Att #1 Final PCB Class Action Settlement Agreement — City Council/Public Financing Authority, November 21, 2023 (part 2 of 2)

Exhibit
D
Exhibit D - TMDL Fund Entities
Class Member State Population TMDL Fund Allocation
Agoura Hills CA CA 20,693 $ - Alameda CA CA 79,061 $ 1,132,168 Alameda County CA CA 1,650,306 $ 886,528 Albany CA CA 19,729 $ 184,340 American Canyon CA CA 20,350 $ 396,258 Antioch CA CA 111,074 $ 2,137,719 Arcadia CA CA 58,359 $ 918,335 Artesia CA CA 16,846 $ 208,624 Azusa CA CA 49,749 $ 570,455 Baldwin Park CA CA 76,337 $ 163,262 Bellflower CA CA 77,681 $ 782,562 Belmont CA CA 27,192 $ 32,672 Belvedere CA CA 2,124 $ 30,356 Benicia CA CA 28,121 $ 701,325 Berkeley CA CA 121,487 $ 1,351,736 Beverly Hills CA CA 34,477 $ 518,438 Bradbury CA CA 1,078 $ 14,314 Brentwood CA CA 60,599 $ 4,012 Brisbane CA CA 4,716 $ 256,513 Buena Park CA CA 83,113 $ 374,395 Burlingame CA CA 30,449 $ 448,909 Calabasas CA CA 24,113 $ 4,116 Carson CA CA 92,710 $ 2,549,767 Cerritos CA CA 50,436 $ 945,816 Claremont CA CA 35,934 $ 5,242 Colma CA CA 1,512 $ 100,008 Compton CA CA 97,410 $ 1,263,867 Concord CA CA 129,014 $ - Contra Costa County CA CA 1,137,194 $ 2,037,149 Corte Madera CA CA 9,868 $ 195,496 Costa Mesa CA CA 113,092 $ 1,039,972 Covina CA CA 48,466 $ 732,419 Culver City CA CA 39,317 $ 612,568 Cypress CA CA 48,877 $ 476,369 Daly City CA CA 106,941 $ 1,061,286 Downey CA CA 113,066 $ 2,023,189 Duarte CA CA 21,763 $ 133,664 East Palo Alto CA CA 29,823 $ 4,180 El Cerrito CA CA 25,459 $ 310,316 El Monte CA CA 115,657 $ 510,340 El Segundo CA CA 16,860 $ 374,243 Emeryville CA CA 11,782 $ 179,763 Fairfield CA CA 114,545 $ 277,162 Foster City CA CA 34,297 $ 392,748 Fremont CA CA 233,378 $ 436,504 Gardena CA CA 59,961 $ 748,837 Glendora CA CA 51,947 $ 794,395 Hawaiian Gardens CA CA 14,448 $ 128,557 Hawthorne CA CA 87,835 $ 358,279 Hayward CA CA 159,147 $ 416,221 Hercules CA CA 25,413 $ 312,976 Hermosa Beach CA CA 19,750 $ 186,340 Hillsborough CA CA 11,477 $ 102,506 Huntington Beach CA CA 200,541 $ 2,900,179 Huntington Park CA CA 58,780 $ 292,466 Industry CA CA 207 $ 91,377 Inglewood CA CA 110,470 $ 476,945 Irvine CA CA 265,721 $ 3,436,919 Class Member State Population TMDL Fund Allocation
Irwindale CA CA 1,429 $ 336,854 La Palma CA CA 15,762 $ 218,892 La Verne CA CA 32,413 $ 470,764 Lakewood CA CA 80,997 $ 1,057,361 Larkspur CA CA 12,392 $ 202,756 Lawndale CA CA 33,086 $ 272,794 Lomita CA CA 20,665 $ 231,568 Long Beach CA CA 469,435 $ 7,500,000 Los Alamitos CA CA 11,646 $ 384,557 Los Angeles CA CA 3,969,262 $ 7,500,000 Los Angeles County CA CA 10,120,540 $ 7,500,000 Lynwood CA CA 71,087 $ 604,583 Malibu CA CA 12,861 $ 447,183 Manhattan Beach CA CA 35,664 $ 297,999 Marin County CA CA 260,633 $ 1,114,148 Martinez CA CA 38,324 $ 411,291 Menlo Park CA CA 33,986 $ 80,927 Mill Valley CA CA 14,355 $ 169,217 Millbrae CA CA 22,773 $ 272,000 Milpitas CA CA 77,878 $ 36,800 Monrovia CA CA 37,079 $ 533,554 Mountain View CA CA 80,852 $ 103,825 Napa CA CA 79,781 $ 24,401 Napa County CA CA 141,185 $ 44,217 Newark CA CA 45,857 $ 86,078 Newport Beach CA CA 86,647 $ 1,654,029 Norwalk CA CA 106,002 $ 1,699,001 Novato CA CA 55,939 $ 521,555 Oakland CA CA 420,798 $ 7,192,424 Oakley CA CA 40,680 $ 42,441 Orange CA CA 140,434 $ 201,377 Orange County CA CA 3,170,707 $ 2,935,215 Orinda CA CA 19,510 $ 189,967 Oxnard CA CA 207,754 $ 490,785 Pacifica CA CA 39,247 $ 392,978 Palo Alto CA CA 67,406 $ 92,136 Palos Verdes Estates CA CA 13,558 $ 162,604 Paramount CA CA 54,840 $ 659,623 Pasadena CA CA 141,833 $ 130,049 Petaluma CA CA 60,486 $ 66,433 Pico Rivera CA CA 63,542 $ 662,299 Piedmont CA CA 11,385 $ 94,129 Pinole CA CA 19,328 $ 286,305 Pittsburg CA CA 70,797 $ 115,492 Pleasant Hill CA CA 34,906 $ 254 Pomona CA CA 152,637 $ 3,128 Rancho Palos Verdes CA CA 42,343 $ 610,132 Redondo Beach CA CA 67,905 $ 773,491 Redwood City CA CA 85,328 $ 499,157 Richmond CA CA 109,652 $ 3,007,116 Rio Vista CA CA 8,613 $ 225,425 Rolling Hills CA CA 1,883 $ 50,975 Rolling Hills Estates CA CA 8,216 $ 177,925 San Bruno CA CA 43,166 $ 473,533 San Carlos CA CA 29,903 $ 102,862 San Dimas CA CA 34,283 $ 554,970 San Francisco CA CA 872,795 $ 7,500,000 San Francisco County CA CA 872,795 $ 15,745 San Jose CA CA 1,030,359 $ 4,056,560 San Leandro CA CA 90,666 $ 1,542,489 San Mateo CA CA 104,420 $ 846,027 San Mateo County CA CA 768,204 $ 879,488 Class Member State Population TMDL Fund Allocation
San Pablo CA CA 31,018 $ 285,636 San Rafael CA CA 58,932 $ 952,713 Santa Ana CA CA 334,175 $ 2,906,205 Santa Clara CA CA 126,561 $ 19,144 Santa Clara County CA CA 1,929,581 $ 226,185 Santa Fe Springs CA CA 17,983 $ 803,192 Santa Monica CA CA 92,330 $ 1,002,686 Sausalito CA CA 7,137 $ 113,567 Seal Beach CA CA 24,437 $ 795,932 Sierra Madre CA CA 11,040 $ 103,589 Signal Hill CA CA 11,621 $ 282,056 Solano County CA CA 439,300 $ 159,931 Sonoma County CA CA 503,249 $ 3,766 South El Monte CA CA 20,837 $ 28 South Gate CA CA 95,396 $ 689,539 South San Francisco CA CA 67,286 $ 1,100,928 Suisun City CA CA 29,391 $ 64,721 Sunnyvale CA CA 153,633 $ 65,825 Temple City CA CA 36,301 $ 100,556 Tiburon CA CA 9,156 $ 191,591 Torrance CA CA 146,660 $ 3,502,280 Tustin CA CA 80,357 $ 309,236 Union City CA CA 75,438 $ 162,439 Vallejo CA CA 121,064 $ 3,393,786 Ventura County CA CA 848,921 $ 352,691 Vernon CA CA 113 $ 153,563 Walnut CA CA 29,971 $ 10,653 West Covina CA CA 107,607 $ 1,029,593 West Hollywood CA CA 36,614 $ 260,591 Whittier CA CA 86,732 $ 13,794 Middletown DE DE 21,174 $ 43,104 Post Falls ID ID 31,546 $ 251,576 Beach Park IL IL 13,990 $ 224,337 Burbank IL IL 28,996 $ 19,253 Chicago IL IL 2,718,946 $ 7,500,000 Cook County IL IL 5,199,000 $ 7,500,000 Evanston IL IL 75,302 $ 649,272 Evergreen Park IL IL 19,708 $ 160,558 Glencoe IL IL 8,946 $ 101,504 Highland Park IL IL 29,699 $ 145 Highwood IL IL 5,353 $ 53,198 Kenilworth IL IL 2,541 $ 35,139 Lake Bluff IL IL 5,675 $ 70,459 Lake County IL IL 704,644 $ 7,500,000 Lake Forest IL IL 19,410 $ 170,030 North Chicago IL IL 29,941 $ 461,812 Waukegan IL IL 88,174 $ 1,408,941 Wilmette IL IL 27,357 $ 301,080 Winnetka IL IL 12,494 $ 86,058 Winthrop Harbor IL IL 6,777 $ 159,433 Zion IL IL 24,072 $ 430,032 Lake County IN IN 704,192 $ 5,173,472 Lake Station IN IN 12,048 $ 392,806 LaPorte County IN IN 110,254 $ 909,490 Porter County IN IN 167,522 $ 821,537 Aberdeen MD MD 15,534 $ 105,445 Anne Arundel County MD MD 567,665 $ 5,097,000 Baltimore County MD MD 828,616 $ 7,500,000 Baltimore MD MD 615,849 $ 7,500,000 Cecil County MD MD 102,567 $ 347,860 Charles County MD MD 157,336 $ 4,981,108 District Heights MD MD 5,990 $ 1,510 Class Member State Population TMDL Fund Allocation
Elkton MD MD 15,681 $ 10,531 Harford County MD MD 250,361 $ 1,208,741 Havre de Grace MD MD 13,468 $ - Laurel MD MD 25,885 $ 1,236 Montgomery County MD MD 1,040,245 $ 3,476,862 Prince George's County MD MD 907,939 $ 6,501,271 Allegan County MI MI 114,995 $ 1,101,089 Berrien County MI MI 154,473 $ 2,905,049 Grand Beach MI MI 277 $ 18,321 Ottawa County MI MI 283,907 $ 5,491,048 Anderson County TN TN 75,583 $ 58,529 Blount County TN TN 128,259 $ 356,849 Chattanooga TN TN 177,104 $ 3,578,523 Farragut TN TN 22,210 $ 644,877 Hamilton County TN TN 357,858 $ 307,689 Knox County TN TN 455,650 $ 1,696,564 Knoxville TN TN 185,193 $ 3,341,160 Lenoir City TN TN 9,077 $ 352,859 Loudon County TN TN 51,348 $ 402,600 Marion County TN TN 28,351 $ 125,921 Maryville TN TN 28,448 $ 15,306 Oak Ridge TN TN 28,956 $ 1,092,659 Roane County TN TN 52,862 $ 302,591 Signal Mountain TN TN 8,531 $ 64,551 Montgomery County VA VA 98,254 $ 103,514 Radford VA VA 17,420 $ 17,428 Roanoke County VA VA 93,371 $ 1,731,041 Roanoke VA VA 99,572 $ 2,916,930 Salem VA VA 25,438 $ 451,610 Vinton VA VA 8,043 $ 201,475 Benton County WA WA 193,652 $ 242,507 Ellensburg WA WA 19,763 $ 355,225 Kennewick WA WA 80,153 $ 217,105 Richland WA WA 54,742 $ 652,831 Selah WA WA 7,723 $ 156,239 Spokane County WA WA 497,143 $ 3,055,641 Spokane Valley WA WA 95,794 $ 2,899,820 Spokane WA WA 214,990 $ 5,529,441 Union Gap WA WA 6,154 $ 107,294 West Richland WA WA 14,216 $ 291,179 Yakima County WA WA 249,691 $ 940,112 Yakima WA WA 93,572 $ 521,351 Brown Deer WI WI 12,051 $ 280,853 Caledonia WI WI 24,841 $ 518,588 Cudahy WI WI 18,980 $ 426,157 Fox Point WI WI 6,705 $ 129,170 Glendale WI WI 13,078 $ 362,552 Grafton WI WI 11,583 $ 323,548 Howard WI WI 19,318 $ 622,483 Kenosha County WI WI 167,954 $ 791,879 Mequon WI WI 23,476 $ 713,530 Milwaukee County WI WI 948,301 $ 4,034,109 Mount Pleasant WI WI 26,699 $ 266,217 North Bay WI WI 237 $ 5,404 Pleasant Prairie WI WI 20,759 $ 273,529 Racine County WI WI 194,913 $ 1,637,385 Sheboygan County WI WI 115,099 $ 761,910 Shorewood WI WI 13,423 $ 133,471 Suamico WI WI 12,535 $ 271,677 Whitefish Bay WI WI 14,061 $ 154,407 “–“ indicates $0 due to no impervious surface areas within the TMDL land area.

