Agenda packet — Madera City Council, April 5, 2023 (part 11 of 12)

EXHIBIT J
Illustrative List of Released Entities
Wal-Mart
Wal-Mart Inc.

Wal-Mart, Inc.

Wal-Mart Stores
Wal-Mart Stores, Inc.

Walmart Stores, Inc.

Wal-Mart Stores Inc.

Walmart Inc.

Walmart Inc., Walmart Stores East
Wal-Mart Inc f/k/a Walmart Stores, Inc.

Wal-Mart Inc. f/k/a Walmart Stores, Inc.

Walmart Inc. (f/k/a Wal-Mart Stores)
Walmart Inc. f/k/a Wal-Mart Stores, Inc.

Walmart, Inc.

Walmart, Inc. f/k/a Wal-Mart Stores Inc. d/b/a Wal-Mart Warehouse #46 Walmart Inc. f/k/a Wal-Mart Stores, Inc. d/b/a Wal-Mart Pharmacy Warehouse #32 Walmart Inc. f/k/a Wal-Mart Stores, Inc. d/b/a Wal-Mart Pharmacy Warehouse #45 Walmart, Inc. f/k/a Wal-Mart Stores, Inc.

WAL-MART INC. f/k/a WAL-MART STORES, INC.

Walmart, Inc. f/k/a Wal-Mart Stores, Inc. d/b/a Wal-Mart Pharmacies a/k/a Wal-Mart Pharmacy 10-1218
Walmart, Inc. f/k/a Wal-Mart Stores, Inc. d/b/a Wal-Mart Pharmacies a/k/a Wal-Mart Pharmacy 10-1381
Walmart, Inc. f/k/a Wal-Mart Stores, Inc. d/b/a Wal-Mart Pharmacies a/k/a Wal-Mart Pharmacy 10-2778
Walmart, Inc. f/k/a Wal-Mart Stores, Inc. d/b/a Wal-Mart Pharmacies a/k/a Wal-Mart Pharmacy 10-3751
Walmart, Inc. f/k/a Wal-Mart Stores, Inc. d/b/a Wal-Mart Pharmacies a/k/a Wal-Mart Pharmacy 10-4430
Walmart Inc., f/k/a Wal-Mart Stores East, LP, Individually and d/b/a Wal-Mart Pharmacy Warehouses
Walmart Stores East, L.P.

Wal-Mart Stores East
Wal-Mart Stores East L.P.

Wal-Mart Stores East d/b/a Wal-Mart Pharmacy Warehouse #45 Wal-Mart Stores East d/b/a Wal-Mart Pharmacy Warehouse #46 Wal-Mart Stores East, Inc.

Wal-Mart Stores East, LLC
Wal-Mart Stores East, LLC f/k/a Wal-Mart Stores East Inc.

Wal-Mart Stores East, LP
Wal-Mart Stores East, LP d/b/a Wal-Mart Pharmacy Warehouse Wal-Mart Stores East, LP, individually and d/b/a Wal-Mart Pharmacy Warehouse Wal-Mart Stores East, LP, individually and d/b/a Wal-Mart Pharmacy Warehouse #1 J-2
Wal-Mart Stores East, LP, individually and d/b/a Wal-Mart Pharmacy Warehouse #45 Wal-Mart Stores East, LP, individually and d/b/a Wal-Mart Pharmacy Warehouse #46 Wal-Mart Stores East, LP d/b/a Wal-Mart Pharmacy Warehouse #1 Wal-Mart Stores East, LP d/b/a Wal-Mart Pharmacy Warehouse #32 Wal-Mart Stores East, LP d/b/a Wal-Mart Pharmacy Warehouse #34 Wal-Mart Stores East, LP d/b/a Wal-Mart Pharmacy Warehouse #45 Wal-Mart Stores East, LP d/b/a Walmart Pharmacy Warehouse #46 Wal-Mart Stores East, LP d/b/a Wal-Mart Pharmacy 10-3251 Wal-Mart Stores East I, LP
Wal-Mart Stores East I, LP f/k/a Wal-Mart Stores East d/b/a Walmart #20 Wal-Mart Stores East I, LP f/k/a Wal-Mart Stores East, LP d/b/a Walmart #34 Wal-Mart Stores East I, LP f/k/a Wal-Mart Stores East, LP d/b/a Walmart #48 Wal-Mart Stores East I, LP f/k/a Wal-Mart Stores East d/b/a Walmart #92 Wal-Mart Stores East I, LP f/k/a Wal-Mart Stores East, LP d/b/a Walmart #338 Wal-Mart Stores East I, LP f/k/a Wal-Mart Stores East, LP d/b/a Walmart #914 Wal-Mart Stores East I, LP f/k/a Wal-Mart Stores East, LP d/b/a Walmart #4282 Wal-Mart Stores East I, LP f/k/a Wal-Mart Stores East, LP d/b/a Walmart #5261 Wal-Mart Pharmacy
Wal-Mart Pharmacy Warehouse
Wal-Mart Pharmacy Warehouse #1
Wal-Mart Pharmacy Warehouse #32
Wal-Mart Pharmacy Warehouse #45
Wal-Mart Pharmacy Warehouse #46
Wal-Mart Pharmacy 10-0696
Wal-Mart Pharmacy 10-1218
Walmart Pharmacy
Walmart Pharmacy 10-1381
Walmart Pharmacy 10-2289
Walmart Pharmacy Warehouse
Wal-Mart Pharmacy 10-2778
Wal-Mart Pharmacy 10-3251
Wal-Mart Pharmacy 10-3751
Wal-Mart Pharmacy 10-4430
Wal-Mart Pharmacy 10-5296
Wal-Mart Pharmacy 10-5397
Wal-Mart Pharmacy Wholesale
Wal-Mart Stores Texas, LLC
Wal-Mart.com USA, LLC
Wal-Mart Puerto Rico, Inc.

Sam’s West, Inc.

Sam’s East, Inc.

WSE Investment LLC
WSE Management LLC
Wal-Mart Property Company
Wal-Mart Real Estate Business Trust
Sam’s Property Company
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Sam’s Real Estate Business Trust
Wal-Mart de Mexico Canada Corp.

Wal-Mart Canada Corp
Flipkart Private Limited
Flipkart Walmart Chile S.A.

Walmart Chile
Massmart Holdings Ltd.

Qomolangma Holdings Ltd.

ClarusONE Sourcing Services, LLP
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EXHIBIT K
Subdivision Participation Form
Governmental Entity: State:

Authorized Official:

Address 1:

Address 2:

City, State, Zip:

Phone:

Email:

The governmental entity identified above (“Governmental Entity”), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated November 14, 2022 (“Walmart Settlement”), and acting through the undersigned authorized official, hereby elects to participate in the Walmart Settlement, release all Released Claims against all Released Entities, and agrees as follows.

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

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

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

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

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

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

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

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

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 Walmart Settlement.

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

Signature:

Name:

Title:

Date:

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EXHIBIT L
Settlement Fund Administrator Terms
[Exhibit to be inserted prior to the Threshold Subdivision Participation Date.] M-1

EXHIBIT M
Maximum Payment Amounts
The below reflects the maximum possible payment assuming all Eligible States and Subdivisions become Settling States and Participating Subdivisions, respectively. Walmart shall deposit the amounts payable to the State Outside Counsel Fee Fund and the State Cost Fund into the Settlement Fund on the Deposit Date and those amounts shall be disbursed by the Settlement Fund Administrator consistent with Exhibits S and T.

Payment Category Amount
Remediation $2,393,794,118.64
Subdivision Attorneys’ Fees, Expenses and Costs $297,720,376.93 State Outside Counsel Fee Fund $16,006,471.88
State Cost Fund $16,006,471.88
Additional Remediation $16,006,471.88
Total $2,739,533,911.21
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EXHIBIT N
Additional Remediation Amount Allocation Percentages
American Samoa 0.02200115975%
Arizona 3.05252465675%
California 12.74849736613%
Colorado 2.13511305177%
Connecticut 1.66248361102%
District of Columbia 0.23126235968%
Georgia 3.58271243432%
Guam 0.06172478010%
Hawaii 0.41715801047%
Idaho 0.63207800237%
Illinois 4.27418134712%
Indiana 2.84860067110%
Iowa 0.95333852745%
Kansas 1.00750402880%
Louisiana 1.88257043645%
Maine 0.68015462142%
Maryland 2.71203054235%
Massachusetts 2.95998387959%
Minnesota 1.66691605927%
Missouri 2.57716004997%
Montana 0.40160929605%
N. Mariana Islands 0.02146629937%
Nebraska 0.53602352921%
New Jersey 3.54021579836%
New York 6.92637929997%
North Carolina 4.17641738164%
North Dakota 0.21847415675%
Ohio 5.59815538035%
Oklahoma 1.96884304616%
Oregon 1.76570407913%
Pennsylvania 5.89566898881%
Rhode Island 0.57378605088%
South Carolina 1.97793678247%
Tennessee 3.45413951394%
Texas 8.08647780880%
Vermont 0.32700612791%
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Virgin Islands 0.04056252728%
Virginia 2.92983758737%
Washington 2.97967950241%
Wisconsin 2.25927398859%
Wyoming 0.21434725869%
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EXHIBIT O
Adoption of a State-Subdivision Agreement
A State-Subdivision Agreement shall be applied if it meets the requirements of Section V of the Settlement Agreement and is approved by the State and by the State’s Subdivisions as follows:

1. Requirements for Approval. A State-Subdivision Agreement shall be deemed as agreed to when it has been approved by the State and either (a) Subdivisions whose aggregate “Population Percentages,” determined as set forth below, total more than sixty percent (60%), or (b) Subdivisions whose aggregate Population Percentages total more than fifty percent (50%) provided that these Participating Subdivisions also represent fifteen percent (15%) or more of the State’s counties or parishes (or, in the case of Settling States whose counties and parishes do not function as local governments, 15% of or more of the Settling State’s non-county Subdivisions), by number.

2. Approval Authority. Approval by the State shall be by the Attorney General. Approval by a Subdivision shall be by the appropriate official or legislative body pursuant to the required procedures for that Subdivision to agree to a legally binding settlement.

3. Population Percentage Calculation. For purposes of this Exhibit O only, Population Percentages shall be determined as follows: For States with functional counties or parishes1, the Population Percentage of each county or parish shall be deemed to be equal to (a) (1) 200% of the population of such county or parish, minus (2) the aggregate population of all Primary Incorporated Municipalities located in such county or parish, divided by (b) 200% of the State’s population. A “Primary Incorporated Municipality” means a city, town, village or other municipality incorporated under applicable state law with a population of at least 25,000 that is not located within another incorporated municipality. The Population Percentage of each Primary Incorporated Municipality shall be equal to its population (including the population of any incorporated or unincorporated municipality located therein) divided by 200% of the State’s population; provided that the Population Percentage of a Primary Incorporated Municipality that is not located within a county shall be equal to 200% of its population (including the population of any incorporated or unincorporated municipality located therein) divided by 200% of the State’s population. For all States that do not have functional counties or parishes, the Population Percentage of each non-county Subdivision (including any incorporated or unincorporated municipality located therein), shall be equal to its population divided by the State’s population.

4. Preexisting Agreements and Statutory Provisions. A State may include with the notice to its Subdivisions an existing agreement, a proposed agreement, or statutory provisions regarding the distribution and use of settlement funds and have the acceptance of such an agreement or statutory provision be part of the requirements to be a Participating Subdivision. 1 Certain states do not have counties or parishes that have functional governments, including: Alaska, Connecticut, Massachusetts, Rhode Island, and Vermont.

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5. Revised Agreements. A State-Subdivision Agreement that has been revised, supplemented, or refined shall be applied if it meets the requirements of Section V and is approved by the State and by the State’s Subdivisions pursuant to the terms above.

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EXHIBIT P
Injunctive Relief
As part of this Settlement Agreement, Walmart agrees to implement the injunctive relief terms reflected in Exhibit F to Walmart’s agreement with the State of Florida dated October 19, 2022, attached hereto as Appendix A (“Walmart-Florida Injunctive Relief Terms”), within 90 days of the Effective Date of the Settlement Agreement, provided, however, that the parties agree that those terms will be withdrawn and Walmart will implement the Pharmacy Controlled Substance Compliance Program & Anti-Diversion Injunctive Terms (“Injunctive Terms”) set out below if each Chain Pharmacy (defined as CVS and Walgreens) agrees to implement materially the same Injunctive Terms on a nationwide basis pursuant to a binding agreement with state attorneys general. To the extent there is a dispute between the Settling States and Walmart regarding whether the Injunctive Terms imposed on other pharmacies are materially the same as these Injunctive Terms, such dispute shall be heard by the National Arbitration Panel. If any Injunctive Term is found to be materially different, only that term and any co-dependent terms, as applicable, would be invalidated and inoperative. However, in no event shall the Injunctive Terms be any less stringent than those applied in the Walmart-Florida Injunctive Relief Terms. In the event a Settling State later settles with Albertsons or Kroger (or a merged company involving one or more of them), the Settling State shall impose materially the same Injunctive Terms as part of any settlement. * * *
Pharmacy Controlled Substance Compliance Program & AntiDiversion Injunctive Terms I. INTRODUCTION

1. Except where these Injunctive Terms specify a different implementation period, Walmart shall implement the Injunctive Terms set forth below in Sections II through XVII by the Injunctive Terms Implementation Date (defined below).

2. To the extent that Walmart already has in place committees, departments, policies or programs that satisfy the Injunctive Terms, no re-naming or other change is required by these Injunctive Terms.

3. Overview
a. Walmart will implement or maintain a Controlled Substance Compliance Program (“CSCP”).
b. The CSCP must include written standard operating procedures and/or corporate policies (the “CSCP Policies and Procedures”) required by these Injunctive Terms.

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c. The CSCP shall apply during the term of these Injunctive Terms, to each of Walmart’s retail pharmacy stores that dispense Schedule II Designated Controlled Substances and are registered or licensed with each Settling State. d. Walmart shall provide a copy of the relevant CSCP Policies and Procedures to each Settling State within 60 days of the Injunctive Terms Implementation Date. To the extent any implementation is expected to require additional time, the Parties agree to work together in good faith to establish a timeline for implementation. No later than 30 days after the Injunctive Terms Implementation Date, each Settling State shall identify the person or office to whom Walmart must provide a copy of the relevant CSCP Policies and Procedures and any other State-specific reporting required under these Injunctive Terms.

4. Compliance with Laws
a. Walmart acknowledges and agrees that its pharmacies must comply with applicable state and federal laws, regulations, and rules, including those regarding the dispensing of Controlled Substances. The requirements of these Injunctive Terms are in addition to, and not in lieu of, any other requirements of federal, state, or local law. Nothing in the Injunctive Terms shall be construed as relieving Walmart of the obligation of its pharmacies to comply with all federal, state and local laws, regulations or rules, nor shall any of the provisions of the Injunctive Terms be deemed as permission for Walmart to engage in any acts or practices prohibited by such laws, regulations or rules. b. The Injunctive Terms are not intended to and shall not be interpreted to prevent Walmart from taking or implementing any other compliance or policy steps necessary to conform with federal, state, or local legal requirements. c. In the event that Walmart 1) determines that there may be a conflict between the Injunctive Terms and the requirements of federal, state, or local laws, or interpretations of such laws articulated by an agency responsible for enforcing such laws, such that Walmart determines that it cannot comply with the Injunctive Terms without violating these requirements or express interpretations; or 2) believes a court or administrative action brought by a governmental body in a Settling State has commenced against it or its pharmacists for actions required by the Injunctive Terms, then Walmart may notify the Attorney General of the Settling State of such potential conflict or potential or pending action. Within thirty (30) days after receipt of a notification from Walmart referenced above, Walmart and the State shall meet and discuss the potential conflict, and Walmart shall comply with any reasonable requests from the Settling State as necessary to determine whether there is a conflict between the Injunctive Terms and the requirements of federal, state, or local P-3
laws, or the express interpretations thereof by an agency responsible for their enforcement, or a conflict with the Injunctive Terms giving rise to the court or administrative action. If the State agrees that there is a conflict or that the court or administrative action is a result of actions required by the Injunctive Terms, the State will engage in best efforts to resolve the conflict or assist in achieving resolution of the court or administrative action. Nothing in this paragraph shall (i) limit the right of the State to disagree with Walmart as to the conflict; or (ii) be deemed to relieve Walmart from following any subsequently enacted law or regulation, or judicial decisions from a regulatory authority with jurisdiction over controlled substances that is more restrictive than the provisions of the Injunctive Terms, or from following the Injunctive Terms if they are more restrictive than applicable laws at issue in the administrative action; or (iii) be deemed to relieve Walmart from adhering to the outcome of the court or administrative action when it is determined there is no conflict.. d. Walmart shall retain all records it is required to create pursuant to its obligations hereunder in an electronic or otherwise easily accessible format and a Settling State shall have the right to review and copy such records upon request and after reasonable notice for the term of these Injunctive Terms. Nothing in these Injunctive Terms shall waive any applicable privilege that may be asserted over any such record. Unless otherwise required by law, if a Settling State seeks to disclose any records created and obtained from Walmart under this provision as part of a proceeding to enforce these Injunctive Terms against Walmart, it shall first provide ten (10) days’ notice to Walmart unless doing so would conflict with applicable law. A Settling State shall not otherwise disclose or provide any records created by and obtained from Walmart under this provision to third parties during or after the Term of these Injunctive Terms unless required to do so by law. If a Settling State is required to disclose or provide any records created by and obtained from Walmart under this provision to third parties during or after the Term of these Injunctive Terms, it shall first provide ten (10) days’ notice to Walmart unless doing so would conflict with applicable law. This notification requirement shall not apply to documents obtained by a Settling State or its agencies that are required to be produced to the Settling State or its agencies by law or regulation, nor shall it apply to documents obtained by a Settling State or its agencies that are shared with federal, state, or local law enforcement. This notification requirement shall also not apply to documents obtained by a Settling State or its agencies from other sources.

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5. No Admission and No Use as Evidence. Walmart does not admit liability or wrongdoing. These Injunctive Terms shall not be considered, construed, or represented to be (1) an admission, concession, or evidence of liability or wrongdoing or (2) a waiver or limitation of any defense otherwise available to Walmart. These Injunctive Terms shall not be offered or received in evidence in any action or proceeding for any purpose other than in an action or proceeding arising under or relating to these Injunctive Terms.

II. TERM AND SCOPE

1. The term of these Injunctive Terms shall be from the Injunctive Terms Implementation Date until ten years from the Injunctive Terms Implementation Date, unless otherwise specified herein.

2. Except as otherwise stated herein, the Injunctive Terms shall apply to Walmart’s retail pharmacy stores registered or licensed with each Settling State that dispense Schedule II Designated Controlled Substances to Patients and to Schedule II Designated Controlled Substances dispensed to patients in each Settling State by its mail-order pharmacy. Should Walmart operate an online pharmacy that is registered or licensed to dispense Schedule II Designated Controlled Substances in any Settling State while these Injunctive Terms are in effect, the Injunctive Terms shall apply to such online pharmacy as well.

3. This agreement may be amended by mutual agreement of a majority of the States Injunctive Relief Committee and Walmart. Any such amendments must be in writing.

III. DEFINITIONS

1. The term “Distributor Injunctive Terms” means Exhibit P of the Settlement Agreement, dated as of July 21, 2021, between McKesson Corporation, Cardinal Health, Inc., and AmerisourceBergen Corporation and certain States and subdivisions.

2. The term “Block” means an action taken by Walmart preventing or otherwise prohibiting any Walmart pharmacist from filling prescriptions for Controlled Substances from a specific identified prescriber.

3. The term “Clearinghouse” means the system established by Section XVII of the Distributor Injunctive Terms.

4. The term “Clearinghouse Advisory Panel” is as defined in Section XVII.B.4 of the Distributor Injunctive Terms.

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5. The term “Controlled Substances” means those substances designated under schedules II-V pursuant to the federal Controlled Substances Act and the laws and regulations of the Settling State that incorporate the federal Controlled Substances Act. Controlled Substances shall also include gabapentin, except for purposes of dispensing in States that do not treat gabapentin as a controlled substance or similar designation (e.g., “drug of concern”).

6. The term “Designated Controlled Substances” shall be limited to: (a) oxycodone; (b) hydrocodone; (c) hydromorphone; (d) tramadol; (e) oxymorphone; (f) morphine; (g) methadone; and (h) fentanyl.

7. The term “Effective Date” is defined in Section II.C of the Walmart Settlement Agreement.

8. The term “Injunctive Terms Implementation Date” means (i) 90 days after the Effective Date of the Settlement Agreement, or (ii) 90 days after CVS and Walgreens have agreed to implement materially the same Injunctive Terms nationwide pursuant to a binding agreement with state attorneys general and such Injunctive Terms imposed upon CVS and Walgreens have become effective, whichever is later. To the extent there is a dispute between the Settling States and Walmart regarding whether the Injunctive Terms imposed on other pharmacies are materially the same as these Injunctive Terms, such dispute shall be heard by the National Arbitration Panel. If any Injunctive Term is found to be materially different, only that term and any co-dependent terms, as applicable, would be invalidated and inoperative. However, in no event shall the Injunctive Terms be any less stringent than those applied in the Walmart-Florida Injunctive Relief Terms.

9. The term “National Arbitration Panel” is defined in Section VI.F.3.b of the Walmart Settlement Agreement.

10. The term “Patient” means any individual who receives a prescription for a Designated Controlled Substance from a Prescriber, whether legally valid or not, and attempts to fill it at one of Walmart’s retail pharmacy stores in a Settling State.

11. The term “Prescriber” means any individual that has written a prescription, whether legally valid or not, that is presented to a Walmart pharmacy in a Settling State.

12. The term “Red Flag(s)” means the enumerated Patient Red Flags, Prescription Red Flags, and Prescriber Red Flags set out in Section IX.

13. The term “Settling State(s)” is defined in Section I.MMM of the Walmart Settlement Agreement.

14. The term “States Injunctive Relief Committee” means a committee representing the Settling States composed of between four and eight members designated by the Settling States.

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IV. CONTROLLED SUBSTANCE COMPLIANCE PERSONNEL

1. Walmart shall designate a Controlled Substance Compliance Director, or other appropriately titled position, to be a member of the Controlled Substance Compliance Committee (described below in Section VI), and to oversee a Controlled Substance Compliance Department and Walmart’s compliance with 21 C.F.R. 1306 these Injunctive Terms. As used in these Injunctive Terms, the terms “Controlled Substance Compliance Committee” and “Controlled Substance Compliance Department” refer to the entity or entities, however titled, that carry out the functions required by these Injunctive Terms. Notwithstanding the preceding sentence, to the extent an existing position, committee or department carries out the functions required by these Injunctive Terms, any other functions undertaken by such position, committee or department shall not be subject to these Injunctive Terms or oversight by the Settling States pursuant to these Injunctive Terms. The position, committee and department discussed in these Terms may bear different names and need not be limited to the roles and functions set forth herein.

2. The Controlled Substance Compliance Director shall have knowledge of and experience with the laws and regulation of Controlled Substances, in particular laws and regulations regarding 21 C.F.R. 1306 and requiring effective controls against the potential diversion of Controlled Substances.

3. The Controlled Substance Compliance Director shall provide at least quarterly reports to the Controlled Substance Compliance Committee (described below in Section VI) regarding Walmart’s compliance with these Injunctive Terms, including the implementation of any changes to the CSCP Policies and Procedures required by these Injunctive Terms.

