Lomita City Council
April 4, 2023

1Special
Next Resolution No. 2023-06
Next Ordinance No. 847
AGENDA

REGULAR MEETING

LOMITA CITY COUNCIL
TUESDAY, APRIL 4, 2023
6:00 P.M.

THE CITY COUNCIL HAS RESUMED PUBLIC MEETINGS IN THE COUNCIL CHAMBERS.

PARTICIPATION BY MEMBERS OF THE PUBLIC IS ONLY GUARANTEED VIA IN-PERSON ATTENDANCE.

AS A COURTESY, THE CITY WILL ATTEMPT TO ALSO ALLOW PUBLIC PARTICIPATION

DURING THE MEETING VIA A COMPUTER OR SMART DEVICE USING THE FOLLOWING ZOOM LINK:
https://us02web.zoom.us/j/87836258466
Telephone Option: (669) 900-6833 Meeting ID: 878 3625 8466 Please note that the City cannot, and does not, guarantee that the above Zoom link or dial in feature will work, that any individual commenter’s computer or smart device will operate without issue, or that the City’s hosting of the Zoom will work without issue. Members of the public acknowledge this and are on notice that public participation is only guaranteed via attendance in Council Chambers and that the Zoom option is provided as a courtesy only. Technological issues or failure of the Zoom link to be operational for any reason will not result in any pause, recess, or cancellation of the meeting.

If you wish to provide public comment during oral communications or for a particular agenda item, you may either contact the City Clerk’s Office before the meeting, at 310-325-7110 ext. 141, complete a speaker card and give it to the City Clerk or if participating via Zoom utilize the “raise hand” function to join the queue to speak when the Mayor calls the item for discussion. Your name and city of residency is requested, but not required.

No meeting of the Lomita Public Financing Authority will be held on this date.

LOMITA CITY HALL

COUNCIL CHAMBERS
24300 Narbonne Avenue
Lomita, CA 90717
Phone: (310) 325-7110
Fax: (310) 325-4024
Barry Waite, Mayor
Bill Uphoff, Mayor Pro Tem
James Gazeley, Council Member
Cindy Segawa, Council Member
Mark A. Waronek, Council Member
April 4, 2023, Reg CC Mtg., Page # 1
Lomita City Council Meeting Agenda April 4, 2023

1. OPENING CEREMONIES
a) Call Meeting to Order
b) Flag Salute
c) Invocation – Mayor Waite
d) Roll Call
e) Closed Session Announcement

2. APPROVAL OF AGENDA

3. PRESENTATIONS
• RECOGNITION OF OSAKA MARATHON PARTICIPANTS SERGEANT DAVID

DUARTE AND DEPUTY JOHN HONG ON BEHALF OF THE LOMITA SISTER CITY

ASSOCIATION AND SISTER CITY TAKAISHI
• PROCLAMATION RECOGNIZING APRIL AS DONATE LIFE MONTH PRESENTED TO

ONELEGACY

4. ORAL COMMUNICATIONS
Persons wishing to speak on Consent Agenda items or subjects other than those scheduled are requested to do so at this time. In order to conduct a timely meeting, a three (3) minute time limit per person has been established. Government Code Section 54954.2 prohibits the Council from discussing or taking action on a specific item unless it appears on a posted agenda.

5. ORAL COMMUNICATIONS AND MEETING ATTENDANCE REPORTS FROM THE

CITY COUNCIL
The City Council may discuss and act upon items described under Council comments; however, items which are not on the agenda will be limited to Council reports, announcements, requests for clarification or factual information, or placement of matters on the agenda for a future meeting.

6. CITY MANAGER’S REPORT (information only)

7. CONSENT AGENDA
All items under the Consent Agenda are considered by the Council to be routine and will be enacted by one motion in the form listed below. There may be separate discussions of these items prior to the time the Council votes on the motion. Specific items may be removed from the Consent Agenda at the request of any Council Member or staff.

RECOMMENDED ACTION: That Consent Agenda Items 7a-j be approved.

April 4, 2023, Reg CC Mtg., Page # 2
Lomita City Council Meeting Agenda April 4, 2023

a. Motion to Waive Full Reading of Ordinances and that They be Read in Title Only RECOMMENDED ACTION: Approve motion.
b. Minutes of the Regular City Council Meetings of March 7, 2023, and March 21, 2023 RECOMMENDED ACTION: Approve minutes.
c. Warrants/Payroll Register
RECOMMENDED ACTION: Approve and file Warrants/Payroll Register. d. Proclamation Recognizing April 28, 2023, as Arbor Day RECOMMENDED ACTION: Adopt Proclamation.
e. First Amendment to Agreement with AKM for Construction Management Services related to the Cypress Facility Upgrades
RECOMMENDED ACTION: Approve the First Amendment to Agreement 2020-22 with AKM Consulting Engineers for construction management services related to Cypress Facility upgrades for a total not to exceed $513,826 inclusive of previously approved funding; and authorize the City Manager and City Clerk to execute the Amendment. f. Accept Work and File Notice of Completion for the Street Reconstruction Project Zones C & F
RECOMMENDED ACTION: Accept the work performed by Sequel Contractors, Inc. for the construction of Street Reconstruction Project Zones C & F; authorize the Public Works Director to sign the Notice of Completion (NOC) and release the 5% retention payment in the amount of $104,910.14. to Sequel Contractors, Inc. 35 calendar days after recordation of the NOC by the County Recorder’s Office contingent upon no claims being filed on the project; and authorize the City Clerk to file the NOC with the County Recorder’s Office. g. Agreement with Calgon Carbon Corporation for the Cypress Water Production Facility RECOMMENDED ACTION: Authorize the City Manager and City Clerk to execute an agreement with Calgon Carbon Corporation for granular activated carbon, in a form approved by the City Attorney, for an amount up to $520,000. h. Consideration of Settlement Agreements with Defendants Teva, Allergan, Walmart, Walgreens, and CVS who have Entered into the 2022 National Opioid Settlement Agreements
RECOMMENDED ACTION: Opt into settlement agreements with three pharmacy chains —CVS, Walgreens, and Walmart and direct the City Manager to execute any documents necessary to implement the action and, when possible, allocate the City’s designated share of settlement funds to the County of Los Angeles; and Opt into settlement agreements with two opioid manufacturers—Allergan and Teva and direct the City Manager to execute any documents necessary to implement the action and, when possible, allocate the City’s designated share of settlement funds to the County of Los Angeles.

April 4, 2023, Reg CC Mtg., Page # 3
Lomita City Council Meeting Agenda April 4, 2023

i. 2022 Annual Progress Report for the General Plan
RECOMMENDED ACTION: Receive and file the City’s 2022 Annual Progress Report on the General Plan. Review and submittal of the report is not a project requiring review under the California Environmental Quality Act (CEQA).
j. Resolution of Public Convenience and Necessity Relative to Conditional Use Permit No. 307, for the Sale of Beer, Wine, and Distilled Spirits for Target Located at 2130 Pacific Coast Highway in the C-R (Commercial Retail) Zone RECOMMENDED ACTION: Adopt resolution.
2023-06 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LOMITA,

CALIFORNIA, RESOLVING THE PUBLIC CONVENIENCE AND NECESSITY OF AN

ABC LICENSE FOR THE SALE OF BEER, WINE, AND DISTILLED SPIRITS FOR OFF-SITE CONSUMPTION AT 2130 PACIFIC COAST HIGHWAY

8. SCHEDULED ITEMS
a. DISCUSSION REGARDING SAFE AND SANE FIREWORKS
Presented by Ryan Smoot, City Manager
RECOMMENDED ACTION: Receive the information presented, discuss, and if desired, provide further direction.

9. PUBLIC HEARINGS
a. DISCUSSION AND CONSIDERATION OF AN ORDINANCE AMENDING LOMITA

MUNICIPAL CODE TITLE VI (BUSINESSES, PROFESSIONS AND TRADES), CHAPTER 8 (MASSAGE BUSINESSES AND PRACTITIONERS) TO CLARIFY LANGUAGE AND SPECIFY REGULATIONS (No staff report)
Presented by Brianna Rindge, Community & Economic Development Director RECOMMENDED ACTION: Continue the item to the April 18, 2023, City Council meeting.

April 4, 2023, Reg CC Mtg., Page # 4
Lomita City Council Meeting Agenda April 4, 2023

b. DISCUSSION AND CONSIDERATION OF ZONING TEXT AMENDMENT NO. 2023-02,

AN ORDINANCE AMENDING LOMITA MUNICIPAL CODE TITLE XI (PLANNING AND

ZONING) TO MODIFY OFF-STREET PARKING RESTRICTIONS AND PERMIT

ADDITIONAL TYPES OF PARKING LOT SIGNS, TO ADD DEFINITIONS Presented by Laura MacMorran, Associate Planner
RECOMMENDED ACTION: After the City Attorney reads the title of the ordinance, accept the recommendation of the Planning Commission and introduce on first reading an ordinance amending Lomita’s Municipal Code Sections 11-1.15(D) and 11-1.15(S) (Definitions), Section 11-1.66.05 to modify off-street parking regulations and Article 67 to modify sign regulations, find the project is categorically exempt from the California Environmental Quality Act, and direct staff to schedule the second reading and adoption of the ordinance.

ORDINANCE NO. 847 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LOMITA, CALIFORNIA, APPROVING ZONE TEXT AMENDMENT No. 2023-02 AND

AMENDING LOMITA MUNICIPAL CODE TITLE XI (PLANNING AND ZONING) ARTICLE 15 (DEFINITIONS), ARTICLE 66 (OFF-STREET PARKING, STORAGE AND LOADING), AND ARTICLE 67 (SIGNS) AND FINDING THE ACTION TO BE

CATEGORICALLY EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT. INITIATED BY BRFI LOMITA II, LLC, 11611 SAN VINCENTE BOULEVARD, SUITE 900, LOS ANGELES, CA 90049 (APPLICANT)

10. ADJOURNMENT
The City Council adjourns this meeting in memory of Council Member Gazeley’s mother, Lomita resident Lorraine Frances Manfrass, and Lomita resident and former Commissioner Richard Emerson Colbary.

Written materials distributed to the City Council within 72 hours of the City Council meeting are available for public inspection via the City’s website and copies are available for public inspection beginning the next regular business day in the City Clerk’s Office, 24300 Narbonne Avenue, Lomita.

In compliance with the Americans with Disabilities Act (ADA) if you need special assistance to participate in this meeting, please contact the office of the City Clerk at (310) 325-7110. Notification at least forty-eight (48) hours prior to the meeting will enable the City to make reasonable arrangements.

I hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted not less than 72 hours prior to the meeting at the following locations: Lomita City Hall, Lomita Park, and uploaded to the City of Lomita website http://www.lomita.com/cityhall/city_agendas/.

Date Posted: March 30, 2023
________________________________
Kathleen Horn Gregory, MMC, City Clerk
April 4, 2023, Reg CC Mtg., Page # 5

MINUTES OF THE

LOMITA CITY COUNCIL

REGULAR MEETING
TUESDAY, MARCH 7, 2023

1. OPENING CEREMONIES
a. Call Meeting to Order
The regular meeting of the Lomita City Council was called to order by Mayor Waite at 6:00 p.m. on Tuesday, March 7, 2023, in the Council Chambers at Lomita City Hall, 24300 Narbonne Avenue, Lomita, California.
b. Flag Salute
Council Member Segawa led the salute to the flag.
c. Invocation
Council Member Segawa gave the invocation.
d. Roll Call
PRESENT: Council Member Segawa, Mayor Pro Tem Uphoff, and Mayor Waite ABSENT: Council Members: Gazeley and Waronek
STAFF PRESENT: City Manager Smoot, City Attorney Rusin, Assistant City Manager Sugano, Community and Economic Development Director Rindge, Administrative Services Director Kamada, Public Works Director Dillon, Management Analyst Hernandez, Management Assistant Adamzadeh, and City Clerk Gregory

2. APPROVAL OF AGENDA
Council Member Segawa made a motion, seconded by Mayor Pro Tem Uphoff to approve the agenda.

MOTION CARRIED by the following vote:

AYES: Council Member Segawa, Mayor Pro Tem Uphoff, and Mayor Waite NOES: None
ABSENT: Council Members: Gazeley and Waronek

3. PRESENTATIONS
None scheduled.

Item No. 7b
April 4, 2023, Reg CC Mtg., Page # 6
Lomita City Council Regular Meeting Minutes
March 7, 2023

4. ORAL COMMUNICATIONS
Lomita resident Laurie Ellsworth requested that a section of curb on Walnut Street near its intersection with 240th Street be painted red due to an RV that frequently parks there. She presented signatures from Lomita residents in favor of the request to City Clerk Gregory.

Lomita resident George Kivett sympathized with the request for the red curb, but was not in favor of having it painted. He mentioned the high curbs at 24309 Walnut Street and the difficulty in accessing the Public Works yard for those with limited mobility. He praised City staff for restoring the benches at Lomita Park and fixing a street sign quickly.

Winona Phillabaum, Lomita Community Library Manager, announced upcoming events and programs.

Lomita resident Monique Tippie shared concerns about visibility while trying to make left hand turns at 240th Street onto Narbonne Avenue near Cream Pan. She was also interested in having a red curb at Walnut and 240th Street and asked if Council could consider the request.

Lomita resident Janet Villasenor also spoke concerning visibility at 240th Street and Narbonne Avenue, and the lack of enforcement of the one-hour parking limits on Lomita Boulevard in front of Carpet Spectrum.

5. ORAL COMMUNICATIONS AND MEETING ATTENDANCE REPORTS FROM THE

CITY COUNCIL
Council Member Segawa reported on the following:
• March 2 – Read Across America Day at Lomita Magnet and Eshelman Elementary Schools
• Recent Founders Day Committee Meeting
• February 22 – Economic Development Committee Meeting
• Recent South Bay Workforce Investment Board Orientation Mayor Pro Tem Uphoff reported on the following:
• February 22 – League of California Cities Legislative Committee Meeting • February 22 – Chinese People Association for Friendship with Foreign Countries Dinner • February 23 – L.A. County City Selection Committee Meeting • March 1 – South Bay Cities Council of Governments (SBCCOG) Homeless Services Committee Meeting
• March 2 – SBCCOG South Bay Housing Education Forum Unit 3: Deconstructing RHNA: Do the Assumptions Add Up?
• Announced Lomita Sheriff’s Station BBQ Fundraiser at Lomita Park on Wednesday, March 8, 11 a.m. to 3 p.m.

Mayor Waite reported on the following:
• February 22 – Lomita Chamber of Commerce Business Mixer • February 23 – L.A. County Economic Development Corporation Economic Forecast • February 23 – Exposition Park General Manager Installation at L.A. Coliseum April 4, 2023, Reg CC Mtg., Page # 7
Lomita City Council Regular Meeting Minutes
March 7, 2023

6. CITY MANAGER’S REPORT (information only)
City Manager Smoot announced the Lomita Sheriff’s Station BBQ Fundraiser at Lomita Park on Wednesday, March 8, 11.a.m. to 3:00 p.m.

7. CONSENT AGENDA
RECOMMENDED ACTION: That Consent Agenda Items 7a-e be approved.

Council Member Segawa made a motion, seconded by Mayor Pro Tem Uphoff to approve the recommended action.

MOTION CARRIED by the following vote:

AYES: Council Member Segawa, Mayor Pro Tem Uphoff, and Mayor Waite NOES: None
ABSENT: Council Members: Gazeley and Waronek
Approved the following Consent Agenda items:
a. Motion to Waive Full Reading of Ordinances and that They be Read in Title Only RECOMMENDED ACTION: Approve motion.
b. Minutes of the Regular City Council Meetings of October 18, 2022, and February 7, 2023 RECOMMENDED ACTION: Approve minutes.
c. Warrants/Payroll Register
RECOMMENDED ACTION: Approve and file Warrants/Payroll Register. d. Service Order with Spectrum Enterprise re: Establishment of a PEG Channel Service RECOMMENDED ACTION: Authorize the City Manager to sign a service order with Spectrum Enterprise to establish service for a City PEG channel and direct the City Manager/City Attorney to approve as to form.
e. Acceptance of the City’s Single Audit Report for Fiscal Year 2021-2022 RECOMMENDED ACTION: Receive and file the Fiscal Year 2021-2022 Single Audit Report.

8. SCHEDULED ITEMS
None scheduled.

9. PUBLIC HEARINGS
April 4, 2023, Reg CC Mtg., Page # 8
Lomita City Council Regular Meeting Minutes
March 7, 2023

a. DISCUSSION AND CONSIDERATION OF ZONING TEXT AMENDMENT NO. 2023- 01, AN ORDINANCE AMENDING LOMITA MUNICIPAL CODE TITLE XI (PLANNING

AND ZONING) TO ENSURE CONSISTENCY WITH STATE LAW
RECOMMENDED ACTION: Accept the recommendation of the Planning Commission and introduce on first reading an ordinance amending Title XI (Planning and Zoning), find the request exempt from the California Environment Quality Act (CEQA), and direct staff to schedule the second reading and adoption of the ordinance.

Director Rindge introduced the item and gave a brief report stating that on December 21, 2021, the City Council adopted the Housing Element for the eight-year planning period of 2021-2029 and authorized staff to make revisions or clarifications in consultation with the State. On December 20, 2022, the City Council reviewed the authorized staff changes required by the California Department of Housing and Community Development (HCD) and finalized the certified Housing Element which had already been approved by HCD. The draft ordinance presented achieves progress on six of the 31 adopted Housing Element Programs as required by HCD and was recommended for adoption by the Planning Commission at the February 13, 2023, Planning Commission meeting.

There being no questions from the Council, Mayor Waite opened the public hearing at 6:31 p.m.

Resident George Kivett stated that he would like to keep A1 zones in Lomita at a lower density, and stressed the need for construction projects to provide adequate parking.

There being no further questions or comments, the public hearing was closed at 6:33 p.m. and the item was brought back to the Council for a motion.

City Attorney Rusin read the title of the ordinance to be introduced.

Council Member Segawa made a motion, seconded by Mayor Pro Tem Uphoff to approve the recommended action.

MOTION CARRIED by the following vote:

AYES: Council Member Segawa, Mayor Pro Tem Uphoff, and Mayor Waite NOES: None
ABSENT: Council Members: Gazeley and Waronek
ORDINANCE NO. 845 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LOMITA, CALIFORNIA, APPROVING ZONE TEXT AMENDMENT 2023-01

AMENDING VARIOUS SECTIONS OF LOMITA MUNICIPAL CODE TITLE XI (PLANNING AND ZONING) TO ENSURE CONSISTENCY WITH STATE LAW REGARDING SUPPORTIVE, TRANSITIONAL, AND EMPLOYEE HOUSING, LOWBARRIER NAVIGATION CENTERS, REASONABLE ACCOMMODATION, COVERED

PARKING, SENIOR PLANNED UNIT DEVELOPMENTS, EMERGENCY SHELTERS,

AND SUBSTANDARD LIVING CONDITIONS, AS WELL AS THE STRIKING OF

UNUSED EXISTING ZONING DISTRICTS, AND FINDING THE ACTION TO BE

EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT
April 4, 2023, Reg CC Mtg., Page # 9
Lomita City Council Regular Meeting Minutes
March 7, 2023

b. DISCUSSION AND CONSIDERATION OF AN ORDINANCE TO AMEND CHAPTER 5 (ADMINISTRATIVE CITATIONS AND PENALTIES) OF TITLE I OF THE LOMITA

MUNICIPAL CODE TO ALTER THE PROVISIONS AND PROCEDURES RELATED TO

ADMINISTRATIVE CITATIONS
RECOMMENDED ACTION: After the City Attorney reads the title, introduce on first reading Ordinance No. 846 amending Chapter 5 (Administrative Citations and Penalties) of Title I of the Lomita Municipal Code (LMC) to alter the procedures involved in the administrative citation provisions of the LMC and finding such action exempt from the California Environmental Quality Act, and direct staff to schedule second reading and adoption of the ordinance.

Management Assistant Adamzadeh presented a brief report stating that in November of 2022, the City Council authorized Data Ticket to provide code enforcement collection services alongside parking enforcement. Throughout the implementation process, staff has updated procedures and policies to align with those recommended by Data Ticket to improve correction and compliance. Staff has prepared a draft ordinance to improve the process, to avoid enforcement challenges, and to ensure compliance with State law.

There being no questions from the Council, Mayor Waite opened the public hearing at 6:37 p.m.

There being no questions or comments from the public, the public hearing was closed at 6:37 p.m. and the item was brought back to the Council for a motion.

City Attorney Rusin read the title of the ordinance to be introduced.

Council Member Segawa made a motion, seconded by Mayor Pro Tem Uphoff to approve the recommended action.

MOTION CARRIED by the following vote:

AYES: Council Member Segawa, Mayor Pro Tem Uphoff, and Mayor Waite NOES: None
ABSENT: Council Members Gazeley and Waronek
ORDINANCE NO. 846 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LOMITA, CALIFORNIA, AMENDING CHAPTER 5 OF TITLE I OF THE LOMITA

MUNICIPAL CODE TO ALIGN WITH NEW REGULATIONS IN ENFORCING

ADMINISTRATIVE CITATIONS TO ACHIEVE COMPLIANCE AND FINDING THE

SAME EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT

10. ADJOURNMENT
Prior to adjourning, Council Member Segawa requested a report on the red curb request on Walnut. City Manager Smoot stated staff would send Council the background on the request.

April 4, 2023, Reg CC Mtg., Page # 10
Lomita City Council Regular Meeting Minutes
March 7, 2023

There being no further business to discuss, Mayor Waite adjourned the meeting in memory of City of Lomita Assistant Engineer Ethelbert Doble and Lomita resident and former Traffic Commissioner Marty Spain at 6:42 p.m.

Respectfully submitted,
_________________________________
Kathleen Horn Gregory, MMC, City Clerk
Adopted:

April 4, 2023, Reg CC Mtg., Page # 11

MINUTES

REGULAR MEETING

LOMITA CITY COUNCIL
TUESDAY, MARCH 21, 2023

1. OPENING CEREMONIES
a. Call Meeting to Order
The regular meeting of the Lomita City Council was called to order by Mayor Waite at 6:03 p.m. on Tuesday, March 21, 2023, in the Council Chambers at Lomita City Hall, 24300 Narbonne Avenue, Lomita, California.
b. Flag Salute
Mayor Pro Tem Uphoff led the salute to the flag.
c. Invocation
Mayor Pro Tem Uphoff gave the invocation.
d. Roll Call
PRESENT: Council Members Gazeley, Segawa, and Waronek, Mayor Pro Tem Uphoff, and Mayor Waite
ABSENT: None
STAFF PRESENT: City Manager Smoot, Assistant City Manager Sugano, City Attorney Rusin, Community and Economic Development Director Rindge, Administrative Services Director Kamada, Public Works Director Dillon, Senior Management Analyst Hernandez, and Deputy City Clerk Abbott

2. APPROVAL OF AGENDA
Council Member Segawa made a motion, seconded by Mayor Pro Tem Uphoff to approve the agenda.

MOTION CARRIED by the following vote:

AYES: Council Members: Gazeley, Segawa, Waronek, Mayor Pro Tem Uphoff, and Mayor Waite
NOES: None
ABSENT: None
April 4, 2023, Reg CC Mtg., Page # 12
Lomita City Council Regular Meeting Minutes
March 21, 2023

3. PRESENTATIONS
The City Council recognized and thanked current Housing Authority Commissioners Rosemary Hart and Judi Larson and former Commissioner Deborah Louviere, and presented them with Team Lomita jerseys.

4. ORAL COMMUNICATIONS
Mayor Waite announced the time for public comments on Consent Agenda items or subjects other than those scheduled. There being no requests to speak, Mayor Waite closed oral communications.

5. ORAL COMMUNICATIONS AND MEETING ATTENDANCE REPORTS FROM THE

CITY COUNCIL
Council Member Segawa reported on the following:
• Recent South Coast Botanic Garden Children and Family Garden Groundbreaking Mayor Pro Tem Uphoff reported on the following:
• March 8 – Lomita Sheriff’s Station BBQ Fundraiser
• March 9 – California Department of Housing & Community Development Future Regional Housing Needs Assessment (RHNA) Allocation Kickoff Webinar • March 9 – South Bay Cities Council of Governments (SBCCOG) Transportation Steering Committee Meeting
• March 13 – SBCCOG Board Meeting
• March 15 – L.A. County Response to Homelessness Meeting • March 15 – League of California Cities Legislative Briefing on 2023 Bills • March 17 – League of California Cities Community Services Policy Committee Meeting Council Member Gazeley reported on the following:
• Recent Civilian Oversight Commission Report – Request from the Association for Los Angeles Deputy Sheriffs (ALADS) for a letter from the Council to the L.A. County Board of Supervisors opposing the recommended rotation of deputies every five years (City Manager Smoot will soon bring an item before the City’s Legislative Committee with a recommendation to the Council)
Council Member Waronek reported on the following:
• March 1 – California Contract Cities Association (CCCA) Board of Directors Meeting • March 10 – South Bay Legislative Forum at Cal State Dominguez Hills • March 6-9 – CCCA Annual Legislative Trip to Washington D.C. • March 16 – Lomita Chamber of Commerce Board Meeting
• Announced the 18th Annual Golden Apple Awards, sponsored by the Lomita-Harbor City Kiwanis Club, on May 5, 2023
Mayor Waite had nothing to report.

April 4, 2023, Reg CC Mtg., Page # 13
Lomita City Council Regular Meeting Minutes
March 21, 2023

6. CITY MANAGER’S REPORT (information only)
City Manager Smoot announced the Annual Lomita Easter Egg Hunt at Lomita Park on Saturday, April 8, 2023.

7. CONSENT AGENDA
RECOMMENDED ACTION: That Consent Agenda Items 7a-n be approved.

Council Member Segawa made a motion, seconded by Council Member Waronek to approve the recommended action.

MOTION CARRIED by the following vote:

AYES: Council Members: Gazeley, Segawa, Waronek, Mayor Pro Tem Uphoff, and Mayor Waite
NOES: None
ABSENT: None
Approved the following Consent Agenda items:
a. Motion to Waive Full Reading of Ordinances and that They be Read in Title Only RECOMMENDED ACTION: Approve motion.
b. Warrants/Payroll Register
RECOMMENDED ACTION: Approve and file Warrants/Payroll Register. c. Monthly Report for the Administrative Services Department RECOMMENDED ACTION: Receive and file the report.
d. Monthly Report for the City Manager’s Department
RECOMMENDED ACTION: Receive and file the report.
e. Monthly Report for the Community and Economic Development Department RECOMMENDED ACTION: Receive and file the report.
f. Monthly Report for the Recreation and Facilities Division RECOMMENDED ACTION: Receive and file the report.
g. Monthly Report for the Public Works Department
RECOMMENDED ACTION: Receive and file the report.