Exhibit
E
Exhibit E- Qualifying Sediment Site Entities
City of Newark, New Jersey
New York City, New York
City of Seattle, Washington
King County, Washington
Port of Seattle, Washington
City of Tukwila, Washington
City of Portland, Oregon
Port of Portland, Oregon
City of Tacoma, Washington
Port of Tacoma, Washington
City of San Diego, California
Port of San Diego, California

Exhibit
F
Sediment Sites Fund- Allocation Application

Class Member: ______________________________________________________

Class Member Contact Information:

Contact Person: _______________________ Phone Number: _________________ Email Address: _____________________________________________________

Qualifying Sediment Site Entity (must be one of 12 Qualifying Sediment Site Entities; only one qualifying Sediment Site per Application):
__________________________________________________________________

Please provide an initial summary description of the Class Member’s role, involvement, or responsibility in the qualifying Sediment Site, focusing on the regulatory or legal responsibility, and the costs or expenses related to and caused by PCB contamination, specific to the Class Member. The Class Member may continue this summary by attaching no more than two (2) pages typed, 14-point font, entitled “Sediment Sites Fund—Initial Summary Description.” __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ Please provide known total amounts in dollars for the following categories of damages (undocumented totals will be considered speculative or inapplicable):

Total past costs/expenses spent for PCB-caused remediation of the Sediment Site:
$______________________________

Total past costs/expenses spent for PCB-caused mitigation required due to the Sediment Site:
$_______________________________

Total future costs/expenses, as estimated including with documents and evidence, for PCB-caused remediation of the Sediment Site:
$_______________________________

Total future costs/expenses, as estimated including with documents and evidence, for PCB-caused mitigation due to the Sediment Site:
$_______________________________

Please provide a summary description of any other important factors or information that may be relevant to the Special Master’s allocation, focusing on the regulatory or legal responsibility, and the costs or expenses related to and caused by PCB contamination, specific to the Class Member. The Class Member may continue this summary by attaching no more than two (2) pages typed, 14-point font entitled “Sediment Sites Fund—Other Important Factors and Information.” __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ Please provide a summary description of other relevant named Responsible Parties, and what impact, if any, those other relevant named Responsible Parties will have on the information provided above, including cost-sharing or cost reduction for the Class Member. Please continue this summary by attaching no more than two (2) page typed, 14-point font entitled “Sediment Sites Fund—Other Responsible Parties.”
__________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________

Please provide a total Sediment Site Fund award requested by the Class Member:
$_________________________________________________________________

Please attach no more than 25 pages of supporting documentation and evidence of your summary description, past and future costs and expenses, and other important factors and information that may be relevant to the Special Master’s allocation.

Only the first 25 pages submitted will be considered by the Special Master.

I hereby declare under penalty of perjury under the laws of the state of __________________ that the information within this application and its attachments are true and correct to the best of my knowledge. Executed this ___ day of _____________ at ____________________(County),
___________________ (State).