4. Staffing levels of Walmart’s Controlled Substance Compliance Department shall be reviewed periodically, but at least on an annual basis, by Walmart’s Controlled Substance Compliance Committee to assess whether such staffing levels are sufficient for the Controlled Substance Compliance Department to comply with this Agreement.

This review shall include consideration of relevant developments in technology, law, and regulations.

5. Throughout the term of these Injunctive Terms, Walmart shall maintain a telephone and electronic submission hotline(s) (the “Hotline”) to permit employees and/or Patients to anonymously report suspected inappropriate or illegitimate dispensing, prescribing or diversion of Designated Controlled Substances, violations of the CSCP Policies and Procedures, these Injunctive Terms, Walmart’s company policy, or other applicable law. The Hotline may be implemented by adding a dedicated option to existing systems that includes reporting regarding Designated Controlled Substances.

Walmart shall publish its Hotline contact information to its employees and Patients in the Settling States. Walmart shall maintain for the duration of Injunctive Terms a record of each complaint made to the Hotline regarding Designated Controlled Substances and P-7
documentation regarding any investigation or response to such complaints. Nothing herein shall require Walmart to investigate a pharmacist’s professional judgment to refuse a prescription that the pharmacist believes was prescribed or is being used for other than a legitimate medical purpose or that the pharmacist believes was not prescribed by an individual Prescriber acting in the usual course of his or her professional practice.

V. INDEPENDENCE

1. Walmart’s Controlled Substance Compliance Department personnel, pharmacists and pharmacist technicians who work at Walmart’s pharmacies within the Settling States, and field personnel who supervise pharmacists and pharmacist technicians (together, “CSCP Employees”), shall not be compensated in whole or in part by commissions, bonuses, incentives or any other monetary or non-pecuniary benefit that depends in any part on revenue or profitability targets or expectations for sales of Controlled Substances. Nothing in these Injunctive Terms shall be interpreted to prevent compensation of employees based on sales volume, revenue or profitability targets/expectations for enterprise-, store-, or pharmacy-wide sales that include Controlled Substances.

2. No CSCP Employees may be terminated, suspended, threatened with or face any other negative employment consequence for failing to meet any revenue or profitability targets or expectations for sales of Controlled Substances. Nothing in these Injunctive Terms shall be interpreted to prevent Walmart from taking employment action based on sales volume, revenue or profitability targets/expectations for enterprise-, store-, or pharmacy-wide sales that include Controlled Substances.

3. Personnel in Walmart’s Controlled Substance Compliance Department shall not report to Walmart’s sales, marketing, or business development personnel, and sales, marketing, or business development personnel shall not be authorized to make decisions regarding the promotion, compensation, demotion, admonition, discipline, commendation, periodic performance reviews, hiring, or firing of Controlled Substance Compliance Department personnel.

4. Walmart’s sales, marketing and business development department personnel are prohibited from interfering with, obstructing, or otherwise exerting control over any Controlled Substance Compliance Department or Controlled Substance Committee decision-making.

5. Notwithstanding the prior paragraph, Walmart pharmacy operations personnel may sit on the Controlled Substance Compliance Committee and pharmacists and pharmacy managers may sit on the Controlled Substance Compliance Committee provided that they do not have voting privileges.

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6. To the extent necessary to comply with this section, Walmart’s Controlled Substance Compliance Committee shall review, modify, and direct any changes to any compensation and non-retaliation policies specific to the sale or dispensing of Designated Controlled Substances.

VI. OVERSIGHT

1. To the extent not already established, within thirty (30) business days of the Injunctive Terms Implementation Date, Walmart shall establish a compliance committee, however titled, that includes representatives from its respective legal, compliance, pharmacy operations and finance departments, however named, to provide oversight over the CSCP and its compliance with the Injunctive Terms. For the purposes of reference herein, this committee, however named, shall be referred to as the “Controlled Substance Compliance Committee.” Walmart shall maintain its Controlled Substance Compliance Committee for the duration of the term of the Injunctive Terms. The Controlled Substance Compliance Director shall be a member of the Controlled Substance Compliance Committee.

2. Walmart’s Controlled Substance Compliance Committee shall have quarterly meetings during which the Controlled Substance Compliance Director shall report on, and the Controlled Substance Compliance Committee shall review, among other things, (a) the Prescription Validation Process, including the CSCP Policies and Procedures on identifying and resolving Patient, Prescriber and Prescription Red Flags; (b) the training required under the Injunctive Terms; (c) proactive due diligence and site visits; (d) the Prescriber Review Processes; (e) significant new national and regional diversion trends involving Controlled Substances; (f) Walmart’s adherence to the Injunctive Terms and applicable laws and regulations; and (g) any technology, staffing, or other resource needs for the CSCP. The Controlled Substance Compliance Committee shall have access to all CSCP reports described in the following subsection.

3. On an annual basis, Walmart’s Controlled Substance Compliance Committee shall provide a written report to Walmart’s President, Chief Financial Officer, Chief Legal Officer, and Chief Compliance Officer, as well as its Board of Directors, outlining (a) Walmart’s adherence to, and any material deviations from these Injunctive Terms; (b) the allocation of resources sufficient to comply with these Injunctive Terms; and (c) any revisions to the CSCP that the Controlled Substance Compliance Committee has approved. The Board of Directors or a committee thereof shall document in its minutes its review of the annual Controlled Substance Compliance Committee reports.

4. Walmart, through its Controlled Substance Compliance Department and Committee, shall, at least once every year, review and oversee any enhancements to the CSCP Policies and Procedures and systems for dispensing activity that the Controlled Substance Compliance Committee deems necessary.

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5. The Controlled Substance Compliance Committee shall be responsible for the approval of all material revisions to the CSCP Policies and Procedures, provided that nothing herein shall prevent Walmart from implementing changes to the CSCP Policies and Procedures pending such review and approval.

VII. MANDATORY TRAINING

1. The CSCP Policies and Procedures shall be published in a form and location readily accessible to all pharmacy and compliance personnel at each Walmart pharmacy location in the Settling States. Online availability is sufficient, so long as pharmacy and compliance personnel have access to a computer with access to the CSCP Policies and Procedures.

2. Walmart shall implement policies and procedures requiring that, to the extent practical (for example, accounting for employee leave), within 90 days of the Injunctive Terms Implementation Date, all existing CSCP Employees must complete a training on the CSCP Policies and Procedures required under these Injunctive Terms, including the Prescription Validation Process and their corresponding responsibility. These policies and procedures shall further require that all new hires must complete such trainings within 60 days of hiring or 6 months of the Injunctive Terms Implementation Date, whichever is later. Walmart will further ensure that every CSCP Employee will receive such training at least once every 3 years for the term of these Injunctive Terms.

3. On an annual basis for the duration of these Injunctive Terms, Walmart shall test its CSCP Employees on their knowledge regarding the CSCP Policies and Procedures required under these Injunctive Terms, including the Prescription Validation Process and their corresponding responsibility.

4. Walmart shall train all third-party compliance consultants performing CSCP-related compliance functions for Walmart in the same manner as Walmart’s CSCP Employees.

5. It shall be a part of the CSCP Policies and Procedures and all trainings of all CSCP Employees required under these Injunctive Terms that pharmacists shall refuse to dispense Controlled Substances that they believe were prescribed or are being used for other than a legitimate medical purpose or that they believe were not prescribed by an individual Prescriber acting in the usual course of his or her professional practice.

6. All trainings required under these Injunctive Terms shall also make clear that i) Walmart’s compensation and non-retaliation policies, including pursuant to these Injunctive Terms, prevent CSCP Employees from being compensated or penalized in any way related to revenue or profitability targets or expectations specific to sales of Controlled Substances; and ii) pharmacists will not be penalized in any way for exercising their professional judgment to refuse to fill prescriptions for Controlled Substances pursuant to their corresponding responsibility.

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VIII. THE PRESCRIPTION VALIDATION PROCESS

1. As part of its CSCP, Walmart shall maintain a Prescription Validation Process in the CSCP Policies and Procedures, as further described and set forth in this section, that each pharmacist employed by Walmart in a Settling State must follow when dispensing a prescription for a Controlled Substance. The inclusion of an enumerated Red Flag in these Injunctive Terms shall not be considered, construed, or represented to be an admission, concession, or evidence of any fact or contention related to such Red Flag.

Nothing in these Injunctive Terms shall require Walmart to create a record in those instances where the pharmacist rejects a prescription when presented without an effort to resolve any red flags, including but not limited to instances where the pharmacist identifies on the face of the prescription a Prescription Red Flag (defined in Section IX below) that causes the pharmacist to conclude without further inquiry that the prescription is invalid.

2. A Red Flag will be considered “resolved” if, after further investigation as described below, and given other facts and circumstances surrounding the prescription, a pharmacist determines, in his or her professional judgment, that the facts that triggered the Red Flag do not lead him or her to believe that the prescription was written or is being submitted for an illegitimate medical purpose or outside the usual course of a Prescriber’s professional practice. All Red Flags described in Sections IX.3 and IX.5 below shall be based on internal Walmart dispensing data regarding prescriptions filled at Walmart pharmacies and shall not be based on Prescription Monitor Program (“PMP”) or Prescription Drug Monitoring Program (“PDMP”) data or dispensing data regarding prescriptions filled at pharmacies other than Walmart pharmacies. Nothing in this Agreement requires Walmart to use nor prohibits Walmart from using any data other than internal Walmart dispensing data to identify any Patient Red Flags or Prescriber Red Flags (described in Section IX.3 and IX.5 below).

3. Walmart’s CSCP Policies and Procedures shall provide that if a pharmacist identifies any “Patient Red Flags” associated with a Controlled Substances prescription (described in Section IX(3) below), before filling the prescription the pharmacist must resolve them; and that the method of resolution falls within the judgment of the pharmacist and may include reviewing the Patient’s profile and history with Walmart, calling the Prescriber or Prescribers if appropriate, speaking with the Patient if appropriate, calling on the pharmacist’s pre-existing knowledge of the Patient or Prescriber, reviewing available Prescription Monitoring Program (“PMP” or “PDMP”) data, and/or reviewing other data or information available to the pharmacist.

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4. Walmart’s CSCP Policies and Procedures shall provide that if forgery or fraud is suspected, or if the pharmacist identifies any other “Prescription Red Flags” associated with a Controlled Substances prescription (described in Section IX(4) below), the pharmacist must either reject the prescription if the pharmacist concludes without further inquiry that the prescription is invalid or resolve the Prescription Red Flags; and that the method of resolution falls within the judgment of the pharmacist and may include reviewing the Patient’s profile and history with Walmart, calling the Prescriber or Prescribers if appropriate, speaking with the Patient if appropriate, calling on the pharmacist’s pre-existing knowledge of the Patient or Prescriber, reviewing available PMP or PDMP data, and/or reviewing other data or information available to the pharmacist.

5. Walmart’s CSCP Policies and Procedures shall require that if a pharmacist identifies any “Prescriber Red Flags” associated with a Controlled Substances prescription (described in Section IX(5) below), the pharmacist must resolve them; and that the method of resolution falls within the judgment of the pharmacist and may include reviewing any Walmart records regarding the Prescriber, calling the Prescriber if appropriate, speaking with the Patient if appropriate, calling on the pharmacist’s preexisting knowledge of the Patient or Prescriber, reviewing available PMP or PDMP data, and/or reviewing other data or information available to Walmart.

6. Walmart’s CSCP Policies and Procedures shall provide that the resolution of all Red Flags identified by the pharmacist, as well as any Controlled Substance prescriptions that were rejected pursuant to the Prescription Validation Process, and the reasons why they were rejected, must be documented. Any such records shall be maintained for the duration of these Injunctive Terms. To the extent that a Red Flag is resolved based upon facts or circumstances that are already reflected or documented in Walmart’s records, further documentation of those facts or circumstances is not required for resolution of substantially the same Red Flag on subsequent prescriptions. For example, if a patient lives 55 miles from a Walmart pharmacy but works near the pharmacy and that fact is reflected in pharmacy records, no documentation for the resolution of the Red Flag addressing patient distance from the pharmacy is required in connection with individual prescriptions dispensed for that patient.

7. Walmart’s CSCP Policies and Procedures shall provide that, even if all Red Flags are resolved, a pharmacist shall reject a prescription if, in his or her professional judgment, he or she believes that it was written or is being submitted for other than a legitimate medical purpose and/or was written outside the usual course of an individual Prescriber’s professional practice.

IX. RED FLAGS

1. Walmart shall provide annually to the Settling States, beginning with an initial report twelve months after the Injunctive Terms Implementation Date, and annually P-12
thereafter, a report (the “Annual Red Flag Report”) that sets forth: (a) the total number of prescriptions for Controlled Substances dispensed annually aggregated nationally and by state; (b) the specific metrics or algorithms (if any) used to identify each category of Red Flag listed in this section; and, (c) for each category of Red Flags (excluding the Prescription Red Flags in IX.4 except to the extent collected and maintained), the following information on both a nationwide basis and, separately, for each Settling State:
a. The number of times that Walmart pharmacists input a prescription into its systems and identified the Red Flag during the prior year; b. The number of times when such Red Flag was not resolved and thus, the prescription was refused, during the prior year;
c. The percentage of instances where a Red Flag occurred, as in subsection a, that the Red Flag was not resolved, as in subsection b.

2. Within the three months following the provision of the Annual Red Flag Report, either Walmart or the States Injunctive Relief Committee may propose in writing a meet and confer to discuss potential changes to the scope of one or more categories of Red Flags.

At such a meeting, Walmart or the States Injunctive Relief Committee may provide additional research, information or data available to them beyond that provided in the Annual Red Flag Report. For example, Walmart might propose reducing the threshold for triggering a particular category of Red Flag or consolidating certain Red Flags or subcategories of Red Flags into a single metric, or the States Injunctive Relief Committee might propose increasing the threshold for triggering a particular Red Flag or expanding that Red Flag to include multiple subcategories (e.g., number of prescriptions, distance thresholds).
a. If Walmart and the States Injunctive Relief Committee agree on such changes to one or more Red Flags, they shall document those changes in writing and they shall become a part of these Injunctive Terms for all intents and purposes.

Further, any modified Red Flags shall thereafter become subject to tracking by Walmart and part of the Annual Red Flag Report.
b. If Walmart and the States Injunctive Relief Committee cannot agree on the proposed changes during their meeting and confer, the Party seeking the change(s) to the Red Flag(s) may seek a 5-day mediation of the issue at its own expense. If the mediation fails to resolve the dispute between the parties, the party seeking the proposed change(s) may appeal to the National Arbitration Panel to have the National Arbitration Panel modify the Red Flags on the basis that the change(s) would be consistent both with avoiding unnecessary material costs of identifying and resolving Red Flags and materially reducing the diversion of Controlled Substances. In such a proceeding, the Party seeking the P-13
proposed change(s) may provide evidence from Annual Red Flag Reports or from other research, data and information.

3. Walmart shall treat the following circumstances as “Patient Red Flags”:
a. A Patient seeks to fill a Schedule II Designated Controlled Substance prescription more than three days prior to the contemplated exhaustion date of more than two earlier prescriptions of the Schedule II Designated Controlled Substance (e.g., exhaustion of the days’ supply assuming the prescription has been taken in accordance with the prescribers’ directions on the face of the prescription);
b. A Patient seeks to fill a Designated Controlled Substance prescription from a Prescriber after having filled Designated Controlled Substance prescriptions from three other Prescribers, from separate practices, in a given 6-month period;
1 c. A Patient seeks to fill a Designated Controlled Substance prescription after having filled Designated Controlled Substance prescriptions at two other Walmart pharmacies within 30 days;
d. A Patient seeks to fill a Designated Controlled Substance prescription after having filled three other Designated Controlled Substance prescriptions within 30 days;
e. The distance between a Patient’s residence and the Walmart pharmacy receiving the Designated Controlled Substance prescription is farther than 50 miles (except if the prescription is presented to Walmart’s mail-order pharmacy, in which case this Red Flag shall not be applicable); f. The Patient resides more than 100 miles from the Prescriber who issued the Designated Controlled Substances prescription;
g. A Patient seeks to fill an acute-condition Designated Controlled Substance prescription for more than a seven-day supply or over 50 MME per day and has not filled an acute-condition Designated Controlled Substance prescription within the past 30 days; and
h. A Patient seeks to fill a Designated Controlled Substance prescription after having two other prescriptions for Designated Controlled Substances subjected to documented refusals to fill by a Walmart pharmacist within the past 30 days.

4. Walmart shall treat the following circumstances as “Prescription Red Flags:” 1 In Walmart’s sole discretion, for administrative convenience Walmart may implement this Red Flag without regard to whether prescribers are at separate practices, thereby resulting in more instances in which the flag occurs.

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a. A Controlled Substance prescription that appears altered, including but not limited to, a photocopied prescription or a prescription in which an altering agent, such as white out, was used;
b. A Controlled Substance prescription written with misspellings suggesting the prescription may not have been written by a Prescriber; c. A Controlled Substance prescription using atypical abbreviations suggesting the prescription may not have been written by a Prescriber; and d. A Controlled Substance prescription written with multiple colors of ink or in multiple different handwritings.

5. Walmart shall treat the following circumstances as “Prescriber Red Flags:” a. A Prescriber provides a Patient with prescriptions for all three of a Schedule II Designated Controlled Substance, a benzodiazepine, and carisoprodol; b. A Prescriber has no office within 50 miles of the retail pharmacy store where a Designated Controlled Substance prescription is submitted; and c. A Patient seeks to fill a Designated Controlled Substance prescription written by a Prescriber after having filled at least seven Designated Controlled Substance prescriptions written by the same Prescriber within 90 days.

X. PRESCRIBER REVIEW

1. Walmart shall regularly review the prescribing patterns and practices of Prescribers of Designated Controlled Substances (the “Prescriber Review Process”). The Prescriber Review Process shall employ algorithms, or other means, to review data on Walmart’s retail dispensing for potential Prescribers of concern.

2. Walmart shall automatically refer a Prescriber for further investigation as part of the Prescriber Review Process in the following circumstances:
a. Personnel implementing the Prescriber Review Process become aware that a Prescriber has had his or her medical license suspended or revoked for violations of laws or regulations related to Controlled Substance prescribing in any jurisdiction of the United States within the prior six months; b. A Prescriber has been the subject of a blanket refusal to fill; c. A Prescriber has been the subject of more than ten (10) documented refusals to fill within a six-month period;
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d. Personnel implementing the Prescriber Review Process become aware that a Prescriber has been charged or indicted with a crime related to prescribing Controlled Substances by the Federal Government or in any jurisdiction of the United States; or
e. Walmart has received a Hotline complaint that has been investigated and substantiated concerning a Prescriber’s illegitimate prescribing of Controlled Substances.

3. Based on the professional judgment of the employees operating the Prescriber Review Process, Walmart may also refer a Prescriber for further investigation as part of the Prescriber Review Process based on one of the following circumstances:
a. A Prescriber was the subject of an inquiry by law enforcement; b. A Prescriber was flagged for review by a Walmart pharmacist (other than through a refusal to fill or blanket refusal to fill) or supervisory field personnel; or
c. A Prescriber was identified by review or analysis of objective data metrics, alone or in combination, such as data pertaining to the Prescriber’s Controlled Substance prescription practices or patients.

4. Once Walmart identifies a Prescriber for further investigation, Walmart shall review pertinent and available data and information pertaining to the Prescriber, which may include interviews or other information gathered in the discretion of the employees operating the Prescriber Review Process. When permitted by law, nothing contained in this Section prevents Walmart from taking immediate action to Block a Prescriber in lieu of referral for further investigation or prevents a Walmart Pharmacist from refusing to fill any particular prescription or refusing to fill prescriptions from a given Prescriber.

5. If after the Prescriber Review Process those making the decision have not resolved the circumstances that caused Walmart to further investigate the Prescriber, then the Prescriber shall be Blocked and Walmart pharmacies will no longer fill controlled substance prescriptions written by that prescriber. If Walmart does not Block the Prescriber due to requirements of state law, Walmart shall provide notice to the Pharmacist that, but for this prohibition, the Prescriber would have been Blocked. A Prescriber may have an opportunity at the discretion of Walmart to seek future reinstatement by providing information to Walmart that may resolve its concerns.

Nothing in this Section shall limit the right or ability of individual Walmart pharmacists to either refuse to fill a given prescription or refuse to fill all prescriptions for Controlled Substances from a given prescriber independent of any decision by Walmart to Block or not Block a given prescriber. Walmart shall provide the names of doctors P-16
it has Blocked to the Board of Medicine in each Settling State.

6. Walmart shall report to each Settling State the number and identity of Prescribers from such Settling State that were Blocked and the number of Prescribers from such Settling State who were referred for a decision regarding whether the Prescriber should be Blocked as part of Walmart’s Prescriber Review Process. Such reporting shall occur on an annual basis. Walmart may, at its discretion, report on a more frequent basis.

XI. PROACTIVE DUE DILIGENCE AND SITE VISITS

1. During the term of these Injunctive Terms, Walmart shall conduct periodic proactive compliance reviews of its retail pharmacy stores in the Settling States to assist with the identification of potential compliance issues related to the dispensing of Designated Controlled Substances at its retail pharmacy stores in the Settling States. This may be satisfied by the use of algorithms, or other electronic means, to analyze the data associated with each pharmacy to identify particular pharmacies for review as required under this Section XI. Documentation of any resulting reviews shall be maintained by Walmart and made accessible to all Controlled Substance Compliance Department personnel upon request for the duration of these Injunctive Terms.

2. During the term of these Injunctive Terms, Walmart personnel or qualified third-party compliance consultants shall also conduct site visits based on analysis of data regarding dispensing of Designated Controlled Substances at Walmart pharmacies, including unannounced site visits to at least one in every 50 of its retail pharmacy stores in each Settling State each year (but not less than five each year) for the duration of these Injunctive Terms. These site visits shall at a minimum consist of a review of Controlled Substance dispensing documentation and recordkeeping; a review of fraud, theft and loss prevention equipment and processes; an audit of Controlled Substances inventory and recordkeeping; and a review of physical surroundings and other circumstances for any indications of potential non-compliance with these Injunctive Terms or the CSCP Policies and Procedures, or any violations of other applicable laws and regulations related to Controlled Substances.

3. During site visits, Walmart personnel or qualified third-party compliance consultants shall interview relevant pharmacy employees, if appropriate, about any potential areas or issues of concern, including potential violations of law, the CSCP Policies and Procedures, and these Injunctive Terms, as well as the retail pharmacy store’s maintenance of effective controls against the potential diversion of Controlled Substances.

4. Walmart personnel or qualified third-party compliance consultants who conduct site visits shall complete a report reflecting the findings of any site visit pursuant to this section. This report shall document areas or issues of concern, including potential P-17
violations of law, the CSCP standard operating procedure, and these Injunctive Terms, and the results of any follow-up data analysis performed, as well as any other results or findings.

5. Site visit reports and all other compliance reports related to the dispensing of Designated Controlled Substances shall be maintained by Walmart and made accessible to all Controlled Substance Compliance Department personnel upon request for the duration of these Injunctive Terms.

XII. FRAUD, THEFT AND LOSS PREVENTION

1. In addition to complying with all fraud, theft and loss procedures, policies and precautions required by state and federal law, Walmart shall maintain information regarding the inventory accounting and auditing of all Designated Controlled Substances at each retail pharmacy store for at least three years from the date of the accounting or audit.