April 4, 2023, Reg CC Mtg., Page # 14
Lomita City Council Regular Meeting Minutes
March 21, 2023

h. January 2023 Treasury & Investment Report
RECOMMENDED ACTION: Receive and file the report.
i. Quarterly Financial Report
RECOMMENDED ACTION: Receive and file the report.
j. Second Reading and Adoption of Ordinance No. 845 for Zoning Text Amendment No. 2023-01 Amending Lomita Municipal Code Title XI (Planning and Zoning) to Ensure Consistency with State Law
RECOMMENDED ACTION: Adopt Ordinance.

ORDINANCE NO. 845 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LOMITA, CALIFORNIA, APPROVING ZONE TEXT AMENDMENT 2023-01 AMENDING

VARIOUS SECTIONS OF LOMITA MUNICIPAL CODE TITLE XI (PLANNING AND

ZONING) TO ENSURE CONSISTENCY WITH STATE LAW REGARDING

SUPPORTIVE, TRANSITIONAL, AND EMPLOYEE HOUSING, LOW-BARRIER

NAVIGATION CENTERS, REASONABLE ACCOMMODATION, COVERED PARKING,

SENIOR PLANNED UNIT DEVELOPMENTS, EMERGENCY SHELTERS, AND

SUBSTANDARD LIVING CONDITIONS, AS WELL AS THE STRIKING OF UNUSED

EXISTING ZONING DISTRICTS, AND FINDING THE ACTION TO BE EXEMPT FROM

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT
k. Second Reading and Adoption of Ordinance No. 846 to Amend Chapter 5 (Administrative Citations and Penalties) of Title I of the Lomita Municipal Code to Alter the Provisions and Procedures Related to Administrative Citations
RECOMMENDED ACTION: Adopt Ordinance.

ORDINANCE NO. 846 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LOMITA, CALIFORNIA, AMENDING CHAPTER 5 OF TITLE I OF THE LOMITA

MUNICIPAL CODE TO ALIGN WITH NEW REGULATIONS IN ENFORCING

ADMINISTRATIVE CITATIONS TO ACHIEVE COMPLIANCE AND FINDING THE

SAME EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT l. Purchase of Electric Vehicle for Public Works Water Division RECOMMENDED ACTION: Authorize purchase of a Chevy Bolt EV. m. 2022 Annual Housing Element Progress Report
RECOMMENDED ACTION: Receive and file the City’s 2022 Annual Housing Element Progress Report.

April 4, 2023, Reg CC Mtg., Page # 15
Lomita City Council Regular Meeting Minutes
March 21, 2023

n. Geographic Information System (GIS) Services
RECOMMENDED ACTION: 1) Authorize participation in LARIAC; 2) Approve the Services for ESRI to provide ArcGIS Subscriptions; 3) Authorize the City Manager and City Clerk to execute an agreement for GIS consulting services, in a form approved by the City Attorney, for an amount less than $20,000; and 4) Appropriate $30,337 for GIS-related services in FY22-23.

8. SCHEDULED ITEMS
a. DISCUSSION AND CONSIDERATION OF ALLOWING MURALS ON PRIVATE

PROPERTY
RECOMMENDED ACTION: Discuss and, if desired, provide staff direction to return with an ordinance further permitting and regulating murals on private property within the City.

Director Rindge presented the staff report per the agenda material. She stated that since July 1, 2021, the City has spent $27,150.00 removing graffiti from private property. Staff have received requests for mural installation as a means to deter future or continuous graffiti, citing success in other cities. Staff researched 23 other in-state and out-of-state cities and compiled a list of elements from ordinances that Director Rindge outlined with staff recommendations.

There was brief Council discussion about locations of the murals, upkeep, subject matter, design standards, and the possibility that murals will draw more visitors to the City.

There being no requests from the public to speak on this item, it was Council consensus for staff to bring back a draft ordinance on the item for consideration, to include elements relative to concerns discussed this evening.

9. PUBLIC HEARINGS
a. PUBLIC HEARING #3 TO RECEIVE PUBLIC COMMENTS ON DRAFT MAPS AND THE

TRANSITION TO DISTRICT-BASED ELECTIONS UNDER THE CALIFORNIA VOTING

RIGHTS ACT
RECOMMENDED ACTION: 1) Receive the staff report and presentation on the Draft Maps; 2) Conduct the third Public Hearing to obtain public input and provide direction to staff on recommended changes to the Draft Maps, if any; and 3) Approve the Draft Maps for circulation to the public for comment.

City Attorney Rusin introduced the item. He stated that this is the third public hearing of four required as a part of the process for the City to consider the move to districts. City Manager Smoot introduced Kylie Sun, Business Analyst with Tripepi Smith, and Andrew Westall, Principal with Bear Demographics & Research, to give the presentation.

Ms. Sun reported that the City launched a webpage dedicated to districting on the existing City website which includes information on the districting process, a schedule of public hearings and workshops, and mapping tools. Other outreach efforts included publishing 25 social media posts on all of the City’s social media platforms in both English and Spanish, bilingual flyers and press releases, and contact with 30 community leaders via April 4, 2023, Reg CC Mtg., Page # 16
Lomita City Council Regular Meeting Minutes
March 21, 2023

email and phone to encourage them to get involved in the process and to keep them informed. There were also two community workshops held—one hybrid and the other in-person. Outreach efforts will continue throughout the process.

Mr. Westall stated that there were eleven draft maps submitted for consideration. Input from all maps submitted was taken into consideration along with ensuring that each district contains some type of park, school, and commercial street such as Lomita Boulevard, Narbonne Avenue, or Pacific Coast Highway. Some of Lomita’s blocks are very long so that too was a consideration.

He presented three draft maps for Council consideration which fulfill the legal requirements of meeting census population voting age population and citizens voting population from the American Community Survey. Draft map #1 has a 5.8 deviation, draft map #2 has a 3.4 deviation with more equalization of the population, and map #3 has a

4.2 deviation.

Council Member Waronek stressed the importance of keeping distinct neighborhoods together in a district as communities of interest. Mayor Waite shared the same community of interest concerns in areas with large apartment complexes and condominiums, particularly south of Pacific Coast Highway.

There was Council discussion about the difficulty of getting residents to run for Council, the personal costs incurred by Council Members, and Council salaries. Council also expressed their concern with having to go through the process of districting for such a small city of less than two square miles. It was the consensus of the Council for staff to bring back an item to discuss Council compensation, and another item to discuss ways to encourage community interest in running for office.

Mayor Waite opened the public hearing at 7:17 p.m.

Lomita resident Barbara Barker spoke briefly regarding the California Voting Rights Act and its aim of making sure that minorities in every community have a voice.

As there were no further requests from the public to speak on this item, Mayor Waite closed the public hearing at 7:19 p.m. and brought the item back for further discussion.

Mr. Westall stated that all three of the maps presented met the requirements of State and Federal law including the California Voting Rights Act and the California FAIR Maps Act.

He clarified the Council’s desire to create an additional map to address the concerns brought up by Council Member Waronek to present at the final public hearing on April 18, 2023. He stated that the public would be able to continue to submit maps until April 4, 2023, and the fourth draft map would be on the City’s website by April 11, 2023, for public review.

Council Member Waronek wanted the record to show that although he has a Polish surname, he identifies as half Mexican.

Mayor Pro Tem Uphoff made a motion, seconded by Council Member Segawa to approve the draft maps for circulation to the public for comment, including adding a fourth map for consideration available on the website by April 11, 2023.

April 4, 2023, Reg CC Mtg., Page # 17
Lomita City Council Regular Meeting Minutes
March 21, 2023

MOTION CARRIED by the following vote:

AYES: Council Members: Gazeley, Segawa, Waronek, Mayor Pro Tem Uphoff, and Mayor Waite
NOES: None
ABSENT: None

10. ADJOURNMENT
The City Council adjourned, in memory of Vivian Peightal, long-time member of the Lomita Historical Society, and Mayor Pro Tem Uphoff’s father-in-law, John Conner, at 7:26 p.m. _________________________________
Kathleen Horn Gregory, MMC, City Clerk
Adopted:

April 4, 2023, Reg CC Mtg., Page # 18

CONSENT CALENDAR
AGENDA NO. 7.C.

April 4, 2023
TO: Honorable Mayor and City Council
FROM: Administrative Services Department
DATE: April 4, 2023
SUBJECT: WARRANT REGISTER