Signed: _________________________________________
(Must be signed by the Contact Person named above)
Application Instructions and Information:

Please fill out this Sediment Sites Allocation Application to the best of your knowledge and the knowledge of the qualifying Class Member. Please return your completed application to [INSERT EMAIL] no later than [INSERT DATE]. Late applications will not be considered by the Special Master. Qualifying Class Members that do not return a completed application or that return a late application will receive an allocation by the Special Master based on the good faith, best efforts of the Allocation Experts to complete an application for the qualifying class member. Qualifying Class Members that do not return a completed application or that return a late application will forfeit the right to the one (1) appeal to the Special Master but will not forfeit the receipt of Reserve Funds distributed pro-rata after all Appeals are exhausted and decided by the Special Master.

For any questions about this application or process, you may contact Lead Class Counsel Scott Summy, John Fiske, or Carla Burke of Baron & Budd, P.C., at [email protected]; the Special Master at [INSERT EMAIL]; or the Allocation Experts at [INSERT EMAIL].

Exhibit
G
Part A- Litigating Entities- Special Needs Fund- Allocation Application

Litigating Entity: ____________________________________________________

Litigating Entity Contact Information:

Contact Person: _______________________ Phone Number: _________________ Email Address: _____________________________________________________

Did the Litigating Entity file a lawsuit? If yes, what date? __________________________________________________________________ Did the Litigating Entity obtain a successful order on a motion to dismiss? __________________________________________________________________ Did the Litigating Entity serve a Rule 26(f) Initial Disclosure on Defendants? __________________________________________________________________ Did the Litigating Entity participate in other discovery such as written discovery, document production, and public records act requests? If yes, please describe the extent of such discovery including number of interrogatories propounded and responded to, the number of documents produced, and the number of documents provided pursuant to a public records act request.
__________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ Did the Litigating Entity participate in other discovery such as site visits, depositions of public entity personnel, depositions of retained expert witnesses, preparation of expert witness reports, exchange of expert witness reports, or other discovery efforts such as discovery motions? If yes, please describe the extent of such discovery including number of site visits, depositions, reports, or other efforts such as discovery motions.
__________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ Did the Litigating Entity participate in a motion for summary judgment, motion in limine, Daubert motion, or other significant pre-trial motion? If yes, please describe the extent of such motion practice.
__________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ Is the Litigating Entity a Named Class Action Representative? If yes, was the Litigating Entity involved in the negotiation of the Class Action Settlement? __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ Did the Litigating Entity oppose and/or litigate a counterclaim or cross-claim filed against it by Defendants?
__________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ Please describe the Litigating Entities’ in-house efforts and costs, including but not limited to the number of lawyers actively involved in the litigation, the number of non-lawyer public entity personnel actively involved in the litigation, costs absorbed by the public entity (rather than initially advanced by outside counsel), if any, and any other information regarding in-house efforts and costs. __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ Please provide a total Part A award requested by the Litigating Entity:
$_________________________________________________________________ Please attach no more than 25 pages of supporting documentation and evidence that may be relevant to the Special Master’s allocation. Only the first 25 pages submitted will be considered by the Special Master.

Signed: _________________________________________
(Must be signed by the Contact Person named above)
Application Instructions and Information:

Please fill out this Litigating Entities Part A Special Needs Fund Allocation Application to the best of your knowledge and the knowledge of the Litigating Entity. Please return your completed application to [INSERT EMAIL] no later than [INSERT DATE]. Late applications will not be considered by the Special Master. Litigating Entities that do not timely return a completed application forfeit any right to Part A funds.

Part B- Significant Benefit or Cost- Special Needs Fund- Allocation Application
Class Member: ____________________________________________________ Class Member Contact Information:

Contact Person: _______________________ Phone Number: _________________ Email Address: _____________________________________________________ Please describe the Class Member’s actions or work resulting in a significant regional, state, or national benefit regarding PCB contamination related to stormwater. The Class Member may continue this summary by attaching no more than two (2) pages typed, 14-point font, entitled “Part B- Significant Benefit.” __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ Please describe the Class Member’s additional cost or expense, which is not covered by the Monitoring Fund, TMDL Fund, Sediment Fund, or Special Needs Part A Fund, resulting from PCB contamination related to stormwater. The Class Member may continue this summary by attaching no more than two (2) pages typed, 14-point font, entitled “Part B- Significant Cost.” __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ Please provide a total Special Needs Part B award requested by the Class Member:
$_________________________________________________________________ Please attach no more than twenty-five (25) pages of supporting documentation and evidence that may be relevant to the Special Master’s allocation. Only the first 25 pages submitted will be considered by the Special Master.

Signed: _________________________________________
(Must be signed by the Contact Person named above)
Application Instructions and Information:

Please fill out this Litigating Entities Part B Special Needs Fund Allocation Application to the best of your knowledge and the knowledge of the Class Member. Please return your completed application to [INSERT EMAIL] no later than [INSERT DATE]. Late applications will not be considered by the Special Master. Class Members that do not timely return a completed application forfeit any right to Part B funds.

Exhibit
I
1 UNITED STATES DISTRICT COURT

FOR THE CENTRAL DISTRICT OF

CALIFORNIA WESTERN DIVISION

Case No.: 2:16-cv-03493-FMO-AS

NOTICE OF PENDENCY OF
CLASSACTION PROPOSED

SETTLEMENT AND COURT-

APPROVAL HEARING

TO: As of June 24, 2020 only, but not later, all NPDES Phase I and II city, town, village, borough, township, and independent port district MS4 permittees with jurisdictional boundaries within a HUC 12 Watershed that contains and/or is immediately adjoining a 303(d) water body impaired by PCBs and all NPDES Phase I and II county MS4 permittees with urbanized, unincorporated boundaries within a HUC 12 Watershed that contains and/or is immediately adjoining a 303(d) water body impaired by PCBs.

THIS IS A COURT -APPROVED NOTICE. PLEASE READ THIS

NOTICE CAREFULLY, AS THE PROPOSED SETTLEMENT

DESCRIBED BELOW MAY AFFECT YOUR LEGAL RIGHTS AND
PROVIDE YOU POTENTIAL BENEFITS. THIS IS NOT A NOTICE OF

A LAWSUIT AGAINST YOU OR A SOLICITATION FROM A
LAWYER.

I. WHAT IS THE PURPOSE OF THIS NOTICE?

The purpose of this Notice is (i) to advise you of a proposed settlement (referred to as the "Settlement") of the above -captioned consolidated lawsuits (the "Action") pending against Monsanto Company, Solutia Inc., and Pharmacia LLC (th e former Monsanto Company), (collectively, "Defendant" or “Monsanto”) in the United States District Court for the Central District of California (the "Court"); (ii) to summarize your rights in connection with the Settlement; and (iii) to inform you of a Co urt hearing to consider whether to grant final approval of the Settlement, to be held on [DATE/TIME] before the 2 Honorable Fernando M. Olguin, United States District Judge of the United States District Court for the Central District of California, located a t 350 W.

First St., Los Angeles, California 90012.

II. WHAT IS THE ACTION ABOUT?

Plaintiffs City of Long Beach, Mayor and City Council of Baltimore, City of Berkeley, City of Chula Vista, County of Los Angeles, City of Oakland, City of Portland, Port of Port land, City of San Diego, City of San Jose, and City of Spokane filed lawsuits against Defendant in district courts in their respective jurisdictions. In their complaints, Plaintiffs asserted that Defendant manufactured a class of industrial chemicals calle d polychlorinated biphenyls (“PCBs”) between the 1930s and 1977 and stated various causes of action against Defendant for alleged PCB-related impairments to the environment, including to water bodies. Plaintiffs alleged that PCBs are present at sites and public properties, including in stormwater, stormwater and wastewater systems, water bodies, sediment, natural resources, fish and wildlife. Plaintiffs sought compensatory damages and injunctive and equitable relief.

On _____ , the Court entered an order certifying the Action as a class action, and specifically certifying a Nationwide Class defined as: As of June 24, 2020 only, but not later, all NPDES Phase I and II city, town, village, borough, township, and independent port district MS4 permittees with jurisdictional boundaries within a HUC 12 Watershed that contains and/or is immediately adjoining a 303(d) water body impaired by PCBs and all NPDES Phase I and II county MS4 permittees with urbanized, unincorporated boundaries within a HUC 12 Watershed that contains and/or is immediately adjoining a 303(d) water body impaired by PCBs .