2. In addition to any other reporting obligations under state and federal law, Walmart must provide to each Settling State on a quarterly basis any reports it has made to the Drug Enforcement Administration regarding the theft or significant loss of Controlled Substances in that Settling State pursuant to 21 CFR §1301.76(b).

XIII. REPORTING TO LAW ENFORCEMENT

1. To the extent not already in place, Walmart shall implement standard operating procedures directing its employees to report any confirmed fraudulent or forged prescriptions to Settling State law enforcement authorities, to the extent they want to accept it, within 5 business days of completing any review of such prescription, and provide a summary of such reports, to the extent permitted by law, to the Settling State on a biannual basis upon request.

2. Walmart shall document and for at least 2 years maintain records of any such reports that are made to law enforcement regarding confirmed fraudulent or forged prescriptions.

XIV. ENFORCEMENT OF INJUNCTIVE TERMS

1. Notice of Potential Violations and Opportunity to Cure. a. A “Potential Violation” occurs when the Settling State determines, after appropriate investigation and due diligence, that Walmart is not in substantial compliance with a material aspect of the Injunctive Terms. A Potential Violation may be for a single retail pharmacy. A violation of this Agreement P-18
does not necessarily occur when a pharmacist, pharmacist technician, or other field personnel who supervise pharmacists and/or pharmacist technicians employed by Walmart violates Walmart’s CSCP Policies and Procedures or the law.
b. Potential Violation Discovered by Settling State.
a. In the event of a Potential Violation identified by a Settling State, the Settling State shall notify Walmart in writing (the “State’s Notice”). b. Within thirty (30) days of receipt of the State’s Notice, Walmart shall provide a written response to the Settling State. The response shall include Walmart’s position as to the act(s) of non-compliance, including, possibly, a statement setting forth why Walmart believes it is in substantial compliance with the relevant provision(s) or a statement explaining how the Potential Violation has been addressed. c. If the Settling State wishes to meet with Walmart, Walmart shall promptly make itself available for such a meeting.
c. If, after review of a written response and any meeting, the Settling State believes that a Potential Violation is ongoing or has not been substantially addressed, it will provide written notice to Walmart and work in conjunction with Walmart to devise, within thirty (30) days, a corrective action plan (“Corrective Action Plan”) to remedy such Potential Violation, including a reasonable period for implementation of such plan.
d. Within 60 and 120 days after implementing the Corrective Action Plan, Walmart will provide a written compliance update to the Settling State and make itself available to meet with the Settling State if requested. If after reviewing the compliance update and any meeting, the Settling State believes a Potential Violation remains ongoing or has not been substantially addressed, the Settling State may commence a 30-day mediation period. If mediation fails to resolve the dispute between the parties, the Settling State may take whatever action it deems necessary, including but not limited to bringing an action to enforce these Injunctive Terms, filing a new action (administrative or civil action) for violation of the Injunctive Terms as allowed by state law, conducting further investigation, or attempting to negotiate an updated Corrective Action Plan with Walmart. But the Settling State may not seek to reinstate claims that have been released as part of the Settlement.

e. If Walmart fails or refuses to provide a written response, to devise or implement a Corrective Action Plan or to provide a compliance update as required by P-19
subsections 1(b), 1(c) and/or 1(d), a Settling State may bring an action to enforce these Injunctive Terms, filing a new action (administrative or civil action) for violation of the Injunctive Terms as allowed by state law, conduct further investigation, or attempt to negotiate an updated Corrective Action Plan with Walmart. But the Settling State may not seek to reinstate claims that have been released as part of the Settlement.
f. If, after review of a written response and any meeting, pursuant to subsections 1b. or 1c., above, the Settling State concludes that a Potential Violation is not ongoing or has been substantially addressed, the State will provide written notice of this conclusion to Walmart within 30 days of reaching its conclusion.

2. Enforcement Action. Each Settling State agrees that prior to taking any court or administrative action, other than an action that the Settling State concludes is necessary to address an immediate threat to the health, safety, or welfare of the citizens of the Settling State, or that a public emergency requiring immediate action exists, it will follow the process outlined above. If the Settling State concludes that action is necessary to address an immediate threat to the health, safety, or welfare of the citizens of the Settling State or that a public emergency requiring immediate action exists, it will make best efforts to provide reasonable notice to Walmart prior to initiating any such action.

XV. COMPLIANCE CERTIFICATION

1. Walmart’s Controlled Substance Compliance Director shall, after diligent inquiry, complete an annual compliance certification as set out in Section XV(4).

2. The certification shall be filed annually for the duration of these Injunctive Terms with a Settling State’s appropriate licensing and/or regulatory agency and its Attorney General.

3. In addition to the responsibilities set forth in these Injunctive Terms, certain Walmart Pharmacy employees (“Certifying Employees”) are expected to monitor and oversee activities within their areas of authority and beginning within 1 year of the Injunctive Terms Implementation Date shall annually certify that the applicable Walmart department is in compliance with applicable statutory requirements and the obligations of these Injunctive Terms. These Certifying Employees shall include, at a minimum, the following: Senior Vice President, Pharmacy; Vice President, Pharmacy Operations; Senior Vice President, Chief Financial Officer, Health & Wellness; and Chief Ethics and Compliance Officer, Health & Wellness. For each reporting period, each Certifying Employee shall sign a certification as set out in Section XV(4).

4. The certification shall state:

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“I understand the compliance requirements and responsibilities as they relate to [insert name of department], an area under my supervision. My job responsibilities include attempting to ensure compliance with regard to the [insert name of department] with all applicable statutory requirements, obligations of the Injunctive Terms, and applicable policies, and I have taken steps to promote such compliance. To the best of my knowledge, the [insert name of department] is in compliance with the obligations of these Injunctive Terms. I understand that this certification is being provided to and relied upon by the State of [Settling State].”

5. If the Controlled Substance Compliance Director or Certifying Employee is unable to provide such a certification, the Controlled Substance Compliance Director or Certifying Employee shall provide a written explanation of the reasons why he or she is unable to provide the certification outlined above.

6. Within 120 days of the Injunctive Terms Implementation Date, Walmart shall develop and implement a written process for the Certifying Employees to follow for the purpose of completing the certification required by this section.

XVI. DATA SHARING

1. Walmart shall consent to the provision by its distributors of Walmart’s unblinded “867 Data” (data sent from the distributor to the manufacturer concerning the sale of its products to Walmart) regarding Designated Controlled Substances to opioid manufacturers as soon as commercially reasonable and at no cost to the manufacturers, provided that, pursuant to a prior written agreement with Walmart, the opioid manufacturers agree (a) to ensure the confidentiality of the 867 Data; (b) to implement safeguards and procedures to limit access to and use of the 867 Data; (c) that the 867 Data shall be used solely for compliance purposes as part of their Suspicious Order Monitoring programs; and (d) that the 867 Data shall be shared only with specified personnel and shall not be shared with business or sales personnel.

2. To the extent that Walmart provides McKesson Corporation, Cardinal Health, Inc., or AmerisourceBergen Corporation (the "Settling Distributors") with Pharmacy Customer Data (as defined in the Distributor Injunctive Terms) for use in their Controlled Substance Monitoring Programs, Walmart agrees that the Settling Distributor(s) may share such Pharmacy Customer Data with the Monitor appointed pursuant to the Distributor Injunctive Terms, provided that the Monitor agrees, pursuant to a prior written agreement with Walmart, (a) to ensure the confidentiality of the Pharmacy Customer Data; (b) to implement safeguards and procedures to limit access to and use of the Pharmacy Customer Data; (c) that the Pharmacy Customer Data is used solely for the purpose of ensuring the Settling Distributors’ compliance with the Distributor Injunctive Terms; and (d) that the Pharmacy Customer Data shall be shared only with specified personnel.

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XVII. CLEARINGHOUSE

1. Solely for purposes of this Section XVII, the term “Pharmacy Clearinghouse Data” means aggregated data for a 90-day period that contains:
a. A list of the total number of prescriptions and dosage units for each NDC for all Controlled Substances dispensed at each Walmart retail pharmacy; b. A list of the top five prescribers of each Designated Controlled Substance by dosage volume and the top ten prescribers of all Designated Controlled Substances combined by dosage volume dispensed at each Walmart retail pharmacy. For each prescriber, the data shall include the following information:
i. Number of prescriptions and doses prescribed for each Designated Controlled Substance NDC;
ii. Number of prescriptions for each unique dosage amount (number of pills per prescription) for each Designated Controlled Substance NDC; iii. Prescriber name, DEA registration number, and address; and iv. Medical practice/specialties, if available;
c. Information on whether the method of payment was cash for Controlled Substances prescriptions dispensed at each Walmart retail pharmacy; and d. Information on top ten patient residential areas by five-digit ZIP code prefix for filled Designated Controlled Substances by dosage volume, including number of prescriptions and doses for each Designated Controlled Substance NDC dispensed at each Walmart retail pharmacy.

2. To the extent that a Settling Distributor distributes Controlled Substances to Walmart pharmacies, Walmart shall make Pharmacy Clearinghouse Data available to such Settling Distributor for provision to the Clearinghouse on a quarterly basis and Walmart will confer with such Settling Distributor(s) and the States Injunctive Relief Committee to determine: what additional information, if any, is needed from Walmart for a Settling Distributor to perform suspicious order monitoring, including in connection with the effective operation of the Clearinghouse to assist with suspicious order monitoring; if additional information is needed, how Walmart shall provide it to a Settling Distributor; and what information provided by Walmart to a Settling Distributor may be deposited by the Settling Distributor into the Clearinghouse. Due to patient privacy and legal restrictions, in connection with any meet and confer described above, Walmart will not agree to provide individual patient-level or prescription-level data, de-identified or otherwise, to the Settling Distributors and/or the Clearinghouse.

3. Walmart and Settling Distributors will also determine whether and in what amount Walmart will contribute financially to the Clearinghouse. Such contribution, if any, shall be in an amount proportionate to the contributions of other Chain Pharmacies based upon Controlled Substance market share, but in no event shall Walmart be P-22
obligated to contribute more than a total of $7,000,000 for the life of the Clearinghouse.

If Walmart contributes financially to the Clearinghouse and/or provides data directly to the Clearinghouse, it shall have the option, in its sole discretion, to have a seat on the Clearinghouse Advisory Panel with rights identical to those of the Settling Distributors. If Walmart becomes a member of the Clearinghouse Advisory, the number of state members shall remain equal to the number of non-state members

4. Any data provided by Walmart to a Settling Distributor and/or the Clearinghouse pursuant to these Injunctive Terms shall be treated in compliance with state and federal law, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and all applicable state and federal privacy laws.

5. At Walmart’s sole option, Walmart may obtain relevant information, analyses, and reports from the Clearinghouse, subject to the following conditions:
a. Walmart shall be permitted to use information obtained from the Clearinghouse for anti-diversion purposes, including the uses expressly contemplated by the Injunctive Terms.
b. Walmart shall ensure any data obtained from the Clearinghouse cannot be accessed by any of its employees or agents who are involved in negotiating pricing or other business terms with pharmaceutical distributors or manufacturers.
c. No pharmacy shall receive from the Clearinghouse information specific to another pharmacy. Notwithstanding the prior sentence, Walmart may receive from the Clearinghouse blinded data.
d. Walmart may use information it receives from the Clearinghouse only for the purposes of identifying, minimizing, or otherwise addressing the risk of Controlled Substances diversion. Walmart shall not attempt to obtain revenue from this information.
e. Walmart shall not sell (or obtain license fees for) data obtained from Clearinghouse to any third-parties.

3. Liability Related to the Clearinghouse.
a. Walmart is entitled to rely upon information or data received from the Clearinghouse, whether in oral, written, or other form. Walmart shall not have any liability (whether direct or indirect, in contract or tort or otherwise) to any party for or in connection with any action taken or not taken by the Clearinghouse. In addition, Walmart shall not have any liability (whether direct or indirect, in contract or tort or otherwise) to any party for or in connection with any action taken or not taken by Walmart based on incorrect, P-23
inaccurate, incomplete or otherwise erroneous information or data provided by the Clearinghouse, unless the information or data was incorrect, inaccurate, incomplete or otherwise erroneous because Walmart itself provided incorrect, inaccurate, incomplete or otherwise erroneous data or information to the Clearinghouse.
b. Reports or analysis generated by the Clearinghouse may not be based on complete data due to a lack of participation by other pharmacies and distributors. As such, Walmart shall not be held responsible for actions or inactions related to reports and analysis prepared by the Clearinghouse which may be based on incomplete data due to a lack of participation by other pharmacies and distributors.
c. Walmart shall not require any distributor to indemnify or otherwise be responsible to it for any claims resulting from the provision of data, including Pharmacy Clearinghouse Data, to the Clearinghouse, including, but not limited to, claims related to any data breaches occurring with the data transmitted to or maintained by the Clearinghouse. Nothing in these Injunctive Terms shall require Walmart to indemnify, or otherwise be responsible to, any pharmacy, distributor, or Walmart customer for any claims arising out of or resulting from the provision of data, including Pharmacy Clearinghouse Data, to the Clearinghouse, including, but not limited to, claims related to any data breaches occurring with the data transmitted to or maintained by the Clearinghouse.
d. Walmart and the Settling States shall not be liable for any breaches of any databases maintained by the Clearinghouse. This does not excuse the Clearinghouse or its vendor(s) from compliance with all state and federal laws and regulations governing (1) the protection of personal information and protected health information, or (2) notifications relating to Data Security Events. Solely for purposes of this Section XVII, the term “Data Security Event” means any compromise, or threat that gives rise to a reasonable likelihood of compromise, by unauthorized access or inadvertent disclosure impacting the confidentiality, integrity, or availability of Pharmacy Clearinghouse Data.

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EXHIBIT Q
[Intentionally Omitted]
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EXHIBIT R
Agreement on Attorneys’ Fees, Costs, and Expenses
This Agreement on Attorneys’ Fees, Costs, and Expenses (“Fee Agreement”) is entered between Walmart and the Plaintiffs’ Executive Committee appointed in the multidistrict litigation in the Northern District of Ohio, In re National Prescription Opiate Litigation, No. 1:17-MD-2804 (“MDL PEC”), in connection with the Walmart Global Opioid Settlement Agreement (“Walmart Agreement”). This Fee Agreement becomes effective on the Effective Date of the Walmart Agreement or the date that the Consent Judgments anticipated under the Walmart Agreement become final in 25 Settling States (whichever is later).

I. Definitions
A. This Fee Agreement incorporates all defined terms in the Walmart Agreement, unless otherwise defined herein, and shall be interpreted in a manner consistent with the Walmart Agreement.

B. “Applicant.” Any Attorney or MDL Participating Counsel who seeks an award of attorneys’ fees from the Attorney Fee Fund pursuant to the procedures established by the MDL Court and the Fee Panel.

C. “Attorney.” Any of the following retained through a legal contingency fee or hourly fee contract: a solo practitioner, multi-attorney law firm, or other legal representative of a Participating Subdivision or MDL Participating Counsel. This does not include Subdivision in-house attorneys.1
D. “Attorney Fee Fund.” An account consisting of funds allocated to pay attorneys’ fees approved pursuant to Section II.B of this Fee Agreement established by Order of and under the ongoing jurisdiction of the MDL Court, as provided below.

E. “Common Benefit.” Work performed for the benefit of all Participating Subdivisions and Tribal Nations, including, but not limited to, pretrial matters, discovery, trial preparation, trial, settlement negotiations, and all other work that advances the interests of the Participating Subdivisions.

F. “Common Benefit Fund.” The sub fund of the Attorney Fee Fund described in Section II.C.

G. “Contingency Fee Fund.” The sub fund of the Attorney Fee Fund described in Section II.D.
1 For the avoidance of doubt, Nassau County and Suffolk County of New York are eligible to receive payment under the Walmart Agreement and thus the legal services provided to Nassau County and Suffolk County in its litigation against Walmart, which was resolved through a separate settlement agreement, shall be treated as a Qualifying Representation for purposes of this Agreement.

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H. “Cost and Expense Fund Administrator.” The administrator appointed by the MDL Court on August 12, 2021 (MDL Docket No. 3828), to administer the Cost Fund and its sub funds as provided in the Fee Agreement.

I. “Court Common Benefit Fund.” The Common Benefit Fund established by the MDL Court in its orders of July 22, 2021, MDL Docket No. 3794, and May 9, 2022, MDL Docket No. 4428.

J. “Fee Entitlement.” Any right, entitlement, or expectation, including but not limited to a fee contract, contingent fee contract, agreement, referral arrangement, co-counsel arrangement, State Back-Stop Agreement, or any other arrangement by which counsel could receive compensation or other consideration. For the avoidance of doubt, the scope of Fee Entitlement under paragraph II.G.3.a does not include any Attorneys’ fees associated with representation of a State.

K. “Fee Panel.” The three-person panel appointed by the MDL Court on August 12, 2021 (MDL Docket No. 3828), to administer and make recommendations for the allocation and distribution of the Attorney Fee Fund and its sub funds as provided in the Fee Agreement.

L. “Later Litigating State.” A State that first files a lawsuit bringing a Released Claim against a Released Entity after November 14, 2022.

M. “MDL Court.” United States District Court for the Northern District of Ohio Eastern Division, Case No. 1:17-md-2804, Judge Dan Aaron Polster.

N. “MDL Expense Fund.” The cost fund described in Section II.F below.

O. “MDL Participating Counsel.” MDL Participating Counsel includes an attorney or firm authorized by MDL 2804 Lead Counsel to perform work for the Common Benefit of Participating Subdivisions. By way of example, it would include insurance counsel and appellant counsel.

P. “MDL PEC.” The Plaintiffs’ Executive Committee appointed by the MDL Court.

Q. “Non-Participating Litigating Subdivision.” A Litigating Subdivision that is not a Participating Subdivision.

R. “Non-Participating State.” A State that is not a Participating State.

S. “Participating Litigating Subdivision.” A Litigating Subdivision that is also a Participating Subdivision.

T. “Participation Agreement.” An agreement executed by an Attorney that acknowledges the obligation to pay an appropriate MDL Common Benefit Assessment.

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U. “Qualified Tribal Representation.” Representation by an attorney of a Participating Tribal Government regarding Released Claims against Released Entities. Such counsel are eligible for Common Benefit Fee consideration. The Walmart Tribal Global Settlement provides for the contribution to the Common Benefit Fund as shall be determined by the MDL Court.

V. “Qualifying Representation.” Legal services provided for representation of the MDL PEC or Participating Litigating Subdivision regarding Released Claims against Released Entities.

W. “State Back-Stop Agreement.” Any agreement by a Settling State and private counsel for Participating Subdivisions in that State (or legislation enacted in that State) to provide, adjust, or guarantee attorneys’ fees and costs, whether from the Attorney Fee Fund or any other source recognized in the agreement or legislation.2 X. “Subdivision Cost and Expense Fund.” The fund created to pay approved Subdivision and Tribal Nations costs and expenses as set forth in Section II.E.

Y. “Walmart.” (i) Walmart Inc. and (ii) all of its respective past and present direct or indirect parents, subsidiaries, divisions, affiliates, joint ventures, predecessors, successors, and assigns.

II. Fees and Costs
A. Total Attorneys’ Fees and Costs

1. Total attorneys’ fees and costs to be paid by Walmart to Attorneys under this Fee Agreement shall be up to but in no event more than $297,720,376.93, subject to the reductions and provisions set forth below. The total attorneys’ fees and costs consists of up to $267,720,376.93 for the Attorney Fee Fund, as set forth in Section II, and $30,000,000 in total for the Subdivision Cost and Expense Fund and MDL Expense Fund, as set forth in Sections II.E and II.F respectively.

2. If an Eligible State does not join the Agreement by the State Participation Date and is accordingly not a Settling State, the total attorneys’ fees and costs to be paid under this Fee Agreement by Walmart shall be reduced by twelve point four percent (12.4%) times the Remediation Payment amount that would have been allocated to that Non-Settling State as set forth in Section IV.B of the Walmart Agreement.

3. The total attorneys’ fees and costs to be paid under this Fee Agreement by Walmart shall also be reduced by the amount of the Contingency Fee Fund for Attorneys representing Litigating Subdivisions in any Settling State that continue 2 Nothing herein shall be understood to indicate approval for additional State Back-Stop Agreements or modifications of existing State Back-Stop Agreements.

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to pursue Released Claims (“Non-Participating Litigating Subdivisions”), as set forth in Section II.D.4 and II.H.7 below.

4. If Walmart settles with any Non-Settling State after November 14, 2022, and such settlement allows for the Subdivision(s) in such Non-Settling State to join the settlement, Walmart agrees to withhold from the attorney fee portion of such settlement a Common Benefit Fund assessment, to be deposited in the Common Benefit Fund, of 7.5% times the portion of the Remediation Payment that would have been due to such State if it had participated in the Walmart Settlement and been awarded its full portion of the Remediation Payment (the “Walmart State Settlement CBF Assessment”). If Walmart settles with any Subdivision(s) in a Non-Settling State other than in connection with a statewide settlement that includes the relevant State after November 14, 2022, then Walmart agrees to withhold from the attorney fee portion of such settlement a Common Benefit Fund assessment, to be deposited in the Common Benefit Fund, of 7.5% times the portion of the Remediation Payment that would have been due to such Subdivision under this Agreement (the “Walmart Subdivision CBF Assessment,” and, along with the Walmart State Settlement CBF Assessment, each a “Walmart CBF Assessment”). If (a) Walmart settles with a Non-Settling State after November 14, 2022, (b) such settlement does not allow for the Subdivision(s) in such Non-Settling State to join the settlement, and (c) Walmart later prevails in asserting that Released Claims of Primary Subdivisions in such Non-Settling State were released as a result of such settlement, Walmart agrees to deposit the Walmart State Settlement CBF Assessment in the Common Benefit Fund. Any Walmart CBF Assessment is inclusive of any assessment related to such settlement that would be required by the Ongoing Common Benefit Order (Dkt. #4428) in In re National Prescription Opiate Litigation, Case No. 1:17-md-2804.

To the extent that Walmart is required to pay any additional and/or separate assessment on such settlement as a result of the Ongoing Common Benefit Order, the Walmart CBF Assessment shall be reduced by the amount required to be paid pursuant to the Ongoing Common Benefit Order.

B. Attorney Fee Fund and Sub Funds

1. The Attorney Fee Fund shall consist of the Contingency Fee Fund and the Common Benefit Fee Fund.

2. There shall be a split of the Attorney Fee Fund into the Contingency Fee Fund and the Common Benefit Fund. The split shall be 40% to the Contingency Fee Fund and 60% to the Common Benefit Fund. The Cost Funds shall include the MDL Expense Fund, and the Subdivision Cost and Expense Fund. The State Counsel Fee Fund and the State Cost Fund shall be separate funds under the control of the Settling States.

3. The Contingency Fee Fund and the Common Benefit Fund shall be administered by a Fee Panel to be appointed by the MDL Court that will be governed by the provisions of this Fee Agreement and shall design the process R-5
and procedures for the allocation of fees pursuant to this Fee Agreement and the MDL Court’s Order. The Cost Funds shall be administered by the Cost and Expense Fund Administrator to be appointed by the MDL Court who will be governed by the provisions of this Agreement and shall design the process and procedures for the allocation of costs pursuant to this Agreement and the MDL Court’s Order.

4. The fees to be paid under this Fee Agreement are available for Attorneys engaged in Qualifying Representations and Qualified Trial Representations only.