PAYROLL REGISTER

April 4, 2023 TOTAL WARRANTS ISSUED: $590,201.87

Wires Transfers: 10838-10843
Prepay: 530395
Check Numbers: 530396-530452

Total Pages of Register: 13
March 24, 2023 TOTAL PAYROLL ISSUED: $116,772.36

I hereby certify that the demands or claims covered by the checks listed on pages 1 to 13 inclusive of the check register are accurate and funds are available for payment thereof:
__________________________
Susan Kamada
Administrative Services Director
April 4, 2023, Reg CC Mtg., Page # 19
3/29/2023 12:09:06 PM Page 1 of 13
Warrant Register
Lomita, CA By Vendor Name
Payment Dates 3/22/2023 - 4/4/2023
Payment Number Payment Date Vendor Name Payable Number Description (Item) Amount Vendor: 12798 - 4LEAF, Inc.
530396 04/04/2023 4LEAF, Inc. J4121B-R Augmented Code Enforcement … 7,125.00 Vendor 12798 - 4LEAF, Inc. Total: 7,125.00
Vendor: 6948 - A1 Lawnmower Shop
530397 04/04/2023 A1 Lawnmower Shop 01424 Topper 66.15
Vendor 6948 - A1 Lawnmower Shop Total: 66.15
Vendor: 7353 - ACE Whatever It Takes
530398 04/04/2023 ACE Whatever It Takes 5754 Stop Rust 1 qt 38.58 530398 04/04/2023 ACE Whatever It Takes 5757 2 X 3-1/2 in. L Impact Power Bit… 5.50 530398 04/04/2023 ACE Whatever It Takes 5757 2 X 6" L Power Bit S2 Tool Steel … 6.59 530398 04/04/2023 ACE Whatever It Takes 5757 Flip Folding Utility Knife Set Red… 25.35 530398 04/04/2023 ACE Whatever It Takes 5757 Slotted Screwdriver Kit 6 pc 25.35 530398 04/04/2023 ACE Whatever It Takes 5757 Replacement Blade 5 pk 2.63 530398 04/04/2023 ACE Whatever It Takes 5757 Misc. Fasteners 3.53 530398 04/04/2023 ACE Whatever It Takes 5757 Gloves 7.71 530398 04/04/2023 ACE Whatever It Takes 5757 Impact Gloves 25.35 530398 04/04/2023 ACE Whatever It Takes 5757 No-Spill Plastic Gas Can 2.5 gal 35.27 530398 04/04/2023 ACE Whatever It Takes 5760 Misc. Fasteners 1.55 530398 04/04/2023 ACE Whatever It Takes 5760 2" L Screwdriver Socket Adapter… 11.01 530398 04/04/2023 ACE Whatever It Takes 5760 Misc. Fasteners 4.41 530398 04/04/2023 ACE Whatever It Takes 5760 3/4" X 3/8" Drive SAE 12 Point … 8.82 530398 04/04/2023 ACE Whatever It Takes 5764 Spray Paint 66.02 530398 04/04/2023 ACE Whatever It Takes 5765 Paper Shop Towels 12" W X 10"… 16.53 530398 04/04/2023 ACE Whatever It Takes 5765 Safety Glasses Clear Lens 29.76 530398 04/04/2023 ACE Whatever It Takes 5765 Misc. Fasteners 3.89 530398 04/04/2023 ACE Whatever It Takes 5765 Cotton Shop Towels 14" W X 12… 7.71 530398 04/04/2023 ACE Whatever It Takes 5765 Plastic/Rubber/Vinyl Protectant… 9.91 530398 04/04/2023 ACE Whatever It Takes 5766 Misc. Fasteners 0.66 530398 04/04/2023 ACE Whatever It Takes 5766 Misc. Fasteners 1.52 530398 04/04/2023 ACE Whatever It Takes 5766 Misc. Fasteners 1.74 530398 04/04/2023 ACE Whatever It Takes 5766 1.5 V 0.11 Ah Medical Battery 4… 15.41 530398 04/04/2023 ACE Whatever It Takes 5766 Foam/Polyester Knee Pads Black 16.53 530398 04/04/2023 ACE Whatever It Takes 5767 Klean Strip Acetone Solvent 1 qt 26.44 530398 04/04/2023 ACE Whatever It Takes 5768 Drain Unclogger 14.33 530398 04/04/2023 ACE Whatever It Takes 5768 5/8 in. D X 50 ft. L Heavy Duty G… 41.88 530398 04/04/2023 ACE Whatever It Takes 5772 Paint and Primer Spray Paint 12… 13.21 530398 04/04/2023 ACE Whatever It Takes 5772 Misc. Fasteners 19.78 530398 04/04/2023 ACE Whatever It Takes 5772 Misc. Fasteners 3.11 530398 04/04/2023 ACE Whatever It Takes 5773 Misc. Fasteners 1.52 530398 04/04/2023 ACE Whatever It Takes 5773 Luggage Lock 1-1/8" 17.62 530398 04/04/2023 ACE Whatever It Takes 5774 Potting Mix Soil 1 cf 33.08 Vendor 7353 - ACE Whatever It Takes Total: 542.30
Vendor: 12699 - AEPC Group, LLC
530399 04/04/2023 AEPC Group, LLC 123018 Eng. & Const. Services-Emergen… 3,447.00 Vendor 12699 - AEPC Group, LLC Total: 3,447.00
Vendor: 7445 - All City Management Services, Inc.
530400 04/04/2023 All City Management Services, I… 84261 Crossing Guard Services 5,338.80 Vendor 7445 - All City Management Services, Inc. Total: 5,338.80 Vendor: 4060 - Allianz Life Insurance Co.
530401 04/04/2023 Allianz Life Insurance Co. March 23 Employee Life Insurance-March… 53.00 Vendor 4060 - Allianz Life Insurance Co. Total: 53.00
April 4, 2023, Reg CC Mtg., Page # 20
Warrant Register Payment Dates: 3/22/2023 - 4/4/2023
3/29/2023 12:09:06 PM Page 2 of 13
Payment Number Payment Date Vendor Name Payable Number Description (Item) Amount Vendor: 0545 - Allied Waste Transfer Services (BFI Falcon TS) 530402 04/04/2023 Allied Waste Transfer Services (… 4404-000021668 Dump Fee 668.06 Vendor 0545 - Allied Waste Transfer Services (BFI Falcon TS) Total: 668.06 Vendor: 12155 - Amazon Capital Services
530403 04/04/2023 Amazon Capital Services 11DF-YTX3-KLPJ Brother PT-M95 P-Touch Mono… 44.09 530403 04/04/2023 Amazon Capital Services 1HJC-7LW4-6YDW Computer Tote Bag 39.23 530403 04/04/2023 Amazon Capital Services 1HXF-4JFN-DLQW Poster Board 5.72 530403 04/04/2023 Amazon Capital Services 1WPD-7YWW-XGJF Premium Roast Ground Coffee … 38.94 Vendor 12155 - Amazon Capital Services Total: 127.98
Vendor: 4673 - Angel Castillo
530404 04/04/2023 Angel Castillo 031423 Wellness Reimbursement 150.00 Vendor 4673 - Angel Castillo Total: 150.00
Vendor: 12814 - Angel Higareda
530405 04/04/2023 Angel Higareda 2003995.001 Refund-Picnic Shelter Deposit- … 75.00 Vendor 12814 - Angel Higareda Total: 75.00
Vendor: 3334 - Autozone, Inc.
530406 04/04/2023 Autozone, Inc. 2859554839 Antifreeze 23.36 530406 04/04/2023 Autozone, Inc. 2859583912 Gray Anti-Rust Sandable Primer 31.06 530406 04/04/2023 Autozone, Inc. 2859584576 24" Wiper Blade 37.58 530406 04/04/2023 Autozone, Inc. 2859584576 22" Wiper Blade 37.59 530406 04/04/2023 Autozone, Inc. 2859589765 Trailer Light 26.56 Vendor 3334 - Autozone, Inc. Total: 156.15
Vendor: 7477 - Best Best & Krieger, LLP
530407 04/04/2023 Best Best & Krieger, LLP 960385 Special Services February 23 406.30 530407 04/04/2023 Best Best & Krieger, LLP 960388 Legal Services February 23 6,179.33 530407 04/04/2023 Best Best & Krieger, LLP 960388 Legal Services February 23 1,090.47 530407 04/04/2023 Best Best & Krieger, LLP 960389 Prosecution/Code Enforcement… 6,892.20 Vendor 7477 - Best Best & Krieger, LLP Total: 14,568.30 Vendor: 7524 - California Consulting, Inc.
530408 04/04/2023 California Consulting, Inc. 5784 Grant Writing Services 625.00 Vendor 7524 - California Consulting, Inc. Total: 625.00 Vendor: 12810 - California Greenhouses & OC Succulents
530409 04/04/2023 California Greenhouses & OC Su…201-44797 8" Euphorbia Tirucali Rosea 96.80 530409 04/04/2023 California Greenhouses & OC Su…201-44880 10"/5G Agave Ray of light 148.36 530409 04/04/2023 California Greenhouses & OC Su…201-44880 10"/5G Cordyline Red Sensation 59.54 Vendor 12810 - California Greenhouses & OC Succulents Total: 304.70 Vendor: 7319 - California State Disbursement Unit
530410 04/04/2023 California State Disbursement … 040723 Employee Garnishment-Pay Dat… 230.76 Vendor 7319 - California State Disbursement Unit Total: 230.76 Vendor: 4657 - Carlos Bobadilla
530411 04/04/2023 Carlos Bobadilla 032023 Reimbursement for Four Pairs o… 236.08 Vendor 4657 - Carlos Bobadilla Total: 236.08
Vendor: 12703 - Clifford Sims
530412 04/04/2023 Clifford Sims 032323 Men's Basketball Forfeit Fee-03… 70.00 Vendor 12703 - Clifford Sims Total: 70.00
Vendor: 6934 - Clinical Laboratory of San Bernardino, Inc. 530413 04/04/2023 Clinical Laboratory of San Berna…2300447 Quality Water Report February … 1,321.00 Vendor 6934 - Clinical Laboratory of San Bernardino, Inc. Total: 1,321.00 Vendor: 0915 - Copy Rite Printing
530414 04/04/2023 Copy Rite Printing 39529 16 X 20 Coroplast Signs 97.46 530414 04/04/2023 Copy Rite Printing 39533 1,250 Window Envelopes 136.26 530414 04/04/2023 Copy Rite Printing 39533 1,250 Window Envelopes 136.27 Vendor 0915 - Copy Rite Printing Total: 369.99
Vendor: 6757 - Dataprose, Inc.
530415 04/04/2023 Dataprose, Inc. 3P69799 Water Customer Notification In… 317.20 April 4, 2023, Reg CC Mtg., Page # 21
Warrant Register Payment Dates: 3/22/2023 - 4/4/2023
3/29/2023 12:09:06 PM Page 3 of 13
Payment Number Payment Date Vendor Name Payable Number Description (Item) Amount 530415 04/04/2023 Dataprose, Inc. 3P69941 Health for All Ages Inserts 317.20 Vendor 6757 - Dataprose, Inc. Total: 634.40
Vendor: 12704 - David Evans & Associates, Inc.
530416 04/04/2023 David Evans & Associates, Inc. 528238 Engineering Design Services-Str… 174.13 530416 04/04/2023 David Evans & Associates, Inc. 528238 Engineering Design Services-Str… 299.02 530416 04/04/2023 David Evans & Associates, Inc. 528238 Engineering Design Services-Str… 255.89 530416 04/04/2023 David Evans & Associates, Inc. 528238 Engineering Design Services-Str… 285.46 530416 04/04/2023 David Evans & Associates, Inc. 530320 Engineering Design Services-Str… 428.68 530416 04/04/2023 David Evans & Associates, Inc. 530320 Engineering Design Services-Str… 736.13 530416 04/04/2023 David Evans & Associates, Inc. 530320 Engineering Design Services-Str… 629.94 530416 04/04/2023 David Evans & Associates, Inc. 530320 Engineering Design Services-Str… 702.75 530416 04/04/2023 David Evans & Associates, Inc. 530704 Engineering Design Services-Str… 38.53 530416 04/04/2023 David Evans & Associates, Inc. 530704 Engineering Design Services-Str… 66.17 530416 04/04/2023 David Evans & Associates, Inc. 530704 Engineering Design Services-Str… 56.63 530416 04/04/2023 David Evans & Associates, Inc. 530704 Engineering Design Services-Str… 63.17 Vendor 12704 - David Evans & Associates, Inc. Total: 3,736.50 Vendor: 7290 - Eden Serina
530417 04/04/2023 Eden Serina 032023 Recreation-Yoga Class Instructor 2,226.70 Vendor 7290 - Eden Serina Total: 2,226.70
Vendor: 6694 - Fireworks & Stage FX America
530418 04/04/2023 Fireworks & Stage FX America 21291 Founder's Day Fireworks 50% D… 9,500.00 Vendor 6694 - Fireworks & Stage FX America Total: 9,500.00 Vendor: 12812 - Francine Edmundson
530419 04/04/2023 Francine Edmundson 2003979.001 Refund-Picnic Shelter Hourly Re… 285.00 Vendor 12812 - Francine Edmundson Total: 285.00
Vendor: 12624 - Global Rental Co. Inc.
530420 04/04/2023 Global Rental Co. Inc. 3990232 Aerial Device Truck Rental 03/0… 3,969.00 Vendor 12624 - Global Rental Co. Inc. Total: 3,969.00
Vendor: 12816 - Government Forms and Supplies LLC
530421 04/04/2023 Government Forms and Supplie…0340121 City of Lomita Seal Stamper-Sal… -3.98 530421 04/04/2023 Government Forms and Supplie…0340121 City of Lomita Seal Stamper 50.03 Vendor 12816 - Government Forms and Supplies LLC Total: 46.05 Vendor: 12737 - Guma Masuda
530422 04/04/2023 Guma Masuda 2003988.001 Refund-Picnic Shelter Deposit-R… 40.00 Vendor 12737 - Guma Masuda Total: 40.00
Vendor: 3036 - Harbor Freight Tools USA, Inc.
530423 04/04/2023 Harbor Freight Tools USA, Inc. 1009057 Bubble Wrap 5.50 530423 04/04/2023 Harbor Freight Tools USA, Inc. 1009057 Clear Packing Tape 3-Pk 6.61 530423 04/04/2023 Harbor Freight Tools USA, Inc. 1009057 Spring Knit Dipped Gloves 23.12 530423 04/04/2023 Harbor Freight Tools USA, Inc. 1010827 2PC titanium Step Drill Bits 19.83 530423 04/04/2023 Harbor Freight Tools USA, Inc. 1010827 3/4" X 8-1/2ft Double-Side Tape 2.19 530423 04/04/2023 Harbor Freight Tools USA, Inc. 1010827 Four-Way Chuck Key 8.81 Vendor 3036 - Harbor Freight Tools USA, Inc. Total: 66.06 Vendor: 3052 - Home Depot Credit Services
530424 04/04/2023 Home Depot Credit Services 1102566 18-Volt Lithium-Ion HIGH OUTP… 251.24 530424 04/04/2023 Home Depot Credit Services 1102566 25 ft Auto Lock Tape 19.81 530424 04/04/2023 Home Depot Credit Services 1102566 Discount -3.31 530424 04/04/2023 Home Depot Credit Services 1102566 18-Volt Lithium-Ion Battery-Dis… -252.47 530424 04/04/2023 Home Depot Credit Services 1102566 Cordless Grinder & 3/8 in. Impa… 528.10 530424 04/04/2023 Home Depot Credit Services 2610635 Cellular Rubber Weather Strip T… 28.68 530424 04/04/2023 Home Depot Credit Services 2610635 Empty Propane Tank Exchange 72.47 530424 04/04/2023 Home Depot Credit Services 4010335 1-1/4" Nickel-Plated Fixed Pulley 7.64 530424 04/04/2023 Home Depot Credit Services 4010335 Hex Bolt Galvanized 0.99 530424 04/04/2023 Home Depot Credit Services 4010335 7/8" x 3-3/8" Nickel-Plated Swi… 32.75 530424 04/04/2023 Home Depot Credit Services 4010335 1/4" x 200 ft Braided Polyester … 10.99 530424 04/04/2023 Home Depot Credit Services 4031256 2 X 12-8 ft Brown Wood 100.02 530424 04/04/2023 Home Depot Credit Services 4031256 2 X 4-16 ft Brown Wood 64.74 April 4, 2023, Reg CC Mtg., Page # 22
Warrant Register Payment Dates: 3/22/2023 - 4/4/2023
3/29/2023 12:09:06 PM Page 4 of 13
Payment Number Payment Date Vendor Name Payable Number Description (Item) Amount 530424 04/04/2023 Home Depot Credit Services 4031256 Screw Zinc 1/2 X 3-1/2 25 pc 31.95 530424 04/04/2023 Home Depot Credit Services 4031256 Flat Washer Zinc 1/2 25-Pk 8.80 530424 04/04/2023 Home Depot Credit Services 4031256 Lumber Fee 0.97 530424 04/04/2023 Home Depot Credit Services 4220911 Lumber Fee -0.56 530424 04/04/2023 Home Depot Credit Services 4220911 2 X 4-16 ft Brown Wood -64.58 530424 04/04/2023 Home Depot Credit Services 4352824 Lumber Fee 0.62 530424 04/04/2023 Home Depot Credit Services 4352824 7-1/4" x 40-Tooth Finish Circular… 16.26 530424 04/04/2023 Home Depot Credit Services 4352824 2 X 4-8 ft Brown Wood 64.21 530424 04/04/2023 Home Depot Credit Services 6513154 3/16 in. Zinc-Plated Clamp Set 4… 5.19 530424 04/04/2023 Home Depot Credit Services 6513154 3/8 in. Zinc-Plated Spring Snap … 6.50 530424 04/04/2023 Home Depot Credit Services 6513154 2-Handle Bathroom Faucet in B… 283.77 530424 04/04/2023 Home Depot Credit Services 7032138 24" Width 2.0 cu.ft.1200-Watt … 250.80 Vendor 3052 - Home Depot Credit Services Total: 1,465.58 Vendor: 4671 - Hunter Edwards
530425 04/04/2023 Hunter Edwards 032723 Mileage Reimbursement 52.40 Vendor 4671 - Hunter Edwards Total: 52.40
Vendor: 7420 - JFS Care
530426 04/04/2023 JFS Care February 23 Services-Lifeline February 23 780.00 Vendor 7420 - JFS Care Total: 780.00
Vendor: 12069 - Joe A. Gonsalves & Son
530427 04/04/2023 Joe A. Gonsalves & Son 160592 Consulting Services March 23 3,000.00 Vendor 12069 - Joe A. Gonsalves & Son Total: 3,000.00
Vendor: 3130 - L.A. County Department of Animal Care & Control 530428 04/04/2023 L.A. County Department of Ani… February 23 Animal Housing February 23 -1,001.00 530428 04/04/2023 L.A. County Department of Ani… February 23 Animal Housing February 23 8,069.81 Vendor 3130 - L.A. County Department of Animal Care & Control Total: 7,068.81 Vendor: 3187 - L.A. County Department of Public Works
530429 04/04/2023 L.A. County Department of Publ…RE-PW-23031304493 Industrial Waste February 23 553.33 Vendor 3187 - L.A. County Department of Public Works Total: 553.33 Vendor: 3048 - L.A. County Sheriff's Department
530430 04/04/2023 L.A. County Sheriff's Department 232375EC February 23 282,486.15 530430 04/04/2023 L.A. County Sheriff's Department 232375EC February 23 17,604.75 530430 04/04/2023 L.A. County Sheriff's Department 232375EC February 23 33,010.00 Vendor 3048 - L.A. County Sheriff's Department Total: 333,100.90 Vendor: 12247 - LegalShield
530431 04/04/2023 LegalShield Mar 23 Employee Legal Insurance Benef… 107.40 Vendor 12247 - LegalShield Total: 107.40
Vendor: 6349 - Liebert Cassidy Whitmore
530432 04/04/2023 Liebert Cassidy Whitmore 236768 HR Attorney 1,526.70 530432 04/04/2023 Liebert Cassidy Whitmore 236768 HR Attorney 1,526.70 Vendor 6349 - Liebert Cassidy Whitmore Total: 3,053.40
Vendor: 6442 - Lincoln National Life Insurance Co.
10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 207.76 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 34.84 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 72.23 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 21.01 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 26.51 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 96.67 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 22.08 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 5.20 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 25.49 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 5.20 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 46.80 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 215.07 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 86.97 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 19.76 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 71.10 April 4, 2023, Reg CC Mtg., Page # 23
Warrant Register Payment Dates: 3/22/2023 - 4/4/2023
3/29/2023 12:09:06 PM Page 5 of 13
Payment Number Payment Date Vendor Name Payable Number Description (Item) Amount 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 20.28 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 128.39 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 41.60 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 30.16 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 108.56 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 143.99 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 54.60 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 47.37 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 20.80 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 17.18 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 5.51 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 1.04 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 3.28 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 6.76 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 48.38 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 16.20 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 4.68 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 25.48 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 85.39 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 22.08 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 5.20 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 113.36 10838 04/03/2023 Lincoln National Life Insurance … April 23 Employee Life/STD/LTD Insuran… 401.37 Vendor 6442 - Lincoln National Life Insurance Co. Total: 2,308.35 Vendor: 7377 - MidAmerica Administrative & Retirement Solutions 10842 03/23/2023 MidAmerica Administrative & R…032323 AUL Health Benefit Trust 50,000.00 Vendor 7377 - MidAmerica Administrative & Retirement Solutions Total: 50,000.00 Vendor: 3217 - MissionSquare Retirement
10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 12,551.12 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 306.51 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 290.93 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 16.20 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 144.79 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 300.27 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 149.54 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 214.49 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 207.10 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 207.24 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 228.61 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 184.77 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 48.77 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 10.77 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 8.96 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 60.31 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 82.03 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 144.79 10841 03/23/2023 MissionSquare Retirement 032423 Deferred Compensation Pay Da… 912.50 Vendor 3217 - MissionSquare Retirement Total: 16,069.70 Vendor: 12004 - Occupational Health Centers of CA, A Medical Grp 530433 04/04/2023 Occupational Health Centers of… 78570430 Pre-Employee Physical Exam 64.00 Vendor 12004 - Occupational Health Centers of CA, A Medical Grp Total: 64.00 Vendor: 6594 - Office Depot Business Solutions, LLC
530434 04/04/2023 Office Depot Business Solutions,…301589167001 Correction Fluid 4.17 530434 04/04/2023 Office Depot Business Solutions,…301589167001 McCafe Ground Coffee 1.87 lb 23.82 530434 04/04/2023 Office Depot Business Solutions,…301589167001 Tea Bags, 1.32 Oz, Box Of 25 5.27 530434 04/04/2023 Office Depot Business Solutions,…301589167001 Ballpoint Pens, Medium Point, 1… 5.78 530434 04/04/2023 Office Depot Business Solutions,…301590136001 Calculator Tape 14.37 Vendor 6594 - Office Depot Business Solutions, LLC Total: 53.41 April 4, 2023, Reg CC Mtg., Page # 24
Warrant Register Payment Dates: 3/22/2023 - 4/4/2023
3/29/2023 12:09:06 PM Page 6 of 13
Payment Number Payment Date Vendor Name Payable Number Description (Item) Amount Vendor: 3446 - Pacific Coast Glove & Safety, Inc.
530435 04/04/2023 Pacific Coast Glove & Safety, Inc. 10080507 Safety Glasses 154.13 530435 04/04/2023 Pacific Coast Glove & Safety, Inc. 10080507 Safety Glasses 158.10 530435 04/04/2023 Pacific Coast Glove & Safety, Inc. 10080539 Safety Vest 43.00 Vendor 3446 - Pacific Coast Glove & Safety, Inc. Total: 355.23 Vendor: 4105 - Pacific Western Bank
10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 15,364.40 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 2,234.10 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 9.52 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 262.79 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 94.70 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 112.44 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 27.72 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 20.04 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 38.32 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 213.25 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 3.82 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 68.75 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 22.92 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 108.73 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 8.51 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 87.42 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 134.30 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 135.81 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 129.78 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 9.90 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 22.80 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 66.75 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 22.45 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 4.14 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 1.11 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 45.39 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 21.33 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 119.71 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 28.19 10839 03/23/2023 Pacific Western Bank 032423 Federal & Medicare Taxes-Pay … 413.51 10840 03/23/2023 Pacific Western Bank 032423A State Tax Withholdings Pay End… 5,759.45 Vendor 4105 - Pacific Western Bank Total: 25,592.05
Vendor: 4080 - PERS Long-Term Care Program
530436 04/04/2023 PERS Long-Term Care Program 14846678 Employee Long Term Care Insur… 336.88 530436 04/04/2023 PERS Long-Term Care Program 14846678 Employee Long Term Care Insur… 59.45 Vendor 4080 - PERS Long-Term Care Program Total: 396.33 Vendor: 4090 - Public Employee Retirement System
10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 11,392.38 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 25.88 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 670.67 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 807.58 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 308.88 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 150.99 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 192.75 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 257.02 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 230.23 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 478.27 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 132.61 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 136.72 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 1,211.37 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 143.71 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 240.14 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 263.52 April 4, 2023, Reg CC Mtg., Page # 25
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3/29/2023 12:09:06 PM Page 7 of 13
Payment Number Payment Date Vendor Name Payable Number Description (Item) Amount 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 200.83 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 819.18 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 291.09 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 871.14 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 198.87 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 263.69 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 443.04 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 255.80 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 334.72 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 79.47 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 26.77 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 45.77 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 22.10 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 2.88 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 118.35 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 269.19 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 34.44 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 48.19 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 49.29 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 76.75 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 444.84 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 221.04 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 144.65 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 602.93 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 1,003.77 10843 03/29/2023 Public Employee Retirement Sys…PE0031723 Retirement Contributions-Pay E… 1,001.46 Vendor 4090 - Public Employee Retirement System Total: 24,512.97 Vendor: 7135 - Quantum Consulting Inc.
530437 04/04/2023 Quantum Consulting Inc. LO23.002 Surveying Plan Check and Revi… 720.00 Vendor 7135 - Quantum Consulting Inc. Total: 720.00
Vendor: 12265 - R C Foster Corporation
530438 04/04/2023 R C Foster Corporation 01-23-016 CWPF Upgrades 21,224.72 Vendor 12265 - R C Foster Corporation Total: 21,224.72
Vendor: 6377 - R.F. Dickson Co. Inc.
530439 04/04/2023 R.F. Dickson Co. Inc. 2511695DS Street Sweeping December 22 4,983.25 530439 04/04/2023 R.F. Dickson Co. Inc. 2511695DS Street Sweeping December 22 1,250.00 530439 04/04/2023 R.F. Dickson Co. Inc. 2511742DS Street Sweeping January 23 5,294.91 530439 04/04/2023 R.F. Dickson Co. Inc. 2511742DS Street Sweeping January 23 1,250.00 530439 04/04/2023 R.F. Dickson Co. Inc. 2511784DS Street Sweeping February 23 6,286.23 530439 04/04/2023 R.F. Dickson Co. Inc. 2511784DS Street Sweeping February 23 1,250.00 Vendor 6377 - R.F. Dickson Co. Inc. Total: 20,314.39
Vendor: 12777 - Runyon Surface Prep Co., LLC
530440 04/04/2023 Runyon Surface Prep Co., LLC INV540333 VONARX VA25 S 10" Gas Sidewa… 6,890.64 Vendor 12777 - Runyon Surface Prep Co., LLC Total: 6,890.64 Vendor: 6750 - Samurai Action Studio, Inc.
530441 04/04/2023 Samurai Action Studio, Inc. 031523 Gymnastics Instructor 955.50 Vendor 6750 - Samurai Action Studio, Inc. Total: 955.50 Vendor: 12813 - Satoe Fukushima
530442 04/04/2023 Satoe Fukushima 2003994.001 Refund-Picnic Shelter Hourly Re… 70.00 Vendor 12813 - Satoe Fukushima Total: 70.00
Vendor: 7188 - Sharp Business Systems
530443 04/04/2023 Sharp Business Systems 9004258996 Copier Usage 12/23/22-3/23/23 135.10 Vendor 7188 - Sharp Business Systems Total: 135.10
Vendor: 7233 - Siteone Landscape Supply, LLC
530444 04/04/2023 Siteone Landscape Supply, LLC 127283323-001 Topper 2 cu ft 56.55 530444 04/04/2023 Siteone Landscape Supply, LLC 127283323-001 Marathon II Seed 5 lb 38.34 April 4, 2023, Reg CC Mtg., Page # 26
Warrant Register Payment Dates: 3/22/2023 - 4/4/2023
3/29/2023 12:09:06 PM Page 8 of 13
Payment Number Payment Date Vendor Name Payable Number Description (Item) Amount 530444 04/04/2023 Siteone Landscape Supply, LLC 127349742-001 Crape Myrtle 292.06 Vendor 7233 - Siteone Landscape Supply, LLC Total: 386.95 Vendor: 5050 - Southern California Edison Co.
530395 03/28/2023 Southern California Edison Co. 700037130331-031723 City Hall 4,739.36 530395 03/28/2023 Southern California Edison Co. 700315053620-031723 Lomita Park 14.27 530395 03/28/2023 Southern California Edison Co. 700480902095-032223 Narbonne Pedestrian Crosswalk 102.87 Vendor 5050 - Southern California Edison Co. Total: 4,856.50 Vendor: 3214 - State Controller - Departmental Acct. Office 530445 04/04/2023 State Controller - Departmental…FAUD-00003661 Annual Street Report FY 2022-23 3,195.36 Vendor 3214 - State Controller - Departmental Acct. Office Total: 3,195.36 Vendor: 12806 - Stevenson Paint & Supply Corp
530446 04/04/2023 Stevenson Paint & Supply Corp 91778 Paint 248.06 530446 04/04/2023 Stevenson Paint & Supply Corp 91778 Paint 27.51 530446 04/04/2023 Stevenson Paint & Supply Corp 91778 Paint 82.69 530446 04/04/2023 Stevenson Paint & Supply Corp 91778 Paint 48.45 530446 04/04/2023 Stevenson Paint & Supply Corp 91778 Paint 79.27 Vendor 12806 - Stevenson Paint & Supply Corp Total: 485.98 Vendor: 12671 - Torrance Auto Repair
530447 04/04/2023 Torrance Auto Repair 0176741 2006 Ford F350 Smog Check 79.95 530447 04/04/2023 Torrance Auto Repair 0176762 2000 Ford Ranger Smog Check 49.95 530447 04/04/2023 Torrance Auto Repair 0177680 2002 Ford Ranger Inspection 128.00 Vendor 12671 - Torrance Auto Repair Total: 257.90
Vendor: 9100 - Tripepi Smith and Associates
530448 04/04/2023 Tripepi Smith and Associates 9725 Website Content Development … 1,030.00 Vendor 9100 - Tripepi Smith and Associates Total: 1,030.00 Vendor: 4130 - Vision Service Plan (CA)
530449 04/04/2023 Vision Service Plan (CA) Mar 23 Cobra-March 23 22.95 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 617.98 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 42.46 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 33.27 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 42.41 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 45.90 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 45.98 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 27.55 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 45.90 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 43.61 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 78.03 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 45.92 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 5.28 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 2.30 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 3.44 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 7.34 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 37.09 530449 04/04/2023 Vision Service Plan (CA) March 23 Employee Vision Insurance-Mar… 161.98 Vendor 4130 - Vision Service Plan (CA) Total: 1,309.39
Vendor: 12211 - Willdan Financial Services
530450 04/04/2023 Willdan Financial Services 010-54089 Consulting Services-Parks & Se… 3,255.00 Vendor 12211 - Willdan Financial Services Total: 3,255.00 Vendor: 3666 - Yamada Company Inc.
530451 04/04/2023 Yamada Company Inc. 82852 16" Pruning System 225.03 530451 04/04/2023 Yamada Company Inc. 82852 Pruning Saw 28.61 530451 04/04/2023 Yamada Company Inc. 82852 Push Broom 24" 44.04 Vendor 3666 - Yamada Company Inc. Total: 297.68
Vendor: 6313 - Zep Manufacturing
530452 04/04/2023 Zep Manufacturing 9008391828 Air Freshener 12 Can per Case 164.69 April 4, 2023, Reg CC Mtg., Page # 27
Warrant Register Payment Dates: 3/22/2023 - 4/4/2023
3/29/2023 12:09:06 PM Page 9 of 13
Payment Number Payment Date Vendor Name Payable Number Description (Item) Amount 530452 04/04/2023 Zep Manufacturing 9008391828 Air Freshener 12 Can per Case 139.23 Vendor 6313 - Zep Manufacturing Total: 303.92
Grand Total: 590,201.87
April 4, 2023, Reg CC Mtg., Page # 28
Warrant Register Payment Dates: 3/22/2023 - 4/4/2023
3/29/2023 12:09:06 PM Page 10 of 13
Report Summary
Fund Summary
Fund Payment Amount
100 - General Fund 514,864.18
205 - State Gas Tax 22,903.31
207 - Measure R Local Return 1,101.32
209 - Measure M 942.46
215 - Community Development Block Grant 780.00
220 - Proposition A Local Return 251.20
235 - South Coast AQMD 3,750.00
255 - Park Athletic 113.63
311 - Street Improvement 8,470.12
510 - Water Operations 12,353.93
520 - Water Capital 24,671.72
Grand Total: 590,201.87
Account Summary
Account Number Account Name Payment Amount
100-000-2210.000 Sales Tax Withholding -3.98
100-000-2225.000 Gangs & Graffiti Trust 5.72
100-000-2508.000 Garnishment 230.76
100-000-2510.000 PERS 11,392.38
100-000-2524.000 Other Employee Deductio… 107.40
100-000-2545.000 Vision Insurance 640.93
100-000-2550.000 Federal Withholding 17,598.50
100-000-2555.000 State Withholding 5,759.45
100-000-2560.000 Deferred Compensation 12,551.12
100-000-4465.000 Animal Care and Control -1,001.00
100-000-4510.000 Park Rentals 470.00
100-110-5207.000 Medicare 9.52
100-110-5217.000 PERS Tier 3 (2%@62) 25.88
100-120-5305.000 Legal Services 13,477.83
100-125-5205.000 Health Insurance 928.45
100-125-5207.000 Medicare 262.79
100-125-5215.000 PERS Tier 1 (2.5%@55) 670.67
100-125-5216.000 PERS Tier 2 (2%@60) 807.58
100-125-5217.000 PERS Tier 3 (2%@62) 308.88
100-125-5345.000 Contractual Services 6,255.00
100-125-5755.000 Special Department Suppl… 97.46
100-130-5205.000 Health Insurance 417.44
100-130-5207.000 Medicare 94.70
100-130-5215.000 PERS Tier 1 (2.5%@55) 150.99
100-130-5216.000 PERS Tier 2 (2%@60) 192.75
100-130-5217.000 PERS Tier 3 (2%@62) 257.02
100-130-5505.000 Office Supplies and Expen… 142.38
100-210-5205.000 Health Insurance 181.79
100-210-5207.000 Medicare 112.44
100-210-5215.000 PERS Tier 1 (2.5%@55) 230.23
100-210-5216.000 PERS Tier 2 (2%@60) 478.27
100-210-5217.000 PERS Tier 3 (2%@62) 132.61
100-210-5505.000 Office Supplies and Expen… 453.46
100-230-5205.000 Health Insurance 172.07
100-230-5206.000 Health Insurance Retirees 50,000.00
100-230-5207.000 Medicare 27.72
100-230-5217.000 PERS Tier 3 (2%@62) 136.72
100-230-5305.000 Legal Services 1,526.70
100-230-5345.000 Contractual Services 64.00
100-230-5755.000 Special Department Suppl… 150.00
100-330-5320.000 Sheriff Contract 282,486.15
100-330-5321.000 Core Deputy 17,604.75
April 4, 2023, Reg CC Mtg., Page # 29
Warrant Register Payment Dates: 3/22/2023 - 4/4/2023
3/29/2023 12:09:06 PM Page 11 of 13
Account Summary
Account Number Account Name Payment Amount
100-330-5323.000 Liability Trust Fund 33,010.00
100-335-5205.000 Health Insurance 30.69
100-335-5207.000 Medicare 58.36
100-335-5345.000 Contractual Services 5,338.80
100-336-5325.000 Animal Care and Control 8,069.81
100-410-5205.000 Health Insurance 608.04
100-410-5207.000 Medicare 217.07
100-410-5217.000 PERS Tier 3 (2%@62) 1,211.37
100-410-5315.000 Engineers 720.00
100-410-5345.000 Contractual Services 7,125.00
100-410-5505.000 Office Supplies and Expen… 39.23
100-440-5345.000 Contractual Services 1,030.00
100-440-5605.000 Rents and Leases 135.10
100-605-5205.000 Health Insurance 302.25
100-605-5207.000 Medicare 91.67
100-605-5216.000 PERS Tier 2 (2%@60) 143.71
100-605-5217.000 PERS Tier 3 (2%@62) 240.14
100-605-5345.000 Contractual Services 1,178.33
100-610-5205.000 Health Insurance 333.42
100-610-5207.000 Medicare 108.73
100-610-5216.000 PERS Tier 2 (2%@60) 263.52
100-610-5217.000 PERS Tier 3 (2%@62) 200.83
100-710-5205.000 Health Insurance 422.99
100-710-5207.000 Medicare 95.93
100-710-5215.000 PERS Tier 1 (2.5%@55) 819.18
100-710-5217.000 PERS Tier 3 (2%@62) 291.09
100-710-5405.000 Utilities 4,739.36
100-710-5705.000 General Maintenance 1,108.65
100-730-5205.000 Health Insurance 389.57
100-730-5207.000 Medicare 270.11
100-730-5215.000 PERS Tier 1 (2.5%@55) 871.14
100-730-5217.000 PERS Tier 3 (2%@62) 198.87
100-730-5345.000 Contractual Services 3,182.20
100-730-5425.000 Dues and Memberships 52.40
100-735-5755.118 Founder's Day 9,500.00
100-740-5205.000 Health Insurance 505.23
100-740-5207.000 Medicare 139.68
100-740-5215.000 PERS Tier 1 (2.5%@55) 263.69
100-740-5216.000 PERS Tier 2 (2%@60) 443.04
100-740-5217.000 PERS Tier 3 (2%@62) 255.80
100-740-5345.000 Contractual Services 3,969.00
100-740-5405.000 Utilities 14.27
100-740-5510.000 Small Tools 331.70
100-740-5515.000 Uniform Expense 312.23
100-740-5705.000 General Maintenance 531.00
100-740-5710.000 Equipment Maintenance 26.56
100-750-5207.000 Medicare 22.80
100-750-5505.000 Office Supplies and Expen… 44.09
205-610-5205.000 Health Insurance 298.86
205-610-5207.000 Medicare 66.75
205-610-5217.000 PERS Tier 3 (2%@62) 334.72
205-610-5340.000 Professional Services 3,195.36
205-610-5346.000 Street Sweeping Contract 16,564.39
205-610-5405.000 Utilities 102.87
205-610-5515.000 Uniform Expense 279.08
205-610-5705.000 General Maintenance 668.06
205-610-5710.000 Equipment Maintenance 155.12
205-620-5752.000 Tree Planting 596.76
April 4, 2023, Reg CC Mtg., Page # 30
Warrant Register Payment Dates: 3/22/2023 - 4/4/2023
3/29/2023 12:09:06 PM Page 12 of 13
Account Summary
Account Number Account Name Payment Amount
205-810-5806.367 Street Reconstruction-Zo… 641.34
207-810-5806.367 Street Reconstruction-Zo… 1,101.32
209-810-5806.367 Street Reconstruction-Zo… 942.46
215-550-5345.000 Contractual Services 780.00
220-340-5205.000 Health Insurance 76.74
220-340-5207.000 Medicare 22.45
220-340-5215.000 PERS Tier 1 (2.5%@55) 79.47
220-340-5216.000 PERS Tier 2 (2%@60) 26.77
220-340-5217.000 PERS Tier 3 (2%@62) 45.77
235-350-5345.000 Contractual Services 3,750.00
255-760-5205.000 Health Insurance 17.39
255-760-5207.000 Medicare 4.14
255-760-5217.000 PERS Tier 3 (2%@62) 22.10
255-760-5345.000 Contractual Services 70.00
311-810-5806.367 Street Reconstruction-Zo… 1,051.38
311-810-5806.380 Sidewalk Improvement Pr… 7,418.74
510-110-5207.000 Medicare 1.11
510-110-5217.000 PERS Tier 3 (2%@62) 2.88
510-120-5305.000 Legal Services 1,090.47
510-125-5205.000 Health Insurance 126.99
510-125-5207.000 Medicare 45.39
510-125-5215.000 PERS Tier 1 (2.5%@55) 118.35
510-125-5216.000 PERS Tier 2 (2%@60) 269.19
510-130-5205.000 Health Insurance 88.53
510-130-5207.000 Medicare 21.33
510-130-5215.000 PERS Tier 1 (2.5%@55) 34.44
510-130-5216.000 PERS Tier 2 (2%@60) 48.19
510-130-5217.000 PERS Tier 3 (2%@62) 49.29
510-220-5205.000 Health Insurance 229.99
510-220-5207.000 Medicare 119.71
510-220-5215.000 PERS Tier 1 (2.5%@55) 76.75
510-220-5216.000 PERS Tier 2 (2%@60) 444.84
510-220-5217.000 PERS Tier 3 (2%@62) 221.04
510-220-5505.000 Office Supplies and Expen… 136.27
510-230-5205.000 Health Insurance 172.07
510-230-5207.000 Medicare 28.19
510-230-5217.000 PERS Tier 3 (2%@62) 144.65
510-230-5305.000 Legal Services 1,526.70
510-630-5205.000 Health Insurance 1,642.21
510-630-5207.000 Medicare 413.51
510-630-5215.000 PERS Tier 1 (2.5%@55) 602.93
510-630-5216.000 PERS Tier 2 (2%@60) 1,003.77
510-630-5217.000 PERS Tier 3 (2%@62) 1,001.46
510-630-5339.000 Water Quality - Clinical Lab 1,321.00
510-630-5411.000 Customer Notifications 317.20
510-630-5510.000 Small Tools 19.83
510-630-5705.000 General Maintenance 803.28
510-630-5710.000 Equipment Maintenance 232.37
520-840-5820.134 Emergency Generator 3,447.00
520-840-5821.365 CWPF Upgrades Project 21,224.72
Grand Total: 590,201.87
Project Account Summary
Project Account Key Payment Amount
**None** 554,374.91
205 Street Reconstruction 641.34
207 Street Reconstruction 1,101.32
209 Street Reconstruction-Zone C & F 942.46
April 4, 2023, Reg CC Mtg., Page # 31
Warrant Register Payment Dates: 3/22/2023 - 4/4/2023
3/29/2023 12:09:06 PM Page 13 of 13
Project Account Summary
Project Account Key Payment Amount
311 Street Reconstruction 1,051.38
520.134 3,447.00
Cypress Water Production 21,224.72
Sidewalk Improvement Program 7,418.74
Grand Total: 590,201.87
April 4, 2023, Reg CC Mtg., Page # 32
Proclamation

ARBOR DAY
WHEREAS, in 1872 J. Sterling Morton proposed to the Nebraska Board of Agriculture that a special day be set aside for the planting of trees, and WHEREAS, this holiday, called Arbor Day, was first observed with the planting of more than a million trees in Nebraska, and
WHEREAS, Arbor Day is now observed throughout the nation and the world, and WHEREAS, trees can reduce the erosion of our precious topsoil by wind and water, cut heating and cooling costs, moderate the temperature, clean the air, produce life-giving oxygen and provide habitat for wildlife, and
WHEREAS, trees are a renewable resource giving us paper, wood for our homes, fuel for our fires and countless other wood products, and
WHEREAS, trees, wherever they are planted, are a source of joy and spiritual renewal.