The claims certified for class-action treatment include claims that Defendant’s PCBs and PCB -containing products were defectively designed, that the risks of environmental harm associated with PCBs and PCB -containing products outweighed the benefits of their uses, that Defendant failed to warn of the risks of harm associated with PCBs and PCB-containing products, and that Plaintiffs and the Settlement Class Members suffered property damage as a result of PCB contamination.

Defendant denies that class certification was or remains appropriate 3 (except for purposes of the proposed settlement), denies that its PCBs and PCB- containing products were de fectively designed, denies that the risks of environmental harm associated with PCBs and PCB -containing products outweigh their benefits, denies that it acted unlawfully, and asserts various legal and factual defenses against Plaintiffs' claims.

The parties reached a settlement before the Court resolved the claims and defenses of the parties in the Action. Therefore, the Court never resolved whether Defendant did anything wrong.

This Notice should not be understood as an expression of any opinion by the Court as to the merits of the Plaintiffs’ claims or Defendant’s defenses.

Plaintiffs and Defendant recognize that to resolve these and other important issues would be time-consuming, uncertain, and expensive, which is part of the reason for the Settlement.

III. WHO IS PART OF THE PROPOSED SETTLEMENT?

Plaintiffs and Defendant have entered into an agreement to settle the Action (the "Settlement Agreement") . The Court has preliminarily approved the Settlement Agreement as fair, reasonable, and adequate. The Court will hold a final Court Approval Hearing, as described below, to consider whether to make the settlement final.

You are a Class Member if you are:

• As of June 24, 2020 only, but not later, an NPDES Phase I or II city, town, village, borough, township, or independent port district MS4 permittee with jurisdictional boundaries within a HUC 12 Watershed that contains and/or is immediately adjoining a 303(d) water body impaired by PCBs;

• As of June 24, 2020 onl y, but not later, an NPDES Phase I or II county MS4 permittees with urbanized, unincorporated
boundaries within a HUC 12 Watershed that contains and/or is 4 immediately adjoining a 303(d) water body impaired by PCBs.

If you received this Notice about the proposed settlement in the mail, then you have been identified as an Initial Settlement Class Member according to the parties’ records.

Initial Settlement Class Members have been identified in accordance with the Class Definition using three publicly ma intained and available databases, as follows: (1) the U.S. EPA 303(d) list of bodies of water impaired by PCBs; (2) USGS HUC 12 Watersheds; (3) U.S. Census Bureau.

IV. WHAT ARE THE KEY TERMS OF THE PROPOSED
SETTLEMENT?

The key terms of the proposed Settlement are as follows.

1. Settlement Amount. Defendant has agreed to pay up to five hundred and fifty million dollars ($550,000,000) as the total and maximum dollar amount Defendant will be obligated to pay as a net class benefit if the Court grants final approval and all other contingencies are met. This amount includes all payments (i) to Settlement Class Members in exchange for the Release (as described below), and (ii) to the Plaintiffs as class -representative awards (as described below). The Settlement Amount does not include the amount to be paid to Plaintiffs' attorneys for attorneys' fees and expenses actually incurred in the Action (as described below). The Settlement Amount also does not include the reasonable costs and expenses incurred in (1) the notice process, which includes all costs incurred in connection with preparing, printing, publishing, and mailing the Direct Notice; and (2) the administration process, which includes all costs and expenses incurre d to hire a Class Action Settlement Administrator and costs of processing claims and administering the Settlement Agreement. Defendant will pay for the costs of the notice process and the costs necessary to process claims and administer the Settlement Agre ement. The costs and expenses for implementing the Allocation by the Special Master will be split equally between the Parties; however, Defendant’s share of costs and expenses shall not exceed $100,000. Any additional costs and expenses for implementing the Allocation shall be paid from Class Counsel’s Attorneys’ Fees and Expenses. No costs and expenses for implementing the Allocation shall be paid from the Settlement Fund. 5 2. Settlement Benefit . Each Settlement Class Member who has not excluded itself from the Class will be eligible to receive a settlement check(s) from the Class Action Settlement Administrator based on the Settlement Class Allocation method developed by Lead Class Counsel, the Special Master, and the Named Class Plaintiffs’ consulting experts, which has been approved by the Court as fair and reasonable.

The Settlement Amount will be allocated among four separate funds for Class Members. Any amount allocated to a Settlement Class Member in the Monitoring Fund or TMDL Fund that opts out of the Settlement, will be reallocated to Settlement Class Members pursuant to the Settlement Agreement. You may be eligible to receive a payment from one or more of these funds. You are required to apply to receive payment from certain funds. (a) Monitoring Fund . The Monitoring Fund will include $42,895,000.

Every Settlement Class Member will receive a minimum payment from the Monitoring Fund as consideration for a Release. The funds are intended to pay for PCB sampling and/or any other mitigation efforts in the Settlement Class Member’s sole discretion, as part of compliance with applicable law.

The amount of Monitoring Fund payments are based on each Settlement Class Member’s NDPES Permittee status as Phase I or Phase II and each Settlement Class Member’s population as follows:
(1) Phase I ≥ 100,000 pop. and Phase I independent port districts each receive $30,000
(2) Phase I < 100,000 pop. each receive $20,000
(3) Phase II ≥ 100,000 pop. and Phase II independent port districts each receive $25,000
(4) Phase II < 100,000 pop. each receive $15,000

(b) TMDL Fund. The TMDL Fund will include $250,000,000. Not every Settlement Class Member is eligible to receive payment from the TMDL Fund. A Settlement Class Member will receive a payment from the TMDL Fund if the Settlement Class Member is subject to and/or responsible for a TMDL, TMDL Alternative, or TMDL Direct -to-Implementation regulation, promulgated or updated after January 1, 2010, wherein PCB is a named constituent.
6 The amount of TMDL Fund payments are determined by the following TMDL Allocation Calculation: for all TMDL Fund Entities, multiply (1) the total jurisdictional area within any HUC -12 Watershed that contains a 303(d) water body with a PCB TMDL, by (2) the USGS Geodatabase Imperviousness of such jurisdictional area (known as “Weighted Imperviousness”). Then, proportionally normalize all Weighted Imperviou sness values to calculate a weighted, relative percentage for each TMDL Fund Entity. Lastly, multiply (1) the weighted, relative percentage for each TMDL Fund Entity, by (2) the total fund less Population Factor Awards. A 0.7 multiplier is applied to any T MDL Fund Entity with a population of less than one hundred thousand (100,000). To account for large populations as a factor in the equitable allocation of the TMDL Fund, each TMDL Fund Entity town, city, village, borough, or township with a population of m ore than 1 million, and each TMDL Fund Entity county with a population of more than 2 million, will receive a Population Factor Award of $2 million. No Settlement Class Member will recover more than seven million five hundred thousand dollars ($7,500,000) under the TMDL Fund, regardless of whether a Population Factor Award would otherwise have provided for an amount greater than $7,500,000.

(c) Sediment Sites Fund . The Sediment Sites Fund will initially receive $150,000,000. Not every Settlement Class Membe r is eligible to receive payment from the Sediment Sites Fund. A Settlement Class Member will receive a payment from the Sediment Sites Fund if the Settlement Class Member is a Noticed Party/Potentially Responsible Party or named Responsible Party in at le ast one of three types of regulated Sediment Sites wherein PCBs have contaminated sediments due to stormwater contribution.

The three types of Sediments Sites include only the following: (1) U.S. EPA Superfund Sites, (2) U.S. EPA Large Sediment Sites, and/ or (3) Clean Water Act Category 4b Sites/Waters. The following is a list of Sediment Sites wherein at least one Initial Settlement Class Member is a Noticed Party/ Potentially Responsible Party or named Responsible Party due to stormwater contribution of P CBs: Diamond Alkali -Lower Passaic River (Newark, New Jersey); Newtown Creek (New York, New York); Gowanus Canal (New York, New York); Lower Duwamish Waterway (Seattle, Washington); Portland Harbor (Portland, Oregon); Commencement Bay, Near Shore/Tide Flats (Tacoma, Washington); Harbor Island (Lead) (Seattle, Washington); Pacific Sound Resources (Seattle, Washington); San Diego Bay (San Diego, 7 California). Class Members who are eligible for Sediment Sites Fund payments are “Qualifying Sediment Site Entities.” The following is the list of the twelve (12) Initial Settlement Class Members that are Noticed Parties/Potentially Responsible Parties or named Responsible Parties, due to stormwater contribution of PCBs, in at least one Sediment Site: City of Newark, New Jersey; City of New York, New York; City of Seattle, Washington; King County, Washington; Port of Seattle, Washington; City of Tukwila, Washington; City of Tacoma, Washington; Port of Tacoma, Washington; City of Portland, Oregon; Port of Portland, Oreg on; City of San Diego, California; Port of San Diego, California.