Fees to be paid under this Fee Agreement are not available prior to the Effective Date of the Walmart Agreement. Fees to be paid under this Fee Agreement are not available for representation of States, Non-Participating Subdivisions or NonLitigating Subdivisions and are not available for representation of private hospitals, third-party payors, NAS claimants, personal injury/wrongful death claimants, or any entity other than Participating Litigating Subdivisions. In addition, fees under this Fee Agreement are not available for representation of any individual or entity in matters other than those claims against Released Entities, but may include a reasonable share of representations that involve development of facts for pursuit of opioid-related claims against multiple defendants in the pharmacy, manufacturing, and distribution chain.

5. In no event shall Walmart be required to pay more into the Attorney Fee Fund than the maximum amount specified in paragraph II.A.1. The amounts allocated to the Contingency Fee Fund and the Common Benefit Fund set by the Fee Panel shall be subject to the reductions set forth in Section II.A.2 and the reductions and refunds set forth below.

6. Awards of fees from the Contingency Fee Fund shall be available to Attorneys with Qualifying Representations of Participating Litigating Subdivisions eligible to receive an allocation under the Walmart Agreement, as set forth in Exhibit G to the Walmart Agreement, and shall be made by applying the Mathematical Model attached as Exhibit “A” to this Fee Agreement. The collection of the data and calculations for the Mathematical Model has been a cooperative effort among private counsel for a large number of Litigating Subdivisions. The analysis has been spearheaded by Joseph Tann and Andrew Arnold. The Fee Panel is encouraged to continue working with those counsel in application of the Model. The Fee Panel shall oversee the application of the Model and resolve any questions or disputes concerning the eligibility of a Counsel to participate as required in Section II.G. The Panel is empowered to hear disputes concerning and ensure the accuracy of the mathematical calculation.

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7. As to awards from the Contingency Fee Fund, there shall be no right of appeal.

8. Any appeal of an award of the Fee Panel from the Common Benefit Fund will be made to the MDL Court and be reviewed under an abuse of discretion standard.

C. Common Benefit Fund (60% of the Attorney Fee Fund.)

1. Walmart shall pay the entirety of the Common Benefit Fund payments into the Attorney Fee Fund within fifteen (15) calendar days of the Effective Date of the Walmart Agreement, subject to the reductions set forth in Section II.A.2 and the adjustments set forth below.

2. The Common Benefit Fund shall be available to compensate Attorneys engaged in Qualifying Representations of Participating Litigating Subdivisions and Qualified Tribal Representation of Tribal Participating Governments who:
a. have performed work for the Common Benefit of all Participating Subdivisions and/or Tribal Nations consistent with the provisions to the guidelines established by Judge Polster set forth in MDL 2804 and the Order dated May 1, 2018, under docket number 358, which is included herein by reference; and
b. satisfy the eligibility criteria set forth in Section II.G.

For purposes of Common Benefit Fund distribution, notwithstanding paragraph II.A.5, Attorneys representing Tribal Nations litigating against Walmart have also reached a settlement for Released Claims with Walmart, and these settlements are the subject of agreements with Walmart. Attorneys are eligible for Common Benefit consideration provided such agreement with Walmart became effective under their terms. Such Attorneys must meet the eligibility criteria in Section II.G.

For purposes of Common Benefit Fund distribution, notwithstanding paragraph II.A.5, MDL Participating Counsel not engaged in Qualifying Representations of Participating Litigating Subdivisions but who performed work for the Common Benefit pursuant to authorization from the MDL CoLeads and meet the eligibility criteria in Section II.G shall be eligible.

3. The Common Benefit Fund shall be overseen by the Fee Panel, which shall determine the allocation of funds to eligible Attorneys consistent with this Fee Agreement and the May 1, 2018 Order.

4. In assessing the benefits that an Applicant has conferred to Participating Subdivisions (including non-Litigating Subdivisions) and/or Tribes for R-7
purposes of any compensation decision, the Fee Panel shall give significant weight to the extent to which (i) the Applicant and his or her clients have contributed to increasing (or reducing) Subdivision Participation in the Walmart Agreement as of the Threshold Subdivision Participation Date, and (ii) the Applicant and his or her clients have contributed to increasing (or reducing) the amounts achieved under Incentive Payments A-D through participation in the Walmart Agreement, including the Walmart Tribal Agreement. The Fee Panel shall also consider additional fee recoveries the Applicant may potentially obtain, including, but not limited to, from attorney fee funds under other Settlement Agreements, State Back-Stop Agreements, representations of States or Tribal Nations, representations of other clients in opioids-related matters, or through the representation of Subdivision clients, whether they participated in the Walmart Agreement or not. It is the intent of this provision to recognize that the goal of the Walmart Agreement is to provide for maximum participation by the Subdivisions, maximum abatement funding for all Subdivisions nationally, and the maximum peace for Released Entities. Therefore, representing a Non-Participating Subdivision does not further the goal of the Walmart Agreement, and should not be considered Common Benefit because it does not increase funds available to Participating Subdivisions’ abatement programs. Representing Later Litigating Subdivisions or Later Litigating States is antithetical to the Walmart Agreement and detracts from Common Benefit. The Fee Panel shall consider this concept of “common detriment” set forth in this paragraph in all of its decision making with respect to the allocation of the Attorney Fee Fund among Applicants, as well as, in its discretion, any refunds provided to Walmart as set forth in Section II.H. The Fee Panel shall consider the totality of the Applicant’s Participating Litigating Subdivisions as compared to the Applicant’s Non-Participating Litigating Subdivisions; the Parties recognize that, although the goal is for 100% participation, Applicants with a greater number of clients have a greater probability of having one or more NonParticipating Litigating Subdivision. As used in this paragraph II.C.4, “client” or “representing” a Subdivision shall include any Litigating Subdivision as to which the Applicant has a Fee Entitlement.

5. As set forth in Section II.H, the Fee Panel must consider the factors described in paragraph II.C.4 to determine how and whether to allocate funds among Applicants and to determine the amounts to refund to Walmart. Any reduction to an Applicant not refunded to Walmart shall be allocated to attorneys whose Litigating Subdivision clients participated in the settlement by the Threshold Subdivision Participation Date.

D. Contingency Fee Fund. (40% of the Attorney Fee Fund.)

1. Walmart shall pay the entirety of the Contingency Fee Fund payment into the Attorney Fee Fund within fifteen (15) calendar days of the Effective Date of the Walmart Agreement, subject to the reductions set forth in Section II.A.2 and the adjustments set forth below.

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2. The Contingency Fee Fund shall be available to compensate Attorneys engaged in Qualifying Representations of Participating Litigating Subdivisions that meet the criteria set forth in Section II.G. a. The Contingency Fee Fund shall be available to Attorneys who represent Litigating Subdivisions that are Participating Subdivisions, whether their actions are filed in state or federal court, and meet the eligibility criteria of Section II.G.
b. Participation in the Contingency Fee Fund by counsel that have a case that is not subject to the jurisdiction of the MDL Court shall not create, provide, or waive jurisdiction of the MDL Court over that Litigating Subdivision, that case or Attorneys, other than to oversee the fairness of the distribution process, and enforcement of this Fee Agreement.

3. The amount owed by Walmart to the Contingency Fee Fund shall be reduced to reflect the non-joinder of Litigating Subdivisions in Settling States by subtracting the amounts identified by the Fee Panel, pursuant to paragraph II.H.7, that would have been owed to counsel for Non-Participating Litigating Subdivisions in Settling States had such Litigating Subdivisions been Participating Subdivisions. The Fee Panel shall remit payment to Walmart from the Contingency Fee Fund for any amounts corresponding to such reductions.

4. In the event that after the date of the Walmart Agreement, Walmart, prior to the Effective Date of the Walmart Agreement, settles with any Litigating Subdivision that would have been eligible to participate in the Settlement Agreement, and, under such settlement agreement pays attorneys’ fees, the Fee Panel shall treat those Litigating Subdivisions as Participating Litigating Subdivisions and, applying the same criteria applicable to all Attorneys for Participating Litigating Subdivisions, determine what amount they would have been paid from the Contingency Fee Fund if they had become Participating Subdivisions under the Walmart Agreement without such prior settlement. That sum, rather than being paid to the Attorney for the previously settling Litigating Subdivision, shall be returned to Walmart, except that such refund shall not be greater than the amount paid to the Attorneys under the Litigating Subdivision’s prior settlement agreement.

E. Subdivision Cost and Expense Fund

1. Walmart shall pay $22,500,000 into the Subdivision Cost and Expense Fund.

2. The Subdivision Cost and Expense Fund shall be available to compensate Attorneys for costs and expenses arising out of representation of Participating Litigating Subdivisions. No funds in the Subdivision Cost and Expense Fund R-9
may be used to compensate the costs incurred by Non-Participating Subdivisions or Non-Litigating Subdivisions or costs and expenses arising out of representation of any such Subdivision. In allocating the Subdivision Cost and Expense Fund, the Administrator shall not allocate any funds for costs incurred after November 14, 2022.

3. During the period between November 14, 2022 and the Effective Date, the MDL PEC, as well as Litigating Subdivisions eligible to claim costs from the Subdivision Cost and Expense Fund shall make best efforts to cease litigation activity against Walmart, including by jointly seeking stays or severance of claims against Walmart, where feasible, or postponements if a motion to stay or sever is not feasible or is denied, so long as such actions are not otherwise detrimental to the Litigating Subdivision.

4. In the event that Walmart, prior to the Effective Date of the Walmart Agreement, settles with any Litigating Subdivision and, under such settlement agreement pays costs to the Litigating Subdivision or its Attorney, the MDL Cost and Expense Fund Administrator shall treat those Litigating Subdivisions as Participating Litigating Subdivisions and, using the same criteria applicable to all applicants to the Subdivision Cost and Expense Fund, determine what amount in costs the Litigating Subdivision or its Attorney would have been paid from the Subdivision Cost and Expense Fund if they had settled under the Walmart Agreement. That sum, rather than being paid to the Attorney or the previously settling Litigating Subdivision, shall be credited and/or returned to Walmart, except that such sum shall not be greater than the amount paid under the previously settled Litigating Subdivision’s settlement agreement.

5. The Cost Fund shall be administered by the Cost Fund and Expense Fund Administrator (MDL Docket No. 3828), who will be governed by the provisions of this Agreement and shall design the process and procedures for the allocation of costs pursuant to this Agreement and the MDL Court’s Order.

6. The costs of the Cost and Expense Fund Administrator shall be paid from the Cost Fund and allocated by the Cost and Expense Fund Administrator between the MDL Direct Cost Fund and the Subdivision Cost and Expense Fund to fairly charge each fund the cost incurred in implementing and supervising the specific fund.

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7. The Cost and Expense Fund Administrator shall set the process and procedures for submission of and criteria for applications for payment of Subdivisions’ and Tribal Nations’ costs and expenses. The Cost and Expense Fund Administrator shall receive and evaluate applications from Participating Litigating Subdivisions and litigating Tribal Nations, whether filed in Federal Court or State Court, to seek reimbursement for eligible costs under Section II.E.2 in pursuit of claims against Walmart. The process shall require a showing that the costs or expenses sought were reasonably incurred in furtherance of active litigation of a designated state or federal bellwether trial-set case, or Common Benefit. The Cost and Expense Fund Administrator shall require transparency from all applicants as to any other sources for compensating Attorneys for Subdivisions and Tribal Nations for costs incurred. If funds remain after the reimbursement of approved out-of-pocket costs, the Cost and Expense Fund Administrator may consider reasonable and appropriate payment for client time, costs, or expenses incurred by recognized trial bellwether plaintiffs. At the conclusion of the process, any funds not allocated by the Cost and Expense Fund Administrator shall be transferred to the Common Benefit Fund established in this Exhibit R.

8. In the event that States and Subdivisions enter into an additional global settlement with a party or parties other than Walmart that is (a) under the jurisdiction of the MDL Court in MDL No. 2804, (b) creates a separate cost fund, and (c) unless the parties agree to another date, such agreement has an effective date prior to June 30, 2023, the Cost and Expense Fund Administrator shall have the authority to aggregate the Cost Fund with the cost fund created under that global settlement agreement. The Cost and Expense Fund Administrator shall have the authority to address the appropriate procedures and required information to allow the costs to be funded from the appropriate cost fund or shared by two or more cost funds; provided, however, that the Subdivision Cost and Expense Fund shall remain subject to the requirements set forth in Section II.E.2. For the avoidance of doubt, the Subdivision Cost and Expense Fund is available only to compensate Attorneys for costs and expenses arising out of representation of Participating Litigating Subdivisions and no funds in the Subdivision Cost and Expense Fund may be used to compensate the costs incurred by Non-Participating Subdivisions or Non-Litigating Subdivisions or costs and expenses arising out of representation of any such Subdivision.

F. MDL Expense Fund

1. Walmart shall pay $7,500,000 into the MDL Expense Fund.

2. The MDL Expense Fund shall be released following the Effective Date of this Fee Agreement without any delay to reimburse the MDL Counsel for an agreed-to portion of the expenses incurred, as approved by the Cost and Expense Fund Administrator. The sum deposited into the MDL Expense Fund will be paid directly to the MDL Cost Account, set up by MDL Order and will be administered under the ongoing jurisdiction of the MDL Court, as provided R-11
below. No funds may be used to compensate the costs incurred by NonParticipating Subdivisions or to compensate any Attorney for costs incurred in representing one or more Non-Participating Subdivisions.

3. In allocating the MDL Expense Fund, the Administrator shall not allocate any funds for costs incurred after November 14, 2022, unless the Administrator determines that there are sufficient funds to cover all subdivision costs incurred prior to November 14, 2022 and that special circumstances exist to justify costs incurred following the public announcement of the Walmart Agreement, including reasonable costs related to the implementation of the Walmart Agreement.

G. Eligibility

1. It is the intention of all parties participating in the Fee Panel process that there should be total transparency to the Fee Panel and to all fund participants. In connection with the process to be developed by the Fee Panel, any and all monies in attorney’s fees received or awarded, including prior or future Contingency Fees, Common Benefit Fees, referral fees, expenses paid, promises for payment, or any other Fee Entitlement, to any Applicant in any opioid litigation shall be disclosed to the Fee Panel as a condition of participating in the Attorney Fee Fund and prior to an award from the Fee Panel. Any payment, expectation of payment or perceived entitlement to participate in a State Back-Stop Agreement or any other agreement reached with a Settling State or any Subdivision or any other source regarding payment of fees must be disclosed to the Fee Panel. Similarly, any right to payment from any other fund, for example a fund for payment to lawyers representing Settling States or Tribal Nations or Subdivisions shall be disclosed to the Fee Panel. Because it is anticipated that there will be multiple firms listed on contingent fee agreements with Litigating Subdivisions, the Fee Panel shall establish procedures, with input from Attorneys for Participating Litigating Subdivisions, for which party or parties should petition for fees from such groups and to whom the fee shall be paid and thereafter distributed to co-counsel in accordance with applicable agreements.

For the avoidance of doubt, all Attorneys that are part of such groups must meet the eligibility criteria in paragraph II.G.3, must be subject to the criteria set forth in paragraph II.C.4, and must be disclosed to the Fee Panel.

2. An Applicant may apply for and recover attorneys’ fees from the Common Benefit Fund, the Contingency Fee Fund, and any fund created by a past or future State Back-Stop Agreement, provided the Applicant satisfies the requirements relevant to each such fund and requirements for disclosure to the Fee Panel.

3. An Attorney may not receive any payment from the Attorney Fee Fund (which includes both the Contingency Fee Fund and the Common Benefit R-12
Fund) unless the following eligibility criteria are met and annually certified by the Attorney:
a. The Attorney must expressly waive the enforcement against the Litigating Subdivision client of all Fee Entitlements (other than under State BackStop Agreements) arising out of or related to any or all Qualifying Representations of any Participating Litigating Subdivision prior to applying for attorneys’ fees from the Attorney Fee Fund. All applications for attorneys’ fees under this Fee Agreement shall include an affirmation by the Attorney of such waiver and notice to the client(s) of such waiver.

Such waiver shall not preclude the Attorney from submitting such Fee Entitlements to the Fee Panel as a factor for consideration in allocating payments from the Attorney Fee Fund or in connection with a State BackStop Agreement. For the avoidance of doubt, no Attorney may recover fees under this Fee Agreement unless the Attorney expressly agrees not to enforce Fee Entitlements as to each and every Participating Litigating Subdivision represented by that Attorney, but such Attorneys may participate in and receive funds from a State Back-Stop Agreement. b. The Attorney must represent that s/he has no present intent to represent or participate in the representation of any Later Litigating Subdivision or Later Litigating State with respect to Released Claims against Released Entities.
c. The Attorney must represent that s/he has not and will not engage in any advertising or solicitation related to Released Claims against Released Entities where such advertising or solicitation relates to a representation of a Subdivision eligible to be a Participating Subdivision after the Threshold Subdivision Participation Date.
d. The Attorney must represent s/he will not charge or accept any referral fees for any Released Claims brought against Released Entities by Later Litigating Subdivisions or Later Litigating States. This representation shall not prohibit Attorneys from receiving allocated shares of any future common benefit assessments arising out of settlements or judgments with Later Litigating Subdivisions or Later Litigating States that are the result of the MDL Court’s Common Benefit Order.
e. The Attorney may not have and must represent that s/he does not have a Fee Entitlement related to a Later Litigating Subdivision or Later Litigating State, other than a potential Common Benefit Fee. f. The Attorney must fully disclose the participation, or the anticipation of participation, in any agreement with a Settling State or Participating Subdivision concerning fees arising out of or related to the Walmart R-13
Agreement, including any fees paid or anticipated to be paid or any State Back-Stop Agreement.
g. The Attorney must identify for the Fee Panel whether s/he utilized state litigation work product or MDL work product, including but not limited to ARCOS data, document repositories, experts developed in the MDL, trial transcripts, or deposition transcripts. The Attorney must identify whether s/he signed the MDL Participation Agreement.
h. Any Attorney who applies for fees from one or both Funds must represent that, having exercised his/her independent judgment, s/he believes the Walmart Agreement to be fair and will make or has made best efforts to recommend the Agreement to his or her Subdivision clients in Settling States. For avoidance of doubt, each Attorney is expected to exercise his or her independent judgment in the best interest of each client individually before determining whether to recommend joining the settlement. All applications for attorneys’ fees or costs under this Section shall include an affirmation by the Attorney in compliance with this Subsection.

4. No Attorney receiving fees under this Fee Agreement may apply for or recover from the Attorney Fee Fund fees arising from representing a NonSettling State or a Non-Participating Subdivision, provided, however, that this provision is not intended to prohibit Attorneys who do not represent or otherwise have a contractual agreement with such Non-Settling State or NonParticipating Subdivision from receiving allocated shares of any future common benefit assessments that arise out of settlements or judgments involving such Non-Settling State or Non-Participating Subdivision. All applications for attorneys’ fees under this Section shall include an affirmation by the Attorney of compliance with this Section.

5. An Attorney who has filed an application under this section and received an award of attorneys’ fees shall provide a certification of compliance with the Sections of this Fee Agreement annually during the years upon which they are still entitled to receive attorneys’ fee payments under this Agreement. This certification will be done as directed by the Panel.

6. If, at any time, the Attorney is unable to make the representations set forth in this Section, such representations become untrue, or the Attorney falsely represents compliance with the eligibility criteria, the Attorney shall cease to be eligible to receive funds from the Attorney Fee Fund until further review by the Fee Panel of the Attorney’s eligibility under and compliance with this Section II.

7. If an Attorney has a Fee Entitlement with a Later Litigating Subdivision or Later Litigating State or otherwise becomes unable to reaffirm compliance with the eligibility criteria set forth above, the Attorney shall notify Walmart R-14
and the Fee Panel. For the avoidance of doubt, any Attorney who undertakes any new representation of, or has a Fee Entitlement with, a Later Litigating Subdivision or Later Litigating State shall be prohibited from receiving any future funds from the Attorney Fee Fund and be subject to additional obligations as set forth in Subsection 8 below. If an Attorney fails to notify Walmart and the Fee Panel of such Fee Entitlement with a Later Litigating Subdivision or Later Litigating State, the Attorney shall be required to refund amounts previously paid. The Fee Panel shall notify Walmart when it receives notification.

8. To the extent an Attorney who has received compensation from the Attorney Fee Fund based on Qualifying Representations of Participating Litigating Subdivisions under the Walmart Agreement represents a Later Litigating Subdivision or Later Litigating State, such Attorney shall be obligated to refund such amounts received as compensation from the Attorney Fee Fund to Walmart. Walmart or such Attorney may bring any dispute as to whether such Attorney shall be obligated to refund such amounts received from the Attorney Fee Fund to Walmart to the Fee Panel. Nothing herein shall require a multi-attorney law firm that has received compensation from the Attorney Fee Fund to refund such amounts if an attorney of the firm that is no longer affiliated with such law firm, after such departure, represents a Later Litigating Subdivision or Later Litigating State, provided that (a) neither the law firm nor any of its other attorneys have any contractual or financial arrangement regarding, stand to benefit directly or indirectly from, or directly or indirectly provide financial or other support of any kind to, the former attorney’s representation of the Later Litigating Subdivision or Later Litigating State and (b) if the former attorney was a partner or owner of the multi-attorney law firm at the time that the law firm received compensation from the Attorney Fee Fund, the former attorney shall be obligated to refund such amounts as the former attorney earned as a result of the compensation that the law firm received from the Attorney Fee Fund.

9. In the event that an Attorney is deemed ineligible by the Fee Panel (whether based on its initial application or subsequent recertification), the Fee Panel shall provide notice to the Attorney and give the Attorney 30 days to provide additional information such that the Fee Panel could re-consider the Attorney’s eligibility.

10. To the extent that an Attorney has a Fee Entitlement with a Participating Subdivision and is authorized to bring Released Claims against Released Entities, but such authorization is, in scope, less broad than the category of Released Claims set forth in the Walmart Agreement, such Attorney may participate fully in both the Contingency Fee Fund and the Common Benefit Fund, without any reduction imposed by the Fee Panel due to the scope of the authorization, so long as the Participating Subdivision fully releases all Released Claims against Released Entities.

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11. Attorneys applying to the Attorney Fee Fund knowingly and expressly agree to be bound by the decisions of the Fee Panel, subject to the limited appeal rights set forth in this Fee Agreement, and waive the ability to assert the lack of enforceability of the allocation reached through the procedures outlined herein.

12. Applicants are under an ongoing obligation to inform the Fee Panel in writing of any additional fees earned, expected, or received related to any Opioid litigation throughout the period of the Fee Panel’s operation.

H. Calculation of Amounts Due.

1. The Fee Panel shall be solely responsible for determining the amount of fees to be paid to each Applicant. None of the Released Entities shall have any responsibility, obligation, or liability of any kind whatsoever with respect to how attorneys’ fees are calculated under this Section, except that the Fee Panel may receive information from Walmart as to (a) the identity of Participating, Non-Participating, Litigating, Later Litigating, and NonLitigating Subdivisions; (b) the impact of non-participation by a Litigating Subdivision as is relevant to the Fee Panel’s determination in paragraph II.C.4; and (c) such other information as Walmart may voluntarily elect to provide.

2. The Fee Panel shall establish procedures for making determinations under this Fee Agreement consistent with this Fee Agreement and orders of the MDL Court. Such procedures may include submission of documentary and/or other evidence, interviews with Applicants and/or other counsel (including counsel for Walmart) that the Fee Panel deems appropriate, and/or other means of creating a record upon which fee awards will be based.