NOW, THEREFORE, the City Council of the City of Lomita does hereby proclaim April 28, 2023, as “ARBOR DAY.”
Further, we urge all citizens to plant trees to gladden the heart and promote the well-being of this and future generations.

Dated this 4th day of April 2023
______________________
Mayor
_____________________ _____________________
Council Member Council Member
_____________________ _____________________
Council Member Council Member
Item 7d
April 4, 2023, Reg CC Mtg., Page # 33
1 TO: City Council
FROM: Ryan Smoot, City Manager
PREPARED BY: Carla Dillon, P.E., Public Works Director
MEETING DATE: April 4, 2023
SUBJECT: First Amendment to Agreement with AKM for Construction Management Services Related to the Cypress Facility Upgrades

RECOMMENDATION
Approve the First Amendment to Agreement 2020-22 with AKM Consulting Engineers for construction management services related to Cypress Facility upgrades for a total not to exceed $513,826 inclusive of previously approved funding; and authorize the City Manager and City Clerk to execute the Amendment.

BACKGROUND
In July 2020, the City Council approved an agreement with AKM Consulting Engineers to serve as on-site construction managers for the addition of Granular Activated Carbon filtration systems and other upgrades at the Cypress Water Production Facility, and in January 2021, the construction contract was awarded to RC Foster.

While the project is nearly complete, several elements of the project scope have required additional oversight and review beyond what was originally anticipated. The project’s scope and duration have extended due to a variety of circumstances including supply chain delays and additional permitting requirements from the State Division of Drinking Water. This amendment will allow for continued construction management through the project completion in the coming months and ensure the City is able to demonstrate operation to the Division of Drinking Water as expeditiously as possible.

FISCAL IMPACT
The additional cost of the amendment is $38,600 and would bring the total contract amount to $513,826. Funds for this purpose are budgeted in FY22-23 in the Water Capital budget, account No. 520-840-5821.365, Cypress Water Production Upgrades. The City Item No. 7e

CITY OF LOMITA

CITY COUNCIL REPORT
April 4, 2023, Reg CC Mtg., Page # 34
2 anticipates a reimbursement of $2,000,000 through the Water Replenishment District following the completion of the project in accordance with the previously approved reimbursement agreement.

OPTIONS

1. Approve staff’s recommendation.

2. Provide alternative direction.

ATTACHMENTS

1. First Amendment

2. Professional Services Agreement, 2020-22

3. Budget Amendment Request
Reviewed by: Approved by:
_______________________ ______________________
Gary Y. Sugano Ryan Smoot
Assistant City Manager City Manager
Prepared by:
_________________________
Carla Dillon, P.E.

Public Works Director / City Engineer
April 4, 2023, Reg CC Mtg., Page # 35
First Amendment to Agreement between
AKM Consulting Engineers and Scientists and the City of Lomita This First Amendment to the Agreement is made and entered into between the City of Lomita (“City”) and AKM Consulting Engineers, (“Consultant”). The City and Contractor mutually agree to amend the existing Agreement entered into on July 21, 2020, as follows:

RECITALS
A. On July 21, 2020, the City entered into an Agreement with Contractor for various engineering services (“Agreement”).

B. The City and Contractor now desire to amend the Agreement compensation by increasing the pay by $38,600 for a total compensation not to exceed $513,026.

NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows:

1. CONSIDERATION AND COMPENSATION. Section 1.C is amended to read as follows:

C. As additional Consideration, CITY agrees to pay CONSULTANT an amount not to exceed $513,026 for CONSULTANT's services, unless otherwise specified by written amendment to this Agreement.

2. NO OTHER CHANGES. All terms, conditions, and other provisions of the Agreement, including all exhibits, not affected by this First Amendment shall remain in full force and effect.

3. ACCEPTANCE OF FACSIMILE OR ELECTRONIC SIGNATURES. The Parties agree that this First Amendment to the Agreement will be considered signed when the signature of a party is delivered by facsimile transmission, scanned and delivered via electronic mail, or delivered using digital signature technology approved by CITY. Such facsimile or electronic signatures will be treated in all respects as having the same effect as an original signature. [Signatures on following page]
Attachment No. 1
April 4, 2023, Reg CC Mtg., Page # 36
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment on the 4
th day of April 2023, at Lomita, California.

City of Lomita AKM Consulting Engineers
By______________________________ By _______________________________ Ryan Smoot, City Manager Director of Construction Management Services
Attest: Approved as to Form:
________________________________ _____________________________ Kathleen Horn Gregory, MMC, City Clerk Trevor Rusin, City Attorney April 4, 2023, Reg CC Mtg., Page # 37

CONTRACT FOR PROFESSIONAL SERVICES

BETWEEN
Agree No 2020-22

THE CITY OF LOMITA AND AKM CONSULTING ENGINEERS
This AGREEMENT for Construction Management and Inspection Services is entered into this 21 st day of July, 2020, by and between the CITY OF LOMITA, a general law city and municipal corporation ("CITY") and AKM Consulting Engineers ("CONSUL TANT").

RECITALS
A. CITY does not have the personnel able and/or available to perform the services required under this agreement.

B. Therefore, CITY desires to contract out for Construction Management, Construction Inspection, Construction Administration and Testing Services for the Cypress Water Production Facility (CWPF) Upgrades.
c. CONSUL TANT warrants to CITY that it has the qualifications, experience and facilities to perform properly and timely the services under this Agreement.

D. CITY desires to contract with CONSUL TANT to perform the services as described in Exhibit A of this Agreement.

NOW, THEREFORE, based on the foregoing recitals, CITY and CONSULTANT agree as follows:

1. CONSIDERATION AND COMPENSATION.

A. As partial consideration, CONSUL TANT agrees to perform the work listed in the SCOPE OF SERVICES, attached as Exhibit A;
B. As additional consideration, CONSUL TANT and CITY agree to abide by the terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT an amount not to exceed $475,226, for CONSULTANT's services, unless otherwise specified by written amendment to this Agreement.

D. No additional compensation shall be paid for any other expenses incurred, unless first approved by the City Manager or his designee.

E. CONSUL TANT shall submit to CITY, by not later than the 1otn-day of each Page I of 12
Attachment No. 2
April 4, 2023, Reg CC Mtg., Page # 38
DocuSign Envelope ID: 09CC5FF3-8133-4D6D-AC1 E-DE97999B496A month, its bill for services itemizing the fees and costs incurred during the previous month. CITY shall pay CONSULTANT all uncontested amounts set forth in the CONSULTANT'S bill within 30 days after it is received.

2. SCOPE OF SERVICES.

3. 4.

5. 6.

7. 8.

A. CONSUL TANT will perform the services and activities set forth in the SCOPE OF SERVICES attached hereto as Exhibit A and incorporated herein by this reference.

If any part of Exhibit A is inconsistent with the terms of this Agreement, the terms of this Agreement shall control.

B. Except as herein otherwise expressly specified to be furnished by CITY, CONSUL TANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space, and facilities necessary or proper to perform and complete the work and provide the professional services required of CONSUL TANT by this Agreement.

PAYMENTS. For CITY to pay CONSUL TANT as specified by this Agreement, CONSUL TANT must submit an invoice to CITY which lists the reimbursable costs, the specific tasks performed, and, for work that includes deliverables, the percentage of the task completed during the billing period.

TIME OF PERFORMANCE. The services of CONSULTANT are to commence upon receipt of a notice to proceed from CITY and shall continue until all authorized work is completed to CITY's reasonable satisfaction, in accordance with the schedule incorporated in "Exhibit A," unless extended in writing by CITY.

FAMILIARITY WITH WORK. By executing this Agreement, CONSUL TANT represents that CONSUL TANT has (a) thoroughly investigated and considered the scope of services to be performed; (b) carefully considered how the services should be performed; and (c) understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement.

KEY PERSONNEL. CONSUL TANT's key person assigned to perform work under this Agreement is Emin Kayiran. CONSUL TANT shall not assign another person to be in charge of the work contemplated by this Agreement without the prior written authorization of CITY.

TERM OF AGREEMENT. The term of this Agreement shall commence upon execution by both parties and shall expire upon completion of the work, unless earlier termination occurs under Section 12 of this Agreement, or extended in writing in advance by both parties.

CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSUL TANT and CITY. The cost or credit to CITY

April 4, 2023, Reg CC Mtg., Page # 39
DocuSign Envelope ID: 09CC5FF3-8133-4D6D-AC1 E-DE97999B496A resulting from changes in the services will be determined in accordance with written agreement between the parties.

9. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number.

10. PERMITS AND LICENSES. CONSUL TANT will obtain and maintain during the term of this Agreement all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

11. PREVAILING WAGES:

A. Prevailing Wage. CONSUL TANT is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, CONSUL TANT agrees to fully comply with such Prevailing Wage Laws. Upon request, CITY shall provide CONSULTANT with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. CONSUL TANT shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the CONSULTANT'S principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and CONSUL TANT shall therefore comply with such Labor Code sections to the fullest extent required by law. CONSUL TANT shall defend, indemnify and hold the CITY, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

B. Registration/DIR Compliance. If the services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, CONSUL TANT and all subconsultants must be registered with the Department of Industrial Relations ("DIR"). CONSUL TANT shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be CONSULTANT'S sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against CONSUL TANT or any subconsultant that affect CONSULTANT'S performance of services, including any delay, shall be CONSULTANT'S sole responsibility. Any delay

April 4, 2023, Reg CC Mtg., Page # 40
DocuSign Envelope ID: 09CC5FF3-8133-4D6D-AC1E-DE979998496A ansmg out of or resulting from such stop orders shall be considered CONSUL TANT caused delay and shall not be compensable by CITY.

CONSTRUCTION shall defend, indemnify and hold CITY, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against CONSUL TANT or any subconsultant.

C. Labor Certification. By its signature hereunder, CONSUL TANT certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

D. Employment of Apprentices. CONSUL TANT and all subconsultants shall comply with the requirements of Labor Code sections 1777.5 and 1777.6 in the employment of apprentices. Information relative to apprenticeship standards, wage schedules, and other requirements may be obtained from the Director of Industrial Relations, ex officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices.

E. CONSUL TANT or subconsultants may not perform work on a public works project with a subconsultant who is ineligible to perform work on a public project pursuant to Labor Code section 1777.1 or 1777.7. Any contract on a public works project entered into between CONSUL TANT and a debarred subconsultant is void as a matter of law. A debarred subconsultant may not receive any public money for performing work as a subconsultant on a public works contract. Any public money that is paid, or may have been paid to a debarred subconsultant by CONSUL TANT on the project shall be returned to CITY. CONSUL TANT shall be responsible for the payment of wages to workers of a debarred subconsultant who has been allowed to work on the Project.

F. CONSUL TANT agrees to bind every subconsultant to the terms of the Agreement as far as such terms are applicable to subconsultant's portion of the work. CONSUL TANT shall be as fully responsible to CITY for the acts and omissions of its subconsultants and of persons either directly or indirectly employed by its subconsultants, as CONSULTANT is for acts and omissions of persons directly employed by CONSUL TANT. Nothing contained in these Agreement shall create any contractual relationship between any subconsultant and CITY.

12. TERMINATION.

A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. Notice of termination shall be in writing.

April 4, 2023, Reg CC Mtg., Page # 41
DocuSign Envelope ID: 09CC5FF3-8133-4O6D-AC1E-DE97999B496A B. CONSUL TANT may terminate this Agreement. Notice will be in writing at least 30 days before the effective termination date.

C. In the event of such termination, CONSUL TANT shall cease services as of the date of termination, all finished or unfinished documents, data, drawings, maps, and other materials prepared by CONSULTANT shall, at CITY's option, become CITY's property, and CONSUL TANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination.

D. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated.

13. INDEMNIFICATION.

A CONSUL TANT shall indemnify, defend with counsel approved by CITY, and hold harmless CITY, its officers, officials, employees and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with CONSUL TANT's performance of work hereunder or its failure to comply with any of its obligations contained in this AGREEMENT, regardless of CITY'S passive negligence, but excepting such loss or damage which· is caused by the sole active negligence or willful misconduct of CITY. Should CITY in its sole discretion find CONSULTANT'S legal counsel unacceptable, then CONSUL TANT shall reimburse CITY its costs of defense, including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation. CONSUL TANT shall promptly pay any final judgment rendered against CITY (and its officers, officials, employees and volunteers) covered by this indemnity obligation. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement.

B. The requirements as to the types and limits of insurance coverage to be maintained by CONSUL TANT as required by Section 18, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSUL TANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.

14. ASSIGNABILITY. This Agreement is for CONSUL TANT's professional services.

CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void.

15. INDEPENDENT CONSULTANT. CITY and CONSULTANT agree that CONSULTANT will act as an independent CONSUL TANT and will have control of all work and the manner in which is it performed. CONSUL TANT will be free to contract for similar service to be performed for other employers while under contract with CITY.

CONSUL TANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to

April 4, 2023, Reg CC Mtg., Page # 42
DocuSign Envelope ID: 09CC5FF3-8133-4D6D-AC1E-DE979998496A direct CONSUL TANT as to the details of doing the work or to exercise a measure of control over the work means that CONSUL TANT will follow the direction of the CITY as to end results of the work only.

16. AUDIT OF RECORDS.

A. CONSUL TANT agrees that CITY, or designee, has the right to review, obtain, and copy all records pertaining to the performance of this Agreement. CONSUL TANT agrees to provide CITY, or designee, with any relevant information requested and will permit CITY, or designee, access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this Agreement. CONSUL TANT further agrees to maintain such records for a period of three (3) years following final payment under this Agreement.

B. CONSUL TANT will keep all books, records, accounts and documents pertaining to this Agreement separate from other activities unrelated to this Agreement.

17. CORRECTIVE MEASURES. CONSULTANT will promptly implement any corrective measures required by CITY regarding the requirements and obligations of this Agreement. CONSULTANT will be given a reasonable amount of time as determined by CITY to implement said corrective measures. Failure of CONSUL TANT to implement required corrective measures shall result in immediate termination of this Agreement.

18. INSURANCE REQUIREMENTS.

A. CONSUL TANT, at CONSUL TANT's own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies:

1. Workers Compensation Insurance as required by law. CONSUL TANT shall require all subconsultants similarly to provide such compensation insurance for their respective employees. Any notice of cancellation or non-renewal of all Workers' Compensation policies must be received by CITY at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against CITY, its officers, agents, employees, and volunteers for losses arising from work performed by CONSULTANT for CITY.

2. General Liability Coverage. CONSUL TANT shall maintain commercial general liability insurance in an amount of not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit.

3. Automobile Liability Coverage. CONSUL TANT shall maintain automobile

April 4, 2023, Reg CC Mtg., Page # 43
DocuSign Envelope ID: 09CC5FF3-8133-4O6D-AC1E-DE979998496A liability insurance covering bodily injury and property damage for all activities of CONSUL TANT arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence.

4. Professional Liability Coverage. CONSUL TANT shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors, or omissions which may arise from CONSULTANT'S operations under this Agreement, whether such operations be by CONSUL TANT or by its employees, subconsultants, or subconsultants. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single-limit-peroccurrence basis. When coverage is provided on a "claims made basis," CONSUL TANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSUL TANT for all claims made by CITY arising out of any errors or omissions of CONSUL TANT, or its officers, employees or agents during the time this Agreement was in effect.

B. Endorsements. Each general liability, automobile liability and professional liability insurance policy shall be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of California, or which is approved in writing by CITY, and shall be endorsed as follows.

CONSULTANT also agrees to require all CONSULTANTs, and subconsultants to do likewise.

1. "The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONSUL TANT, including materials, parts, or equipment furnished in connection with such work or operations."

2. This policy shall be considered primary insurance as respects CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by CITY, including any self-insured retention CITY may have, shall be considered excess insurance only and shall not contribute with this policy.

3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.

4. The insurer waives all rights of subrogation against CITY, its elected or appointed officers, officials, employees, or agents.

5. Any failure to comply with reporting provisions of the policies shall not affect

April 4, 2023, Reg CC Mtg., Page # 44
DocuSign Envelope ID: 09CC5FF3-8133-4O6D-AC1E-DE97999B496A coverage provided to CITY, its elected or appointed officers, officials, employees, agents, or volunteers.

6. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days' written notice has been received by CITY.

C. CONSUL TANT agrees to provide immediate notice to CITY of any claim or loss against CONSUL TANT arising out of the work performed under this agreement.

CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY.

D. Any deductibles or self-insured retentions must be declared to and approved by CITY. At CITY's option, CONSUL TANT shall demonstrate financial capability for payment of such deductibles or self-insured retentions.

E. CONSUL TANT shall provide certificates of insurance with original endorsements to CITY as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with CITY on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with CITY at all times during the term of this Agreement.

F. Failure on the part of CONSUL TANT to procure or maintain required insurance shall constitute a material breach of contract under which CITY may terminate this Agreement pursuant to Section 12 above.

G. The commercial general and automobile liability policies required by this Agreement shall allow CITY, as additional insured, to satisfy the self-insured retention ("SIR") and/or deductible of the policy in lieu of the CONSUL TANT (as the named insured) should CONSUL TANT fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City Attorney and the Finance Director. CONSUL TANT understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by CONSUL TANT as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should CITY pay the SIR or deductible on CONSULTANT'S behalf upon CONSULTANT'S failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, CITY may include such amounts as damages in any action against CONSUL TANT for breach of this Agreement in addition to any other damages incurred by CITY due to the breach.

19. USE OF OTHER CONSULTANTS. CONSUL TANT must obtain CITY's prior written approval to use any CONSUL TANTs while performing any portion of this Agreement.

Such approval must include approval of the proposed CONSUL TANT and the terms of compensation.

April 4, 2023, Reg CC Mtg., Page # 45
DocuSign Envelope ID: 09CC5FF3-8133-4O6O-AC1 E-DE97999B496A

20. FINAL PAYMENT ACCEPTANCE CONSTITUTES RELEASE The acceptance by the CONSUL TANT of the final payment made under this Agreement shall operate as and be a release of CITY from all claims and liabilities for compensation to the CONSUL TANT for anything done, furnished or relating to the CONSULTANT'S work or services. Acceptance of payment shall be any negotiation of CITY'S check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by CITY shall not constitute, nor be deemed, a release of the responsibility and liability of CONSUL TANT, its employees, sub-CONSULTANTS and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CONSUL TANT, its employees, sub-CONSUL TANTs and agents.

21. CORRECTIONS. In addition to the above indemnification obligations, the CONSUL TANT shall correct, at its expense, all errors in the work which may be disclosed during CITY'S review of CONSULTANT'S report or plans. Should the CONSUL TANT fail to make such correction in a reasonably timely manner, such correction shall be made by CITY, and the cost thereof shall be charged to CONSUL TANT. In addition to all other available remedies, CITY may deduct the cost of such correction from any retention amount held by CITY or may withhold payment otherwise owed CONSUL TANT under this Agreement up to the amount of the cost of correction.

22. NON-APPROPRIATION OF FUNDS. Payments to be made to CONSULTANT by CITY for services preformed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that CITY does not appropriate sufficient funds for payment of CONSULTANT'S services beyond the current fiscal year, the Agreement shall cover payment for CONSULTANT'S only to the conclusion of the last fiscal year in which CITY appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

23. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:

CITY CONSULTANT
City of Lomita AKM Consulting Engineers
24300 Narbonne Avenue 553 Wald
Lomita, CA 90717 Irvine, CA 92618
ATTN: Citv Manaaer ATTN: Zeki Kaviran P.E.

Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. Courtesy copies of notices may be sent via electronic

April 4, 2023, Reg CC Mtg., Page # 46
DocuSign Envelope ID: 09CC5FF3-8133-4D6D-AC1E-DE97999B496A mail, provided that the original notice is deposited in the U.S. mail or personally delivered as specified in this Section.

24. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSUL TANT's bona fide employee, to solicit or secure this Agreement. Further, CONSUL TANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSUL TANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.

Should CONSUL TANT breach or violate this warranty, CITY may rescind this Agreement without liability.

25. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSUL TANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSUL TANT's or CITY's obligations under this Agreement.

26. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County.

27. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written.

28. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.

29. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment with signatures of all parties to this Agreement. CITY's city administrator, or designee, may execute any such amendment on behalf of CITY.

30. ACCEPTANCE OF FACSIMILE OR ELECTRONIC SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission or scanned and delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.

31. FORCE MAJEURE. Should performance of this Agreement be impossible due to fire, flood, explosion, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' control, then the Agreement will immediately terminate without obligation of either party to the other.

April 4, 2023, Reg CC Mtg., Page # 47
DocuSign Envelope ID: 09CC5FF3-8133-4D6D-AC1E-DE979998496A

32. TIME IS OF ESSENCE. Time is of the essence to comply with dates and schedules to be provided.

33. ATTORNEY'S FEES. The parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any party hereto to enforce this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that party or those parties may be entitled.

34. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSUL TANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY.

CONSUL TANT represents that its financial · resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private CONSUL TANTs, and experience in dealing with public agencies all suggest that CONSUL TANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public agency.

35. DISCLOSURE REQUIRED. (CITY and CONSUL TANT initials required at one of the following paragraphs)
OR
By their respective initials next to this paragraph, CITY and CONSUL TANT hereby acknowledge that CONSUL TANT is a "CONSUL TANT" for the purposes of the California Political Reform Act because CONSULTANT'S duties would require him or her to make one or more of the governmental decisions set forth in Fair Political Practices Commission Regulation 18700.3(a)(2) or otherwise serves in a staff capacity for which disclosure would otherwise be required were CONSUL TANT employed by CITY. CONSUL TANT hereby acknowledges his or her assuming-office, annual, and leaving-office financial reporting obligations under the California Political Reform Act and the CITY'S Conflict of Interest Code and agrees to comply with those obligations at his or her expense. Prior to CONSUL TANT commencing services hereunder, the City's Manager shall prepare and deliver to CONSUL TANT a memorandum detailing the extent of CONSULTANT'S disclosure obligations in accordance with the CITY'S Conflict of Interest Code.

City Initials __ _
CONSUL TANT Initials ---
By their initials next to this paragraph, CITY and CONSUL TANT hereby acknowledge that CONSUL TANT is not a "CONSUL TANT" for the purpose of the California Political Reform Act because CONSULTANT'S duties and responsibilities are not within the scope of the definition of CONSUL TANT in Fair Political Practice Commission

April 4, 2023, Reg CC Mtg., Page # 48
DocuSign Envelope ID: 09CC5FF3-8133-4O6D-AC1E-DE97999B496A Regulation 18700.3(a)(2) and is otherwise not serving in staff capacity in accordance with CITY'S Conflict of Interest Code.

City Initial~ Gb
CONSUL TANT Initials ---
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written .

CITY OF LOMITA
APPROVED AS TO FORM:

By:

CONSULTANT
~ ~r5M'ebnstruction Management
Services
Taxpayer ID No.: 33-0422066

April 4, 2023, Reg CC Mtg., Page # 49
DocuSign Envelope ID: 09CC5FF3-8133-4O6D-AC1 E-DE979998496A ..,....
......
--
--
., -
AKM Consulting Engineers
553 Wald
Irvine, CA 92618
Telephone: 949. 753. 7333 Facsimile: 949. 753. 7320
www.akmce.com
July 9, 2020
City of Lomita
24300 Narbonne Avenue
Lomita, CA 90717
Attention: Kathleen Hill, City Clerk
Exhibit A
Water Resources
Infrastructure
Construction Management
Subject: Request for Proposal - Construction Management; Construction Inspection; and Construction Administrative and Testing services for Cypress Water Production Facility (CWPF) Upgrades Ms. Hill:

In response to your Request for Proposal dated June 11, 2020, and Addendum 1 and 2, AKM Consulting Engineers, a SBA Certified Small Business Enterprise, is pleased to submit this proposal for Construction Management, Construction Inspection, and Construction Administrative and Testing Services for Cypress Water Production Facility (CWPF) Upgrades for the City of Lomita. Our proposal reflects our understanding of the scope of work based upon the RFP, review of the Contract Documents, previous experience, and information provided by the City. Our proposal is valid 90 days. Contact information for this proposal is:

Legal Name of Firm: AKM CONSULTING ENGINEERS, INC. - 553 Wald, Irvine, California 92618 www.akmce.com Contact Information: Emin Kayiran , CPII, Director of Construction Management Services [email protected] Phone:
(949) 753-7333 FAX: (949) 753-7320
AKM is proposing to provide a team of superbly qualified construction management professionals to undertake this assignment. Mr.

Emin Kayiran will serve as the Construction Manager/Resident Engineer and be the responsible contract representative to the City. He has provided construction management services on multiple public agency water treatment facility projects for over 16 years. Mr. Steve Patterson will serve as the Construction Inspector. Mr. Patterson has amassed over 30 years of construction management and inspection experience and possesses an unrivaled background having served as a former Superintendent for a Construction Contractor building similar facilities, as well as maintained and operated water treatment facilities as an Operation and Maintained Division Supervisor for a municipally owned utility. Overseeing our services and providing technical insight, will be AKM's President and Owner Mr. Zeki Kayiran, P.E. who has had an over 45 year career serving public agencies to provide water resource engineering services.

Both Mr. Emin Kayiran and Mr. Patterson have>dedicated their careers to water resource infrastructure for public agencies and are specialists in this field. Mr. Kayiran and Mr. Patterson have completed over 16 projects together, thus operating in the most efficient and effective manner.

In order to adequately complete the scope of work requested by the City, AKM has partnered with a specialty sub-consultant Ninyo and Moore Geotechnical to provide materials testing services - 475 Goddard #200, Irvine, CA 92618 Garreth Saiki, 949-753-7070 [email protected].

AKM offers the City an elite team of professionals that will employ meticulous detail to all facets of construction, yet who also understand how water well and treatment facilities operate, how they are maintained, how they function to complement a complete system, all the while attending to concerns of the public and outside stakeholders.

We appreciate the opportunity to submit our proposal and look forward to being of service to the City of Lomita on this most important project. Our proposal will be valid for 120 days. Should you have any questions regarding our submittal or require additional information, please do not hesitate to contact the undersigned.