The Sediment Sites Fund will be allocated among Qualifying Sediment Site Entities identified in Paragraph 79(c) of the Settlement Agreement, other than any Opt-Out Litigating Entity, by a court-appointed Special Master. The Special Master shall use the Sediment Sites Application to inform, guide, and design an equitable allocation among all eligible applicants based on the totality and relativity of the following PCB -caused factors: past co sts and expenses spent as of the date of the application for Sediment Site remediation; past costs and expenses spent as of the date of the application for other mitigation required due to the Sediment Site; documented and evidenced future costs and expens es that will be spent for Sediment Site remediation; documented and evidenced future costs and expenses that will be spent for mitigation required due to the Sediment Site; and any other important factors or information deemed relevant by the Special Master. The Special Master will rely solely on the application and documents submitted and will not include oral advocacy, presentation, interview, or interactive process. All applications and documents submitted to the Special Master for the Allocation will be and will remain confidential.

Applications must be submitted within 65 days of the Preliminary Approval Order. Applications may be submitted electronically to www.PCBClassAction.com, Attn: Judge Jay Gandhi.

If a Qualifying Sediment Site Entity fails to provide a Sediment Sites Application, the Special Master will work with the Allocation Experts to determine, upon application completed by the Allocation Experts, the allocation amount that could have been o therwise allocated to the Qualifying 8 Sediment Site Entity that did not submit an application. For each Opt -Out Litigating Entity Qualifying Sediment Site Entity, the Sediment Sites Fund will be reduced by $12,500,000 ($150,000,000/12= $12,500,000) and this amount will be subtracted from the total Settlement Fund, with the balance of the Sediment Sites Fund being allocated to the Non-Opt-Out Qualifying Sediment Site Entities.

The Special Master may, but is not required to, create an appeals process by utilizing a Sediment Sites Appeals Reserve Fund of up to ten percent (10%) of the $150,000,000 fund. If created by the Special Master, the appeals process will allow for one (1) de novo appeal from each eligible applicant, and any decisions will be at the discre tion of the Special Master. The appeals process, if any, shall be conducted within an efficient time-frame so as not to hinder the progress of the overall Allocation. The appeals process, if any, shall include only a two (2) page written appeal explaining the basis for the appeal, referring only to the original application as evidence of such basis. Any Sediment Sites Appeals Reserve Funds remaining after all appeals have been decided by the Special Master shall be redistributed to all Sediment Site Settlem ent Class Members on a pro -rata basis. All final decisions of the Special Master, after any appeals process, if any, will be final, binding, and unappealable.

(d) Special Needs Fund . The Special Needs Fund will receive $107,105,000, further allocated into two separate parts known as Special Needs Fund, Part A and Special Needs Fund, Part B. Settlement Class Members must apply to receive payment from these funds. Not every Settlement Class Member is eligible to receive payment from the Special Needs Funds.

1. Special Needs Fund, Part A . Special Needs Fund, Part A is allocated $57,105,000. Not every Settlement Class Member is eligible for a payment from Special Needs Fund, Part A, which is intended to compensate and accommodate those Litigating Entities whose time, energy, effort, attorney work product, costs, expenses, and risk of litigation helped to cause the entire Class Settlement, for the benefit of all 2,528 Initial Settlement Class Members.

Payment from Special Needs Fund, Part A is available only to those Initial Settlement Class Members that are “Litigating Entities” --- i.e., Class 9 Members that (1) have filed tort, public nuisance, and/or product liability lawsuits against Def endant for PCB contamination of stormwater and sediment, and/or (2) that are Named Class Members --- who submit Special Needs Fund, Part A Applications. Litigating Entities include only the following fifteen (15) Initial Settlement Class Members: City of Chula Vista, City of San Diego, Unified Port District of San Diego, City of Long Beach, County of Los Angeles, City of San Jose, City of Berkeley, City of Oakland, City of Portland, Port of Portland, City of Seattle, City of Tacoma, City of Spokane, City of Baltimore, and County of Baltimore.

The Special Master will equitably and reasonably allocate Part A funds, upon application, based on the totality and relativity of the following factors:
whether outside counsel was retained; whether a lawsuit was file d; how long the lawsuit was filed at the time of Preliminary Class Approval; the case posture and procedure of any lawsuit; the amount, time, energy, cost, and productivity during discovery with Defendant; the retention of experts; the development of expert testimony and reports; the preparation and presentation of experts for deposition; the litigation of significant motions, including but not limited to motions to dismiss, discovery motions, motions for summary judgment or adjudication, in limine motions, and other motions; and any other important factors or information deemed relevant by the Special Master as having a significant impact on, or catalyst for, this Settlement. The Special Master will rely solely on the application and documents submitted and will not include oral advocacy, presentation, interview, or interactive process. All applications and documents submitted to the Special Master for the Allocation will be and will remain confidential, and subject to Evidence Code section 408 and state law equivalent code sections, to this Settlement Allocation process and shall not be disclosed or shared beyond the review of the following: the Special Master, the Allocation Experts, Lead Class Counsel, the Class Action Settlement Administrator, and the Cou rt. The Claims Administrator shall also provide Monsanto with a quarterly accounting of the Settlement Funds and any distributions made as part of the Allocation. The standard for any judicial oversight or review, if any, of the Special Master will be a “de novo” standard.

The Special Master will give attention and consideration to any Litigating Entity that has incurred attorneys’ fees to outside counsel, other than Lead or Co-Class Counsel. The Special Master will reasonably and equitably prioritize and reimburse any Litigating Entity that, through outside counsel other than 10 Lead or Co -Class Counsel, incurred reasonable, documented out -of-pocket litigation costs. Litigating Entities that retained outside counsel, and that were not under contract for representation by Lead or Co-Class Counsel, may apply for and receive, subject to Special Master Allocation, an equitable and reasonable allocation for such outside counsel, including attorneys’ fees and costs. Nothing herein shall prevent any Litigating Entity from applying for and receiving, subject to Special Master Allocation, an equitable allocation for in - house or general counsel fees, overhead, salaries, time, energy, costs, resources, and/or attention, including but not limited to city attorneys, county counsel, and/or general counsel.

Not every Settlement Class Member who submits a Special Needs Fund, Part A Application will receive payment from this Fund. Certain Settlement Class Members are not eligible to receive payment, or payment for certain categories, from the Special Needs Fund, Part A:
• Settlement Class Members that are not Litigating Entities shall not recover from the Special Needs Fund, Part A.
• Litigating Entities, which as of October 2019, were under contract for representation by Lead or Co-Class Counsel shall not recover for outside counsel fees or costs in the Special Needs Fund, Part A. • Litigating Entities that do not timely return a completed application will not receive any payment from the Special Needs Fund, Part A.

Applications must be submitted within 65 days of the Preliminary Approval Order. Applications may be submitted electronically to www.PCBClassAction.com, Attn: Judge Jay Gandhi.

The Special Master may, but is not required to, create an appeals process by utilizing a Part A Appeals Reserve Fund of up to ten percent (10%) of the $57,105,000 fund. If created by the Special Master, the appeals process will allow for one (1) de novo appeal from each eligible applicant, and any decisions will be the discretion of the Special Master. The appeals process, if any, shall be conducted within an efficient time-frame so as not to hinder the progress of the overall Allocation. The appeals process, if any, shall include only a two (2) page written appeal explaining the basis for the appeal, referring only to the original application as evidence of such basis. Any Part A Appeals Reserve Funds remaining after all appeals have been decided by the Special Master shall 11 be redistributed to all Litigating Entities on a pro-rata basis. All final decisions of the Special Master, after any appeals process, if any, will be final, binding, and unappealable.