3. In making determinations under this Fee Agreement, the Fee Panel must apply the eligibility criteria set forth in Section II.G of this Fee Agreement and the criteria set forth in Section II. The Fee Panel shall ensure that payments are only made for Qualifying Representations of Participating Litigating Subdivisions. In addition, the Fee Panel will give consideration in regard to Common Benefit Fund awards to the Johnson factors, as well as the following factors (which factors may be applied and given relative weight in the Fee Panel’s discretion):
a. The Applicant’s contemporaneously recorded time and labor dedicated to Qualifying Representations along with the Applicant’s financial commitment to such Qualifying Representations. Claimed “time” will not be automatically accepted by the Fee Panel but will be critically reviewed and given substantially more weight and consideration if such time was subject to the audit process described in any Pretrial Order(s) governing the collection of common benefit time;
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b. The novelty, time, and complexity of the Qualifying Representations; c. The skill requisite to perform legal services properly and undesirability of the case;
d. The preclusion of other employment by the Applicant due to time dedicated to Qualifying Representations;
e. The Common Benefit, if any, alleged to have been conferred by the Applicant and whether such Common Benefit work product by that Applicant was used by others in parallel litigations against Released Entities whether within or outside the MDL, provided that any Applicant claiming that s/he substantially benefited cases other than those in which s/he entered an appearance as counsel must substantiate such claims by proffering factual support, such as proper supporting affidavits or other documents as determined by the Fee Panel with input from Attorneys for Participating Litigating Subdivisions;
f. Any “common detriment,” as set forth in paragraph II.C.4; g. Any contingent fee agreement or other Fee Entitlement with Participating Subdivisions, enforcement of which, except for State Back-Stop Agreements, are waived in conjunction with the application, the nature and extent of any work for those Participating Subdivisions, whether such Participating Subdivisions actively litigated and, if so, the nature and procedural history of such case(s);
h. The experience, reputation, and ability of the Applicant; i. Whether the Applicant’s clients brought Released Claims against Released Entities;
j. The status of discovery in cases primarily handled by the Applicant; k. The nature of any work by the Applicant on “bellwether” cases or cases that were similarly active in litigation;
l. Any pressure points successfully asserted by the Applicant in cases against Walmart or any risk for Walmart created by the Applicant in cases against Walmart;
m. Any risk for defendants created by Applicants in cases against Walmart; n. Successful and unsuccessful motion practice in cases worked on by the Applicant;
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o. The date of filing of any cases filed by the Applicant; p. Obtaining consolidation of the litigation in the Applicant’s jurisdiction; q. The number and population of entities represented by the Applicant and the fees that would have been awarded under extinguished contingent fee arrangements;
r. Whether the Applicant’s clients brought claims against Walmart prior to the announcement of this settlement on November 14, 2022; s. Whether the Applicant has had a leadership role in the litigation, whether in state or federal court;
t. Whether the Applicant has had a leadership role in any negotiations aimed at resolving the litigation;
u. Whether the Applicant’s cases have survived motions to dismiss; v. The extent to which the Applicant contributed to the work product used for the common benefit of opioids litigants, including, without limitation, work on ARCOS data, Prescription Data Monitoring Programs, IQVIA data, depositions, document production and analysis experts, motions, briefs and pleadings, trial preparations, and trials;
w. The extent to which litigation occurred prior to and contributed to completion of settlement negotiations, as distinct from litigation that occurred after the announcement of the Walmart Agreement on November 14, 2022, such latter litigation both being of less value and, the case of litigation filed after the announcement of the Walmart Agreement on November 14, 2022, resulting in a common detriment to the settlement process, which in both cases should be viewed less favorably; and x. Any other factors that the Fee Panel finds to be appropriate to consider after input from Applicants to the Attorney Fee Fund.

4. It is possible that the States and Subdivisions that are litigating Opioid cases will enter additional settlements in close proximity of the time for processing the Walmart Settlement. If there are additional settlements and these settlements create a Common Benefit Attorney Fee Fund to be administered by the Fee Panel, the Fee Panel may:
a. Consolidate the Common Benefit approval process to include evaluation of all Common Benefit Applications for all settlements entered after November 14, 2022;
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b. Determine the fair and equitable allocation of the Aggregate Common Benefit Fees that come after November 14, 2022, including consideration of beneficial or detrimental actions taken with respect to any Settling Defendant contributing to the Common Benefit Attorney Fee Fund; c. Give consideration to the amount and timing of each settlement, including the amount and timing of Common Benefit Fees;
d. The Fee Panel shall abide by the applicable Attorney Fee Agreement in each of the Settlements in Allocating the Common Benefit Fees provided for in the Settlement; and
e. Be guided in their work by the Orders of the Court related to Fees and Costs.

5. The Fee Panel shall develop procedures for receiving a single application, which may be updated or amended based on new information (such as participation by additional Litigating Subdivisions) from each Applicant seeking compensation from each sub fund of the Attorney Fee Fund pursuant to processes and procedures developed by the Fee Panel, which shall not be inconsistent with this Fee Agreement. Any request for attorneys’ fees not included on the single application or through the updating/amendment process designed by the Fee Panel shall be deemed waived. For purposes of transparency and to permit the Fee Panel to conduct its work, the application from each Applicant shall, at a minimum, require each Applicant to:
a. Identify all Litigating Subdivisions for which s/he is seeking payment from the Attorney Fee Fund;
b. Identify all Subdivisions in both Settling and Non-Settling States (and, where applicable, Tribal Nations) with respect to which s/he has a Fee Entitlement with respect to Relevant Claims against Released Entities, and identify all co-counsel in such cases;
c. Identify which of those Subdivisions are Participating Subdivisions and which are not (with similar information for Tribal Nations, where applicable);
d. Specify the specific fund or funds within the Attorney Fee Fund from which the Attorney is seeking compensation;
e. Demonstrate his or her eligibility for compensation from the relevant sub funds within the Attorney Fee Fund pursuant to the criteria set forth for the relevant sub fund;
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f. Identify any and all Fee Entitlements from representations of States, Tribal Nations, or other plaintiffs related to Released Claims against Released Entities or in opioids-related matters;
g. Notwithstanding “a-f” above, the Panel may consider a supplemental application if the Applicant shows good cause why circumstances exist that will lead to consideration for additional Common Benefit award.

Examples would include, but are not limited to, an Applicant having NonParticipating Litigating Subdivision clients that subsequently become Participating Subdivisions, a Bar Date passes that increases participation or an Allocation Agreement is reached.

6. With respect to the Common Benefit Fund, the Fee Panel shall (subject to any applicable MDL Court Order):
a. Review the applications of all Applicants seeking compensation from the Common Benefit Fund, including determining eligibility for each Applicant as set forth in Section II.G.
b. Using criteria set forth in Sections II.C and II.G, allocate amounts from the Common Benefit Fund to eligible Applicants, including payment amounts for each Payment Year. In making such allocations, the Panel shall apply the principles set forth in paragraph II.C.5 to the amounts paid to Applicants with a Common Benefit Fee Entitlement.

7. With respect to the Contingency Fee Fund, the Fee Panel shall:
a. Review the applications of all Attorneys seeking compensation from the Litigating Subdivision Fee Fund, including determining eligibility for each Attorney as set forth in Section II.G.
b. Apply the Mathematical Model in Exhibit A.
c. Use such allocations to determine refund amounts owed to Walmart from the Attorney Fee Fund, and inform Walmart and the MDL PEC of all such adjustments.

8. To the extent that there is a dispute about the calculations of the Fee Panel related to the amount that Walmart is required to pay (including application of any reductions or refunds under this Fee Agreement), such disputes shall be presented to the Fee Panel and any disputed funds be paid into/held in escrow.

The Fee Panel shall resolve such disputes expeditiously, with either Party having the right to seek review from the MDL Court.

9. For purposes of determination of fee or cost awards, allocations, reductions, and possible reversions under this Fee Agreement, unless specified otherwise R-20
a Subdivision will be considered a Non-Participating Subdivision if it is not a Participating Subdivision as of the deadline for the application for the fee at issue (or, if the determination does not involve a specific application, the date on which the record for such determination closes).

10. In the event that the Fee Panel, through the use of the Mathematical Model set forth in Exhibit A, allocates funds from the Contingency Fee Fund for an Attorney based on a Qualifying Representation of a Participating Litigating Subdivision and that Subdivision is in a Settling State in which the Consent Judgment has not been approved, such funds shall be placed into escrow until the Consent Judgment is approved, after which time they shall be released.

I. Miscellaneous.

1. The Fee Panel shall charge an hourly rate approved by the Court. The PreEffective Date costs associated with the Cost and Expense Fund Administrator shall be paid from funds in the Cost Fund. Post-Effective Date, the cost of the Fee Panel shall be charged against the applicable Fee Fund based on allocation by the Fee Panel and shall not be otherwise funded by Walmart.

2. The MDL PEC will seek, and the Attorneys General for Settling States and the Walmart will not oppose, a Common Benefit Fee Order requiring an assessment of 7.5% on the gross recovery (by judgment or settlement) of any Non-Participating Subdivision that is subject to the federal court jurisdiction, represented by a MDL PEC firm, represented by any Attorney receiving fees from the Common Benefit Fund, represented by any Attorney that signed a Participation Agreement or had been paid in a case otherwise under the jurisdiction of the MDL Court.

3. The MDL PEC shall provide to Walmart information the PEC has that identifies Attorneys who represent Litigating Subdivisions who are not Participating Subdivisions and who have an obligation to pay a common benefit assessment, either due to the MDL Court’s orders or having signed a Participation Agreement.

4. The MDL PEC and Walmart agree that it is a conflict of interest for an Attorney that had represented a Participating Subdivision to represent a Later Litigating Subdivision or Later Litigating State. This Subsection shall be enforceable to the extent permitted by the equivalent to Rules 1.16 and 5.6 of the ABA Model Rules of Professional Conduct in the relevant jurisdictions.

The MDL PEC represents that it will comply with this provision in the case of the Walmart Agreement until the Effective Date of the Walmart Agreement, as well as thereafter, if the Walmart Agreement proceeds.

5. Participating Subdivisions agree to instruct their counsel to treat information, work product and expert materials as confidential under Rule 1.6 of the ABA Model Rules of Professional Conduct. Accordingly, an Attorney shall not R-21
share information or work product with, or experts or materials to, nonparticipants (other than the Attorney’s own current clients or their lawyers, consultants, experts or other representatives or agents). However, nothing herein shall prevent MDL Leadership or PEC Counsel from fulfilling their obligations in any MDL and the MDL Court Order.

III. Miscellaneous
A. Termination. If the Walmart Agreement does not proceed past the date on which the Settlement Fund Administrator makes a determination as to whether the Subdivision Participation Thresholds have been satisfied and the time for the Parties to the Walmart Agreement to dispute such determination has passed, this Fee Agreement shall be null and void, Walmart shall have no obligation to make any payments under this Fee Agreement, and Walmart and the MDL PEC shall take such steps as are necessary to restore the status quo ante. All funds paid by Walmart into the Attorney Fee Fund and Cost Fund shall be promptly returned to Walmart (including interest that accrues during such time as the monies are in escrow).

B. MDL Court Consideration. This Fee Agreement shall be attached as an exhibit to the Walmart Agreement. This Fee Agreement shall also be submitted by Walmart and the MDL PEC to the MDL Court for approval pursuant to the motion and order that shall be attached, prior to the notice date under Section II.A.3 of the Walmart Agreement as to whether the State Participation Threshold has been satisfied, to this Fee Agreement, as Exhibit B.

1. In the event that the MDL Court, through an order, makes any change to the amounts potentially to be paid by Walmart under this Fee Agreement, makes any change to the Fee Panel’s consideration of the factors set forth in paragraph II.C.4, or any other material change to the draft Order attached as part of Exhibit B or the terms of this Fee Agreement, Walmart and the MDL PEC shall meet and confer concerning such changes. The MDL Court shall have no authority to increase the payments made by Walmart related to fees and costs beyond the amounts described in this Fee Agreement.

2. If Walmart and the MDL PEC are unable to reach agreement and revisions to this Fee Agreement, this Fee Agreement shall be null and void, Walmart shall have no obligation to make any payments under this Fee Agreement, and Walmart and the MDL PEC shall take such steps as are necessary to restore the status quo ante. All funds paid by Walmart into the Attorney Fee Fund and Cost Fund shall be promptly returned to Walmart (including interest that accrues during such time as the monies are in escrow prior to the Effective Date of the Walmart Agreement).

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C. Amendment. Once the MDL Court has entered an order implementing this Fee Agreement, this Fee Agreement can only be amended by (1) written agreement of Walmart and the MDL PEC and (2) approval by the MDL Court.

D. Jurisdiction and Enforcement. The MDL Court shall have exclusive and ongoing jurisdiction over the enforcement and implementation of this Fee Agreement as set forth herein. The MDL PEC shall be the Authorized Party to enforce this Fee Agreement, as to the payment obligations of Walmart as set forth in this Fee Agreement and as to Attorneys making application to the Funds under this Fee Agreement. Solely for purposes of assessing or allocating common benefit fees, the MDL Court will continue to have jurisdiction over the work product developed in the MDL Court by and under the direction of the MDL PEC with respect to claims against Walmart, including data and documents, depositions, expert reports, briefs and pleadings; and the MDL Court’s protective orders, management orders, and other decisions regarding such discovery and other work product, including but not limited to, conditions on its use, will continue in full force and effect. Nothing in this paragraph authorizes the MDL Court to act contrary to this Agreement or to share any of the work product, or provides the MDL Court with jurisdiction over the Walmart Agreement.

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Description of Mathematical Model for the Allocation of the Contingency Fee Funds Walmart Settlement Agreement
This document describes the Mathematical Model for allocation of the Contingency Fee Fund described in Exhibit R (Agreement of Attorneys’ Fees, Costs, and Expenses) to the Walmart Settlement Agreement.3 Awards of fees from the Contingency Fee Fund shall be available to Attorneys with Qualifying Representations of Participating Litigating Subdivisions eligible to receive an allocation under the Walmart Settlement Agreement.4 A Fee Panel shall oversee the application of the Model and resolve any questions or disputes concerning the eligibility of a counsel to participate. The Panel is empowered to hear disputes concerning and ensure the accuracy of the mathematical calculations.

In general terms, allocation of the Contingency Fee Fund shall be made by (1) determining the amount of the Settlement Fund that is attributable to each Participating Litigating Subdivision; (2) making certain adjustmentsto these amounts based on when the Subdivision filed suit and the terms of the applicable fee contract; and (3) dividing the Contingency Fee Fund proportionately among counsel for each Participating Litigating Subdivision based on the amounts calculated in subpart 2.

To collect a fee award from the Contingency Fee Fund, a Participating Litigating Subdivision must have named Walmart (or any Released Entity) in its lawsuit. The total maximum amount of the Contingency Fee Fund in the Walmart Settlement Agreement is $107,088,150.77.5 Allocation of the Contingency Fee Fund shall be made according to the following steps. These calculations are made only for purpose of determining the percentage share of the Contingency Fee Fund that Attorneys for each Participating Litigating Subdivision should receive, not for determining the dollar amount each Subdivision will receive. (1) For each Settling State, attribute 50% of the settlement funds for that State to its Subdivisions according to the Subdivision Allocation Percentage in Exhibit G to the Walmart Settlement Agreement.

Illustrative example:
• Assume that State A is allocated 1.00000% of the
$2,393,794,118.64 Remediation amount [see Exhibit M of the Walmart Settlement Agreement].
• 50% of the 1% share allocated to State A is $11,968,970.59. 3 See Walmart Settlement Agreement, Exhibit R § II.D.2. 4 Walmart Settlement Agreement, Exhibit R § II.D.2. 5 Walmart Settlement Agreement, Exhibit R § II.A.1 & II.D.1.

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• Assume that, per Exhibit G of the Agreement, the
Subdivision Allocation Percentage for City B in State A is

1.00000000%.
• For purposes of determining its counsel’s share of the Contingency Fee Fund, City B is attributed 1.00000000% of $11,968,970.59, or
$119,689.71.
(2) Adjust the amounts in paragraph 1 as follows:
a. Upward Adjustment for Early Filers. Increase the amount calculated in paragraph 1 above by 10% for any Litigating Subdivision that named Walmart in a suit before December 5, 2017, the date the National Prescription Opiate Litigation MDL was formed. If the Litigating Subdivision did not name Walmart in a suit before December 2, 2022, then fees from the Contingency Fee Fund will not be awarded to Attorneys with otherwise Qualifying Representations of that Participating Litigating Subdivision.

Illustrative Example:
• Assume City C is attributed $1,000,000 under paragraph 1 above.
• If City C named Walmart before 12/5/2017, the
attributed amount would be adjusted to $1,100,000.
b. Determine Amount Due under Contingency Fee Contract. Determine the amount that would be due to Attorneys with Qualifying Representations of each Participating Litigating Subdivision under the terms of the applicable fee contract if the Participating Litigating Subdivision were to receive the amount calculated in paragraph 2.a. This amount can be referred to as the Contingency Fee Assumption.

Illustrative Example:
• Continuing the example given in paragraph 2.a, if Attorneys have a 20% contingency fee contract with City C for the relevant litigation, the amount calculated in this step would be 20% of $1,100,000, or $220,000.

In the next step, the Contingency Fee Assumption is used to determine the percentage share of the Contingency Fee Fund due to Attorneys for each Participating Litigating Subdivision.
(3) Divide the Contingency Fee Fund proportionately among Attorneys for each Participating Litigating Subdivision in two ways:
a. National Fee Pool Calculation. Determine each Litigating Subdivision’s R-25
percentage share of all amounts due under contingency fee contracts nationwide by dividing the Contingency Fee Assumption calculated for each Subdivision in paragraph 2.b by the sum of all Contingency Fee Assumptions. Then multiply that percentage by the Contingency Fee Fund to figure each Subdivision’s dollar share of the Contingency Fee Fund (but only if the Subdivision timely named Walmart in a lawsuit).

Illustrative example:
• $220,000 [from para. 2.b] ÷ $120,000,000 [total amount owed under contingency fee contracts nationwide] = 0.1833333%6 • 0.1833333% * $107,088,150.77 [Contingency Fee Fund] = $196,328.28
b. Separate State Fee Pools Calculation. Determine each Litigating Subdivision’s percentage share of all amounts due under contingency fee contracts statewide by dividing the Contingency Fee Assumption calculated for each Subdivision in paragraph 2.b by the sum of all Contingency Fee Assumptions in the same State.

Then multiply that percentage by the portion of the Contingency Fee Fund that corresponds to that State’s Overall Allocation Percentage, shown in Exhibit F of the Walmart Settlement Agreement, to figure each Subdivision’s dollar share of the Contingency Fee Fund.

Illustrative example:
• 1% * $107,088,150.77 = $1,070,881.51 [amount of
the Contingency Fee Fund corresponding to State A]
• Assume a total of $1,600,000 is owed under contingency fee contracts for State A.
• $220,000 [from para. 2.b] ÷ $1,600,000 = 13.75%
• 13.75% * $1,070,881.51 = $147,246.21
The award of fees to Attorneys with Qualifying Representations of Participating Litigating Subdivisions will be the average of the final amounts calculated in paragraphs

3.a and 3.b above less any amounts the Fee Panel is authorized to, and does, withhold. 7 Paragraph 3.a represents allocation based on a proportional share of a National Fee Pool, while paragraph 3.b represents allocation based on a proportional share of the Separate State Fee Pools. In other words, for the National Fee Pool described above in paragraph

3.a, the contingency fee contract rate is compared to all other contingency fee contract 6 In this example, $120 million is the amount theoretically owed under all contingency fee contracts for litigation against Walmart as calculated in paragraph 2.b. This amount is illustrative only; the actual amount will not be known until all litigating subdivisions are identified and the terms of their contingency fee contracts are collected. 7 The model also enforces a maximum fee award of 20% of the amount calculated in paragraph 2.b.The description in this document of the Mathematical Model is by necessity an abstraction; the precise contours of the calculations are defined in the model itself.

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rates in the nation. For the Separate State Fee Pools described above in paragraph 3.b, the contingency fee contract terms are compared to the other contingency fee contract terms in that same State. The National Fee Pool and the Separate State Fee Pools are given equal weighting.

Using the first methodology, Attorneys for two Subdivisions in different States with the same amount calculated under paragraph 2.b would be assigned the same amount under paragraph 3.a. Using the second methodology, Attorneys for the same two Subdivisions would be assigned different amounts under paragraph 3.b because they are in different States. Specifically, the Subdivision in the State with a smaller proportion of Participating Litigating Subdivisions would be allocated more than the Subdivision in the State with a greater proportion of Participating Litigating Subdivisions.

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By:

Name: Rachel Brand
Executive Vice President of Global
Governance, Chief Legal Officer and
Corporate Secretary
Date:

On behalf of Walmart Inc.

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By:

Name: Paul T. Farrell, Jr.

Date:

By:

Name: Jayne Conroy
Date:

By:

Name: Joseph F. Rice
Date:

On behalf of Plaintiffs’ Executive Committee
S-1

EXHIBIT S
Agreement on the State Outside Counsel Fee
Fund for Chain Pharmacy Settlements

1. Definitions.
a. “Chain Pharmacy” means any of CVS, Walgreens, and Walmart, and “Chain Pharmacies” means all of the foregoing.
b. “Multistate Chain Pharmacy Settlement Agreement” means This Settlement Agreement along with any other settlement of opioids-related claims among 30 or more states and a Chain Pharmacy.
c. “This Settlement Agreement” means the settlement agreement between the Settling States and the Chain Pharmacy to which this Agreement is attached as an Exhibit.
d. “Settling Chain Pharmacy” means the Chain Pharmacy that is a party to This Settlement Agreement.
e. “Settling States” has the meaning given such term in the relevant Multistate Chain Pharmacy Settlement Agreement.

2. Creation of a State Outside Counsel Chain Pharmacies Fee Fund. The Settling States have agreed to the creation of a state outside counsel fee fund to pay reasonable attorneys’ fees of Settling States which have retained outside counsel in connection with litigation against one or more Chain Pharmacies (such fund, the “State Outside Counsel Chain Pharmacies Fee Fund”).

3. State Outside Counsel Chain Pharmacies Fee Fund Administration. The State Outside Counsel Chain Pharmacies Fee Fund shall be administered separately from any other funds for the payment of attorneys fees or costs in connection with This Settlement Agreement, including any common benefit fund, contingency fee fund for subdivision counsel, state cost fund, or MDL expense fund. If necessary, a committee of Attorneys General shall be convened to oversee the State Outside Counsel Chain Pharmacies Fee Fund (the “Chain Pharmacies Fee Fund Committee”). The Chain Pharmacies Fee Fund Committee shall be appointed by the Settling State Members of the Enforcement Committee and shall be comprised solely of Attorneys General of Settling States that engaged outside counsel to pursue litigation against one or more Chain Pharmacies. The Settlement Fund Administrator (the “Fee Fund Administrator”) shall administer the State Outside Counsel Chain Pharmacies Fee Fund according to this Exhibit and, if convened, the guidelines and directives of the Chain Pharmacies Fee Fund Committee.