Very truly yours,
AKM Consulting Engineers
~ Emin Kayiran, CPII
Director of Construction Management Services
AKM Prop 20. 1059
April 4, 2023, Reg CC Mtg., Page # 50
DocuSign Envelope ID: 09CC5FF3-8133-4D6D-AC1E-DE979998496A

ACKNOWLEDGEMENT OF ADDENDUM

REQUEST FOR PROPOSAL
FOR CONSTRUCTION MANAGEMENT;
CONSTRUCTION INSPECTION;

CONSTRUCTION ADMINISTRATION AND TESTING SERVICES

FOR CYPRESS WATER PRODUCTION FACILITY (CWPF) UPGRADES
ADDENDUM No.1
Complete and sign this acknowledgement form. Enclose the original copy of the acknowledgement in your proposal. Failure to do so may result in disqualification of your firm's proposal.

The undersigned acknowledges receipt of Addendum No. 1 dated June 18, 2020.

ATTEST: Lz :z:;;q_ Principal: '"
Address: 553 Wald, Irvine, CA 92618
By: Emin Kayiran, CPII
Title: Director of Construction Management
CITY HALL OFFICES• 24300 NARBONNE A VENUE, LOMITA• CALIFORNIA 90717 (310) 325-7110 • FAX (310) 325-4024 • www.lomita.com/cityhall April 4, 2023, Reg CC Mtg., Page # 51
DocuSign Envelope ID: 09CC5FF3-8133-4D6D-AC 1 E-DE979998496A

ACKNOWLEDGEMENT OF ADDENDUM

REQUEST FOR PROPOSAL
FOR CONSTRUCTION MANAGEMENT;
CONSTRUCTION INSPECTION;

CONSTRUCTION ADMINISTRATION AND TESTING SERVICES

FOR CYPRESS WATER PRODUCTION FACILITY (CWPF) UPGRADES
ADDENDUM No. 2
Complete and sign this acknowledgement form. Enclose the original copy of the acknowledgement in your proposal. Failure to do so may result in disqualification of your firm's proposal.

The undersigned acknowledges receipt of Addendum No. 2 dated July 1, 2020.

ATTEST: - Principal:

Address: 553 Wald, Irvine, CA 92618
By: Emin Kayiran, CPII
Title: Director of Construction Management Services
CITY HALL OFFICES • 24300 NARBONNE A VENUE, LOMITA • CALIFORNIA 90717 (310) 325-7110 • FAX (310) 325-4024 • www.lomita.com/cityhall April 4, 2023, Reg CC Mtg., Page # 52
DocuSign Envelope ID: 09CC5FF3-8133-4D6D-AC1 E-DE979998496A

SECTION

TABLE OF CONTENTS

RFP FORCWPF
CM, CA & INSP.

Cover Letter .. .............................................................................................. .. ............................ ........... ..... ................ .. .. ........ 1 Qualifications and Experience .......................................................................................................................................................... 3 Scope of Work and Project Approach ............................ ................................................... .. ............................................................ 13 Project Schedule .................................................... .................................. .............. ......................................................................... 21 ••• Fee estimate is being submitted under separated PDF document as requested in the RFP AKM Prop 20. 1059 2
April 4, 2023, Reg CC Mtg., Page # 53
Qualifications, Related Experience, and References
Firm Profile
AKM, a SBA Certified Small Business Enterprise, is a multi-disciplined professional organization that specializes in providing water resource infrastructure engineering and related services to public agencies. AKM has a current staff of twenty-three (23) employees who operate out of our office strategically located in Irvine at the intersection of the 5 and 405 Freeways. Contact information is as follows:

Legal Name of Firm: AKM CONSULTING ENGINEERS, INC. - 553 Wald, Irvine, California 92618 www.akmce.com
Year Firm Established: 1990
Contact Information: Emin Kayiran, CPII, Director of Construction Management Services [email protected] Phone: (949) 753-7333 FAX: (949) 753-7320 General Description: California Corporation
Federal Employer ID: 33-0422066
Number of Employees: 23 (8 Construction Managers/Inspectors) The scope of services offered by AKM includes all facets of planning, design and construction management for public works infrastructure. The focus of our experience is within Southern California, and all key project team members are fully acquainted with the local and regional issues affecting the planning, design and construction of water resource infrastructure in the area. This, along with the technical and managerial depth of the team, will ensure the successful implementation of the project. AKM has completed construction management and inspection assignments for the following agencies:
■ City of El Segundo ■ City of Garden Grove
■ City of Cypress ■ City of San Clemente
■ City of Newport Beach ■ City of San Juan Capistrano
■ City of Fountain Valley ■ City of Seal Beach
■ City of Ontario ■ City of Alhambra
■ Garden Grove Sanitary District ■ Orange County Water District ■ West Basin MWD ■ Moulton Niguel Water District
■ City of Stanton ■ South Coast Water District
■
■
■
■
■
■
■
■
City of Santa Fe Springs
City of Tustin
City of Palos Verdes Estates
City of Corona
City of Arcadia
Orchard Dale Water District
City of Long Beach
City of Paramount
The scope of services offered by AKM includes all facets of planning, design and construction management for public works construction projects. We have a long and distinguished record of providing on-call services to public agencies. A full listing of services offered by AKM is as follows:

CONSTRUCTION MANAGEMENT AND SUP.P.ORT
■ Contract Administration ■ Resident and Field Services ■ Inspection ■ Procurement
■ Construction Mana ement ■ Start-U and Acee lance
STORMWATER WASTEWATER P.OTABLE
■ Master Plans
■ Water Treatment
■ Water Reclamation
■ Odor Control
■ Solids Handling
■ Outfalls
■ Collection Facilities
■ Pum and Lift Stations
■ Supervisory Control and Data
Acquisition (SCADA)
AKM Prop 20. 1059
■ Storm Drains and Channels
■ Detention Basins
■ Permitting and Regulatory Compliance
■ Pipeline and Transmission Facilities
■ Wells
■ Storage Facilities

TECHNICAL SERVICES
■ Geographic Information Systems
■ Operations and Maintenance
■ Project Close-Out
■ Estimating
■ Schedule and Dela Anal sis
■ Deficiency Reports and Inventories
■ Capital and Facilities Plans
■ Improvement Plans
■ Hydraulic Analysis
■ Hydraulic Structures
■ Reservoirs and Lakes
■ Water Quality
■ GADD (Microstation, AutoCAD)
■ Scheduling
3 April 4, 2023, Reg CC Mtg., Page # 54
DocuSign Envelope ID· 09CC5FF3-8133-4D6D-AC1E-DE979998496A

PLANNING
• Project Planning • Economic and Financial Planning
■ Potable Water, Recycled • Conjunctive Use Planning
• Rate Studies

RFPFORCWPF
CM, CA & INSP.

Water, Waste Water, and
Storm Water Master Plans
• Sewer System Management Plans
(SSMP)
■ Urban Water Management Plans
• Water Supply Assessments
• Facility Planning
Technical Staff
The technical staff of AKM is comprised of recognized experts in public works planning, design, construction, operations and management. Every assignment is managed by senior level staff to ensure that the project receives detailed attention. All work is thoroughly reviewed by senior company officers prior to any milestone submittal. The proposed AKM construction management and inspection team includes the following members. Detailed descriptions and resumes can be found in the Proposed Staffing and Project Organization, as requested in the RFP:
• Zeki Kayiran, P.E. , Principal-in-Charge
• Emin Kayiran, CPII, Construction Manager/ Resident Engineer • Steve Patterson, Construction Inspector
ualifications
AKM Consulting Engineers, by virtue of its extensive relevant experience, specialized training, local knowledge, and technical competence, can provide the City of Lomita with high quality construction management, and inspection services, quickly, and at a lower overall cost than our competitors. Our staff members possess experience directly related to all facets of construction management and inspection with significant experience in water facilities including pipelines, pumping facilities, and treatment plants.

Because AKM is a full service engineering firm, our team has an extremely well rounded background in all facets of public infrastructure engineering, many having worked on multiple design and master planning assignments. This level of experience enables our team to approach construction projects on a much deeper level since they understand design and overall planning implications on the City's infrastructure and systems as a whole. AKM also retains an in-house staff of computer-aided drafting professionals and can support the City with any of their CAD needs.

Full client satisfaction is a corporate commitment at AKM. This is reflected in a very high repeat client base (over 92%), our standing in the industry as a premier public infrastructure engineering company, low insurance rates, and a very stable work force.

Proposed Staffing and Project Organization
Summary of Unique Qualifications
Our proposed team has provided similar
services for several agencies in the surrounding
area including WRD, who is partially funding the
project
All proposed team members have provided
water resource construction management and
inspection services for the past 16 years
AKM team members are recognized experts
specializing in the field of water resources
infrastructure
Unrivaled responsiveness to the City of Lomita
and project needs. Our day does not end at
5:00 PM
Proven track record of similar projects
Our Construction Manager and Construction
Inspector has a wealth of experience in all
disciplines required for the proposed work
including, treatment systems and equipment,
chemical piping, valves, piping systems,
specialty coatings, electrical, instrumentation
and SCADA integration.

Our Construction Inspector has inspected
numerous similar facilities as a consultant and
while working directly for a public agency.

The City will have access to a full service
engineering firm who can also provide
engineering support, design, CAD and planning
All construction management and administrative_ support services performed by AKM are structured to respond to the technical and managerial requirements of the project by assigning senior, highly qualified personnel to the work. They will function in a simple organization with clear lines of delegated authority and responsibility. The key to successful completion of the work for the City will be the Construction Manager and Inspector. They will be responsible for day-to-day communications with the City, the Contractor, interfacing with the public, and in many ways, their effectiveness will dictate how efficiently the project is completed. These positions require persons who are knowledgeable of the project's plans and specifications; possess excellent communications skills, are confident, have direct experience managing similar projects with similar key issues, and are capable of exercising basic fairness when confronted with conflicts or differences of opinions, while still protecting the City's interests and those of the project. In selecting our proposed Construction Management Team and developing the staffing plan, AKM's objective was to provide an optimum mix of technical AKM Prop 20. 1059 4
April 4, 2023, Reg CC Mtg., Page # 55
DocuSign Envelope ID. 09CC5FF3-8133-4D6D-AC1E-DE97999B496A

RFPFORCWPF
CM, CA & INSP.
experience, hands-on field experience, as well as individuals who have successfully handled and navigated through water well and treatment facility projects, while all the while attending to concerns of the public and outside stakeholders.

Our proposed Construction Inspector is able to inspect electrical and control systems, as well as coating and lining systems for water applications. It is a requirement for all AKM Construction Management Team Members to possess the ability to inspect these aspects of construction. As such, there is a greater level of inspection continuity and quality assurance amongst the various aspects of construction since it inspected by the same individual. Often times when projects are staffed with multiple inspectors assigned to individual trades, inspection responsibilities become blurred and important details are over-looked. This also enables AKM to have greater control over the quality of inspections and translates to cost savings for the City.

Our proposed team will remain available for the duration of the project. Key personnel will not be reassigned without the City's written approval.

Additionally, because AKM is a full service engineering consulting firm, the proposed Project Team has intimate understanding of construction and maintenance projects from the projects' initial planning and design, through the bid process and construction, and to project close out and warrantee periods.

CITY OF LOMITA
Principal In Charge
Zekl Kaylran, P.E.

AKM Consulting Engineers (Irvine, CA)
I Construction Manager / Resident
Engineer
Emln Kaylran, CPII
AKM Consulting Engineers (Irvine, CA)
I
Construction Inspector
Steve Patterson
AKM Consulting Engineers (Irvine, CA)
I Material Testing / Special Inspection
Garreth Saiki, P.E., C.E.G
Ninyo and Moore (Irvine, CA) ~ - - --- ---- - ------ ---- - - ---- ---- - --- --- - - ---- -- - Project Team
ZEKI KAYIRAN, PE- Principal in charge
Registration: RCE CA C29330; Years of Experience: 46; Years with AKM: 30 Availability: 5% time commitment
Jl
Mr. Zeki Kayiran, P.E., will be the Principal in Charge. In this capacity, he will provide project technical oversight and management direction. He will ensure that adequate and appropriate resources shall remain available to the project for the entire duration. He will be available to contribute in all project-related matters. His responsibilities will include:
• Exploring innovative technical approaches from the beginning of the project. • Providing technical guidance to the project team throughout the project. • Lead the technical review during the Constructability Review • Review the work weekly, as it is developed, to ensure its accuracy and timely completion.

EMIN KA YIRAN, CPII - Construction Manager/Resident Engineer Registration: APWA Certified Public Infrastructure Inspector; Years of Experience: 16; Years with AKM: 16 Availability: 35% time commitment
Mr. Emin Kayiran, CPII, is the Director of Construction Management Services with AKM. He has over 16 years of responsible experience in the inspection and construction m_anagement of treatment facilities, wells, pump stations and other pumping facilities, reservoirs, pipelines, forcemains, complex reinforced concrete structures, sumps, wet wells and valve vaults, sheet piling, deep excavations, ground remediation, dewatering, shut-downs, tie-ins, commissioning and testing, installation of emergency power generators and automatic transfer switches, electrical and control systems for water resource facilities, as well as special protective linings and coatings.

Mr. Kayiran also possesses a wealth of experience in managing, coordinating and overseeing materials testing, and special inspection during the construction of water resources facilities. Several of the Mr. Kayiran's completed projects involved close coordination amongst the project owner, their operations staff, outside stakeholders and the Contractor in order to achieve varying project objectives within constrained project sites and scheduling timeframes. He has the requisite knowledge, experience and demonstrated ability for successfully completing challenging work with demanding schedules and budgets.

Mr. Kayiran recently served as a Subject Matter Expert for the American Public Works Association in support of an overhaul of their public infrastructure inspection training and certification material. During this effort, he co-authored a new training module on the inspection of pumping and treatment facilities for inclusion in the updated manual which was published in April of 2019.

Additionally, Mr. Kayiran has provided claims management, cost control, change order preparation, change order negotiation, warrantee inspections, schedule review and analysis, warrantee work coordination with contractors and constructability review services to special districts and municipal agencies. He is trained in schedule and delay analysis including Primavera P6.

He will serve as AKM's responsible representative for the Professional Services Contract for the duration of the Project and be responsible for review of all consultant invoices and preparation of AKM's monthly invoice to the City. Mr. Kayiran will additionally preside over all schedule reviews and develop the project specific management and inspection plan and oversee its implementation.

AKM Prop 20. 1059 5
April 4, 2023, Reg CC Mtg., Page # 56
STEVE PATTERSON - Construction Inspector
Years of Experience: 33' Years with AKM : 12 Availabilitv: 100% time commitment Mr. Steve Patterson, a Construction Manager and Senior Construction Inspector with AKM since 2008, has over 30 years of public infrastructure construction, operation, maintenance, and design experience. Mr. Patterson has significant experience managing and inspecting construction with an emphasis in public works capital improvement projects. He has served as a Utilities Operations Supervisor for a municipally owned water/wastewater utility. Additionally, Mr. Patterson has thorough knowledge of, and training in occupational hazards and safety precautions and requirements as they pertain to the construction , operations and repair of public works infrastructure, treatment facilities and chemical systems.

GARRETH SAIKI, P.E., G.E. - Material Testing
ReQistration: RD California 3841 , CEG CA 1198; Years of Experience:25 Availabilitv: 10% time commitment Ninyo & Moore, was incorporated in 1986 to provide high-quality consulting services in geotechnical engineering, construction inspection and testing, engineering geology, hydrogeology, hazardous waste remediation and environmental assessment. Ninyo & Moore has been involved in projects encompassing most aspects of geotechnical engineering, including pump stations, storm drains, channels, pipelines, dams, sound walls, roads, highways, reservoirs, treatment plants, sewers, landfills, and other public and private works. Ninyo and Moore has provided geotechnical services on AKM projects for over 25 years. Overall direction will be under Mr.

Garreth Saiki, a Principal Engineer for Ninyo & Moore, with over 25 years of experience. --------- - ------------- - -
Experience - - ----- - - --- - - ------ - - ---- ---- ---- --- --------- - -- - - - - ------ AKM has provided construction management, inspection, and engineering support services, consisting of pre-construction phase services including evaluation of bids, recommending the lowest responsible bidder, preparing Contractor prequalification packages; constructability reviews; value engineering; pre-purchased equipment procurement; development of project procedure manuals; construction phase services including pre-construction meetings, pre-construction documentation of site and surrounding area, shop drawing reviews, responding to RFl's, evaluating and responding to change order requests, construction inspection, weekly progress review meetings, specialty inspections, daily inspection reports including extensive photographic documentation, monthly reports documenting the entire month's activities; and post-construction services consisting of final inspection, final reports, final testing, punch list preparation, overseeing the completion of the punch list, start-up services, and project close-out. Contacts are included with each project for your reference.

EDWARD C. LITTLE WATER RECYCLING FACILITY R.O. CLEAN IN PLACE WASTE DISCHARGE PROJECT West Basin Municipal Water District -17140 S. Avalon Blvd., Suite 210, Carson, CA 90746 Contact: Mr. Rajen Budhia, Currently at Metropolitan Water District [email protected] Bid-Build : Construction Cost: $6,400,000 A/E Fee: $1,163,580 Schedule: 12/2016-12/2018 Role: Prime Construction Management I Inspection Contractor: Kiewit Infrastructure West Co.

AKM Staff: E. Kayiran (PM/Construction Manager); S. Patterson (Resident Engineer/Lead Inspector) AKM provided construction management and inspection services for the project. Which was within an existing water treatment plant.

AKM's team was stationed on-site in a construction trailer to support the project which involved sequestering and then neutralizing the clean-in-place solution waste for the existing reverse osmosis (RO) system in order to discharge to the local sewer system as opposed to the treatment facility's brine line, which it previously was discharging to. Specific project work elements included demolition of an existing solids contact clarifier and construction of two cast-in-place reinforced concrete neutralization tanks for the RO cleanin-place waste, including a corrosion resistant coating, discharge and recirculation pumps, associated valves and piping; construction of a new RO clean-in-place waste sump for the collection of RO clean-in-place discharge from the RO trains including new pumps, piping and instrumentation; rehabilitation of the existing RO waste sumps 1, 2, and 3 including a new coating system, pumps, instrumentation and controls; new sodium hydroxide transfer feed pump including new piping and instrumentation; and a new sodium hydroxide day tank and modifications to the existing sulfuric acid tank farm including 2 new metering pumps.

Problems/Issues: The project required over 23 system shutdowns within the plant which had to be carefully planned and coordinated with both West Basin as well as their contracted Plant operator Suez. Not completing work within predetermined shutdown durations was not an option as the District faced large financial fees from their large use customers if recycled water service is delayed any longer than the shutdown duration. AKM was instrumental in coordinating all of the necessary parties to discuss and perform field walk-th roughs of the shutdowns.

AKM Prop 20. 1059 6
April 4, 2023, Reg CC Mtg., Page # 57
Several unforeseen conditions, like subsurface
facility conflicts were encountered onsite. As a
result, the AKM field team worked cooperatively
with the Contractor, West Basin, and the design
engineer of record to find alternate routes for the
installation of several large electrical duct banks,
as well as other underground utilities.

The final result was a properly constructed project
that was tested and is currently operating as
designed.

LONG BEACH MUNICIPAL STORMWATER TREATMENT FACILITY (LB-MUST) CITY OF LONG BEACH-411 W. OCEAN BLVD., 5TH FLOOR, LONG BEACH, CA 90805 CONTACT: MR. ALVIN PAPA, P.E., CITY ENGINEER (562) 750-6386 [email protected] CONSTRUCTION COST: $45,000,000 A/E FEE: $510,290 (TO DATE) SCHEDULE: 1/2017-12/2021 Role: Prime Construction Management/ Inspection Contractor: Phase I - All American, Phase II - SullyMiller/Keller, Phase Ill - TBD AKM STAFF: Z KAY/RAN (QA/QC); E. KAY/RAN (PM/CM); S. PATTERSON (INSPECTION) AKM is currently providing construction management, inspection, and design quality control services for the City of Long Beach Municipal Urban Stormwater Treatment (LB-MUST) Facility. The project will intercept non-stormwater runoff and a percentage of the first-flush storm flows generated within the City of Long Beach urban watersheds prior to discharging to existing storm drain outfalls flowing into the Los Angeles (LA) River and the Los Angeles River Estuary.

A majority of the City's urban drainage systems are older facilities, which were originally designed with the focus on flood protection and are not currently equipped to address urban stormwater pollution. The proposed LB-MUST facility will assist in the compliance with stormwater pollution and discharge regulations requirements and potentially provide the opportunity as a source for alternative water supply in the future. The intercepted flows from different locations within the City's urban watersheds will be collected and diverted to a centralized downstream advanced treatment facility and storage pond. The key elements of this system include:
• Multiple upper watershed diversions to intercept and collect flows located "in-line" along each of the existing storm drains tributary to the LA River and small diversion pump stations at each diversion structure; • Diverting flows from existing stormwater pump stations through their sump pumps • Hydraulic conveyance systems (pipes and/or open channel) to deliver captured runoff for downstream treatment • Advanced water treatment facility composed of multiple treatment elements and ponds / wetlands • Upper watershed BMPs / storage basin facilities; and
• Potential future benefit as an alternative water supply source.

As the project is divided into three (3) phases (clearing and grubbing/ initial site preparation (underground utilities and ground stabilization), treatment facility construction, and conveyance system construction), AKM recently completed the construction management and inspection of the clearing and grubbing/initial site preparation phase. This phase included clearing and grubbing of the proposed site, initial rough grading of the site, removal of buried railroad tracks and ties, installation of K-rail and fencing around the site, establishment of long term stormwater best management practices (BMPs) for the disturbed area and weekly BMP inspections. The work also required the City to relocate a homeless encampment within the work zone.

AKM is currently providing construction management services for Phase II of the program which includes the construction of a new low voltage electrical service, reconstruction and realignment of the roadway fronting the proposed treatment plant site, underground AKM Prop 20. 1059 7
April 4, 2023, Reg CC Mtg., Page # 58
utilities such as water, storm drain and recycled water, construction of ground improvements consisting of deep soil mixing columns, as well as the installation of 3,100 linear feet of the conveyance pressure pipe system.

AKM is also providing quality control and constructability review of the proposed treatment plant and conveyance system design and will provide construction management and inspection during construction. The treatment process is being designed with the ability to treat both brackish and non-brackish influent flows through separate treatment trains. The treatment process train consists of influent strainers, ceramic membrane ultra-filtration (UF), and an advanced oxidation process (UV/AOP). The ancillary processes include process pumping, process storage tanks, chemical feeding, and air supply. An RO system can be added to the treatment train in the future, downstream of the UV/AOP, to reduce TDS of the effluent and/or provide additional barriers for potential potable reuse. The ceramic membrane system, which consists of two (2) 1 million gallon per day (MGD) units as well as the UV/AOP are currently being pre-purchased by the City. The treatment facility will be housed within a 9,000 square foot cement masonry unit building with electrical, chemical and control rooms, and will include an HVAC system. Deep soil mixing is currently proposed below the building foundation to stabilize the subsurface soil and as a mitigation measure due to liquefaction potential. The building will also contain meeting space, a theater and elevated observation deck with views of the LA River in order to accommodate public education tours.

WELL 12
CITY OF SANTA FESPRINGS-11710 TELEGRAPH ROAD, SANTA FE SPRINGS, CA 90670 CONTACT: MR. FRANK BEACH, UTILITIES SERVICES MANAGER (562) 868-0511 [email protected] CONSTRUCTION COST: $2,100,000 A/E FEES: $168,522 Role: Prime Construction Management/ Inspection AKM Staff: E. Kayiran (PM), S. Patterson (CM/Inspection) The City of Santa Fe Springs retained AKM Consulting Engineers to provide construction management services for the Equipping of Well 12. The new well was drilled to replace the City's Well No. 2, which was removed from operation due to arsenic levels in excess of the EPA maximum contaminant level. The work included: Installation of a 250 HP, 2000 gpm deep well vertical turbine pump and inverter duty motor; construction of 16-inch discharge piping, including valves, flowmeter, sand separator and connection to an existing 12-inch ACP watermain; construction of a pump to waste system including piping, valves, flowmeter and sand settling basin; installation of a bulk storage sodium hypochlorite system and pre-engineered feed system; installation of an aqua-ammonia system and pre-engineered feed system; installation of a 600 amp switchboard and motor control center, including a 250 HP VFD with a solid state bypass starter; installation of a well pump control panel and RTU; construction of a 1500 SF block building housing the new pump, chlorination equipment, aqua-ammonia tank, and electrical equipment; construction of an asphalt paved yard area; construction of perimeter block wall and motorized sliding gate with laser security system.

WRD
LEO J. VANDER LANDS WATER TREATMENT FACILITY CALCIUM CHLORIDE BULK STORAGE EXPANSION WATER REPLENISHMENT DISTRICT· 4040 PARAMOUNT BLVD., LAKEWOOD, CA 90712 CONTACT: JESSICA Koop (562) 275-4219 [email protected]
CONSTRUCTION COST:$ $600,000 A/E FEES:$ $198,000 Role: Prime Construction Management I Inspection Contractor: Pascal and Ludwig AKM STAFF: E. KAYIRAN (PM). S. PATTERSON (CM/INSPECTOR) AKM is currently providing Construction Management and Inspection services for the LVL Calcium Chloride Bulk Storage Expansion Project which entails an expansion of the existing calcium chloride bulk storage system within the Leo J. Vander Lans Advanced Water AKM Prop 20. 1059 8
April 4, 2023, Reg CC Mtg., Page # 59
Treatment Facility (LVLAWTF). The Project is providing a new 5,000 gallon tank resulting in total storage capacity of 10,000 gallons. Construction elements necessary for
completion of the system expansion include demolition
work and clearing of the proposed location of the expanded bulk storage system, relocation of an existing RO pilot system and termination of associated piping, conduit and wire; potholing of existing utilities and verification of the availability of existing spare electrical conduits; construction of a steel framed canopy and roof including a reinforced concrete slab and containment wall coated with a corrosion resistant coating; new double containment piping, chemical pipe trench, and valves including a new calcium chloride fill station and a connection to the calcium chloride metering system; installation of a new 5,000 gallon high density polyethylene calcium chloride storage tank; new electrical conduit and conductors, new instrumentation, as well as integration with the existing SCADA system. The project is currently substantially complete and in the closeout phase.