2. Special Needs Fund, Part B . Special Needs Fund, Part B, is allocated $50,000,000. Not every Settlement Class Member is eligible for a payment from Special Needs Fund, Part B, which is intended to compensate those Settlement Class Members who apply and make a showing, in the discretion of the Special Master, of a significant regional, st ate, or national benefit, cost, or contribution regarding 303(d) bodies of water impaired by PCBs through stormwater and/or dry weather runoff, and such benefit, cost, or contribution is not otherwise encompassed within any other part of this Allocation.

The Special Master will equitably and reasonably allocate Part B funds among only those Settlement Class Members who apply for funds. Settlement Class Members that do not timely return a completed application forfeit any right to Part B Funds. Applicatio n does not guarantee that the Special Master will allocate Part B Funds to the applicant. Some Part B applicants may not receive any Part B Funds. The Special Master shall use the Special Needs Fund, Part B Application to inform, guide, and design an equi table allocation among all eligible applicants. The Special Master will rely solely on the application and documents submitted and will not include oral advocacy, presentation, interview, or interactive process. All applications and documents submitted to the Special Master for the Allocation will be and will remain confidential, and subject to Evidence Code section 408 and state law equivalent code sections, to this Settlement Allocation process and shall not be disclosed or shared beyond the review of the following: the Special Master, the Allocation Experts, Lead Class Counsel, the Class Action Settlement Administrator, and the Court. At the discretion of the Special Master, Defendant may have access to the information for business purposes only, such as insurance or other business needs, provided however that such materials are maintained by Defendant as confidential to the extent legally allowable. The Class Action Settlement Administrator shall also provide Monsanto with a quarterly accounting of the Se ttlement Funds and any distributions made as part of the Allocation. Documents related to the Portland Harbor Superfund Site shall remain confidential in any event during the pendency of the Portland Harbor Superfund Site action. Settlement Class Members that do not timely 12 return a completed application forfeit any right to Part B Funds.

Applications must be submitted within 65 days of the Preliminary Approval Order. Applications may be submitted electronically to www.PCBClassAction.com, Attn: Judge Jay Gandhi.

The Special Master may, but is not required to, create an appeals process by utilizing a Part B Appeals Reserve Fund of up to ten percent (10%) of the $50,000,000 fund. If created by the Special Maste r, the appeals process will allow for one (1) de novo appeal from each eligible applicant, and any decisions, including regarding eligibility, will be the discretion of the Special Master. The appeals process, if any, shall be conducted within an efficient time-frame so as not to hinder the progress of the overall Allocation. The appeals process, if any, shall include only a two (2) page written appeal explaining the basis for the appeal, referring only to the original application as evidence of such basis. Any Part B Appeals Reserve Funds remaining after all appeals have been decided by the Special Master shall be redistributed to all Part B awarded applicants only on a pro -rata basis. Part B applicants who did not receive an award under either an initial a pplication or an appeal will not receive any pro -rata distribution after all appeals are exhausted. All final decisions of the Special Master, after any appeals process, if any, will be final, binding, and unappealable.

The Special Master may, in his sole discretion, fairly and reasonably, and consistent with the intention and general structure of the terms of the Allocation, equitably balance monetary allocations to Settlement Class Members to the extent that any did not receive a proper and appropriate Allocation in accordance with the terms herein.

3. Payment of Settlement Benefit. Settlement benefits vary based on the Settlement Members’ status as described above. Subject to Paragraph 79(e) of the Settlement Agreement, Monsanto Company, on behalf of the entities described in Paragraphs 14 and 42 of the Settlement Agreement, agrees to pay, within thirty (30) days of the Effective Date, into the Class Action Settlement Administrator’s escrow account a lump sum up to Five Hundred and Fifty Million Dollar s ($550,000,000).

The payment shall be made to Settlement Class Members as soon as possible and at the earliest reasonable direction by the Special Master to the Claims Administrator. 13 4. Release. Plaintiffs and all Settlement Class Members who have not excluded themselves from the Class will release certain claims against the Defendant, its affiliates, certain predecessors and successors, and other parties set forth in the Settlement Agreement. This is referred to as the "Release." Generally speaking, the Release will prevent any Settlement Class Member from bringing any lawsuit or making any claims that Defendant’s PCBs and PCB-containing products were defectively designed, that the risks of environmental harm associated with PCBs and PCB -containing product s outweighed the benefits of their uses, that Defendant failed to warn of the risks of harm associated with PCBs and PCB - containing products, and that Plaintiffs and the Class suffered property damage as a result of PCB contamination. The terms of the Release, as set forth in the Settlement Agreement, can be found in the Addendum at the end of this Notice.

The Release, as set forth in Paragraphs 106 -108, and Paragraph 41, of the Settlement Agreement and the Addendum to this Notice , will be effective as to every Settlement Class Member who has not excluded itself from the Class, regardless whether or not that Settlement Class Member receives a Settlement Benefit.

5. Attorney Fee/Litigation Cost and C lass Representative Awards. The Court will determine the amount of attorneys' fees and expenses to award to Class Counsel from the Settlement Amount for investigating the facts and law in the Action, litigating the Action since 2015, and negotiating the proposed Settlement of the Action. Class Counsel will request an award of all Attorneys’ Fees and Expenses in a total amount of $98,000,000 to be paid by Defendant. Class Counsel will make their request in a motion for attorneys' fees and litigation costs to be filed with the Court at least 60 days before the Final Approval Hearing. After the motion for attorneys' fees and litigation costs is filed, copies will be available from Class Counsel, the Settlement website, or from the Court docket.

Any attorneys' fees , litigation costs, or award to the class representatives approved by the Court will be paid by Defendant exclusively and will not be paid from the class benefit Settlement Amount.

6. Settlement Administration . In addition to the Settlement Amount, Defendant has agreed to pay the reasonable costs of (1) the notice process, which includes all costs incurred in connection with preparing, printing, publishing, and 14 mailing the Direct Notice; and (2) the administration process, which includes all costs and expenses incurred to hire a Class Action Settleme nt Administrator and costs of processing claims and administering the Settlement Agreement. No costs and expenses for implementing the Allocation shall be paid from the Settlement Fund.

7. Dismissal of the Action. If the Settlement is approved by the Court and becomes final, the Action will be dismissed with prejudice. If the Settlement is not approved by the Court or does not become final for any reason, the Action will continue, and Class Members will not be entitled to receive any Settlement Benefit.

THE PARAGRAPHS ABOVE PROVIDE ONLY A GENERAL
SUMMARY OF THE TERMS OF THE PROPOSED SETTLEMENT.

YOU CAN REVIEW THE SETTLEMENT AGREEMENT ITSELF FOR

MORE INFORMATION ABOUT THE EXACT TERMS OF THE
SETTLEMENT. THE SETTLEMENT AGREEMENT IS AVAILABLE
FROM LEAD CLASS COUNSEL.

V. WHO REPRESENTS THE SETTLEMENT CLASS?

The Court has appointed the attorneys from the following law firms to act as counsel for the Class (referred to as "Lead Class Counsel " or "Plaintiffs' Counsel") for purposes of the proposed settlement:

Scott Summy
Carla Burke Pickrel
Baron & Budd, P.C.
3102 Oak Lawn Avenue,
Ste. 1100
Dallas, Texas 75219
(214) 521-3605

John Fiske
Baron & Budd, P.C.
11440 West Bernardo Court, Suite
265
San Diego, CA 92127
858-251-7424
[email protected]
[email protected]
[email protected]
15 VI. WHAT ARE THE REASONS FOR THE PROPOSED
SETTLEMENT?

Plaintiffs and Defendant agreed on all of the terms of the proposed Settlement through extensive arms -length negotiations between Plaintiffs' Counsel and Counsel for the Defendant, with the able assistance of a third - party mediator, Hon. Jay C. Gandhi (Ret.) of JAMS. The parties have entered into the proposed Settlement after weighing the benefits of the Settlement against the probabilities of success or failure in the Action, and against the delays that would be likely if the Action proceeded to trial and, after trial, to appeal.

Plaintiffs and Plaintiffs' Counsel have concluded that the proposed Settlement provides substantial benefits to the Class, avoids prolonged litigation, and is in the best interests of the Class. Plaintiffs and Plaintiffs' Counsel have concluded that the proposed Settlement is fair, reasonable, and adequate.

