the CVS Settlement Agreement and CA CVS Allocation Agreement, as well as any other limitations imposed by law, use funds that it receives from the CVS Settlement CA Subdivision Fund to pay a contingent fee to [COUNSEL]. Any such payment from [SUBDIVISION] to [COUNSEL], together with any contingency fees that [COUNSEL] may receive from the national Attorney Fee Fund, will not exceed a total contingency fee of [PERCENTAGE NOT TO EXCEED 15%] of the total gross recovery of [SUBDIVISION] from the CVS Settlement. [COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the CVS Settlement Agreement before seeking or accepting payment under this backstop agreement. [COUNSEL] further certify that they are not seeking and will not accept payment under this backstop agreement of any litigation fees or costs that have been reimbursed through prior settlements or judgments.

The Attorney General is executing this agreement solely because the definition of “State BackStop Agreement” in Exhibit R of the CVS Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
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OFFICE OF ATTORNEY GENERAL ROB BONTA
JANUARY 27, 2023
PAGE 3
SO AGREED BY AND ON BEHALF OF THE STATE OF CALFORNIA:

N e
Title: t Attorney General
Date:
8524664.1
1/30/2023
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TOWN OF HILLSBOROUGH
San Mateo County
1600 Floribunda Avenue
Hillsborough, CA 94010
9 CONSENT CALENDAR

CITY COUNCIL MEETING
APRIL 10, 2023

AGENDA STAFF REPORT
ITEM SUBJECT: RESOLUTION APPROVING AND AUTHORIZING THE CITY MANAGER TO

EXECUTE A SECOND AMENDMENT TO THE EXISTING AGREEMENT WITH FREYER & LAURETA, INC. FOR CEQA COMPLIANCE SERVICES FOR THE DESIGN OF THE HIGHLINE WATER PIPELINE PROJECT IN THE AMOUNT OF $181,200.00, FOR A TOTAL CONTRACT AMOUNT OF $752,800.00 PURSUANT TO CEQA GUIDELINE 15306
SUMMARY: On September 14, 2020, City Council awarded a contract for professional design services to Freyer & Laureta, Inc. (“F&L”) for the Highline Water Pipeline Project (“Project”) in the amount of $421,600.000. On October 10, 2022, City Council approved an amendment to the contract for additional design coordination efforts with the Town’s partner agencies, Burlingame, Millbrae and the SFPUC, in the amount of $150,00.00, for a total contract amount of $571,600.00.

The conceptual design, in coordination with the Town’s partners, is focused on Alignment 3 identified in the Draft Alternative Analysis for the Water Pipeline Design from Harry Tracy Water Treatment Plant dated November 2021 (Report).

Attached is a proposal for F&L to provide professional engineering and environmental services to prepare the California Environmental Quality Act (CEQA) documents for the proposed Harry Tracy Water Treatment Plant Transmission Main Project (Project). The proposed tasks are as follows:
• Kick-Off Meeting and Information Review
• Prepare Project Description for CEQA Initial Study/MND • Prepare CEQA Administrative Draft IS/MND, including
o Cultural Resources
o Air Quality Technical Study
o Health Risk Assessment
o Noise and Vibration Technical Study
o Biological Resources Technical Report
• Prepare CEQA Administrative Draft IS/MND
• Publication of the Draft IS/MND
• Prepare Final IS/MND and Response to Comments
FISCAL IMPACT: The cost of the proposed additional services is $181,200.00, which would be added to the previously authorized contract sum of $571,600.00 for a total cost of $752,800. It is recommended that funding for this project be allocated from the Highline Water Connection Project (Capital Improvement Plan #170.47) in the amount of $181,200.00.

ENVIRONMENTAL ISSUES: The contract amendment is for the preparation of the California Environmental Quality Act (CEQA) documents for the proposed Harry Tracy Water Treatment -271-
Agenda Staff Report - Hillsborough City Council
April 10, 2023

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Hillsborough City CouncilApril 10, 2023

Hillsborough City Council
April 10, 2023