EQUPPING OF WELL 16AND TREATMENT PLANT
CITY OF PARAM0UNT-16400 COLORADO AVENUE, PARAMOUNT, CA 90723 CONTACT: MS. ADRIANA FIGUEROA, DIRECTOR OF PUBLIC WORKS (562) 220-2100 CONSTRUCTION COST: $6,800,000 A/E FEES: $499,832 Role: Prime Construction Management/ Inspection AKM Staff: E. Kayiran (PM/CM)
AKM is currently providing Construction Management, Inspection and Testing services to the City of Paramount for the project which includes equipping City Well No. 16 with pump, motor, building, piping and appurtenances, and the construction of a Manganese (MN) and future Arsenic (AR) Treatment System to treat approximately 3400 gpm of flow from City Well No. 16. The treatment system raw water quality for design purposes was assumed to have an arsenic (AR) concentration of 12 µg/lit, and a manganese concentration of 59 µg/lit. Removals should provide a finished water quality with an MN of 2 µg/lit. The facility is designed for expansion to be able to treat and remove AR down to 2 µg/lit if in the future it exceeds the primary MCL level of 10 µg/lit in the well water. In addition, the work of this Contract will include the destruction of Well No. 13 and the demolition of the Well No. 13 site. The Contractor will be required to remove, salvage and transport to Well No. 16 several of the existing facilities/equipment at Well No. 13 including treatment vessels and the existing backwash tank.

NINYO AND MOORE GEOTECHNICAL EXPERIENCE
• Jurupa Community Services District Pyrite Creek/Regional Wastewater, Jurupa Valley, California • Michelson Biosolids and Energy Recovery, Irvine, California • Elsinore Valley Municipal Water District, On-Call Geotechnical and Materials Testing Services, Lake Elsinore • Elsinore Valley Municipal Water District, Relocation of the Sewer in San Joaquin Drive West Project, Canyon Lake, California • Elsinore Valley Municipal Water District, Pottery Street Sewer Replacement, Lake Elsinore • Elsinore Valley Municipal Water District, Water System Improvements in Lakeland Village project located in Lake Elsinore • Elsinore Valley Municipal Water District, Country Club Heights Water System Improvements, Lake Elsinore • Inland Empire Utilities Agency On-Call Geotechnical Materials Testing and Inspection Services • Orange County Sanitation District, On-Call Geotechnical, Materials Testing, and Inspection Services for Collection Systems and Treatment Plant Projects
• OCSD NewHope-Placentia Trunk Sewer Replacement, Anaheim and Fullerton, CA • West Basin Municipal Water District, Harbor Area Recycled Water Pipeline, Carson, California • Water Replenishment District, GRIP Recycled Water Project Various, CA AKM Prop 20. 1059 9
April 4, 2023, Reg CC Mtg., Page # 60
t9t: ,,-,.,
=== ---
---
---
MR. ZEKI KAYIRAN, P.E.

[email protected]
Project Role: Principal in
Charge / QA/QC
Professional Registration:

Registered Civil Engineer,
California (C29330)
Education: MS, Civil
Engineering - California
State University, Long
Beach; BS, Civil Engineering
- Robert College
Years of Experience: 46
Mr. Kayiran provides comprehensive technical and management expertise in the planning and design of a wide variety of engineering projects. His professional background includes a blend of consulting engineering and academic experience, including a part-time instruction in the field of fluid mechanics and hydraulic design at California State University, Long Beach. He has been teaching water system planning and water facility design as part of the senior design class at University of California, Irvine. Mr. Kayiran's experience includes the following:
• Resin Treatment of PFAS at Wells 903 and 833 for Bellflower Somerset Mutual Water Company - Principal in Charge and QA/QC Manager for DOW engineering report, full scale pilot study, final design of a 900 gpm and 600 gpm wellhead treatment facilities, and final permit amendment.
• PFAS Treatment Plant for South Montebello Irrigation District - Principal in Charge and QA/QC Manager for design of the 4,000 gpm ion exchange treatment plant to treat the effluent of the new Well 8 and existing Wells 3 and 5, including DOW engineering report, full scale pilot study, final design, and final permit amendment. • PFAS Treatment Alternatives Study for Montebello Land and Water CompanyPrincipal in Charge and QA/QC Manager for the project evaluating GAC and ion exchange treatment of the effluent from six (6) existing, and one (1) new well, developing capital, operation and maintenance, and life cycle costs each alternative, and providing recommendations for one central plant to treat the effluent from five (5) existing and one (1) new well, as well as one (1) on-site ion exchange treatment plant for one (1) existing well.
• Resin Treatment of Perchlorate and Nitrate Sources (Ion Exchange Treatment Plant) for the City of Corona - Principal in Charge and QA/QC Manager for the project consisting of the preparation of plans and construction support for a 5 mgd groundwater treatment facility with cartridge filters, on-site and off-site piping, perchlorate removal vessels, and nitrate removal vessels, disinfection, chemical pump and storage, brine system, and treatment building.
• Ground Water Recovery Plant Expansion for the San Juan Capistrano - Principal in Charge and QA/QC Manager for the design an expansion of the City of San Juan Capistrano's GWRP. The expansion project upgrades the GWRP expanding the Reverse Osmosis (R.O.) plant from 5 to 7.5 mgd, including new chemical storage and feed systems, converting from potassium permanganate to sodium permanganate in their greensand filters, adding additional capacity to the R.O. filters by increasing the flux rate and adding a new cartridge filter, new R.O. feed pumps, additional finished water storage, chlorine disinfection prior to finished water storage.
• Temescal Desalter Plant for the City of Corona - Principal in Charge and QA/QC manager for the project which expanded the capacity of the Desalter from 10 to 15 MGD. The project included drilling, development and equipping of Wells 11A and 16; VO wellhead treatment at Well 11A; R.O membrane replacement; various chemical feed systems, acid feed modifications, chemical storage, plant brine line relocation, pipelines, disinfection upgrades, and emergency de-chlorination facilities. • Sierra Del Oro Water Treatment Plant • Sedimentation Basin Modifications for the City of Corona - Principal in Charge and QA/QC Manager for the project which consisted of removal of existing traveling bridges and cog rails in the primary sedimentation basins and replacement with chain and flight sludge collector systems. The project also included basin structural modifications, installation of cross-feed auger collectors and air lift sludge pumps. The project increased the reliability of the basins and allowed for the installation of future tube settlers in the sedimentation basins to increase basin performance. • Iron and Manganese Treatment Plant Improvements for the City of San Clemente • Project Manager for upgrading the plant that treats the effluent of Wells 6 and 7 in two separate vessels with Filtronics media.

AKM Prop 20. 1059 10
April 4, 2023, Reg CC Mtg., Page # 61
DocuSign Envelope ID: 09CC5FF3-8133-4O6D-AC1E-DE97999B496A ........
--- --- --- --- Mr. Emin Kayiran, CPII
Role: Construction
Manager /Resident
Engineer
Professional Registration
APWA- Certified Public
Infrastructure Inspector;
Resident Engineers
Academy CAL TRANS
Education
B.S. in Business
Administration; Finance
and Entrepreneurship,
University of Arizona,
Tucson; Civil Engineering
Studies, Civil Engineering/
Construction Management,
Cal State University, Long
Beach
Years Experience: 16
Years with AKM: 16

RFPFORCWPF
CM, CA & INSP.

Mr. Emin Kayiran, CPII, is the Director of Construction Management Services with AKM.

He has over 16 years of responsible experience in the inspection and construction management of treatment facilities, wells, pump stations and pumping facilities, pipelines, forcemains, complex reinforced concrete structures including, concrete tanks within treatment facilities, sumps, wet wells and valve vaults, sheet piling, deep excavations, ground remediation, dewatering, shut-downs, tie-ins, commissioning and testing, installation of emergency power generators and automatic transfer switches, electrical and control systems for water resource facilities, as well as special protective linings and coatings. Mr. Kayiran also possesses a wealth of experience in managing, coordinating and overseeing materials testing, and special inspection during the construction of water resources facilities. Several of the Mr. Kayiran's completed projects involved close coordination amongst the project owner, their operations staff, outside stakeholders and the Contractor in order to achieve varying project objectives within constrained project sites and scheduling timeframes.
■ Title 22 Filter 9 and 8 Repair for West Basin Municipal Water District - AKM Consulting Engineers provided construction management and inspection ■ LVL Calcium Chloride Tank Replacement Project for Water Replenishment District of Southern California - Project Manager
■ Torrance Refinery Water Recycling Plant, Surge Arrest System Pipe Modifications for West Basin Municipal Water District - Construction Manager ■ Edward C. Little Water Recycling Facility Clean-in-Place Waste Discharge Project - Project Manager/ Construction Manager
■ R.O. Train 5 Low Fouling Membrane Test Equipment for West Basin Municipal Water District - Construction Manager
• Phase IV Optimization and Mobile Microfiltration Trailer Project for West Basin Municipal Water District - Construction Manager
• Equipping of Well 16 and Treatment Plant for the City of Paramount • Water Reclamation Facility #1 and Recycled Water Distribution System Field Engineering for the City of Corona
• Equipping of Well 31 and Lampson Reservoir Booster Station Improvements for the City of Garden Grove - Construction Manager and Resident Engineer
• Inspection Services for the Citywide Recycled Water Facilities Project "A" for the City of Corona - Deputy Resident Engineer • Navy Booster Station & Reservoir Upgrade for the City of Seal Beach - Construction Manager • Reservoir 1 Booster Pump Station for the City of Fountain Valley - Project Manager and Lead Inspector ■ Alamitos Seawater Barrier Improvement Project for the Orange County Water District - Project and construction manager ■ Well 12 for the City of Santa Fe Springs - Project Manager ■ Dace Well No. 2 for Golden State Water Company- Inspection Supervisor ■ Equipping of Well 9 for the City of Fountain Valley -Alternate Resident Engineer ■ Well No. 28 Modifications and Nitrate Monitoring System for the City of Garden Grove- Construction Manager and Resident Inspector • Equipping of the Pasadena Avenue Well for the City of Tustin - Resident Engineer • Joint Transmission Main Vault Upgrades for South Coast Water District - Project Manager ■ Watermain Improvements at Center, Walnut, and Maple for the City of El Segundo - Project Manager AKM Prop 20. 1059 11
April 4, 2023, Reg CC Mtg., Page # 62
----
---- ---- -- ......
--- --- --- --- Mr. Steve Patterson
Role: Construction
Inspector
Years of Experience: 33
Years with AKM: 12
Examples of these projects are as follows:

Steve Patterson is a Construction Manager with AKM Consulting Engineers, and has over 30 years experience in the Water/Wastewater Utilities field, during which time water distribution system design, construction, operations, maintenance, and repair, of water and wastewater infrastructure have been the emphasis of his career. He has numerous certifications, training and knowledge pertaining to the safe and reliable construction, operation and maintenance of water and wastewater infrastructure.

Mr. Patterson served for 18 years with a municipally owned water and wastewater utilities department as an Operations Supervisor, responsible for the supervision and operations of a comprehensive repair, inspection and monitoring program. (50,000 customers, 18,000 service connections, 1.5MGD Ground Water Treatment plant, 2 ground water wells, 200 miles of pipe from 6" to 30", 33 pressure zones, 16 water storage facilities, 15 pump stations, 88 pressure/flow regulating stations, and upwards of 20 subordinate employees).

Mr. Patterson has participated in the design, construction, inspection, implementation and management of numerous operational, rehabilitation, and capital improvement projects. • LVL Calcium Chloride Tank Replacement Project for Water Replenishment District of Southern California - Construction Manager/Inspector - AKM provided construction management and inspection services for the project which included furnishing and installing a Calcium Chloride bulk storage containment area, 5,000 gallon bulk storage tank, mechanical piping and trenches, associated electrical and instrumentation.
• Orange County Water District Imperial Headgates and Weir Pond Project - Resident Engineer for the removal and installation of a new Trash Rack and Monorail Gripper system of river debris; Electrical improvements; removal and replacement of (3) 54- inch Sluice Gates and Electric Actuators; demolition and construction of a 500 CFS Concrete Flume Structure; construction of (2) 100-feet long concrete Weir structures.
• Edward C. Little Water Recycling Facility Clean-in-Place Waste Discharge Project for West Basin Municipal Water District - Chief Field Engineer for the project which involved sequestering and then neutralizing the clean-in-place solution waste for the existing reverse osmosis (RO) system in order to discharge to the local sewer system as opposed to the treatment facilities brine line, which it currently discharges to. Specific project work elements included demolition of an existing solids contact clarifier and construction of two cast-in-place reinforced concrete neutralization tanks for the RO clean-in-place waste, including a corrosion resistant coating, discharge and recirculation pumps, associated valves and piping; construction of a new RO clean-in-place waste sump for the collection of RO clean-in-place discharge from the RO trains including new pumps, piping and instrumentation; rehabilitation of the existing RO waste sumps 1, 2, and 3 including a new coating system, pumps, instrumentation and controls; installation of a new brine line flow meter which required interception of the line, 2 shutdowns and construction of above ground piping; new sodium hydroxide transfer feed pump including new piping and instrumentation; and a new sodium hydroxide day tank and modifications to the existing sulfuric acid tank farm including 2 new metering pumps. • R.O. Train 5 Low Fouling Membrane Test Equipment for West Basin Municipal Water District - Construction Inspector - AKM provided construction management and inspection services for the project that consisted of submittals, purchase, fabrication, installation, and commissioning of equipment and appurtenances required to complete a membrane fouling testing system for the Train 5 R.O. system at the ECLWRF. The R.O. Train 5 is existing equipment that is used to treat water for reuse at the facility. A portion of the Train 5 equipment was modified so that West Basin can evaluate low fouling reverse osmosis membranes located at RO Train 5. The project included the fabrication of welded type 316 stainless steel piping, which was inspected by AKM at an offsite facility, and assembled on site. Also included was PVC piping, instrumentation and the installation of an instrument panel.

AKM presided over commissioning of the equipment provided. • Phase IV Optimization and Mobile Microfiltration Trailer Project for West Basin Municipal Water District - Construction lnspector-AKM is currently providing construction management and inspection services for the Phase IV Optimization and Mobile Microfiltration Trailer Project. The Phase IV work consists of the installation of equipment to add sodium hypochlorite to the cleanin-place process for all six filter basins in the phase IV MF system. The Pall Trailers Mobile Microfiltration work consists of construction of utilities and infrastructure required to support the installation of 2 Pall Microfiltration Trailers at the ECLWRF, north of the Phase 11 microfiltration including clearing and grubbing of an existing area within the plans, construction of reinforced concrete pads for the trailers, installation of chemical systems, equipment and piping for sodium hypochlorite and ferric chloride. Setting of the trailer units, hot tapping existing piping, electrical work including new conduit and wire as well as coordination with the Plant's integrator for development of control screens for the plant SCADA system.

AKM Prop 20. 1059 12
April 4, 2023, Reg CC Mtg., Page # 63
Work Plan
Methodolo
Our goal on any project is to see that quality facilities are constructed on time and within budget, so that such facilities will be a benefit to the community for their full useful life. In addition, AKM's Construction Management Team becomes a close partner and extension of our clients. We are sensitive to the fact that the City's internal staff has a variety of daytoday responsibilities beyond any particular construction project. That being said, we have been extremely successful handling the project management workload for our clients during construction yet still keeping assigned client staff fully abreast of project progress and status. AKM understands that no two agencies or projects are the same, all containing their own unique challenges and nuances. Our Construction Management services are specifically tailored for each client and project to properly serve their best interest and overall project success. It is critical that any project is carefully examined and that the client's goals and objectives are clearly understood by all project participants prior to beginning our services.

For the Project to be successful, detailed and timely attention must be given to the key ■
■
■
■
■
■
■
Key Issues and Project Challenges
Coordination with Multiple Project
Participants
Impact to the Surrounding
Community
Constrained Project Site and
Access
Coordination of Several Trades
Workinq Simultaneously
Equipment Installation and
Verification
Construction completion time
Potential for Utility Conflicts
issues unique to the project. Not addressing the key issues promptly could potentially derail an otherwise successful project. Our approach for successfully completing the Project involves promptly addressing the key project issues.

Coordination with Multi le eroject Participants
The Project will require close and cooperative coordination with multiple outside agencies as well as the City's Engineering and Operations Staff. It is anticipated that on-going communication will be required with the following agencies throughout construction:
• Water Replenishment District of Southern California (WRD) • The Design Engineer
• Supplier and Manufacturer's representatives for onsite services • Other City departments such as City Maintenance Services • Utility Agencies owning facilities within the project boundaries Different entities may have different project concerns and require varying levels of communication. Outside agencies will feel the most at ease and comfortable with the project when they receive clear, timely and accurate information regarding the project. It will also be paramount to understand each party's unique concerns and perspective regarding the project prior to the start of construction, to be able to best plan how to keep them informed. For WRD, who is providing funding for the project, it will be required to coordinate installations of major equipment with their representative so they may present on site. It will also be required to provide all pertinent project notices, change order requests, and Contractor Invoices to WRD.

The project site is within a residential area within very close proximity to existing residences. All projects near the public present a burden to residents. While constructing the proposed facilities including receiving delivery of materials and equipment, traffic on Cypress Street may be impacted, as well as temporary impedance of ingress and egress to properties. Although the Contractor is required to mitigate construction nuisances, it is the Construction Management Team's responsibility to enforce such mitigation measures. The potential always exists for dust and fine debris to create unfavorable conditions for the nearby public. It is understood that the facility had generated public complaints regarding the water quality being produced by the well and the project will therefore be highly visible by the public. The greater the inconvenience to the public, the more the public will become discontent with the projects. Minimizing the burden to the public during construction will be instrumental in achieving a successful project.

Constrained eroject Site and Access
The project site sits on a small footprint and is within an existing facility. While the well is not currently operating, the site access gate is used to access the existing and operable reservoir. Staging equipment and materials, parking for Contractor and Subcontractor workers, as well access for material and equipment deliveries will need to be carefully discussed and planned as on site real estate and the ability to maneuver is minimal. Constant coordination with the Contractor will need to occur to ensure that work, deliveries and staging of equipment is not interfering with each other.

AKM Prop 20. 1059 13
April 4, 2023, Reg CC Mtg., Page # 64
DocuSign Envelope ID: 09CC5FF3-8133-4D6D-AC1E-DE979998496A Coordination of Several Trades Working Simultaneously

RFPFORCWPF
CM, CA & INSP.

The project requires work of a variety of different disciplines to not only be constructed properly, but to be coordinated with each other, many of which will not interface with one another until later in the project. For example, the concrete work must be carefully planned; however it will be critical to consider the interfacing of other work elements such as the mechanical piping, necessary embedment items, location of post-concrete placement anchors relative to reinforcement bar, as well as electrical work such as conduit penetrations.

Approaching the work with a narrow focus on only the task at hand without due consideration for other disciplines can lead to errors and deficient work, required re-work or remediation; all problems that can increase costs and impact schedule. Allowing the various disciplines to forge ahead without coordination and planning would be a recipe for problems. Also, as mentioned above, the project is on a constrained site, therefore space and site logistics must factor into coordination of the various trades.

Equipment Installation and Verification
One of the more overlooked aspects of mechanical treatment facility construction is the process of proper equipment installation, verification and testing. The proposed facility is intended to serve the City and its residents for several years to come, and in order for the facility to function for its full useful life, the equipment must be installed to function properly. To properly facilitate this multistep process, it takes an experienced team who is familiar with the equipment, installation procedures, working with manufacturer's representatives, overseeing individual equipment testing, as well as operator training. Ensuring that the equipment is not only installed pursuant to the manufacture's guidelines, but also that the manufacturer has an authorized representative visit the site to verify the installation, perform any needed calibration or tuning, and provide written certification that the equipment has been installed properly, will be a key responsibility of the Construction Manager and Inspector. It has been our experience that results of system startup and demonstration testing has a higher degree of success when the proper procedures for individual equipment testing and verification are completed. It is also important that the process is followed for warrantee work as manufacturers may deny warrantee claims if a clear verification and installation record is not provided.

In construction, time is always of the essence. Due to the potential impacts to the public and close proximity to residences, there is an even greater need for completing the work within the allotted contract duration. Additionally, the longer the project extends, the greater the burden will be to the residents, increasing complaints, and overall dissatisfaction. Projects which overrun the schedule also tend to result in a higher overall cost when finally completed and could lead to Contractor delay claims.

Potential for Utility and Other Conflicts
Anytime construction occurs within public right-of-way, or involves subsurface construction, an elevated level of risk for conflicts exists.

Utility locations shown on the Contract Drawings usually are carefully located and plotted based on the available existing records. The accuracy of the locations represented on the Contract Drawings is contingent upon the accuracy of the available utility records, and potholing conducted during design (if conducted). A potential utility conflict could result in a redesign of proposed facilities and/or relocation of interfering utilities creating schedule delays, increased costs and longer impacts to the public at large. Conflicts can also occur with nearby property owners where construction impacts to them are not realized until after construction commences. This can create public resistance to the projects and may cause delays while the impacts are mitigated.

Approach to Mitigating Ke Issues and Challenges
What are evident in the paragraphs above are the interrelationships of the key project issues. A direct effect of one of the issues results in an unintended consequence to the others. AKM will effectively, promptly, and proactively monitor and manage these issues for the entire duration of our services on the project. Our methodology for handling the above identified issues is described in the paragraphs below.
\4 Commitment to Documentation
AKM takes great pride in our project document control, believing that effectively managing project documents reduces our client's risk, can help avoid and resolve project disputes, improves project lifecycles, and promotes contractor accountability. We will keep project documentation in strict accordance with the project requirements. Such diligence is a representation to involved parties, including the project funding partner WRD, that prudent project management and administration is being implemented. Project documents will be ready for review and/or audit anytime one is mandated or requested. Our commitment to documentation will also allow the Construction Inspector to verify that all required submittals, schedule updates, and red line drawings are being submitted in a timely manner by the Contractor so that construction progresses as planned. This will also ensure that all resident concerns are thoroughly documented and followed up on so residents understand that they are important stakeholders in the construction process and that we take their concerns seriously.

AKM Prop 20. 1059 14
April 4, 2023, Reg CC Mtg., Page # 65
Capital improvement construction projects are a dynamic and ever evolving endeavor. Circumstances can change without warning and as previously mentioned, time is always of the essence. It is therefore a hallmark of AKM to be extremely responsive to the Contractor, the City, surrounding community, permitting agencies, utilities, as well as any other project stakeholders. We are committed to the project day and night; the project does not end for us at 5:00 PM. AKM will diligently and expeditiously respond to project participants, transmit necessary information, and coordinate between various project participants when necessary. Our commitment to be as responsive as possible will aid in avoiding delays, as well as maintaining good project relationships with all involved parties. This also will aid in maintaining work flow during shutdowns/tie-ins, coordination of and testing the new pipelines and equipment, as well as startup and testing of the facility. There likely will be issues that arise that cannot wait to be addressed and attended to.

Communicate Early and Often
AKM understands that it is part of a team that includes the Contractor, the City, permitting agencies, utility owners, as well as residents sharing in the common goal of project completion on time and within budget. Communications will begin from the commencement of the project, during preconstruction activities, and continue through completion. Coordination and cooperation amongst project participants is best achieved when relationships founded on open communication are established. Such communications will allow AKM to most effectively deal with problems identified with the schedule, delays, utility conflicts, addressing public concerns related to construction and working with the permitting and outside agencies previously mentioned in this section.

We will conduct a productive Preconstruction Scheduling Conference to review the CPM schedule with the Contractor and the City.

It is also proposed that AKM meet with Contractor informally prior to the preconstruction meeting so that our respective project teams can meet and begin building a working relationship. This provides an opportunity for the Contractor to share project concerns and AKM to express expectations prior to being in a room full of the design engineers, the City and outside agencies. The practice of this informal meeting has paid dividends on recent projects building trust between the construction management team and Contractor and setting a collaborative tone for the project.
· '9tl11!Y. sue f!.mj ComR tion
A lagging or drawn out project completion period can create a perception that an otherwise successful project is not successful. Project closeout within the schedule is of the utmost importance to AKM. We will diligently pursue all completion activities including collection of all final compliance paperwork from the Contractor, final payment quantities, the completion of as-built record drawings, final guarantees, warrantees, and final lien releases. Our diligence will help ensure that the project comes to an expeditious closure, that permit requirements are met and closed out within the time limits specified, that the project presents no further burden to the public and adjacent residences, and that the proposed facilities turned over to the City for beneficial use are of the highest quality, and are properly tested to function as intended by the design.

Pro·ect Mana ement & QA/QC
Our Construction Management Team will diligently manage the project budget so not to create cost overruns during the prosecution of our services. Although the Construction Manager will have ultimate responsibility for tracking, managing and reporting budget status to the City, every team member participates in project management. Our Construction Inspector is required to thoroughly review and understand the project specific scope of work prior to beginning our services and to log hours spent on the project daily. The Construction Manager reviews accrued project hours weekly. Additionally, the Construction Manager carefully analyzes project costs and staffing requirements and assigns work hours to project team members accordingly the prior week services are scheduled to be rendered. Adherence to our project budgets relative to construction percent completion based on schedule will be communicated to the City monthly, or at any other interval desired by the City. The City will be notified in writing when reaching budget milestones of 25- percent, SO-percent and 75-percent of total cost exhausted. AKM will not exceed the budget limits agreed to.

AKM's Construction Manager will review all deliverables and will screen Inspector Daily Reports on a daily basis. Our Construction Manager will also perform field visits at least twice a week to keep abreast of project issues and to ensure project goals and objectives are being carried out in the manner planned, and to AKM and the City's quality standard.

Constructabilit Reviews
Our Project Team will conduct a constructability review of the project contract documents including City's front end documents, technical specifications and contract drawings. The overall objective of the constructability review will be to minimize costly changes and delays prior to project commencement, which could significantly reduce resources used during construction to respond to RF ls, change orders and/or resolving claims. The review will also serve to improve upon the overall design package distributed to construction contractors AKM Prop 20. 1059 15
April 4, 2023, Reg CC Mtg., Page # 66
for the purpose of bidding, and to maximize project efficiencies while reducing overall costs and compressing the schedule to the greatest extent possible.