Defendant firmly denies any wrongdoing and any liability whatsoever, but believes that it is in its best interest to settle the Action on the terms set forth in the Settlement Agreement in order to avoid further expense, uncertainty, inconvenience, and business disruption as a result of the Action.

VII. WHAT DO YOU NEED TO KNOW AND DO NOW?

You CAN PARTICIPATE IN THE SETTLEMENT. You do not need to do anything in order to participate in the Settlement and be represented by Plaintiffs and Plaintiffs' Counsel. You will not be billed for their services. If you do nothing, you will be eligible to receive the Monitoring Fund Payment described in this Notice and certain Class Members also will be eligible to receive payments from the TMDL Fund. You may apply for additional payments from the Sediment Sites Fund and the Special Needs Funds, Parts A and B by submitting applications to the Special Master. Plaintiffs' Counsel will receive a fee only if the Court approves the Settlement and the fee award, if any, will be set by the Court. If you participate in the Settlement, you will be bound by any judgment or other final disposition of the Action, including the 16 Release set forth in the Settlement Agreement, and will be precluded from pursuing claims against Defendant separately if those claims are within the scope of the Release.

You CAN OPT OUT OF THE SETTLEMENT. If you do not wish to be a Class Member, and do not want to participate in the Settlement and receive a Settlement Benefit Check, you may exclude yourself from the Class by completing and mailing a notice of intention to opt-out (referred to as an "Opt- Out").

To be treated as valid, the Opt-Out must be sent via certified or first class mail to the Class Action Settlement Administrator at the address below.

Class Action Settlement Administrator
Steven Weisbrot of Angeion Group, LLC
1650 Arch Street, Suite 2210
Philadelphia, PA 19103

The Opt-Out must be postmarked on, or personally delivered, no later than [DATE].

The Opt-Out must bear the signature of the Settlement Class Member (even if represented by counsel), and the Settlement Class Member’s cur rent address and telephone number. If the Settlement Class Member has entered into a written or oral agreement to be represented by counsel, the request for exclusion shall also be signed by the attorney who represents the Settlement Class Member.

Any Settlement Class Member who has not timely and properly filed an Opt-Out will be bound by the Settlement and all subsequent proceedings, orders, and judgments, including, but not limited to, the Release and Final Approval Order. Any Settlement Class Member who elects to opt out of the Settlement Class pursuant to this Agreement shall not be entitled to any Settlement Benefit.

Settlement Class Members who have elected to Opt Out of the Settlement Class may withdraw their Opt-Out requests prior to the Effective Date, but only 17 if they accept the benefits and terms of this Settlement and dismiss with prejudice any other pending action against Defendant arising out of PCB - related impairments to the environment, including water bodies.

Lead Class Counsel shall have the right to contact persons who file Opt- Outs and to challenge the timeliness and validity of any Opt -Out requests, as well as the right to effect the withdrawal of any exclusion filed in error and any exclusion request which a Settlement Class Member w ishes to withdraw for purposes of participating in the Settlement as set forth in this Agreement. The Court shall determine whether any of the contested Opt-Outs are valid.

You CAN OBJECT OR TAKE OTHER ACTIONS. Any Settlement Class Member who has not successfully excluded itself (“Opted -Out”) may object to the Settlement. To exercise this objection right, the Settlement Class Member must provide written notice of the objection via certified or first class mail t o the Court and the Class Action Settlement Administrator at the addresses below:

United States District Court for the Central District of California 350 W. First Street
Los Angeles, California, 90012

Class Action Settlement Administrator
Steven Weisbrot of Angeion Group, LLC
1650 Arch Street, Suite 2210
Philadelphia, PA 19103

The Objection must be postmarked on, or personally delivered, no later than [DATE].

The objection must bear the signature of the Settlement Class Member (even if represented by counsel), the Settlement Class Member’s current address and telephone number, and state the exact nature of the objection including any legal support the Settlement Class Member wishes to introduce in support of the objection, and whether or not the Settlement Class Member intends to appear at the Final Approval Hearing. If the Settlement Class Member is represented by counsel, the objection shall also be signed by the attorney who represents the Settlement Class Member and state whether the 18 attorney representing the objector will appear at the Final Approval Hearing.

Any Settlement Class Member who fails to comply with these provisions shall waive and forfeit any and all rights to appear separately and/or to object, and shall be bound by all the terms of this Settlement Agreement and by all subsequent proceedings, orders and judgments, including, but not limited to, the Release, the Final Order and the Final Judgment in the Actions. The exclusive means for any challenge to this Settlement shall be through the provisions of Section VI of the Settlement Agreement. Without limiting the foregoing, any challenge to the Settlement or Final Approval Order shall be pursuant to appeal under the Fede ral Rules of Appellate Procedure and not through a collateral attack.

Any Settlement Class Member who objects to the Settlement shall be entitled to all of the benefits of the Settlement if this Settlement Agreement and the terms contained herein are appr oved, as long as the objecting Settlement Class Member complies with all requirements of this Settlement Agreement applicable to Settlement Class Members, including the timely submission of an Application and other requirements herein.

Appearances at the Court Approval Hearing. It is not necessary for you to appear at the final Court Approval Hearing . If you have not excluded yourself from the Class and wish to appear and/or speak at the hearing, whether personally or through a lawyer, then you must properly file a Notice of Appearance in the Action with the Clerk of Court of the United States District Court for the Central District of California, and you must mail or hand -deliver a copy of the Notice of Appearance to Class Counsel and Counsel for the Defendant at the addresses set forth below, by [DATE]. If you choose to participate at the hearing, you will not be permitted to raise matters that you could have raised, but did not raise, in a properly submitted and valid objection (as described above) without the Court 's approval.

Other Motions or Submissions Concerning the Action or the Settlement. It is not necessary for you to submit any motion concerning the Action or Settlement to the Court. If you have not excluded yourself from the Settlement and want to submit a motion to the Court concerning the Settlement or the Action, however, then you must properly file a 19 motion, together with all supporting documents, in the Action with the Clerk of Court of the United States District Court for the Central District of Californ ia, and must mail or hand -deliver a copy of the motion, together with all supporting documents , to Class Counsel and Counsel for the Defendant at the addresses set forth below, by [DATE].

VIII. WHAT WILL HAPPEN AT THE FINAL COURT APPROVAL
HEARING?

The Court will hold the final Court Approval Hearing in Courtroom 80 of the First Street U.S. Courthouse, located at 350 W. 1st St., Los Angeles, California, 90012, on [DATE/TIME]. At that time, the Court will determine, among other things, (i) whether the Settlement should be finally approved as fair, reasonable, and adequate, (ii) whether the Action should be dismissed with prejudice pursuant to the terms of the Settlement Agreement, (iii) whether Class Members should be bound by the Release set forth in the Agreement, (iv) the amount of attorneys' fees and costs to be awarded to Plaintiffs' Counsel, if any, and (v) the amount of the award to be made to Plaintiffs for their services as class representatives, if any. The Court approval hearing may be postponed, adjourned, or continued by Order of the Court without further notice to the Class.

IX. HOW CAN YOU GET ADDITIONAL INFORMATION ABOUT

THE ACTION, THE PROPOSED SETTLEMENT, THE
SETTLEMENT AGREEMENT, OR THE NOTICE?

The descriptions of the Action, the Settlement, and the Settlement Agreement in this Notice are only a general summary. In the event of a conflict between this Notice and the Settlement Agreement, the terms of the Settlement Agreement control. All papers filed in this case, including the full Settlement Agreement, are available for you to inspect and copy (at your cost) at the office of the Clerk of Court, the Settlement website, or online through PACER. A copy of the Settlement Agreement also may be obtained from Class Counsel by contacting them at the addresses or telephone numbers set forth above . Any questions concerning this Notice, the Settlement Agreement, or the Settlement may be directed to Class Counsel. You may also seek the advice and counsel of your own attorney, at your own expense, if you desire.

20 DO NOT WRITE OR TELEPHONE THE COURT, T HE CLERK'S

OFFICE, OR DEFENDANT WITH ANY QUESTIONS ABOUT THIS

NOTICE, THE SETTLEMENT, OR THE SETTLEMENT
AGREEMENT.