4. State Outside Counsel Chain Pharmacies Fee Eligibility. a. To receive any amount from the State Outside Counsel Chain Pharmacies S-2
Fee Fund, an outside counsel to a Settling State must have filed and maintained an action in the name of a Settling State or its Attorney General against a Chain Pharmacy in a state or federal court as of November 1, 2022. No Settling State (or its outside counsel) shall receive funds from both the State Outside Counsel Chain Pharmacies Fee Fund and any “Additional Remediation Amount” as may be provided for in This Settlement Agreement.
b. In addition to the eligibility criteria set forth in Paragraph 4.a, above, and for the avoidance of doubt, only Settling States under This Settlement Agreement are eligible to receive any funds paid into the State Outside Counsel Chain Pharmacies Fee Fund as a result of This Settlement Agreement.

5. State Outside Counsel Chain Pharmacies Fee Fund Amount. The Settling Chain Pharmacy shall pay funds into the State Outside Counsel Chain Pharmacies Fee Fund in an amount equal to, and on the schedule identified in Exhibit M (the “Contribution”). The Settling Chain Pharmacy’s Contribution shall subject to a reduction as described in Paragraph 8, below.

6. State Outside Counsel Chain Pharmacies Fee Fund Availability and Calculation of Amount.
a. The State Outside Counsel Chain Pharmacies Fee Fund shall be available to compensate private outside counsel for Settling State Attorneys General for approved fees arising out of representation of the Settling State pursuant to the schedule attached to this agreement as Schedule I (the “Fee Schedule”).
b. The Fee Schedule is intended to reflect the fee calculation in subparagraph

6.c, below (the “Fee Calculation”). Subject to adjustments required by Paragraph 8, below, in the event of any discrepancy between the Fee Schedule and the Fee Calculation, the Fee Schedule shall control. Each Settling State, by becoming a Participating State in This Settlement Agreement, agrees that the Fee Schedule reflects the Fee Calculation and waives any right to contest the accuracy of the Fee Schedule, absent manifest error, the exclusion of a Settling State, or the inclusion of a NonSettling State. The version of the Fee Schedule reflecting any necessary adjustments shall be the “Final Fee Schedule.”
c. Fees shall be aggregated across the Multistate Chain Pharmacy Settlement Agreements and be calculated by adding two components: (a) a fixed amount consisting of fifty percent (50%) of the amount of remediation funds allocated to a Settling State and its Subdivisions pursuant to the Multistate Chain Pharmacy Settlement Agreements multiplied by 4.5% (or, if lower, the applicable contingency fee percentage in the Settling State’s S-3
outside counsel contract); and (b) a proportional percentage of the remaining fee due under that Settling State’s contract with its outside counsel assuming that fifty percent (50%) of the Settling State’s recovery is allocable to a Settling State (rather than allocable to the Settling State’s Participating Subdivisions) so that the fees of all eligible Settling States (minus the fixed amount that would have been allocated to any NonSettling States had they become Settling States) exhausts the State Outside Counsel Chain Pharmacies Fee Fund. The proportional share percentage will be the same for each Settling State included in the State Outside Counsel Chain Pharmacies Fee Fund. Fees shall be split proportionally among each Multistate Chain Pharmacy Settlement Agreement, as set forth on the Fee Schedule.
d. All amounts paid will be less any costs or fees of the Fee Fund Administrator. The Fee Schedule reflects a holdback amount of $50,000 for such administrative expenses of the Fee Fund Administrator. The remainder of any unused administrative expenses shall be disbursed pro rata to States receiving monies from the State Outside Counsel Chain Pharmacies Fee Fund at the conclusion of such administration.

7. Payment by the Fee Fund Administrator.
a. The Fee Fund Administrator shall hold the Contribution in escrow until the earlier of (1) the last of the three Multistate Chain Pharmacy Settlement Agreements becomes effective or (2) when instructed by the Settling State Members of the Enforcement Committee.
b. Subject to eligibility pursuant to Paragraph 4, above, a Settling State’s outside counsel may receive funds from the State Outside Counsel Chain Pharmacies Fee Fund in the following scenarios (“Payment Scenarios”):

1. The Settling State’s outside counsel agrees that the amount listed for such state on the Final Fee Schedule either satisfies in full or exceeds the amounts owed to all such Settling State’s outside counsel and such counsel has provided written notice waiving all entitlement to additional fee in respect of any Multistate Chain Pharmacy Settlement Agreement.

2. The Settling State and its outside counsel enter into a signed writing establishing the amount owed to the counsel, which includes an agreement on the payment of the amount listed for such state on the Final Fee Schedule and waives any right of the State or its outside counsel to additional amounts from the State Outside Counsel Chain Pharmacies Fee Fund.

3. A final judgment is entered that is no longer appealable, which judgement adjudicates the amount owed to the Settling State’s counsel in respect of This Settlement Agreement and directs the Chain Pharmacies Fee Fund Committee how to pay the amount S-4
listed on the Final Fee Schedule for such State.

If no Payment Scenario is applicable with respect to a Settling State, then the Settling State’s share shall be placed in an interest-bearing escrow account (less reasonable expenses of the Fee Fund Administrator) and held unless and until a Payment Scenario is applicable. c. Upon the applicability of a Payment Scenario 1 with respect to a Settling State, the Fee Fund Administrator shall pay that Settling State’s outside counsel the amount identified on the Final Fee Schedule for such state or such lesser amount that satisfies the Settling State’s obligation to its outside counsel in full. Any remaining allocation to such State shall be paid to the Settling State.
d. Upon the applicability of a Payment Scenario 2 or 3 with respect to a Settling State, the Fee Fund Administrator shall release monies from the State Outside Counsel Chain Pharmacies Fee Fund in either the amount held by the Fee Fund Administrator, if the amount of the agreement or judgment is equal to or more than the amount held, or the amount indicated in the agreement or in the final judgment, if the amount in the agreement or judgment is less than the amount held.
e. Nothing herein, including the amounts listed in Paragraph 6 above or on any Fee Schedule, shall prevent a Settling State from arguing in any proceeding with its outside counsel that (i) its recovery was less than fifty percent (50%) of the recovery in the settlement agreement down to and including fifteen percent (15%) of the total recovery; (ii) any payment should be discounted by an appropriate discount rate commensurate to the risk of the settlement agreement and the timeline that the Settling State is receiving its payments; (iii) the settlement amount should be lower because the amount a Settling State receives was reduced because such Settling State’s outside counsel failed to obtain joinder from a Settling State’s Subdivision(s) that the outside counsel also represented; or (iv) any limitation placed by the Settling Chain Pharmacy bars payment of a higher fee to outside counsel. f. In the event the amount due to the Settling State’s outside counsel from an escrow account is less than the total amount of funds escrowed on the account of the Settling State, the balance shall be paid to the Settling State.

In no event, other than a State becoming a Non-Settling State, shall funds revert to a Chain Pharmacy.

8. Reduction of Amounts Owed
a. Non-Settling States; Reversion and Redistribution. Amounts owed by the Settling Chain Pharmacy to the State Outside Counsel Chain Pharmacies Fee Fund shall be reduced by amounts allocated to the fixed amount for such State under This Settlement Agreement in the event that a listed State becomes a Non-Settling State. Specifically, the reduction in the S-5
amount owed by the Settling Chain Pharmacy shall be calculated as 2.25% times the total Remediation Payments that would have been allocated to the Non-Settling State had it been a Settling State. The payments for the other Settling States reflected in the Fee Schedule shall be adjusted by the Fee Fund Administrator to reflect a recalculated proportional percentage under the Fee Calculation.
b. Settling States; Redistribution. If a Settling State under This Settlement Agreement (i) would otherwise be entitled to a payment from the State Outside Counsel Chain Pharmacies Fee Fund and (ii) is eligible to be a “Settling State” under either of the two other Multistate Chain Pharmacy Settlement Agreements but does not become such a “Settling State,” then that Settling State’s payment from the State Outside Counsel Chain Pharmacies Fee Fund shall be reduced to an amount equal to the Contribution times the Settling State’s allocation percentage on Exhibit F, which shall be treated as an additional remediation payment in lieu of a fee payment. The payments for the other Settling States reflected in the Fee Schedule shall be adjusted by the Fee Fund Administrator to reflect a recalculated proportional percentage under the Fee Calculation. c. If either or both of the other Chain Pharmacies fail to enter into a Multistate Chain Pharmacy Settlement Agreement, or if such Multistate Chain Pharmacy Settlement Agreements fail to take effect by December 15, 2023, then the Settling Chain Pharmacy and the Enforcement Committee shall renegotiate the terms of Paragraph 8.a in order to permit prompt payment to Settling States that terminated contested litigation with the Settling Chain Pharmacy, and permitting additional time if necessary to finalize payments to the other Settling States. In no event will such renegotiation result in additional reversion of monies in the State Outside Counsel Chain Pharmacies Fee Fund to the Settling Chain Pharmacy.

9. Interpretation.
a. This Agreement shall be an Exhibit to each Multistate Chain Pharmacy Settlement Agreement and shall include the Fee Schedule setting forth the presumptive payment calculations for each eligible Settling State. By joining This Settlement Agreement, each State agrees on the presumptive accuracy of the Fee Schedule, absent manifest error, the inclusion of a Non-Settling State, or the exclusion of a Settling State.
b. It is the intent of all parties that the State Outside Counsel Chain Pharmacies Fee Fund function in a similar manner, with similar calculations and mechanics, as the “State Outside Counsel Fee Fund” established in Exhibit S of that certain settlement agreement dated as of July 21, 2021 setting forth the terms of settlement between and among McKesson Corporation, Cardinal Health, Inc., and AmerisourceBergen Corporation, on the one hand, and certain settling states and certain participating subdivisions, on the other S-6
hand.

S-7
Schedule I to Exhibit S
Fee Schedule
[This Fee Schedule is subject to adjustment pursuant to Paragraph 6.b of Exhibit S)] State Total Fee Walgreens Share Walmart Share CVS Share Alaska $1,851,826.21 $691,943.15 $416,884.80 $742,998.26 Arkansas $4,873,566.77 $1,821,030.03 $1,097,141.78 $1,955,394.96 Delaware $3,726,440.37 $1,392,401.12 $838,899.65 $1,495,139.61 Kentucky $7,773,195.40 $2,904,489.25 $1,749,908.82 $3,118,797.34 Michigan $22,162,404.67 $8,281,081.68 $4,989,220.69 $8,892,102.29 Mississippi $4,641,790.38 $1,734,425.75 $1,044,964.07 $1,862,400.56 Nevada $9,363,802.33 $3,498,826.64 $2,107,987.70 $3,756,987.99 New
Hampshire
$5,985,080.61 $2,236,352.15 $1,347,366.79 $2,401,361.67 New Mexico
$2,748,895.55 $2,748,895.55 $- $-
Puerto Rico
$6,893,516.73 $2,575,793.38 $1,551,874.76 $2,765,848.60 South Dakota $1,101,349.40 $411,524.13 $247,936.78 $441,888.49 Utah $2,884,152.67 $1,204,171.82 $603,818.18 $1,076,162.67 West Virginia $2,399,292.74 $2,399,292.74 $- $-
Admin Expense Holdback $20,875.66 $10,467.86 $18,656.48 Total $31,921,103.05 $16,006,471.88 $28,527,738.91
Excluded States:
• Florida (Walgreens; Walmart; CVS)
• New Mexico (Walmart; CVS)
• West Virginia (Walmart; CVS)
T-1

EXHIBIT T
Agreement on the Joint State Cost Fund

1. Definitions.
a. “Opioids Defendant” means Walmart, or such other defendant in opioidsrelated litigation that enters into a Multistate Settlement after November 1, 2022, and “Opioids Defendants” means all of the foregoing. b. “Multistate Settlement” means this Settlement Agreement along with any other settlement of opioids-related claims among 30 or more states and an Opioids Defendant.
c. “Settlement Agreement” means the settlement agreement between the Settling States and the Opioids Defendant to which this Agreement is attached as an Exhibit.
d. “Settling Opioids Defendant” means the Opioids Defendant that is a party to the Settlement Agreement.
e. “Settling States” has the meaning given such term in the Settlement Agreement.

2. Creation of a State Cost Fund. The Settling Opioids Defendant and the Settling States agree to the creation of a fund to pay costs and expenses associated with litigation and investigations related to the opioids litigation (such fund, the “State Cost Fund”). The State Cost Fund shall be administered separately from any other funds for the payment of attorneys fees or costs in connection with the Settlement Agreement, including any common benefit fund, contingency fee fund for subdivision counsel, subdivision cost fund, or MDL expense fund. However, the State Cost Fund shall be administered jointly with similar “State Cost Funds” created in other Multistate Settlements after November 1, 2022; any state cost funds jointly administered in this manner shall be referred to as the “Joint State Cost Fund.” To the extent permissible and feasible, the Joint State Cost Fund may also be jointly administered with any fund for reimbursement of states’ litigation and investigation costs established by a bankruptcy plan, including the Mallinckrodt bankruptcy plan, any plans that may emerge from the bankruptcies of Purdue and Endo, and any similar bankruptcies of opioids defendants. To the extent feasible, the Joint State Cost Fund may also be jointly administered with the State Cost Funds established pursuant to the Distributors Multistate Settlement and the Janssen Multistate Settlement.

3. State Cost Fund Amount. The Settling Opioids Defendant shall pay into the State Cost Fund in the amount listed on, and on the schedule set forth in, Exhibit M (the “Settling Opioids Defendant’s Contribution”) for the purpose paying States’ costs and T-2
expenses associated with to the opioid litigation.

4. Joint State Cost Fund Committee. A committee of Attorneys General or their designated representatives (such committee, the “Joint State Cost Fund Committee”) shall oversee the Joint State Cost Fund. The committee shall be appointed by the Settling State Members of the Enforcement Committee, who shall aim to (i) have equal representation between states that retained contingency fee outside counsel and states that did not retain contingency fee outside counsel with respect to opioids-related litigation, and (ii) maintain consistency of committee membership across state cost funds that compose the Joint State Cost Fund. The Settling State Members of the Enforcement Committee may by majority vote add to or change the composition of the Joint State Cost Fund Committee.

5. Joint State Cost Fund Administrator.
a. The Joint State Cost Fund Committee may select an administrator (the “Joint State Cost Fund Administrator”), who shall administer the Joint State Cost Fund and direct payments to Settling States according to the guidelines and directives of the Joint State Cost Fund Committee. While the expenses of the Joint State Cost Fund Administrator shall be reimbursable pursuant to the principles and guidelines listed below, the Joint State Cost Fund Administrator shall first rely on any separate funds that may be set aside for such purpose in any Multistate Settlement. b. The Joint State Cost Fund Administrator shall be responsible, under the direction and supervision of the Joint State Cost Fund Committee, for receiving and reviewing applications for reimbursement from the Joint State Cost Fund. This may include the creation of an audit process to ensure the integrity of submissions, as well as reimbursement rules to incentivize accurate submissions.

6. State Cost Fund Guidelines and Principles.
a. Monies in the State Cost Fund shall be released without any delay to reimburse Settling States for documented costs incurred or paid in connection with litigation and investigation related to the opioid litigation. b. In allocating the Joint State Cost Fund, the Joint State Cost Fund Committee shall seek to comply with the following principles:

1. Each State Cost Fund should be used to reimburse costs incurred by States that are Settling States in the Multistate Settlement from which funds are paid. (However, the foregoing sentence does not preclude a Non-Settling State that joins a separate Multistate Settlement from participating in the Joint State Cost Fund with respect to contributions made by other Opioids Defendants.) T-3

2. Funds in any State Cost Fund shall be primarily used to reimburse costs incurred prior to the date on which the relevant Multistate Settlement was first made available for participation to eligible States. Regardless of other factors considered in prioritizing payments, all costs incurred prior to January 1, 2023, shall be paid before any costs incurred after that date are paid.

3. The Joint State Cost Fund shall prioritize the reimbursement of the following over reimbursement of any State’s litigation or investigation costs:
• the reasonable costs of the Joint State Cost Fund
Administrator;
• repayment of National Association of Attorneys General grants made in connection with opioid litigation, without regard to when the grants were made;
• repayment of state-attributable costs of any mediator in connection with negotiations of a Multistate Settlement;

4. The Joint State Cost Fund shall seek to prioritize costs in the following order:
• litigation-related costs; then
• investigation-related costs; then
• settlement and negotiation related costs; then
• cost shares.

5. Costs incurred by a State’s outside counsel that the State is contractually obligated to reimburse shall be treated as costs incurred by a State.

6. As between similar categories of costs (e.g., defendant-specific litigation-related costs), the Joint State Cost Fund shall first reimburse costs incurred by a State’s outside counsel that the State is contractually obligated to reimburse out of its recovery, and then reimburse costs directly incurred by States.

7. The Joint State Cost Fund shall be available to reimburse only those costs which have not yet been reimbursed to a State from any other source, including any other fund set aside in a Multistate T-4
Settlement or bankruptcy plan for the reimbursement of costs or any individual state settlements.

8. The Joint State Cost Fund should not reimburse expenses that are expected to be reimbursed from another source, such as a bankruptcy debtor, unless such expected reimbursements do not come to fruition within a reasonable amount of time. This includes cost shares paid by states.

9. When coordinating among different state cost funds that each could be used to reimburse a given expense, the Joint State Cost Fund Committee may set guidelines to equitably distribute reimbursements across all state cost funds in a manner that prioritizes costs unlikely to be otherwise reimbursed to a similarly situated State.

10. The Joint State Cost Fund may deny reimbursement of costs, on either an individual basis or a categorical basis, that a supermajority (75%+) of the Joint State Cost Fund Committee determines to be unreasonable.

11. After all costs identified in the foregoing have been reimbursed, the remaining funds in the Joint State Cost Fund shall be distributed to states in proportion to their allocation of remediation payments in the Mallinckrodt bankruptcy plan. Such distribution shall be treated as a reimbursement for States’ unenumerated costs of administering the Multistate Settlements and no subdivision shares shall be carved out of such disbursement, nor shall any attorney’s fees be assessed against such distribution (unless individually agreed to by a State).
c. In applying the foregoing principles, the Joint State Cost Fund Committee shall have the discretion to vary their application in order to ensure equity among similarly situated states and to facilitate the ease and speed of administering the Joint State Cost Fund. The Joint State Cost Fund Committee may also apply percentages to approximate costs attributable to a particular Opioids Defendant (or categories of Opioids Defendants) in a manner that seeks to treat similarly situated states equitably. d. The Joint State Cost Fund Committee shall establish guidelines for the submission and approval of expenses eligible for reimbursement from the Joint State Cost Fund, which guidelines may be coordinated and consolidated with any similar cost funds in other state opioid settlements for purposes of joint administration and efficiency.

T-5
e. Unless waived by the Joint State Cost Fund Committee, the Joint State Cost Fund Administrator shall, in accordance with such guidelines, receive from Settling States records sufficient to demonstrate the incurrence and payment of each expense.
f. Where the Joint State Cost Fund Committee determines by a supermajority vote (75%+) that outside counsel for a Settling State has failed to exercise reasonable diligence in reviewing submitted costs for allowability, and such failure has resulted in the reimbursement of unallowed costs to such outside counsel, the Committee shall have the discretion to reduce or recover payments made to such outside counsel in an amount calculated to incentivize the exercise of reasonable diligence.

7. State Undertakings. Each State submitting for reimbursement of costs from the Joint State Cost Fund agrees:
a. to only submit costs allowable under this Joint State Cost Fund Agreement; b. to provide all back-up documentation that may be requested with respect to any submitted cost and to make itself available for any questions related to such costs;
c. to exercise reasonable diligence to ensure that all submitted costs are allowable under (i) this Joint State Cost Fund Agreement, (ii) the State’s contract with its outside counsel, if relevant, (iii) state law, and (iv) the policies and procedures applicable to the State’s retention of outside counsel, if relevant; and
d. to promptly return any excess payments made to the State or its outside counsel from the Joint State Cost Fund, including payments made for costs that were reimbursed from another source or are not allowable hereunder.

U-1

EXHIBIT U
IRS Form 1098-F
*Amounts to be completed following confirmation of settlement participation.

V-1

EXHIBIT V

WALMART SETTLEMENT AGREEMENT SIGN-ON FORM
This form indicates whether a State has determined to become a Settling State under the Walmart Settlement Agreement. Each Settling State’s Attorney General represents that he or she has or has obtained (or will obtain no later than the Threshold Subdivision Participation Date) the authority set forth in Section X.G. Attorneys General that determine to become a Settling State are committing to obtaining any necessary additional State releases prior to the Effective Date.