The constructability review will include a review of the plans and specifications to suggest alternatives to materials, equipment, or even designs that can save the City up-front construction costs or long-term maintenance costs. The AKM Project Team will also review the project plans and specifications to identify conflicts, risks, errors, and omissions; assess the general feasibility of the design, verify that sufficient information is provided by the plans and specifications for a Construction Contractor to provide an accurate bid for the proposed project, verify that the documents will yield pricing within budget, verify that sufficient detail is provided for a Contactor to construct the project as intended and avoid costly delays or change orders during construction; contact manufacturers and suppliers of major equipment to determine and/or confirm lead times, assess the reasonableness of the planned project duration, assess the reasonableness of the engineer's estimate, assess traffic impacts and other impacts to the surrounding community; and evaluate project site logistics and constraints. We also anticipate meetings with City's operations and maintenance staff to evaluate long term maintenance concerns with the design and evaluate alternatives geared towards eliminating potential maintenance issues. The findings and conclusions of the constructability review will be documented and presented to the City in a well-organized report.

The entire Project Team will participate and attend the meeting. The agenda will be generated by and meeting conducted by the Construction Manager.

The meeting shall be attended by representatives of the City, the Construction Management Team, the design engineer, the Contractor and their major subcontractors and suppliers, the permitting agencies, consultant and all other project stakeholders such as local authorities including police and fire departments, other affected utility/facility owner's personnel, and any other regulatory agency having jurisdiction over the project. The meeting will review the project objectives, introduce key personnel for the City, AKM, the design engineer, the Contractor and define their roles on the project, discuss the Contractor's initial CPM Construction Schedule; review labor compliance requirements, progress payment procedures, and project record keeping; establish project lines of communication, appropriate project site conduct, and other project procedures; and discuss public relation concerns and procedures.

An agenda will be prepared by AKM and distributed to the City's project staff a minimum of five (5) business days prior to the meeting.

A written record of attendance and detailed meeting minutes of items discussed shall be prepared and distributed to all attendees by AKM. Our meeting minutes will clearly and completely document all items that were discussed including all discussion points raised regarding the items, rather than providing an expanded agenda with bullet points. AKM will distribute a draft copy of the pre-construction meeting minutes to the City for their initial review and comment within two (2) business days of the meeting and prior to distributing the draft minutes to the other attendees for comment. After incorporating all comments, AKM will distribute a final copy of the preconstruction meeting minutes.

A list of Action Items will be created at this meeting and our team will follow up to ensure that the items are taken care of in a timely manner.

A separate meeting is recommended for review of the baseline schedule. The initial baseline schedule review meeting would be conducted by our Construction Manager who will take the lead on schedule reviews and schedule maintenance throughout the project.

Shop Drawings I Submittals • AKM will maintain a project submittal register to track each submittal and identify the date the submittal was received by AKM, the date it was transmitted to the City and the Design Engineer for review, the date the submittal comments are due back to the Contractor, the date the submittal was returned by the City and the Design Engineer and the noted status of the submittal (for example: no exceptions taken, revise and resubmit, make corrections noted or submit specified items). The submittal register will also track each re-submittal as noted above when re-submittal for an item is required. AKM will distribute the comments back to the Contractor as well as the final submittals. The submittal log/schedule will be updated.

Prior to construction, AKM will develop an expected submittal list to use as a tool to compare to the Contractor's initial submittal list.

The two lists will then be collaboratively merged after review and discussion with the City and the Contractor.

We anticipate our Construction Management Team to review certain submittals, (i.e. SWPPP/BMP Plan, CPM schedules, submittal schedule, the schedule of values, the project specific safety plan, Contractor's QA/QC plan, etcetera) we will review all required submittals in a thorough and expeditious manner within the required timeframes to facilitate construction progress.

AKM Prop 20. 1059 16
April 4, 2023, Reg CC Mtg., Page # 67
In the interest of making the most efficient use of the City staff and the Design Engineer's time and resources, all submittals and construction documents will be prescreened by the Construction Management Team prior to transmitting to the City and the Design Engineer so that we may verify that the information is complete, relevant and ready for their review.

During Construction, AKM's Construction Manager and/or Inspector will review all reports, certifications and testing reports, such as mil certifications for reinforcement bar, compaction testing and laboratory materials testing. All tests will be documented and logged. Test reports that are incomplete or indicate non-compliance will be sent to the Contractor for revisions. AKM will discuss the results of the test with the City and provide recommendations for action.

Task 3 - C nsultation and Meetings
Consultation and Meetings - Project Meetings will be conducted by the Construction Manager. He will also develop the agenda and seek input from the City. Our Principal-in-Charge will attend meetings as necessary and when requested by the City.

It is suggested that a brief meeting is conducted between the City and AKM prior to each progress meetings with the Contractor to ensure both parties are on the same page and deliver a consistent message.

Attendees at the progress meetings will include key representatives from the City, AKM, the design engineer, the Contractor, and any other agencies having jurisdiction over the project. The following are typical items that are addressed during meetings: Work completed during the previous 2 weeks, overall schedule review, submittal status, schedule of work for the next two weeks, future items requiring coordination, RFI status, as-built drawing maintenance, progress payments, contract change orders, site maintenance and safety, and Contractor performance relative to project schedule, cost, and frequency of non-compliance notices and/or corrective work.

AKM may schedule special meetings with the Contractor in addition to the progress meetings in order to address issues resulting in any Contractor deficiencies.

Meeting agendas will be provided in advance of the meeting. All meeting minutes will contain action items that resulted from the meeting's discussions. The action items list will be updated and discussed at each meeting to verify that issues are being resolved and do not slip through the cracks. Following the meeting, AKM will draft and distribute meeting minutes within two (2) business days.

RFl's - All requests for information or clarification of interpretations, meaning and intent of the project Contract Documents will be forwarded to the AKM Construction Management Team by the Contractor. Responses to issues pertaining solely to construction activities will generally be addressed by AKM's assigned Construction Manager or Inspector in consultation with the City.

Issues pertaining to project design, interpretation, and/or meaning and intent of the Contract Documents will be forwarded to the Design Engineer for review and response with a copy to the City. A complete log of requests for information or clarifications will be tracked in a log. Our Team will monitor response times and preemptively inform the City of contractual response durations in advance of the deadlines. We will endeavor to return RFI responses within 2 working days; however in no case shall it exceed 5 calendar days.

Task 4- Record Drawings
The Construction Inspector will meet with the Contractor's Project Manager to verify that the as-built drawings are consistent and updated. It is suggested that this review occur directly following each progress meeting. · The Construction Inspector will be responsible for keeping their own as-built drawing set and verify consistency on a regular basis with the Contractor's set. Our set will be completed as a PDF markup. ask 5 - Change Orders
The Construction Manager will be responsible for managing the change order process. The Construction Inspector will provide input necessary for resolution of change orders or claims. When time and material work is ordered, or disputed work arises, time and material or disputed work logs will be maintained by the Construction Inspector.

The entire Construction Management Team will preemptively monitor for potential conflicts that may result in a contract change order.

Daily notations of any conflicts observed or potential contract change orders will be made in the daily reports noting the time of a dispute, time of notification by the Contractor and of any action taken by the Construction Inspector. Detailed accounts of any disputes with the Contractor relating to the project scope of work will also be documented in the daily report. AKM will immediately notify the City in writing when a conflict, dispute, design problem and/or potential contract change order arises. We will also open a "Risk Item" in the project file to track the evolution of the issue.

Our approach to Change Order and Claims Management is to partner with our client and advise them on the merits of the demand, regardless of how small. This effort requires thorough analysis of each issue and goes far beyond simply processing paperwork.

Contract change order proposals and/or claims will be received by the Construction Management Team and reviewed for merit and AKM Prop 20. 1059 17
April 4, 2023, Reg CC Mtg., Page # 68
DocuSign Envelope ID. 09CC5FF3-8133-4D6D-AC1 E-DE97999B496A

RFPFORCWPF
CM, CA & INSP.
reasonableness of cost. The change order or claim will also be forwarded to the City for review and comment. If the change order or claim request is determined to be meritorious through a cooperative effort with the City, AKM will prepare a written justification for the contract change order or claim including a schedule impact analysis, cost estimate, a detailed description of the extra work or claim, background information surrounding the issue, resolution alternatives and recommendations for action. AKM will also negotiate with the Contractor in order to reach a mutually agreeable cost and terms of the change order, or resolution of a claim . AKM will not authorize work or agree to the resolution of a claim without conference with and prior written approval by the City. Final agreements for resolution of claims will be in writing between the City and the Contractor. Conformance with the executed contract change order will be verified during the prosecution of the change order work.

All time extension requests will be reviewed by the Construction Manager. He will carefully analyze the Contractor's submitted time impact analysis and then provide a recommendation for action to the City.

Task 6 - Construction Observatio
We are providing a highly qualified and experienced Construction Inspector to verify compliance of the daily construction work. Daily observation and quality assurance of the proposed work will constitute enforcing strict adherence to the City Standards and regulations; the project plans and specifications and requirements and standards of permitting agencies at all times during the Contractor's prosecution of the work. Inspection services will verify that the construction is in accordance with all Contract Documents. This will be achieved through thorough visual inspections and observations, physical testing, and documentation of all construction activities occurring on site, and material and equipment manufactured or stored off site. Prior to beginning construction, and particular work tasks, the Construction Inspector will be responsible for verifying that the Contractor has all applicable submittals and shop drawings onsite to control the work. He will continually verify that the submillals and shop drawings are adhered to during the work.

Daily reports will be prepared by the Construction Inspector for each day on the project. The daily report will contain a written summary of work completed and all construction activities occurring at the site. The summary will contain specific times and durations that work or events occurred. The daily report will also document weather conditions; drawing and specification references for work completed; traffic control measures taken by the Contractor; quantity of materials used; quantity of materials not used yet stored on site; work completed as a percentage of the appurtenant bid item, equipment on site and whether the equipment was used or idle; time that equipment was used on the project; and the names, labor classifications, and hours worked for all Contractor employees.

Detailed descriptions will be provided to document any conversations with the Contractor's Field Superintendent or other Contractor personnel, directives given to the Contractor, non-compliance notices issued, any construction issues identified by the Contractor, and any visitors to the project site and their purpose for being there.

The Construction Inspector will make notations in the daily report regarding the safety measures employed by the Contractor; any safety concerns, violations, or deficiencies noticed; and action taken by the Contractor to correct them.

The daily report will also contain notations regarding potential conflicts that may result in a request by the Contractor for a contract change order. If no issue or conflict is discovered for a particular day, the Construction Inspector will note that in the report.

Time noted and dated photographs of construction activities will be included in the daily report. The photographs will contain descriptive captions explaining the work, location of the work at the project site, and position/direction the photograph was taken from.

Sketches, drawings, or details will be prepared as necessary to explain and document daily construction activities, and will be included in the daily report. Daily reports will be completed the same day the observations are conducted to ensure the accuracy and completeness of the report.

The Construction Inspector will maintain and keep a running project punch list subdivided into the different project work areas/tasks.

He will document all unresolved items and review the list once per week with the City. Items that remain unresolved or deficient work with significant dollar values will be elevated to the Risk Item Register.

Our Construction Inspector will preside over pressure testing, chlorination and bacteriological testing, electrical testing and overall start up testing and commissioning. Strict adherence to the project specific requirements, applicable regulations as well as standards of practice will be maintained. All testing will be carefully documented, including all retests.

Start-Up and Commissioning - The startup and commissioning/testing plans will be reviewed by the Construction Manager and our Construction Inspector. During field testing of each individual item of equipment and system demonstration, the Construction Inspector will carefully observe and document the results. The Construction Manager will also be responsible for coordinating with the necessary City and Design Engineering personnel for the testing and startup activities.

AKM Prop 20. 1059 18
April 4, 2023, Reg CC Mtg., Page # 69
The Construction Management Team will coordinate with the necessary parties for startup and final testing of the completed improvements. All equipment will be required to be individually tested and verified prior to scheduling the systems operational testing, or startup testing. This will entail verifying that manufacturer's representatives have verified proper installation of their equipment and/or instrumentation and the Contractor has executed and submitted the Manufacturer's Certificates of Functionality Compliance.

Additionally, testing and start up will include hydrostatic testing of piping; testing of all protective coatings; electrical testing including insulation resistance, resistance to ground testing, and circuit breaker testing; instrumentation and verifying that the proper signals are being read by the PLCs and central control; and coordination of integration with the existing SCADA system. The automation planned will require thorough checking of all the instrument and control loops and the PLC control strategy must be verified, line by line. iTask 7 • chedules
General • The baseline CPM schedule will be the barometer from which Contractor's performance will be evaluated. During the preconstruction phase of the project, the Contractor will be required to submit a baseline CPM schedule which will be refined following a scheduling meeting conducted between the AKM Construction Management Team, the City and the Contractor. During this period AKM will review the schedule for the overall feasibility and duration of specific activities as well as evaluate interrelated activity constraints and analyze all logic relationships (i.e. predecessor and successor activities).

During construction , the Construction Inspector will track manpower daily as well as log total working days charged to the CPM schedule activity codes. Doing so keeps a running score of the Contractor's adherence to the schedule in relation to time, manpower and cost.

The daily activity codes charged to the project each day will be recorded in the Construction Inspector's daily report. Such daily tracking will allow AKM to preemptively identify potential delays or project problems. When critical activities approach their completion dates, or when non-critical activities begin to use up the allotted float, AKM will immediately bring such issues to the attention of both the City and the Contractor.

The Construction Manager will be responsible for reviewing and commenting on the monthly schedule updates as well as the weekly look-ahead schedules. He will also review time impact analysis (TIA) when submitted.

We will require the weekly look-ahead schedule to be submitted in advance of the weekly progress meeting in order to discuss the schedule as well as communicate to the Contractor any concerns or comments.

All materials testing will be scheduled by the Construction Inspector with our proposed sub-consultant Ninyo and Moore Geotechnical.

The Construction Inspector will be responsible for presiding over the testing and inspections and ensuring that reports produced by Ninyo and Moore are thorough and complete.

It is anticipated that materials testing services will be required for soil compaction testing; concrete placements, compressive strength testing for concrete, asphalt concrete paving compaction testing; sampling and laboratory testing for fill materials, asphalt concrete paving materials, and aggregate base; as well as reinforcing steel. Laboratory tests for fill materials will include gradation, resistivity, chloride concentration, and sand equivalence.

A detailed list of each test, separated by category, will be logged by AKM. We will also track expended costs of the testing services; the cost of failing tests, and indicate materials testing costs to date.

The AKM Construction Management Team will review the Contractor's submitted schedule of values at the beginning of the project and prior to mobilization. We will verify that a sufficient breakdown of the bid items is provided in order to allow for equitable reimbursements through monthly progress payments. We will also verify that the breakdown is logical and accurate to avoid front or end loading of particular items. A properly executed schedule of values aids in avoiding disputes when reviewing progress payment quantities with the Contractor.

During the progress of work AKM will track and measure actual quantities of work daily including materials and equipment used and incorporated, as well as labor. At the conclusion of each month, the Construction Inspector will compare the data tabulated throughout the month to the project schedule of values to determine the approximate cost of the work completed. The approximate costs will serve as a basis for determining the appropriate monthly progress pay quantities. Once the Construction Inspector and the Contractor agree on the quantities and all required paperwork requisite to payment release such as the CPM schedule update and narrative, certified payroll reports, preliminary lien releases from subcontractors and suppliers, and as-built drawing updates are received; AKM will transmit the costs per bid item to the City recommending monthly payment quantities. Requests for quantities exceeding that which have actually been completed will not be accepted.

AKM Prop 20. 1059 19
April 4, 2023, Reg CC Mtg., Page # 70
irask 10- Coordination of Testin an Commissioning, __ _ Prior to beginning startup testing, AKM will conduct an inspection to verify that all required work has been completed; that equipment and instruments have been calibrated and pre-tested by the Contractor; and that the City, AKM and the design engineer provide a favorable review of the Contractor's Startup Testing Plan before conducting final startup testing. It is recommended that the Contractor is required to submit his Startup and Testing Plan no later than 90 days prior to testing. AKM will ensure that the plan is submitted in accordance with this important requirement to provide all parties ample opportunity to review, discuss and comment on the plan .

Our Construction Manager will coordinate the training programs and curriculum submittals with the City. He will develop and keep a master schedule of all training programs and curriculum as well as anticipated training dates which will be coordinated with the City and their operations staff.

T sk 11- lose-0
During the course of the Project, AKM will keep a running list of issues and corrections requiring resolution. The list will include a description of the issue, date the issue was first observed, and date the issue was resolved. The goal of the list will be to create a realtime punch list to resolve issues prior the end of the project minimizing the size of final punch lists. Once the AKM Construction Management Team determines the Project has reached substantial completion, the City will be notified and a final inspection/walk through will be recommended to ascertain any unfinished work or corrections to be made. It is anticipated that the final inspection/walk through will include the City staff the Design Engineer and AKM. Based on the findings and results of the final inspection/walk through, AKM will develop a final punch list of work to be completed and/or corrected. The final punch list will include all necessary outstanding paperwork such as final operations and maintenance manuals, required guarantees, certifications, affidavits, warrantees, lien releases, as-built drawings, permit close-out verification and other documents required by the project's Contract Documents. Once all items have been completed to the satisfaction of the City and the Design Engineer, AKM will recommend final acceptance.

During project closeout activities AKM will obtain from the Contractor any and all required guarantees, certifications, affidavits, operation and maintenance manuals, warrantees, and other documents required by the project's Contract Documents including the operation and maintenance manuals in PDF and AutoCad formats. AKM will then review the documents to verify that all documents are complete and accurate. Should incomplete or inaccurate documents be discovered, AKM will notify the Contractor for revision. Operation and Maintenance manuals will also be distributed to the City for their review and comment. Once determined to be complete, AKM will transmit all of the documentation described above to the City.

Prior to the end of construction, our Construction Inspector will develop a list of all required spare parts, separated by discipline and will include model number and manufacturer. The list will be used as a checklist to verify receipt and transfer of all require spare parts.

Once the Contractor has successfully completed startup and commissioning, any required operational period, and operator training, AKM will issue a notice of substantial completion to the Contractor. The letter will indicate the date of the required 11 month warrantee inspection.

Following completion of a project, the final as-built drawings will be reviewed and when determined to be complete, will be transmitted to the City for review and/or approval. AKM will provide final as-built drawings both in hard copy and PDF format to the Design Engineer for production of mylars and final electronic documents within 1-week of their receipt from the Contractor. The approval of final as-built drawings will be requisite to the release of final payment.

A recommendation for final acceptance will occur once all required documents and spare parts have been verified to be submitted and approved, and following completion of the punch list as described above. AKM will first make a recommendation to the City for notice of completion and once concurrence is received, we will prepare and distribute the notice.

A complete electronic copy of all project documents and correspondence will be made and organized. The file will be transmitted to the City at the conclusion of the project.

Our Construction Inspector will review and reconcile the final bid items with the Contractor, resolve pending issues and recommend processing of final payment once all conditions have been fulfilled.

Our Construction Manager will produce the draft and final project report which will include a comparative analysis of the project completion time versus the Contractor's original baseline completion schedule; startup and testing reports; list and analysis of all contract change orders, their dollar amounts, total contract change order dollar amounts and final contract amount; the as-built construction schedule; a list of all warrantees with the start date and expiration date of each warrantee and hardcopies of the warrantee if applicable; a list of all spare parts required and furnished under the contract; an analysis of problems that occurred on the project and recommendations for remedial and proactive steps to take on subsequent projects in order to avoid similar problems. A draft report will be submitted to the City for review and comment. After incorporating all comments, we will transmit the final copy of the report.

AKM Prop 20. 1059 20
April 4, 2023, Reg CC Mtg., Page # 71
iTask 12 - Billing and Proj,-"' ec=t_,_, R=ec,,,,o=rd=s,_ ___________ _ Reports -_Monthly Project Report will be produced by the Construction Manager and presented to the City. The reports will include a summary of work completed and work in-progress since the previous report, planned activities within the next 4-weeks, potential change orders and risk items, as well as project completion status as a function of project time and cost. AKM will also include a running total of AKM's consulting budget.

Billing - Our assigned Construction Manager will be responsible for review of all consultant invoices and preparation of AKM's monthly invoice to the City. The invoices will be prepared on the City provided forms.

Project Schedule
While project schedule will largely be determined by the Contractor's schedule, AKM will maintain consistency in our response timeframes to ensure we are playing an active role in advancing projects forward. The following are typical response times or deliverable timeframes based on the City's estimated schedule. It is understood that the schedule is subject to change.

Constructability Review: [Begin July 27, 2020 complete by August 24, 2020] Initial draft will be submitted within 10 Business Days.

The final draft will be submitted within 4 Business Days following receipt of City comments.

Submission of Daily Reports: All Daily Reports will be submitted by 9:00 AM the following business day. In most cases, the Daily Report will be provided the same day.

Baseline Schedule Review: [Estimated mid-December 2020] 3 Business Days CPM Schedule Update: [Estimated first week of the month beginning January 2021 until project completion] 2 Business Days following receipt.

Monthly Report: 5 business days following the last working day of the Month.

Field Compliance Documents: Field compliance documents such as materials certificates, material tickets and testing reports will be kept in the master project file and made available to the City within 1 Business Day. Additionally, a copy of the documents will be included as an attachment in the Inspector's Daily Report.

As-Built Drawings: [Estimated mid-November 2020] 2 Business Days once reconciled with the Contractor's records.

Closeout Documents: [Estimated late-November 2020] 1 business day once received from the Contractor.

Meeting Minutes: 1 to 2 Business Days depending on length and complexity of the meeting.

AKM Prop 20. 1059 21
April 4, 2023, Reg CC Mtg., Page # 72
DocuSign Envelope ID: 09CC5FF3-8133-4D6D-AC1 E-DE979998496A AKM Consulting Engineers
553 Wald
Irvine, CA 92618
Telephone: 949.753.7333 Facsimile: 949.753.7320
www.akmce.com
July 14, 2020
City of Lomita
24300 Narbonne Avenue
Lomita, CA 90717
Attention : Kathleen Hill, City Clerk
Water Resources
Infrastructure
Construction Management
Subject: Revised Request for Fee Proposal - Construction Management; Construction Inspection; and Construction Administrative and Testing services for Cypress Water Production Facility (CWPF) Upgrades
Ms. Hill:

In response to your Request for Proposal dated June 11 , 2020, and Addendum 1 and 2, AKM Consulting Engineers, a SBA Certified Small Business Enterprise, is pleased to submit this fee proposal for Construction Management, Construction Inspection, and Construction Administrative and Testing Services for Cypress Water Production Facility (CWPF) Upgrades for the City of Lomita.

All charges for AKM's services are a not-to-exceed fee and are in accordance with the City's RFP. Our fee proposal is based upon the levels of effort anticipated to implement the work plan contained in AKM's technical proposal. However, we can adjust the scope of work, tasks, levels of effort and the associated costs to fit the City's budget upon request. A rate schedule, used for the creation of our fee, has been included in this fee proposal as well. The rate schedule is used for invoicing purposes, progress payments, and extra work that may be requested. If any additional work is required, AKM will obtain pre-approval from the City before proceeding with the work.

We appreciate the opportunity to submit this fee proposal and look forward to working with the City of Lomita on this most important and challenging project. If you have any questions or require any additional information, please do not hesitate to contact the undersigned.

Very truly yours,
AKM Consulting Engineers
Emin Kayiran, CPII
Director of Construction Management Services
AKM Prop. 20-1059 FEE - I
April 4, 2023, Reg CC Mtg., Page # 73
DocuS1gn Envelope ID. 09CC5FF3-8133-4D6D-AC1 E-DE97999B496A

AKM CONSULTING ENGINEERS

RATE SCHEDULE
Labor Classification
Principal
Principal Engineer
Project Engineer
QA/QC Manager
July 2020
Construction Project Manager
Senior Construction Manager
Senior Engineer
Senior Field Engineer/ Inspector
Field Engineer/ Inspector
Associate Engineer
Staff Engineer
Financial Analyst
Senior Designer/ Senior CADD Technician
Designer/ CADD Technician
Assistant Engineer
Engineering Technician
Engineering Aide
Office Support
Data or Word Processing
Hourly Rate
2020
$225
$225
$208
$207
$190
$190
$190
$150
$145
$149
$132
$121
$104
$97
$95
$88
$74
$74
$72

RFPFORCWPF
CM, CA, INSP.

Out of pocket expenses (blueprinting, reproduction and printing, delivery, etc.) will be invoiced at cost plus 10%. Mileage will be invoiced at $0.65/mile. This schedule of rates is in effect until December 31, 2021, at which time it may be adjusted.

AKM Prop. 20-1059 FEE - 2
April 4, 2023, Reg CC Mtg., Page # 74
j DocuSign Envelope ID: 09CC5FF3-8133-4D6D-AC1E-DE97999B496A j City of Lomita
Fee Proposal

RFP FORCWPF
CM, CA, INSP.

Construction Management; Construction Inspection; and Construction Administrative and Testing services for Cypress Water Production Facility (CWPF) Upgrades Task I Scope of Work Tasks Principal-in- Construction I I I Ninyo and Charge Manager/Resident Inspector Total Hours Labor Cost Moore I Expenses I Total Fee Engineer $220 $190 $150 Cost
0 $ $
Pre-Construction Meeting 2 16 2 20 $ 3,780 $ 3,780
2 !Constructibility_ Re~ew 16 44 8 68 $ 13,080 $ 13,080 3 ISubmittals 4 60 64 $ 12,280 $ 12,280
4 I Consultations and Meetin9_s 8 80 88 $ 16,960 $ 16,960 5 I Record Drawings 20 16 36 $ 6,200 $ 6,200
6 I Change Orders 64 64 $ 12,160 $ 12,160
7 I Construction Obsen,ation 4 I 52 1540 1596 $ 241 ,760 $ 12,500 $ 254,260 8 !Schedules 80 80 $ 15,200 $ 15,200 9 I Materials Testing 24 16 40 $ 6,960 $ 40,000 $ 46,960 10 IPay Requests 24 24 $ 4,560 $ 4,560
11 I Coordination of Testing and Commissioning 4 I 44 36 84 $ 14,640 $ 14,640 12 !Close-Out 24 20 44 $ 7,560 $ 7,560 13 !Billing an_d_Project Records $ 5,600 $ 5,600 $413,240
AKM Prop. 20-1059 FEE - 3
April 4, 2023, Reg CC Mtg., Page # 75
Water Resources
Infrastructure
ConstructionManagement
AKM Consulting Engineers
553 Wald
Irvine, CA 92618
Telephone: 949.753.7333 Facsimile: 949.753.7320
www.akmce.com
1 March 26, 2023
City of Lomita
24300 Narbonne Ave
Lomita, CA 90717
Attn: Mrs. Carla Dillon , PE
Public Works Director
Subject: Budget Amendment Request No. 1 – Construction Management Services for the Cypress Water Production Facility Project
Dear Mrs. Dillon:

Pursuant our previous conversation, AKM Consulting Engineers is submitting a budget amendment request for the Cypress Water Production Facility Upgrades Project, as the Construction Contractor has taken longer to complete the work than originally projected.