X. WHAT ARE THE ADDRESSES YOU MAY NEED?

Lead Class Counsel: Co-Class Counsel:

Scott Summy
Carla Burke Pickrel
BARON & BUDD, P.C.
3102 Oak Lawn Avenue, Ste. 1100
Dallas, Texas 75219
(214) 521-3605

John Fiske
BARON & BUDD, P.C.
11440 West Bernardo Court, Suite
265
San Diego, CA 92127
(858) 251-7424
John Gomez

GOMEZ TRIAL ATTORNEYS
655 W. Broadway, Ste. 1700
San Diego, California 92101

Richard Gordon
Martin Wolf

GORDON, WOLF & CARNEY
100 W. Pennsylvania Ave, Ste. 100
Towson, Maryland 21204

John R. Wertz
2345 Willow Street
San Diego, California 9210
21 Defendant’s Counsel:

Mark D. Anstoetter
Brent Dwerlkotte

SHOOK, HARDY & BACON LLP
2555 Grand Blvd.

Kansas City, Missouri 64108
(816) 474-6550

Settlement Administrator:

Steven Weisbrot
Angeion Group, LLC
1650 Arch Street, Suite 2210
Philadelphia, PA 19103

XI. WHAT YOU MUST INCLUDE IN ANY DOCUMENT YOU SEND
REGARDING THE ACTION.

In sending any document to the Settlement Administrator, the Cour t, Class Counsel, or Defendant’s Counsel, it is important that both your envelope and any documents inside contain the following case name and identifying number:

City of Long Beach v. Monsanto Co., et al., CASE NO.: 2:16-cv-03493- FMO-AS.

You must also include your full name, address, email address, and a telephone number where you can be reached.
22 XII. WHAT IMPORTANT DEADLINES YOU NEED TO KNOW.

DATE

Any notices of appearances and motions must be hand-
delivered or postmarked and mailed to the Court and hand- delivered or postmarked and mailed to Class Counsel and Defendant’s Counsel.

DATE

All opt -outs must be postmarked and mailed to the
Settlement Administrator.

DATE

Any objections must be hand-delivered or postmarked and mailed to the Court and hand-delivered or postmarked and mailed to Class Counsel and Defendant's Counsel.

DATE

Court Approval Hearing

_________________________
The Honorable Fernando M. Olguin

UNITED STATES DISTRICT
JUDGE

Dated:
23 ADDENDUM

As noted in Section IV of the Notice, the terms of the Release, and definitions of terms, as embodied in Paragraphs 41 -43 and 106 -108 of the Settlement Agreement, are reproduced below.

41. “Released Claims” means all claims which were or could have been alleged in the Action, including but not limited to any claim for attorneys’ fees, expenses, and costs. Nothing in this Settlement Agreement will preclude or affect any action under the Comprehensive Response, Compensation and Liability Act (“CERCLA”) or similar state Superfund statutes and applicable regulations, or under any other laws or regulations. This A greement shall in no way affect any administrative test claims related to the California Water Board. The Releases provided herein shall be mutual between Plaintiffs, Settlement Class Members, and Releasing Persons, on the one hand, and Defendant and Relea sed Persons on the other hand. Releasing Persons release only Released Persons as defined herein.

42. “Released Persons” means Defendant and any Affiliate of Defendant, including but not limited, to Bayer AG, Pfizer Inc., and Eastman Chemical Company. “Affiliate” under this Settlement means each and all past, present, or future, direct or indirect, predecessors, successors (including but not limited to successors by merger or acquisition), parents (including intermediate parents and ultimate parents), subs idiaries, affiliated or related companies, divisions, partnerships, and joint ventures; and any past, present, or future officer, director, shareholder, employee, partner, trustee, representative, agent, servant, insurer, attorney, predecessor, successor, or assignee of any of the above.

43. “Releasing Persons” shall include Named Class Plaintiffs and all Settlement Class Members, and each of their past, present, or future, direct or indirect, predecessors, successors (including but not limited to successo rs by merger or acquisition), parents (including intermediate parents and ultimate parents), subsidiaries, affiliated or related companies, divisions, partnerships, and joint ventures; and any past, present, or future officer, director, shareholder, employ ee, partner, trustee, representative, agent, servant, insurer, attorney, predecessor, successor, or assignee of any of the above.

VIII. MUTUAL RELEASE

106. Upon entry of the Final Approval Order, Defendant and Released Persons 24 will have released all claims arising from PCB contamination that were or could have been alleged against any Named Class Plaintiffs, Settlement Class Members, and/or Releasing Persons. Upon entry of the Final Approval Order, the Releasing Persons will have released the Released Persons from the Released Claims. All Releases provided herein shall be mutual between Plaintiffs, Class Members, and Releasing Persons, on the one hand, and Def endant and Released Persons on the other hand. Nothing in this Agreement shall affect or limit any defenses Defendant may have in or against any Additionally, Defendant is entitled to protection from contribution and/or indemnity claims or actions asserted against Defendant by any person or persons who are not parties to this Settlement Agreement for any Released Claims, including but not limited to any defense based on protection from contribution claims or actions under any applicable federal, state, or local law.

107. Each Settlement Class Member agrees to be responsible for any liens, interests, actions, or claims made by any third party, in a derivative manner, for or against the portion of Settlement Funds allocated to each Settlement Class Member, including without limitation, any derivative actions or claim asserted by any insurers, agents, representatives, successors, predecessors, assigns, and attorneys, bankruptcy trustees, and any and all other persons, firms, corporations, associations, and other legal entities who may claim through them in a derivative manner.

108. If any Settlement Class Member brings an action or asserts a claim against Defendant contrary to the terms of the Settlement Agreement, Defendant shall provide Lead Class Counsel wi th a copy of the Settlement Class Member’s complaint. Lead Class Counsel agrees to contact counsel of record for the Settlement Class Member and advise him or her of the Settlement Agreement.

Exhibit
J

Mark D. Anstoetter

2555 Grand Blvd.

June 30, 2020
Attorney General

Re: Notice of Proposed Class Action Settlement Pursuant to 28 U.S.C. § 1715
Dear Attorney General:

Pursuant to the Class Action Fairness Act (“CAFA”), 28 U.S.C. § 1715, Defendant Monsanto Company, through undersigned counsel, writes to give notice of a proposed nationwide class settlement in: City of Long Beach v.

Monsanto Co., Case No. 2:16-CV-03493-FMO-AS (C.D. Ca.). On June 24, 2020, the Parties filed a Joint Motion for Preliminary Approval of Class Action Settlement.

The parties’ Settlement Agreement contemplates that the Court will certify a class, for settlement purposes only, defined as: “As of June 24, 2020 only, but not later, all NPDES Phase I and II city, town, village, borough, township, and independent port district MS4 permittees with jurisdictional boundaries within a HUC 12 Watershed that contains and/or is immediately adjoining a 303(d) water body impaired by PCBs and all NPDES Phase I and II county MS4 permittees with urbanized, unincorporated boundaries within a HUC 12 Watershed that contains and/or is immediately adjoining a 303(d) water body impaired by PCBs.”
Enclosed with this letter are the following documents: (1) the Third Amended Complaint filed in City of Long Beach v. Monsanto Co.; City of Chula Vista v. Monsanto Co.; and (2) the Notice of Motion and Joint Motion for Preliminary Approval of Class Action Settlement and corresponding exhibits, which includes, among other things, the settlement agreement, the proposed notice of settlement, and exclusion rights to class members.

The Court has not scheduled a preliminary approval hearing or final approval hearing.

There are no other agreements between class counsel and counsel for Defendant at this time. No final judgment or notice of dismissal has been issued. There are no written judicial opinions related to the information described in 28 U.S.C. §§ 1715(b)(3)-(6). Enclosed with this letter is a listing

Confidential | Attorney Work Product | Attorney-Client Privilege

Attorney General

June 30, 2020

Page 2 ends

Thank you for your attention to this matter.

Sincerely,

/s/ Mark D. Anstoetter
Mark D. Anstoetter

Attorney for Monsanto Company

City Council/Public Financing AuthorityNovember 21, 2023

City Council/Public Financing Authority
November 21, 2023