The State/Commonwealth/Territory of ____________________________ has determined:
☐ to become or
☐ not to become
a Settling State under the Walmart Settlement Agreement _____________________________________ ________________
Signature Date
____________________________________ ____________________________________ Printed Name Title
(1) Primary Contact for Your Office
Name:

Title:

Email:

Direct Phone Number:

V-2
(2) Secondary Contact for Your Office
Name:

Title:

Email:

Direct Phone Number:
(3) DEADLINE: THURSDAY, DECEMBER 15, 2022 AT 5:00 PM ET Please email your completed form to the following:

For Walmart:

Brian K. Mahanna
Wilmer Cutler Pickering Hale and Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
[email protected]
For the Attorneys General:

Josh Stein, Attorney General
North Carolina Department of Justice
Attn: Daniel Mosteller, Deputy General Counsel
PO Box 629
Raleigh, NC 27602
[email protected]
W-1

EXHIBIT W
Non-Litigating Threshold Subdivisions Exhibit

1. Alexander City, City of,
Alabama

2. Anniston, City of, Alabama

3. Autauga, County of, Alabama

4. Barbour, County of, Alabama

5. Blount, County of, Alabama

6. Bullock, County of, Alabama

7. Butler, County of, Alabama

8. Center Point, City of, Alabama

9. Chambers, County of, Alabama

10. Choctaw, County of, Alabama

11. Clarke, County of, Alabama

12. Clay, County of, Alabama

13. Cleburne, County of, Alabama

14. Colbert, County of, Alabama

15. Conecuh, County of, Alabama

16. Coosa, County of, Alabama

17. Covington, County of, Alabama

18. Crenshaw, County of, Alabama

19. Dale, County of, Alabama

20. DeKalb, County of, Alabama

21. Dothan, City of, Alabama

22. Escambia, County of, Alabama

23. Eufaula, City of, Alabama

24. Fairfield, City of, Alabama

25. Geneva, County of, Alabama

26. Hale, County of, Alabama

27. Henry, County of, Alabama

28. Hoover, City of, Alabama

29. Houston, County of, Alabama

30. Lee, County of, Alabama

31. Leeds, City of, Alabama

32. Limestone, County of, Alabama

33. Macon, County of, Alabama

34. Madison, City of, Alabama

35. Monroe, County of, Alabama

36. Montgomery, City of, Alabama

37. Montgomery, County of,
Alabama

38. Muscle Shoals, City of, Alabama

39. Oxford, City of, Alabama

40. Pell City, City of, Alabama

41. Prattville, City of, Alabama

42. Russell, County of, Alabama

43. Shelby, County of, Alabama

44. St. Clair, County of, Alabama

45. Sumter, County of, Alabama

46. Talladega, City of, Alabama

47. Tuscaloosa, City of, Alabama

48. Washington, County of, Alabama

49. Wilcox, County of, Alabama

50. Anchorage, Municipality of,
Alaska

51. Fairbanks, City of, Alaska

52. Fairbanks North Star, Borough
of, Alaska

53. Juneau, City of/ Borough of,
Alaska

54. Kenai Peninsula, Borough of,
Alaska

55. Matanuska-Susitna, Borough of,
Alaska

56. Apache, County of, Arizona

57. Apache Junction, City of,
Arizona

58. Avondale, City of, Arizona

59. Buckeye, City of, Arizona

60. Bullhead City, City of, Arizona

61. Casa Grande, City of, Arizona

62. Chandler, City of, Arizona

63. Coconino, County of, Arizona

64. El Mirage, City of, Arizona

65. Flagstaff, City of, Arizona

66. Fountain Hills, Town of, Arizona

67. Gila, County of, Arizona

68. Gilbert, Town of, Arizona

69. Glendale, City of, Arizona

70. Goodyear, City of, Arizona

71. Graham, County of, Arizona

72. La Paz, County of, Arizona

73. Lake Havasu City, City of,
Arizona

74. Marana, Town of, Arizona

75. Maricopa, City of, Arizona

76. Mesa, City of, Arizona

77. Oro Valley, Town of, Arizona
W-2

78. Peoria, City of, Arizona

79. Pima, County of, Arizona

80. Prescott Valley, Town of,
Arizona

81. Queen Creek, Town of, Arizona

82. Sahuarita, Town of, Arizona

83. San Luis, City of, Arizona

84. Santa Cruz, County of, Arizona

85. Scottsdale, City of, Arizona

86. Sierra Vista, City of, Arizona

87. Surprise, City of, Arizona

88. Tempe, City of, Arizona

89. Tucson, City of, Arizona

90. Yavapai, County of, Arizona

91. Yuma, City of, Arizona

92. Arkadelphia, City of, Arkansas

93. Arkansas, County of, Arkansas

94. Ashley, County of, Arkansas

95. Batesville, City of, Arkansas

96. Baxter, County of, Arkansas

97. Bella Vista, City of, Arkansas

98. Benton, City of, Arkansas

99. Benton, County of, Arkansas
100. Bentonville, City of, Arkansas
101. Blytheville, City of, Arkansas
102. Boone, County of, Arkansas
103. Bradley, County of, Arkansas
104. Bryant, City of, Arkansas
105. Cabot, City of, Arkansas
106. Camden, City of, Arkansas
107. Carroll, County of, Arkansas
108. Centerton, City of, Arkansas
109. Chicot, County of, Arkansas
110. Clark, County of, Arkansas
111. Clay, County of, Arkansas
112. Cleburne, County of, Arkansas
113. Columbia, County of, Arkansas
114. Conway, City of, Arkansas
115. Conway, County of, Arkansas
116. Craighead, County of, Arkansas
117. Crawford, County of, Arkansas
118. Crittenden, County of, Arkansas
119. Cross, County of, Arkansas
120. Desha, County of, Arkansas
121. Drew, County of, Arkansas
122. El Dorado, City of, Arkansas
123. Faulkner, County of, Arkansas
124. Fayetteville, City of, Arkansas
125. Fort Smith, City of, Arkansas
126. Forrest, City of, Arkansas
127. Franklin, County of, Arkansas
128. Fulton, County of, Arkansas
129. Garland, County of, Arkansas
130. Grant, County of, Arkansas
131. Greene, County of, Arkansas
132. Harrison, City of, Arkansas
133. Hempstead, County of, Arkansas
134. Hot Spring, County of, Arkansas
135. Hot Springs, City of, Arkansas
136. Howard, County of, Arkansas
137. Independence, County of,
Arkansas
138. Izard, County of, Arkansas
139. Jackson, County of, Arkansas
140. Jacksonville, City of, Arkansas
141. Johnson, County of, Arkansas
142. Jonesboro, City of, Arkansas
143. Lawrence, County of, Arkansas
144. Lincoln, County of, Arkansas
145. Little River, County of, Arkansas
146. Little Rock, City of, Arkansas
147. Logan, County of, Arkansas
148. Lonoke, County of, Arkansas
149. Madison, County of, Arkansas
150. Magnolia, City of, Arkansas
151. Malvern, City of, Arkansas
152. Marion, City of, Arkansas
153. Marion, County of, Arkansas
154. Maumelle, City of, Arkansas
155. Miller, County of, Arkansas
156. Mississippi, County of, Arkansas
157. Mountain Home, City of,
Arkansas
158. North Little Rock, City of,
Arkansas
159. Ouachita, County of, Arkansas
160. Paragould, City of, Arkansas
161. Perry, County of, Arkansas
162. Phillips, County of, Arkansas
163. Pike, County of, Arkansas
164. Pine Bluff, City of, Arkansas
165. Poinsett, County of, Arkansas
W-3
166. Polk, County of, Arkansas
167. Pope, County of, Arkansas
168. Randolph, County of, Arkansas
169. Rogers, City of, Arkansas
170. Russellville, City of, Arkansas
171. Saline, County of, Arkansas
172. Searcy, City of, Arkansas
173. Sebastian, County of, Arkansas
174. Sevier, County of, Arkansas
175. Sharp, County of, Arkansas
176. Sherwood, City of, Arkansas
177. Siloam Springs, City of,
Arkansas
178. Springdale, City of, Arkansas
179. St. Francis, County of, Arkansas
180. Stone, County of, Arkansas
181. Texarkana, City of, Arkansas
182. Union, County of, Arkansas
183. Van Buren, City of, Arkansas
184. Van Buren, County of, Arkansas
185. Washington, County of,
Arkansas
186. West Memphis, City of,
Arkansas
187. White, County of, Arkansas
188. Yell, County of, Arkansas
189. Adelanto, City of, California
190. Alameda, City of, California
191. Alameda, County of, California
192. Alhambra, City of, California
193. Aliso Viejo, City of, California
194. Anaheim, City of, California
195. Antioch, City of, California
196. Apple Valley, Town of,
California
197. Arcadia, City of, California
198. Atascadero, City of, California
199. Azusa, City of, California
200. Bakersfield, City of, California
201. Baldwin Park, City of, California
202. Banning, City of, California
203. Beaumont, City of, California
204. Bell, City of, California
205. Bell Gardens, City of, California
206. Bellflower, City of, California
207. Berkeley, City of, California
208. Beverly Hills, City of, California
209. Brea, City of, California
210. Brentwood, City of, California
211. Buena Park, City of, California
212. Burbank, City of, California
213. Burlingame, City of, California
214. Calexico, City of, California
215. Camarillo, City of, California
216. Campbell, City of, California
217. Carlsbad, City of, California
218. Carson, City of, California
219. Cathedral City, City of,
California
220. Ceres, City of, California
221. Cerritos, City of, California
222. Chino, City of, California
223. Chino Hills, City of, California
224. Citrus Heights, City of,
California
225. Claremont, City of, California
226. Clovis, City of, California
227. Coachella, City of, California
228. Colton, City of, California
229. Compton, City of, California
230. Concord, City of, California
231. Contra Costa, County of,
California
232. Corona, City of, California
233. Costa Mesa, City of, California
234. Covina, City of, California
235. Culver City, City of, California
236. Cupertino, City of, California
237. Cypress, City of, California
238. Daly City, City of, California
239. Dana Point, City of, California
240. Danville, Town of, California
241. Davis, City of, California
242. Delano, City of, California
243. Diamond Bar, City of, California
244. Downey, City of, California
245. Dublin, City of, California
246. Eastvale, City of, California
247. El Cajon, City of, California
248. El Centro, City of, California
249. El Monte, City of, California
W-4
250. El Paso de Robles (Paso Robles),
City of, California
251. Elk Grove, City of, California
252. Encinitas, City of, California
253. Escondido, City of, California
254. Eureka, City of, California
255. Fairfield, City of, California
256. Folsom, City of, California
257. Fontana, City of, California
258. Foster City, City of, California
259. Fountain Valley, City of,
California
260. Fremont, City of, California
261. Fresno, City of, California
262. Fullerton, City of, California
263. Garden Grove, City of,
California
264. Gardena, City of, California
265. Gilroy, City of, California
266. Glendale, City of, California
267. Glendora, City of, California
268. Glenn, County of, California
269. Goleta, City of, California
270. Hanford, City of, California
271. Hawthorne, City of, California
272. Hayward, City of, California
273. Hemet, City of, California
274. Hesperia, City of, California
275. Highland, City of, California
276. Hollister, City of, California
277. Huntington Park, City of,
California
278. Indio, City of, California
279. Inglewood, City of, California
280. Irvine, City of, California
281. Jurupa Valley, City of, California
282. Kern, County of, California
283. Kings, County of, California
284. La Habra, City of, California
285. La Mesa, City of, California
286. La Mirada, City of, California
287. La Puente, City of, California
288. La Quinta, City of, California
289. La Verne, City of, California
290. Laguna Hills, City of, California
291. Laguna Niguel, City of,
California
292. Lake, County of, California
293. Lake Elsinore, City of, California
294. Lake Forest, City of, California
295. Lakewood, City of, California
296. Lancaster, City of, California
297. Lawndale, City of, California
298. Lincoln, City of, California
299. Livermore, City of, California
300. Lodi, City of, California
301. Lompoc, City of, California
302. Long Beach, City of, California
303. Los Altos, City of, California
304. Los Angeles, City of, California
305. Los Angeles, County of,
California
306. Los Banos, City of, California
307. Los Gatos, Town of, California
308. Lynwood, City of, California
309. Madera, City of, California
310. Manhattan Beach, City of,
California
311. Manteca, City of, California
312. Marin, County of, California
313. Martinez, City of, California
314. Menifee, City of, California
315. Menlo Park, City of, California
316. Merced, City of, California
317. Milpitas, City of, California
318. Mission Viejo, City of,
California
319. Modesto, City of, California
320. Monrovia, City of, California
321. Montclair, City of, California
322. Montebello, City of, California
323. Monterey Park, City of,
California
324. Moorpark, City of, California
325. Moreno Valley, City of,
California
326. Morgan Hill, City of, California
327. Mountain View, City of,
California
328. Murrieta, City of, California
329. Napa, City of, California
W-5
330. Napa, County of, California
331. National City, City of, California
332. Newark, City of, California
333. Newport Beach, City of,
California
334. Norwalk, City of, California
335. Novato, City of, California
336. Oakland, City of, California
337. Oakley, City of, California
338. Oceanside, City of, California
339. Ontario, City of, California
340. Orange, City of, California
341. Orange, County of, California
342. Oxnard, City of, California
343. Pacifica, City of, California
344. Palm Desert, City of, California
345. Palm Springs, City of, California
346. Palmdale, City of, California
347. Palo Alto, City of, California
348. Paramount, City of, California
349. Pasadena, City of, California
350. Perris, City of, California
351. Petaluma, City of, California
352. Pico Rivera, City of, California
353. Pittsburg, City of, California
354. Placentia, City of, California
355. Pleasant Hill, City of, California
356. Pleasanton, City of, California
357. Pomona, City of, California
358. Porterville, City of, California
359. Poway, City of, California
360. Rancho Cordova, City of,
California
361. Rancho Cucamonga, City of,
California
362. Rancho Palos Verdes, City of,
California
363. Rancho Santa Margarita, City of,
California
364. Redding, City of, California
365. Redlands, City of, California
366. Redondo Beach, City of,
California
367. Redwood City, City of,
California
368. Rialto, City of, California
369. Richmond, City of, California
370. Riverside, City of, California
371. Rocklin, City of, California
372. Rohnert Park, City of, California
373. Rosemead, City of, California
374. Roseville, City of, California
375. Sacramento, City of, California
376. Salinas, City of, California
377. San Benito, County of, California
378. San Bernardino, City of,
California
379. San Bruno, City of, California
380. San Buenaventura (Ventura),
City of, California
381. San Carlos, City of, California
382. San Clemente, City of, California
383. San Diego, City of, California
384. San Dimas, City of, California
385. San Francisco, City of/ County
of, California
386. San Gabriel, City of, California
387. San Jacinto, City of, California
388. San Joaquin, County of,
California
389. San Juan Capistrano, City of,
California
390. San Leandro, City of, California
391. San Luis Obispo, City of,
California
392. San Marcos, City of, California
393. San Mateo, City of, California
394. San Mateo, County of, California
395. San Pablo, City of, California
396. San Rafael, City of, California
397. San Ramon, City of, California
398. Santa Ana, City of, California
399. Santa Barbara, City of, California
400. Santa Clara, City of, California
401. Santa Clarita, City of, California
402. Santa Cruz, City of, California
403. Santa Cruz, County of, California
404. Santa Maria, City of, California
405. Santa Monica, City of, California
406. Santa Rosa, City of, California
407. Santee, City of, California
408. Saratoga, City of, California
W-6
409. Seaside, City of, California
410. Simi Valley, City of, California
411. Solano, County of, California
412. Sonoma, County of, California
413. South Gate, City of, California
414. South San Francisco, City of,
California
415. Stanislaus, County of, California
416. Stanton, City of, California
417. Stockton, City of, California
418. Sunnyvale, City of, California
419. Temecula, City of, California
420. Temple City, City of, California
421. Thousand Oaks, City of,
California
422. Torrance, City of, California
423. Tracy, City of, California
424. Tulare, City of, California
425. Turlock, City of, California
426. Tustin, City of, California
427. Union City, City of, California
428. Upland, City of, California
429. Vacaville, City of, California
430. Vallejo, City of, California
431. Ventura, County of, California
432. Victorville, City of, California
433. Visalia, City of, California
434. Vista, City of, California
435. Walnut Creek, City of, California
436. Watsonville, City of, California
437. West Covina, City of, California
438. West Hollywood, City of,
California
439. West Sacramento, City of,
California
440. Westminster, City of, California
441. Whittier, City of, California
442. Wildomar, City of, California
443. Woodland, City of, California
444. Yorba Linda, City of, California
445. Yuba City, City of, California
446. Yucaipa, City of, California
447. Arvada, City of, Colorado
448. Boulder, City of, Colorado
449. Castle Rock, Town of, Colorado
450. Centennial, City of, Colorado
451. Colorado Springs, City of,
Colorado
452. Delta, County of, Colorado
453. Douglas, County of, Colorado
454. Eagle, County of, Colorado
455. El Paso, County of, Colorado
456. Englewood, City of, Colorado
457. Fort Collins, City of, Colorado
458. Fountain, City of, Colorado
459. Garfield, County of, Colorado
460. Grand Junction, City of,
Colorado
461. La Plata, County of, Colorado
462. Lafayette, City of, Colorado
463. Littleton, City of, Colorado
464. Longmont, City of, Colorado
465. Loveland, City of, Colorado
466. Montrose, County of, Colorado
467. Parker, Town of, Colorado
468. Pueblo, City of, Colorado
469. Summit, County of, Colorado
470. Weld, County of, Colorado
471. Windsor, Town of, Colorado
472. Ansonia, City of, Connecticut
473. Danbury City of/ Town of,
Connecticut
474. Derby, City of, Connecticut
475. Glastonbury, Town of,
Connecticut
476. Greenwich, Town of,
Connecticut
477. Groton, Town of, Connecticut
478. Hamden, Town of, Connecticut
479. Hartford, City of/ Town of,
Connecticut
480. Manchester, Town of,
Connecticut
481. Meriden, City of/ Town of,
Connecticut
482. New Britain, Town of/ City of,
Connecticut
483. New Haven, City of, Connecticut
484. New London, City of,
Connecticut
485. Newington, Town of,
Connecticut
W-7
486. Norwalk, City of/ Town of,
Connecticut
487. Stamford, City of/ Town of,
Connecticut
488. Trumbull, Town of, Connecticut
489. Wallingford, Town of,
Connecticut
490. West Hartford, Town of,
Connecticut
491. Dover, City of, Delaware
492. Kent, County of, Delaware
493. New Castle, County of, Delaware
494. Newark, City of, Delaware
495. Wilmington, City of, Delaware
496. Altamonte Springs, City of,
Florida
497. Aventura, City of, Florida
498. Boca Raton, City of, Florida
499. Bonita Springs, City of, Florida
500. Boynton Beach, City of, Florida
501. Calhoun, County of, Florida
502. Cape Coral, City of, Florida
503. Charlotte, County of, Florida
504. Citrus, County of, Florida
505. Clermont, City of, Florida
506. Collier, County of, Florida
507. Columbia, County of, Florida
508. Cooper City, City of, Florida
509. Coral Gables, City of, Florida
510. Cutler Bay, Town of, Florida
511. Dania Beach, City of, Florida
512. Davie, Town of, Florida
513. DeLand, City of, Florida
514. Delray Beach, City of, Florida
515. DeSoto, County of, Florida
516. Doral, City of, Florida
517. Dunedin, City of, Florida
518. Duval-Jacksonville County,
Consolidated Government of,
Florida
519. Estero, Village of, Florida
520. Flagler, County of, Florida
521. Fort Myers, City of, Florida
522. Gadsden, County of, Florida
523. Gainesville, City of, Florida
524. Greenacres, City of, Florida
525. Gulf, County of, Florida
526. Hendry, County of, Florida
527. Hernando, County of, Florida
528. Hialeah, City of, Florida
529. Highlands, County of, Florida
530. Hillsborough, County of, Florida
531. Hollywood, City of, Florida
532. Holmes, County of, Florida
533. Indian River, County of, Florida
534. Jupiter, Town of, Florida
535. Kissimmee, City of, Florida
536. Lake Worth, City of, Florida
537. Lakeland, City of, Florida
538. Largo, City of, Florida
539. Lauderdale Lakes, City of,
Florida
540. Margate, City of, Florida
541. Martin, County of, Florida
542. Melbourne, City of, Florida
543. Miami Beach, City of, Florida
544. Miami, City of, Florida
545. Miami Lakes, Town of, Florida
546. Nassau, County of, Florida
547. North Lauderdale, City of,
Florida
548. North Miami Beach, City of,
Florida
549. North Port, City of, Florida
550. Oakland Park, City of, Florida
551. Okeechobee, County of, Florida
552. Palm Beach Gardens, City of,
Florida
553. Palm Coast, City of, Florida
554. Parkland, City of, Florida
555. Plant City, City of, Florida
556. Plantation, City of, Florida
557. Polk, County of, Florida
558. Port Orange, City of, Florida
559. Riviera Beach, City of, Florida
560. Royal Palm Beach, Village of,
Florida
561. Sarasota, County of, Florida
562. St. Cloud, City of, Florida
563. Stuart, City of, Florida
564. Sumter, County of, Florida
565. Sunrise, City of, Florida
W-8
566. Tamarac, City of, Florida
567. Tampa, City of, Florida
568. Titusville, City of, Florida
569. Wakulla, County of, Florida
570. Washington, County of, Florida
571. Wellington, Village of, Florida
572. West Palm Beach, City of,
Florida
573. Weston, City of, Florida
574. Winter Garden, City of, Florida
575. Winter Haven, City of, Florida
576. Winter Park, City of, Florida
577. Winter Springs, City of, Florida
578. Alpharetta, City of, Georgia
579. Augusta-Richmond County,
Consolidated Government of,
Georgia
580. Bacon, County of, Georgia
581. Barrow, County of, Georgia
582. Berrien, County of, Georgia
583. Brookhaven, City of, Georgia
584. Brooks, County of, Georgia
585. Brunswick, City of, Georgia
586. Bryan, County of, Georgia
587. Calhoun, City of, Georgia
588. Canton, City of, Georgia
589. Cartersville, City of, Georgia
590. Chamblee, City of, Georgia
591. Chatham, County of, Georgia
592. Chattooga, County of, Georgia
593. Colquitt, County of, Georgia
594. Coweta, County of, Georgia
595. Crawford, County of, Georgia
596. Dalton, City of, Georgia
597. Doraville, City of, Georgia
598. Douglas, County of, Georgia
599. Douglasville, City of, Georgia
600. Dunwoody, City of, Georgia
601. East Point, City of, Georgia
602. Fannin, County of, Georgia
603. Floyd, County of, Georgia
604. Gilmer, County of, Georgia
605. Gordon, County of, Georgia
606. Harris, County of, Georgia
607. Heard, County of, Georgia
608. Hinesville, City of, Georgia
609. Johns Creek, City of, Georgia
610. Kennesaw, City of, Georgia
611. LaGrange, City of, Georgia
612. Lawrenceville, City of, Georgia
613. Marietta, City of, Georgia
614. McDonough, City of, Georgia
615. Meriwether, County of, Georgia
616. Milton, City of, Georgia
617. Moultrie, City of, Georgia
618. Murray, County of, Georgia
619. Newnan, City of, Georgia
620. Paulding, County of, Georgia
621. Peach, County of, Georgia
622. Peachtree City, City of, Georgia
623. Peachtree Corners, City of,
Georgia
624. Pickens, County of, Georgia