The project is currently expected to conclude towards the end of May 2023. While AKM’s proposal was based on the original contract completion date and duration, which was May 12, 2022, we have been able to extend our budget through the judicious handling of resources. However; it is anticipated that our budget will soon expire.

Based on the work remaining to be completed, AKM is estimating that we will require an additional $38,600 for carrying out our services through the conclusion of the project. The following table presents a breakdown of our expected additional services.

Task  Hours  Totals
Additional Field Inspection ($150/hour)  200 $30,000.00 Additional Construction Management ($150/hour)
Progress Meetings and RFI/Issue Coordination 32 $4,800.00 Additional Project Management ($190/hour)  20 $3,800.00 Total Cost  $38,600.00
Additional Funds Requested: $38,600.00
Previous Approved Budget: $475,226.00
New Requested Project Total Budget: $513,826.00
Attachment No. 3
April 4, 2023, Reg CC Mtg., Page # 76
Cypress Water Production Facility City of Lomita
Budget Amendment Request #1 March 26, 2023
2 We appreciate the opportunity to submit this budget amendment request and look forward to being of continued service to the City of Lomita. Should you have any questions, please do not hesitate to contact the undersigned.

Very truly yours,
AKM Consulting Engineers
Emin Kayiran
Director of Construction Management Services
April 4, 2023, Reg CC Mtg., Page # 77
1 TO: City Council
FROM: Ryan Smoot, City Manager
REVIEWED BY: Carla Dillon, P.E., Public Works Director
PREPARED BY: Ryan Damon, Associate Engineer
MEETING DATE: April 4, 2023
SUBJECT: Accept Work and File Notice of Completion for the Street Reconstruction Project Zones C & F

RECOMMENDATION
Accept the work performed by Sequel Contractors, Inc. for the construction of Street Reconstruction Project Zones C & F; authorize the Public Works Director to sign the Notice of Completion (NOC) and release the 5% retention payment in the amount of $104,910.14. to Sequel Contractors, Inc. 35 calendar days after recordation of the NOC by the County Recorder’s Office contingent upon no claims being filed on the project; and authorize the City Clerk to file the NOC with the County Recorder’s Office.

BACKGROUND
In early 2016, the City Council authorized a multi-year slurry seal program in which the City was subdivided into seven Zones (A, B, C, D, E, F & G). Slurry Seal in Zones B, D, & E was completed in Fall 2016 and was followed by Zone A, which was completed in Summer 2018. To more effectively address the necessary maintenance and repair strategies that were identified in the 2018 Pavement Management Program (PMP), a Street Improvement Program was introduced. The first Street Improvement Program Project in Zones C, F, and G included type II slurry seal and cape seal on streets identified in the 2018 PMP. That project completed construction in January 2021.

On November 2, 2020, Civil Works Engineers (assigned to David Evans and Associates, Inc. in 2022) began the design of the Street Reconstruction Project Zone C & F. This was the second project of the Street Improvement Program that aimed to address more Item No. 7f

CITY OF LOMITA

CITY COUNCIL REPORT
April 4, 2023, Reg CC Mtg., Page # 78
2 significant maintenance needs identified in the 2018 PMP. The project consisted of rehabilitating pavement in selected streets by either grinding the existing asphalt and overlaying new asphalt concrete, or by providing a full pavement/reconstruction/asphalt concrete as well as upgrading all curb ramps to be ADA compliant in Zones C & F.

Below are views of 240th Street at Narbonne Avenue showing the street.

Before (240th Street)
After (240th Street)
Below photos of the intersection of Cypress Street and 246th Place show both the street repair as well as curb ramp upgrades.

April 4, 2023, Reg CC Mtg., Page # 79
3 Before (Cypress Street and 246th Place)
After (Cypress Street and 246th Place)
In June 2022, Stephen Doreck Equipment Rentals, Inc. was separately contracted to make repairs to a damaged water main and service leak that fell within project limits. The cost of the repairs totaled $34,795.51 and Stephen Doreck was authorized to be paid with the funds for this project.

The construction of the project was completed in December 2022, however following a final inspection from LAE & Associates, there were still punch list items that needed to be completed. One item that required multiple efforts of coordination due to weather delays was the thermoplastic restriping of the crosswalk at Eshelman Ave and Lomita Park Pl (see images below).

April 4, 2023, Reg CC Mtg., Page # 80
4 Before After
Sequel Contractors was able to complete the punch list items in February 2023 and following a subsequent inspection from LAE & Associates, the work was found to be in conformance with the contract documents. The final step for construction completion is to file the NOC and release the retention to the contractor. There is a one-year warranty period in accordance with the project specifications.

FISCAL IMPACT
The total project available budget was $3,192,672. The approved and actual contract amounts are summarized below:

Service Authorized Actual
Construction -Sequel Contractors, Inc. $2,590,434.80 $2,098,052.64 Construction Management – LAE & Associates $230,575.00 $191,446.91 Engineering Design & Support – Civil Works/DEA $302,237.25 $251,054.94 Direct Costs $35,543.93 $35,543.93
Total $3,158,790.98 $2,576,098.42
The total construction contract cost with the final payment of retention will be $2,098,052.64, which is $492,382.16 below the approved construction contract cost. The total project cost includes all costs related to this project such as costs of design, engineering assistance during construction, testing services, construction, the emergency water main repair, and miscellaneous items such as the installation of the signs. The total project costs were $2,576,098.42, which is $616,573.58 below the available budget.

These funds will be available for future projects.

OPTIONS

1. Approve staff’s recommendation.

2. Provide alternative direction.

April 4, 2023, Reg CC Mtg., Page # 81
5 ATTACHMENTS

1. Notice of Completion
Reviewed by: Approved by:
_______________________ ______________________
Gary Y. Sugano Ryan Smoot
Assistant City Manager City Manager
Reviewed by: Prepared by:

__________________________ _________________________
Carla Dillon, P.E. Ryan Damon
Public Works Director Associate Engineer
April 4, 2023, Reg CC Mtg., Page # 82

NOTICE OF COMPLETION
(Notice pursuant to Civil Code Section 3093, must be recorded within 10 days after completion) NOTICE IS HEREBY GIVEN THAT:

1. The undersigned is the owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described.

2. The full name of the owner is City of Lomita _

3. The full address of the owner is: 24300 Narbonne Avenue, Lomita, CA 90717

4. The nature of the interest or estate is: in fee.

City of Lomita, Construction of Narbonne Plaza
(If Other Than Fee, Strike, “In Fee” And Insert, For Example, “Purchaser Under Contract of Purchase” Or Lessee”)

5. The full names and full addresses of all co-owners, if any, who hold any title or interest with the above-named owner in the property are:

NAMES ADDRESSES

6. A work of improvement on the property hereinafter described was completed on 02/10/2023 (Date) This project consisted of the construction of a new plaza and parking spaces.

7. The name of the contractor, if any, for such work of improvement is:

Sequel Contractors, Inc. March 15, 2022
(If no Contractor for work of improvement, insert “none”) (Date of Contract)

8. The street address of said property is: Various locations in Lomita, CA 90717.

9. The property on which said work of improvement was completed is in the City of Lomita County of Los Angeles , State of California, and is described as follows:

Plaza and parking spaces.

Dated: ________________ By: _______________________________________ Kathleen Horn Gregory, City Clerk, City of Lomita
RECORDING REQUESTED BY:

CITY OF LOMITA
AND WHEN RECORDED MAIL TO:

CITY OF LOMITA
(Name)
24300 NARBONNE AVE.
(Street Address)
LOMITA, CA 90717
(City, State, and Zip)

VERIFICATION
I, the undersigned, say:

I am _________ Carla Dillon, Public Works Director, City of Lomita ____________________________________________ (“President,” “Owner,” “Partner,” “Manager,” etc.) of the declarant of the foregoing completion; I have read said Notice of Completion and know the contents thereof; the same is true of my own knowledge.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on ___________________________________, at ______Lomita____________________________, California. (Date of Signature) (City Where Signed) Personal Signature of the Individual who is swearing that the contents of the Notice of Completion are true) SPACE ABOVE THIS LINE FOR RECORDER’S USE
Attachment No. 1
April 4, 2023, Reg CC Mtg., Page # 83
1 TO: City Council
FROM: Ryan Smoot, City Manager
PREPARED BY: Carla Dillon, P.E., Public Works Director
MEETING DATE: April 4, 2023
SUBJECT: Agreement with Calgon Carbon Corporation for the Cypress Water Production Facility

RECOMMENDATION
Authorize the City Manager and City Clerk to execute an agreement with Calgon Carbon Corporation for granular activated carbon, in a form approved by the City Attorney, for an amount up to $520,000.

BACKGROUND
The City’s project to upgrade the Cypress Water Production Facility (CWPF) is nearing completion. The City had long been planning for the addition of Granular Activated Carbon (GAC) to improve the aesthetic qualities of Lomita’s water and began the design process in late 2017. The GAC will not only remove constituents that affect aesthetic qualities such as taste and odor, but also removes benzene and is considered the best available technology. Following the detection of benzene, the design of the GAC system required the addition of two more GAC vessels to ensure complete removal of benzene.

The CWPF Upgrade Project will install GAC at start-up, and it is anticipated that removal and replacement of the GAC will be needed approximately six months after operations commence. Actual replacement time will depend on many factors so it may be needed earlier or later. As part of the permitting process, the Division of Drinking Water (DDW) has been requested that a contract be in place at start-up.

The CWPF project upgrade has installed four vessels that contain 20,000 lbs. of GAC per vessel. Since the vessels are operated with two in series, DDW will require the two vessels in series to be replace at the same time resulting in 40,000 lbs. being removed and replaced. Although the supplier offers a lower cost option of taking the material to their facility for reactivation, the City will not be permitted for this option by DDW. In the Item No. 7g

CITY OF LOMITA

CITY COUNCIL REPORT
April 4, 2023, Reg CC Mtg., Page # 84
2 future, the City may request a permit modification to allow this, which will require testing to ensure that the City’s regenerated material is as effective as virgin material.

In order to apply for a permit from DDW, it was necessary for the City to commit to a specific brand and product. The selected product was Calgon Virgin Filtrasorb 400 for its effectiveness with benzene. Since Calgon Carbon Corporation is the only supplier of this product, they are the sole supplier and multiple bids could not be obtained.

FISCAL IMPACT
The initial contract will allow for approximately four change-outs of 40,000 lbs. of GAC and will be paid from account 510-630-5443. The unit price will be adjusted going forward based upon the following indices:
1) U.S. Department of Labor Producer Price Index (PPI) for All Other Basic Organic Chemicals Manufacturing: Miscellaneous end-use chemicals and chemical products, - 40% weight;
2) U.S. Department of Labor CPI for Urban Wage Earners for the U.S. City Average - 40% weight;
3) Transportation: U.S. Department of Labor PPI by Commodity for Transportation Services: Truck Transportation of Freight - 20% weight
No expenses are anticipated in FY22-23, and a budget adjustment may be requested in the future if funds in the account are insufficient.

OPTIONS

1. Approve staff’s recommendation.

2. Provide alternative direction.

ATTACHMENTS

1. Price Quote
Reviewed by: Approved by:
_______________________ ______________________
Gary Y. Sugano Ryan Smoot
Assistant City Manager City Manager
Prepared by:
_________________________
Carla Dillon, P.E.

Public Works Director / City Engineer
April 4, 2023, Reg CC Mtg., Page # 85

CALGON CARBON CORPORATION

ACTIVATED CARBON BUDGET SCOPE OF SUPPLY FOR CITY OF LOMITA, CA Contact: Carla Dillon Email: [email protected]
Project: Lomita GAC Exchange Date: 3/9/2023
Location: Lomita, CA
GAC Amount per exchange: 40,000 lbs
GAC Turnkey Exchange Pricing:

Option 1: Spent material to be taken back for reactivation: $78,000 Option 2: Spent material to landfilled: $109,600
ITEMS INCLUDED:
• Product: Virgin Filtrasorb 400
• Quantity: 40,000 lbs
• Scope:
o Delivery of carbon to the site in potable-dedicated trailers. o Installation of carbon into Adsorption Vessel performed by Calgon Carbon o All related labor and equipment (trucks, hoppers, hoses, etc), except utilities detailed below ITEMS NOT INCLUDED IN THIS OFFER:
• Owner to provide clean water source for movement of GAC to and from filter via eduction • Drain access for excess water from carbon transfer (water will be gray with carbon fines) • Disinfection (if necessary) not included
• Any applicable taxes not included
SPECIAL TERMS AND CONDITIONS:

1. Unless otherwise noted, or until other Terms and Conditions are provided, this Offer is made only under Calgon Carbon Corporation’s General Terms and Conditions for Purchase.

2. Carbon shall be free flowing from vessels. If carbon is solidified, 3rd party field service may be necessary for removal and disposal, and charged on a “cost plus” basis.

3. Pricing provided is exclusive of any Sales Tax, SALES TAX NOT INCLUDED.

4. Scope of Supply/Pricing does not include any Payment or Performance Bonds. Costs for any such Bond (if necessary or requested by the Purchaser) will be added to the quoted pricing.

Attachment 1
April 4, 2023, Reg CC Mtg., Page # 86

5. Upon acknowledgement of any Purchase Order, the Buyer will be requested to complete a Credit Application and provide Tax Exemption Documentation.

6. The quoted price is valid for 60 days from the date of this Scope of Supply document.

For Information or to Place an Order, Contact:

Tim Brekke
Calgon Carbon Corporation
Regional Sales Manager
[email protected]
310-740-7782
April 4, 2023, Reg CC Mtg., Page # 87
1 TO: City Council
FROM: Ryan Smoot, City Manager
PREPARED BY: Juan Ibarra, Administrative Analyst
MEETING DATE: April 4, 2023
SUBJECT: Consideration of Settlement Agreements with Defendants Teva, Allergan, Walmart, Walgreens, and CVS Who Have Entered into the 2022 National Opioid Settlement Agreements
______________________________________________________________________

RECOMMENDATION
Opt into settlement agreements with three pharmacy chains — CVS, Walgreens, and Walmart and direct the City Manager to execute any documents necessary to implement the action and, when possible, allocate the City’s designated share of settlement funds to the County of Los Angeles; and opt into settlement agreements with two opioid manufacturers—Allergan and Teva, and direct the City Manager to execute any documents necessary to implement the action and, when possible, allocate the City’s designated share of settlement funds to the County of Los Angeles.

BACKGROUND
Litigation brought by states and cities across the United States has resulted in additional settlement agreements with three pharmacy chains (CVS, Walgreens, and Walmart) and two opioid manufacturers (Allergan and Teva). Collectively, these settlement agreements are referred to as the 2022 National Settlement Agreements.

A. 2021 National Settlement Agreements
Previously, the City entered into settlement agreements with 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”). These previously approved settlement agreements are referred to as the 2021 National Settlement Agreements.

Item No. 7h

CITY OF LOMITA
City Council Report
April 4, 2023, Reg CC Mtg., Page # 88
2 B. 2022 National Settlement Agreements and Allocation of Funds The proposed 2022 National Settlement Agreements are separate and distinct settlement agreements with different parties resulting from the same litigation. In late 2022, agreements were announced with the three pharmacy chains and two additional manufacturers. In January 2023, each of those pharmacy chains and manufacturers confirmed that a sufficient number of states had agreed to the settlements to move forward. As with the 2021 National Settlements, states and local governments that want to participate in the 2022 National Settlements now will have the opportunity to “opt in.” The greater the level of subdivision participation, the more funds will ultimately be paid out for abatement. Assuming maximum participation, the 2022 National Settlements require:
• Teva to pay up to $3.34 billion over 13 years and to provide either $1.2 billion of its generic version of the drug Narcan over 10 years or $240 million of cash in lieu of product, as each state may elect;
• Allergan to pay up to $2.02 billion over 7 years;
• CVS to pay up to $4.90 billion over 10 years;
• Walgreens to pay up to $5.52 billion over 15 years; and • Walmart to pay up to $2.74 billion in 2023, and all payments to be made within 6 years.

C. Use of Funds
Similar to the 2021 National Settlement Agreements, for these 2022 National Settlement Agreements at least 85% to 95.5% of abatement funds shall be used to fund opioidremediation efforts, with at least 70% of abatement funds required to be used in connection with future opioid-remediation efforts. The 2022 National Settlements effectively define “opioid-remediation” as including care, treatment, and other programs and expenditures (including reimbursement for past such programs or expenditures, except where the agreement restricts the use of funds solely to future opioidremediation) designed to (1) address the misuse and abuse of opioid products, (2) treat or mitigate opioid use or related disorders, or (3) mitigate other alleged effects of, including on those injured as a result of, the opioid epidemic. The 2022 National Settlements include broad and non-exhaustive lists of qualifying opioid-remediation expenditures.

D. Participation in Settlements
Under the Teva, Allergan, Walgreens, and CVS Settlements, there is no set threshold of subdivision-level participation required for those settlements to become effective. As to the Teva and Allergan Settlements, once the deadline for subdivisions to participate has passed, these settling Defendants will determine whether there has been sufficient subdivision-level participation for these settlements to become effective. The Walgreens and CVS Settlements operate similarly to the Teva and Allergan Settlements, except that under those settlements, the settling states (Walgreens) or the “Enforcement April 4, 2023, Reg CC Mtg., Page # 89
3 Committee” representing the settling states (CVS) will first have the opportunity to determine whether there has been sufficient subdivision participation to proceed with these settlements. If so, then Walgreens and CVS are to determine whether they agree that sufficient subdivisions have participated in the settlements. The decisions of Teva, Allergan, CVS, and Walgreens as to whether there has been adequate subdivision-level participation is in their sole discretion and must be made in good faith.

The Walmart Settlement is different in that the level of subdivision participation required for the settlement to become effective is based on objective criteria: (1) more than 85% of the aggregate population of all litigating subdivisions located in settling states, as well as states that have separately settled with Walmart, must agree to participate or otherwise have their claims fully released, and (2) more than 85% of the aggregate population of all non-litigating threshold subdivisions (defined to include subdivisions with populations greater than 30,000 or those with populations between 10,000 and 30,000 that have brought opioids-related claims against McKesson, Cardinal Health, Amerisource Bergen, or J& J must agree to participate or otherwise have their claims fully released. The calculation of the aggregate populations of litigating subdivisions and non-litigating threshold subdivisions is on an aggregated basis and not a state-by-state basis. If these thresholds are met, then the Walmart Settlement will become effective.

E. Management of Funds
Like the 2021 National Settlement Agreements, each County and City that receives payment of funds from the settlements will have to annually track and report its use of the funds. Due to the uncertainty of the number of jurisdictions opting in, it is hard to predict what amount of funds will be allocated to the City; however, it is likely that the amount will be less than the 2021 National Settlement Agreements which equaled to $61,601.08 -- $63,528.66.

F. Opting In
The City must opt into the settlements by April 18, 2023, which requires the City to release its claims against the parties in the 2022 National Settlement Agreements.

County of Los Angeles Opioid Abuse Prevention and Treatment Programs LA County Department of Public Health (DPH) has developed a broad, multifaceted, and coordinated opioid prevention strategy in LA County to reduce the toll of the opioid crisis on LA County residents and maximize health and well-being. Goals are to prevent opioid use, reduce deaths from overdoses, and provide easy access to treatment programs. These programs include Public Messaging Campaigns, Funding Community Coalitions, Optimizing Utilization of CURES (California’s Prescription Drug Monitoring Program, Establishing Family Resource Centers, Implementation of Expanded Substance Use Disorder (SUD) Benefits, Expanding Access to Naloxone (use in case of an overdose related to opioids), and various other programs and benefits.

April 4, 2023, Reg CC Mtg., Page # 90
4 Conclusion:

Unless the City intends to pursue its own litigation against the parties in the 2022 National Settlement Agreements, it is recommended that the City opt into the settlement. While the exact amount the City will be allocated is unclear because it will be determined based on participation rate, it is estimated that this amount will be less than the relatively small amount the City received pursuant to the 2021 National Settlement Agreements. Because of this and the restrictions on what the funds can be used for and the onerous reporting requirements, it is also recommended that, when possible, the City allocate these funds to the County of Los Angeles. The County of Los Angeles will utilize the funds to continue its opioid-remediation efforts and programs.

OPTIONS

1. Opt into the settlement agreements.

2. Do not approve.

3. Provide staff alternative direction.

FISCAL IMPACT
There is no fiscal impact associated with the recommended action.

ATTACHMENTS

1. Exhibit A– 2022 National Settlement Agreements Package Reviewed by: Approved by:

Gary Y. Sugano Ryan Smoot
Assistant City Manager City Manager
Prepared by:

Juan Ibarra
Administrative Analyst
April 4, 2023, Reg CC Mtg., Page # 91
New National Opioids Settlements: Teva, Allergan, CVS, Walgreens, and Walmart Opioids Implementation Administrator
[email protected]
Lomita city, CA
Reference Number: CL-383161
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 Exhibit A
April 4, 2023, Reg CC Mtg., Page # 92
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 93
(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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 94
DocuSign Envelope ID: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 95
DocuSign Envelope ID: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 96

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
DocuSign Envelope ID: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 97
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 98
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 99
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.

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 Allergan 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
3 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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 100
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 101
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 102
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 103
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.

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 Allergan 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 Allergan 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 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.

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 Allergan Settlement Agreement and this CA Allergan 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.

DocuSign Envelope ID: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 104
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.

DocuSign Envelope ID: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 105
9 The undersigned, Lomita city, ACKNOWLEDGES acceptance of this Proposed California StateSubdivision 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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 106
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 107
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%
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 109
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 110
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%
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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%
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Participating Subdivision County Abatement
Percentage
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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%
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Participating
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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%
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Participating
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Participating Subdivision County Abatement
Percentage
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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%
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Participating
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 116
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Percentage
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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%
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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%
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Percentage
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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%
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Percentage
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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%
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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%
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Percentage
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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%
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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.

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.

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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 125
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.

DocuSign Envelope ID: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 126
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 127
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 128
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 129
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.

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 CVS 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 CVS 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.

DocuSign Envelope ID: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 130
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 131
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 132
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.

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 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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 133
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.

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.

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.

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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 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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 135
9 The undersigned, Lomita city, ACKNOWLEDGES acceptance of this Proposed California StateSubdivision 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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 136
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.

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.

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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%
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 139
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 140
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 141
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 142
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 143
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 144
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Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 145
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 146
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 147
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 148
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Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 149
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 150
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 151
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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%
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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 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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 153
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 154
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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

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 CVS Settlement Agreement, Teva Settlement Agreement, Allergan Settlement Agreement, Distributor Settlement Agreement, Janssen Settlement Agreement, Walgreens Settlement Agreement, and the Walmart Settlement Agreement be used to pay Costs.

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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

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 CVS 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 CVS Settlement Agreement.

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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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.

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 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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 163
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.

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.

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 Teva Settlement Agreement and this CA Teva 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.

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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.

DocuSign Envelope ID: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 165
9 The undersigned, Lomita city, ACKNOWLEDGES acceptance of this Proposed California StateSubdivision 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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 166
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 167
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 168
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 169
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 170
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 171
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 172
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 173
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 174
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 175
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 176
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 177
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11 of 15
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 178
APPENDIX 1
12 of 15
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%
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APPENDIX 1
13 of 15
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%
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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%
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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%
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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.

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.

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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 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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 185
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.

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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 Teva 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 Teva Settlement Agreement.

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]
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 188
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.

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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.

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 Walgreens 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 Walgreens 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.

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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
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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.

DocuSign Envelope ID: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 192
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.

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 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.

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 Walgreens 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 Walgreens 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 Walgreens Settlement Agreement. Further, DocuSign Envelope ID: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 193
7 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.

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.

DocuSign Envelope ID: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 194
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.

DocuSign Envelope ID: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 195
9 The undersigned, Lomita city, ACKNOWLEDGES acceptance of this Proposed California StateSubdivision 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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 196
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.

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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 197
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 198
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 199
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 200
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 201
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 202
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 203
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 204
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 205
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 206
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%
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APPENDIX 1
11 of 15
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%
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12 of 15
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%
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APPENDIX 1
13 of 15
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%
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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%
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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%
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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 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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 213
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 214
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

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 Walgreens Settlement Agreement, Teva Settlement Agreement, Allergan Settlement Agreement, Distributor Settlement Agreement, CVS Settlement Agreement, Janssen Settlement Agreement, and the Walmart Settlement Agreement be used to pay Costs.

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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

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 Walgreens 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 Walgreens Settlement Agreement.

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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 217
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.

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 Walmart 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) Walgreens Settlement Agreement means the Walgreens Settlement Agreement dated December 9, 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.

DocuSign Envelope ID: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 218
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.

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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.

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 Walmart 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 Walmart 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.

DocuSign Envelope ID: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 220
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 221
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 222
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.

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(W), of the Walmart 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 Walmart 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 DocuSign Envelope ID: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 223
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.

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.

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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 224
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 225
9 The undersigned, Lomita city, ACKNOWLEDGES acceptance of this Proposed California StateSubdivision 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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 226
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.

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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 227
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 228
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 229
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 230
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 231
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 232
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 233
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%
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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%
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 236
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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%
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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%
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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%
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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%
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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%
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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%
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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 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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 243
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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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 244
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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 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

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 Walmart Settlement Agreement, Teva Settlement Agreement, Allergan Settlement Agreement, Distributor Settlement Agreement, CVS Settlement Agreement, Janssen Settlement Agreement, and the Walgreens Settlement Agreement be used to pay Costs.

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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

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 Walmart 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 Walmart Settlement Agreement.

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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 247

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: Lomita city 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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 248

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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 249
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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 250

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: Lomita city 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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 251

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.

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 CVS Settlement.
2 DocuSign Envelope ID: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 252

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: 4AF94C58-5F24-4760-8B4D-B7E5D386BE35 April 4, 2023, Reg CC Mtg., Page # 253
Exhibit K
Subdivision and Special District Settlement Participation Form Governmental Entity: Lomita city 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.