625. Pierce, County of, Georgia
626. Pooler, City of, Georgia
627. Richmond Hill, City of, Georgia
628. Roswell, City of, Georgia
629. Sandy Springs, City of, Georgia
630. Smyrna, City of, Georgia
631. Snellville, City of, Georgia
632. South Fulton, City of, Georgia
633. Statesboro, City of, Georgia
634. Stonecrest, City of, Georgia
635. Telfair, County of, Georgia
636. Thomas, County of, Georgia
637. Tucker, City of, Georgia
638. Valdosta, City of, Georgia
639. Villa Rica, City of, Georgia
640. Walker, County of, Georgia
641. Warner Robins, City of, Georgia
642. White, County of, Georgia
643. Whitfield, County of, Georgia
644. Winder, City of, Georgia
645. Woodstock, City of, Georgia
646. Hawai’i, County of, Hawaii
647. Honolulu, County of, Hawaii
648. Maui, County of, Hawaii
649. Bannock, County of, Idaho
650. Boise City, City of, Idaho
651. Bonner, County of, Idaho
652. Caldwell, City of, Idaho
653. Chubbuck, City of, Idaho
W-9
654. Coeur d'Alene, City of, Idaho
655. Idaho Falls, City of, Idaho
656. Kootenai, County of, Idaho
657. Lewiston, City of, Idaho
658. Madison, County of, Idaho
659. Meridian, City of, Idaho
660. Nampa, City of, Idaho
661. Nez Perce, County of, Idaho
662. Pocatello, City of, Idaho
663. Post Falls, City of, Idaho
664. Twin Falls, City of, Idaho
665. Twin Falls, County of, Idaho
666. Adams, County of, Illinois
667. Addison, Township of, Illinois
668. Addison, Village of, Illinois
669. Algonquin, Township of, Illinois
670. Algonquin, Village of, Illinois
671. Arlington Heights, Village of,
Illinois
672. Aurora, City of, Illinois
673. Aurora, Township of, Illinois
674. Avon, Township of, Illinois
675. Bartlett, Village of, Illinois
676. Batavia, Township of, Illinois
677. Belleville, City of, Illinois
678. Bellwood, Village of, Illinois
679. Bensenville, Village of, Illinois
680. Berwyn, City of, Illinois
681. Berwyn, Township of, Illinois
682. Bloom, Township of, Illinois
683. Bloomingdale, Township of,
Illinois
684. Bloomington, City of, Illinois
685. Bloomington City, Township of,
Illinois
686. Bolingbrook, Village of, Illinois
687. Bond, County of, Illinois
688. Bourbonnais, Township of,
Illinois
689. Bremen, Township of, Illinois
690. Bridgeview, Village of, Illinois
691. Bristol, Township of, Illinois
692. Buffalo Grove, Village of,
Illinois
693. Burbank, City of, Illinois
694. Calumet City, City of, Illinois
695. Capital, Township of, Illinois
696. Carbondale, City of, Illinois
697. Carol Stream, Village of, Illinois
698. Carpentersville, Village of,
Illinois
699. Caseyville, Township of, Illinois
700. Champaign City, Township of,
Illinois
701. Chicago Heights, City of, Illinois
702. Chicago Ridge, Village of,
Illinois
703. Cicero, Town of/ Township of,
Illinois
704. Clinton, County of, Illinois
705. Collinsville, Township of,
Illinois
706. Crystal Lake, City of, Illinois
707. Cunningham, Township of,
Illinois
708. Danville, City of, Illinois
709. Decatur, City of, Illinois
710. Decatur, Township of, Illinois
711. DeKalb, City of, Illinois
712. DeKalb, Township of, Illinois
713. Des Plaines, City of, Illinois
714. Dolton, Village of, Illinois
715. Downers Grove, Township of,
Illinois
716. Downers Grove, Village of,
Illinois
717. Dundee, Township of, Illinois
718. DuPage, Township of, Illinois
719. Edwardsville, Township of,
Illinois
720. Ela, Township of, Illinois
721. Elgin, City of, Illinois
722. Elgin, Township of, Illinois
723. Elk Grove, Township of, Illinois
724. Elk Grove Village, Village of,
Illinois
725. Elmhurst, City of, Illinois
726. Evanston, City of, Illinois
727. Evergreen Park, Village of,
Illinois
728. Forest Park, Village of, Illinois
729. Frankfort, Township of, Illinois
W-10
730. Franklin Park, Village of, Illinois
731. Fremont, Township of, Illinois
732. Fulton, County of, Illinois
733. Galesburg City, Township of,
Illinois
734. Glendale Heights, Village of,
Illinois
735. Glenview, Village of, Illinois
736. Grafton, Township of, Illinois
737. Granite City, City of, Illinois
738. Granite City, Township of,
Illinois
739. Grundy, County of, Illinois
740. Gurnee, Village of, Illinois
741. Hanover Park, Village of, Illinois
742. Hanover, Township of, Illinois
743. Harlem, Township of, Illinois
744. Harvey, City of, Illinois
745. Hoffman Estates, Village of,
Illinois
746. Homer, Township of, Illinois
747. Jackson, County of, Illinois
748. Joliet, City of, Illinois
749. Joliet, Township of, Illinois
750. Kankakee, City of, Illinois
751. Knox, County of, Illinois
752. La Grange Park, Village of,
Illinois
753. Lake, County of, Illinois
754. Lake Villa, Township of, Illinois
755. LaSalle, County of, Illinois
756. Leyden, Township of, Illinois
757. Libertyville, Township of,
Illinois
758. Lisle, Township of, Illinois
759. Lockport, Township of, Illinois
760. Lombard, Village of, Illinois
761. Lyons, Township of, Illinois
762. Lyons, Village of, Illinois
763. Madison, County of, Illinois
764. Maine, Township of, Illinois
765. Massac, County of, Illinois
766. Maywood, Village of, Illinois
767. McHenry, Township of, Illinois
768. McLean, County of, Illinois
769. Melrose Park, Village of, Illinois
770. Milton, Township of, Illinois
771. Moline, City of, Illinois
772. Monroe, County of, Illinois
773. Moraine, Township of, Illinois
774. Morgan, County of, Illinois
775. Mount Prospect, Village of,
Illinois
776. Mundelein, Village of, Illinois
777. Naperville, City of, Illinois
778. Naperville, Township of, Illinois
779. New Lenox, Township of,
Illinois
780. New Trier, Township of, Illinois
781. Niles, Township of, Illinois
782. Normal, Town of, Illinois
783. Normal, Township of, Illinois
784. Northbrook, Village of, Illinois
785. Northfield, Township of, Illinois
786. Northlake, City of, Illinois
787. Nunda, Township of, Illinois
788. Oak Lawn, Village of, Illinois
789. Oak Park, Township of, Illinois
790. Oak Park, Village of, Illinois
791. Ogle, County of, Illinois
792. Orland Park, Village of, Illinois
793. Orland, Township of, Illinois
794. Oswego, Township of, Illinois
795. Oswego, Village of, Illinois
796. Palatine, Township of, Illinois
797. Palatine, Village of, Illinois
798. Palos Heights, City of, Illinois
799. Palos Hills, City of, Illinois
800. Palos, Township of, Illinois
801. Park Ridge, City of, Illinois
802. Pekin, City of, Illinois
803. Peoria, City of/ Township of,
Illinois
804. Peoria, County of, Illinois
805. Plainfield, Township of, Illinois
806. Plainfield, Village of, Illinois
807. Proviso, Township of, Illinois
808. Quincy, City of, Illinois
809. Quincy, Township of, Illinois
810. Randolph, County of, Illinois
811. Rich, Township of, Illinois
812. River Forest, Village of, Illinois
W-11
813. Rock Island, City of, Illinois
814. Rockford, Township of, Illinois
815. Romeoville, Village of, Illinois
816. Schaumburg, Township of,
Illinois
817. Schaumburg, Village of, Illinois
818. Schiller Park, Village of, Illinois
819. Shields, Township of, Illinois
820. Skokie, Village of, Illinois
821. South Moline, Township of,
Illinois
822. Springfield, City of, Illinois
823. St. Charles, City of, Illinois
824. St. Charles, Township of, Illinois
825. St. Clair, County of, Illinois
826. St. Clair, Township of, Illinois
827. Stickney, Township of, Illinois
828. Streamwood, Village of, Illinois
829. Streator, City of, Illinois
830. Summit, Village of, Illinois
831. Tazewell, County of, Illinois
832. Thornton, Township of, Illinois
833. Tinley Park, Village of, Illinois
834. Troy, Township of, Illinois
835. Urbana, City of, Illinois
836. Vermilion, County of, Illinois
837. Vernon, Township of, Illinois
838. Wabash, County of, Illinois
839. Warren, Township of, Illinois
840. Washington, County of, Illinois
841. Waukegan, City of, Illinois
842. Waukegan, Township of, Illinois
843. Wayne, Township of, Illinois
844. West Deerfield, Township of,
Illinois
845. Wheatland, Township of, Illinois
846. Wheaton, City of, Illinois
847. Wheeling, Township of, Illinois
848. Wheeling, Village of, Illinois
849. Whiteside, County of, Illinois
850. Williamson, County of, Illinois
851. Winfield, Township of, Illinois
852. Wood River, Township of,
Illinois
853. Woodford, County of, Illinois
854. Woodridge, Village of, Illinois
855. Worth, Township of, Illinois
856. York, Township of, Illinois
857. Aboite, Township of, Indiana
858. Adams, County of, Indiana
859. Adams, Township of, Indiana
860. Anderson, City of, Indiana
861. Anderson, Township of, Indiana
862. Bartholomew, County of, Indiana
863. Blackford, County of, Indiana
864. Bloomington, Township of,
Indiana
865. Boone, County of, Indiana
866. Calumet, Township of, Indiana
867. Carmel, City of, Indiana
868. Cass, County of, Indiana
869. Center, Township of, Indiana
870. Center, Township of, Indiana
871. Center, Township of, Indiana
872. Center, Township of, Indiana
873. Center, Township of, Indiana
874. Center, Township of, Indiana
875. Clark, County of, Indiana
876. Clay, Township of, Indiana
877. Clay, Township of, Indiana
878. Clinton, County of, Indiana
879. Columbus, City of, Indiana
880. Columbus, Township of, Indiana
881. Concord, Township of, Indiana
882. Crown Point, City of, Indiana
883. Daviess, County of, Indiana
884. Dearborn, County of, Indiana
885. Decatur, Township of, Indiana
886. DeKalb, County of, Indiana
887. Delaware, Township of, Indiana
888. Dubois, County of, Indiana
889. Elkhart, City of, Indiana
890. Elkhart, County of, Indiana
891. Elkhart, Township of, Indiana
892. Fairfield, Township of, Indiana
893. Fall Creek, Township of, Indiana
894. Fayette, County of, Indiana
895. Floyd, County of, Indiana
896. Franklin, Township of, Indiana
897. Gibson, County of, Indiana
898. Goshen, City of, Indiana
899. Grant, County of, Indiana
W-12
900. Greene, County of, Indiana
901. Guilford, Township of, Indiana
902. Hamilton, County of, Indiana
903. Hancock, County of, Indiana
904. Harrison, Township of, Indiana
905. Hendricks, County of, Indiana
906. Henry, County of, Indiana
907. Hobart, Township of, Indiana
908. Huntington, County of, Indiana
909. Jasper, County of, Indiana
910. Jefferson, County of, Indiana
911. Jeffersonville, Township of,
Indiana
912. Johnson, County of, Indiana
913. Knight, Township of, Indiana
914. Knox, County of, Indiana
915. Kokomo, City of, Indiana
916. Kosciusko, County of, Indiana
917. LaGrange, County of, Indiana
918. Lawrence, Township of, Indiana
919. Lincoln, Township of, Indiana
920. Merrillville, Town of, Indiana
921. Miami, County of, Indiana
922. Michigan City, City of, Indiana
923. Mishawaka, City of, Indiana
924. Montgomery, County of, Indiana
925. Noble, County of, Indiana
926. North, Township of, Indiana
927. Ohio, Township of, Indiana
928. Orange, County of, Indiana
929. Penn, Township of, Indiana
930. Perry, Township of, Indiana
931. Perry, Township of, Indiana
932. Perry, Township of, Indiana
933. Peru, City of, Indiana
934. Pike, Township of, Indiana
935. Pleasant, Township of, Indiana
936. Portage, City of, Indiana
937. Putnam, County of, Indiana
938. Ross, Township of, Indiana
939. Shelby, County of, Indiana
940. Shelbyville, City of, Indiana
941. St. John, Township of, Indiana
942. St. Joseph, Township of, Indiana
943. Starke, County of, Indiana
944. Steuben, County of, Indiana
945. Valparaiso, City of, Indiana
946. Wabash, County of, Indiana
947. Wabash, Township of, Indiana
948. Warren, Township of, Indiana
949. Warrick, County of, Indiana
950. Washington, Township of,
Indiana
951. Washington, Township of,
Indiana
952. Washington, Township of,
Indiana
953. Washington, Township of,
Indiana
954. Wayne, County of, Indiana
955. Wayne, Township of, Indiana
956. Wayne, Township of, Indiana
957. Wayne, Township of, Indiana
958. Wea, Township of, Indiana
959. White River, Township of,
Indiana
960. Whitley, County of, Indiana
961. Ames, City of, Iowa
962. Ankeny, City of, Iowa
963. Bettendorf, City of, Iowa
964. Cedar Falls, City of, Iowa
965. Cedar Rapids, City of, Iowa
966. Council Bluffs, City of, Iowa
967. Davenport, City of, Iowa
968. Des Moines, City of, Iowa
969. Dubuque, City of, Iowa
970. Dubuque, County of, Iowa
971. Iowa City, City of, Iowa
972. Linn, County of, Iowa
973. Marion, City of, Iowa
974. Marshall, County of, Iowa
975. Sioux City, City of, Iowa
976. Story, County of, Iowa
977. Urbandale, City of, Iowa
978. Wapello, County of, Iowa
979. Warren, County of, Iowa
980. Waterloo, City of, Iowa
981. West Des Moines, City of, Iowa
982. Woodbury, County of, Iowa
983. Butler, County of, Kansas
984. Douglas, County of, Kansas
985. Geary, County of, Kansas
W-13
986. Hutchinson, City of, Kansas
987. Lawrence, City of, Kansas
988. Leavenworth, City of, Kansas
989. Leawood, City of, Kansas
990. Lenexa, City of, Kansas
991. Lyon, County of, Kansas
992. Manhattan, City of, Kansas
993. Miami, County of, Kansas
994. Olathe, City of, Kansas
995. Riley, County of, Kansas
996. Salina, City of, Kansas
997. Saline, County of, Kansas
998. Shawnee, City of, Kansas
999. Shawnee, County of, Kansas
1000. Topeka, City of, Kansas
1001. Allen, County of, Kentucky
1002. Barren, County of, Kentucky
1003. Bath, County of, Kentucky
1004. Bowling Green, City of,
Kentucky
1005. Breathitt, County of, Kentucky
1006. Bullitt, County of, Kentucky
1007. Caldwell, County of, Kentucky
1008. Calloway, County of, Kentucky
1009. Campbellsville, City of,
Kentucky
1010. Carter, County of, Kentucky
1011. Casey, County of, Kentucky
1012. Clay, County of, Kentucky
1013. Daviess, County of, Kentucky
1014. Elizabethtown, City of, Kentucky
1015. Fleming, County of, Kentucky
1016. Florence, City of, Kentucky
1017. Garrard, County of, Kentucky
1018. Georgetown, City of, Kentucky
1019. Graves, County of, Kentucky
1020. Greenup, County of, Kentucky
1021. Harrison, County of, Kentucky
1022. Hart, County of, Kentucky
1023. Henry, County of, Kentucky
1024. Hopkinsville, City of, Kentucky
1025. Larue, County of, Kentucky
1026. Laurel, County of, Kentucky
1027. Lewis, County of, Kentucky
1028. Logan, County of, Kentucky
1029. Martin, County of, Kentucky
1030. Mason, County of, Kentucky
1031. Mercer, County of, Kentucky
1032. Morgan, County of, Kentucky
1033. Mount Washington, City of,
Kentucky
1034. Muhlenberg, County of,
Kentucky
1035. Murray, City of, Kentucky
1036. Nelson, County of, Kentucky
1037. Nicholasville, City of, Kentucky
1038. Owen, County of, Kentucky
1039. Owensboro, City of, Kentucky
1040. Pendleton, County of, Kentucky
1041. Powell, County of, Kentucky
1042. Richmond, City of, Kentucky
1043. Russell, County of, Kentucky
1044. Shepherdsville, City of,
Kentucky
1045. Spencer, County of, Kentucky
1046. Taylor, County of, Kentucky
1047. Todd, County of, Kentucky
1048. Webster, County of, Kentucky
1049. Winchester, City of, Kentucky
1050. Woodford, County of, Kentucky
1051. Acadia, Parish of, Louisiana
1052. Bienville, Parish of, Louisiana
1053. Covington, City of, Louisiana
1054. De Soto, Parish of, Louisiana
1055. Gretna, City of, Louisiana
1056. Iberville, Parish of, Louisiana
1057. Lafayette, City of, Louisiana
1058. Lincoln, Parish of, Louisiana
1059. Livingston, Parish of, Louisiana
1060. Morgan, City of, Louisiana
1061. Tangipahoa, Parish of, Louisiana
1062. Terrebonne, Parish of, Louisiana
1063. West Monroe, City of, Louisiana
1064. Franklin, County of, Maine
1065. Hancock, County of, Maine
1066. Oxford, County of, Maine
1067. Annapolis, City of, Maryland
1068. Anne Arundel, County of,
Maryland
1069. Baltimore, City of, Maryland
1070. Baltimore, County of, Maryland
1071. Carroll, County of, Maryland
W-14
1072. College Park, City of, Maryland
1073. Gaithersburg, City of, Maryland
1074. Howard, County of, Maryland
1075. Montgomery, County of,
Maryland
1076. Queen Anne's, County of,
Maryland
1077. Salisbury, City of, Maryland
1078. Worcester, County of, Maryland
1079. Amherst, Town of,
Massachusetts
1080. Andover, Town of,
Massachusetts
1081. Arlington, Town of,
Massachusetts
1082. Attleboro, City of, Massachusetts
1083. Barnstable, County of,
Massachusetts
1084. Barnstable, Town of/ City of,
Massachusetts
1085. Boston, City of, Massachusetts
1086. Braintree, Town of/ City of,
Massachusetts
1087. Bristol, County of,
Massachusetts
1088. Chelsea, City of, Massachusetts
1089. Dartmouth, Town of,
Massachusetts
1090. Dracut, Town of, Massachusetts
1091. Fall River, City of,
Massachusetts
1092. Franklin, Town of/ City of,
Massachusetts
1093. Lawrence, City of,
Massachusetts
1094. Lexington, Town of,
Massachusetts
1095. Marlborough, City of,
Massachusetts
1096. Nantucket, Town of/ County of,
Massachusetts
1097. Needham, Town of,
Massachusetts
1098. Newton, City of, Massachusetts
1099. Norfolk, County of,
Massachusetts
1100. Plymouth, County of,
Massachusetts
1101. Quincy, City of, Massachusetts
1102. Revere, City of, Massachusetts
1103. Shrewsbury, Town of,
Massachusetts
1104. Somerville, City of,
Massachusetts
1105. Taunton, City of, Massachusetts
1106. Waltham, City of, Massachusetts
1107. Westfield, City of, Massachusetts
1108. Weymouth, Town of/ City of,
Massachusetts
1109. Winthrop, Town of/ City of,
Massachusetts
1110. Allegan, County of, Michigan
1111. Ann Arbor, City of, Michigan
1112. Barry, County of, Michigan
1113. Battle Creek, City of, Michigan
1114. Bay City, City of, Michigan
1115. Bay, County of, Michigan
1116. Bedford, Township of, Michigan
1117. Bloomfield, Charter Township
of, Michigan
1118. Brownstown, Charter Township
of, Michigan
1119. Cheboygan, County of, Michigan
1120. Chesterfield, Township of,
Michigan
1121. Clare, County of, Michigan
1122. Clinton, Charter Township of,
Michigan
1123. Commerce, Charter Township of,
Michigan
1124. Dearborn, City of, Michigan
1125. Dearborn Heights, City of,
Michigan
1126. Delta, Charter Township of,
Michigan
1127. Eastpointe, City of, Michigan
1128. Emmet, County of, Michigan
1129. Farmington Hills, City of,
Michigan
1130. Flint, Charter Township of,
Michigan
1131. Flint, City of, Michigan
W-15
1132. Georgetown, Charter Township
of, Michigan
1133. Grand Blanc, Charter Township
of, Michigan
1134. Harrison, Charter Township of,
Michigan
1135. Holland, Charter Township of,
Michigan
1136. Holland, City of, Michigan
1137. Huron, County of, Michigan
1138. Independence, Charter Township
of, Michigan
1139. Jackson, County of, Michigan
1140. Kalamazoo, City of, Michigan
1141. Kentwood, City of, Michigan
1142. Lapeer, County of, Michigan
1143. Lincoln Park, City of, Michigan
1144. Macomb, Township of, Michigan
1145. Mecosta, County of, Michigan
1146. Meridian, Charter Township of,
Michigan
1147. Midland, City of, Michigan
1148. Midland, County of, Michigan
1149. Muskegon, City of, Michigan
1150. Novi, City of, Michigan
1151. Oakland, County of, Michigan
1152. Orion, Charter Township of,
Michigan
1153. Ottawa, County of, Michigan
1154. Plainfield, Charter Township of,
Michigan
1155. Portage, City of, Michigan
1156. Redford, Charter Township of,
Michigan
1157. Rochester Hills, City of,
Michigan
1158. Roseville, City of, Michigan
1159. Royal Oak, City of, Michigan
1160. Saginaw, Charter Township of,
Michigan
1161. Saginaw, City of, Michigan
1162. Shelby, Charter Township of,
Michigan
1163. Southfield, City of, Michigan
1164. St. Clair Shores, City of,
Michigan
1165. St. Joseph, County of, Michigan
1166. Sterling Heights, City of,
Michigan
1167. Taylor, City of, Michigan
1168. Troy, City of, Michigan
1169. Van Buren, County of, Michigan
1170. Warren, City of, Michigan
1171. Waterford, Charter Township of,
Michigan
1172. West Bloomfield, Charter
Township of, Michigan
1173. White Lake, Charter Township
of, Michigan
1174. Wyoming, City of, Michigan
1175. Ypsilanti, Charter Township of,
Michigan
1176. Andover, City of, Minnesota
1177. Apple Valley, City of, Minnesota
1178. Becker, County of, Minnesota
1179. Beltrami, County of, Minnesota
1180. Benton, County of, Minnesota
1181. Blaine, City of, Minnesota
1182. Bloomington, City of, Minnesota
1183. Blue Earth, County of,
Minnesota
1184. Brooklyn Center, City of,
Minnesota
1185. Brooklyn Park, City of,
Minnesota
1186. Burnsville, City of, Minnesota
1187. Carlton, County of, Minnesota
1188. Carver, County of, Minnesota
1189. Chisago, County of, Minnesota
1190. Clay, County of, Minnesota
1191. Coon Rapids, City of, Minnesota
1192. Cottage Grove, City of,
Minnesota
1193. Crow Wing, County of,
Minnesota
1194. Duluth, City of, Minnesota
1195. Eagan, City of, Minnesota
1196. Eden Prairie, City of, Minnesota
1197. Edina, City of, Minnesota
1198. Freeborn, County of, Minnesota
1199. Goodhue, County of, Minnesota
1200. Hennepin, County of, Minnesota
W-16
1201. Inver Grove Heights, City of,
Minnesota
1202. Isanti, County of, Minnesota
1203. Kandiyohi, County of, Minnesota
1204. Lakeville, City of, Minnesota
1205. Mankato, City of, Minnesota
1206. Maple Grove, City of, Minnesota
1207. Maplewood, City of, Minnesota
1208. Minneapolis, City of, Minnesota
1209. Minnetonka, City of, Minnesota
1210. Moorhead, City of, Minnesota
1211. Nicollet, County of, Minnesota
1212. North St. Paul, City of,
Minnesota
1213. Olmsted, County of, Minnesota
1214. Otter Tail, County of, Minnesota
1215. Pine, County of, Minnesota
1216. Plymouth, City of, Minnesota
1217. Polk, County of, Minnesota
1218. Ramsey, County of, Minnesota
1219. Rice, County of, Minnesota
1220. Richfield, City of, Minnesota
1221. Rochester, City of, Minnesota
1222. Roseau, County of, Minnesota
1223. Roseville, City of, Minnesota
1224. Savage, City of, Minnesota
1225. Scott, County of, Minnesota
1226. Shakopee, City of, Minnesota
1227. Sherburne, County of, Minnesota
1228. Sibley, County of, Minnesota
1229. St. Cloud, City of, Minnesota
1230. St. Louis Park, City of,
Minnesota
1231. Stearns, County of, Minnesota
1232. Steele, County of, Minnesota
1233. Waseca, County of, Minnesota
1234. Woodbury, City of, Minnesota
1235. Wright, County of, Minnesota
1236. Alcorn, County of, Mississippi
1237. Attala, County of, Mississippi
1238. Biloxi, City of, Mississippi
1239. Chickasaw, County of,
Mississippi
1240. Clarke, County of, Mississippi
1241. Cleveland, City of, Mississippi
1242. Columbus, City of, Mississippi
1243. Copiah, County of, Mississippi
1244. Gautier, City of, Mississippi
1245. George, County of, Mississippi
1246. Greene, County of, Mississippi
1247. Hancock, County of, Mississippi
1248. Holmes, County of, Mississippi
1249. Itawamba, County of,
Mississippi
1250. Jackson, County of, Mississippi
1251. Jefferson Davis, County of,
Mississippi
1252. Jones, County of, Mississippi
1253. Lamar, County of, Mississippi
1254. Lauderdale, County of,
Mississippi
1255. Lawrence, County of,
Mississippi
1256. Lee, County of, Mississippi
1257. Lowndes, County of, Mississippi
1258. Moss Point, City of, Mississippi
1259. Ocean Springs, City of,
Mississippi
1260. Oktibbeha, County of,
Mississippi
1261. Olive Branch, City of,
Mississippi
1262. Panola, County of, Mississippi
1263. Perry, County of, Mississippi
1264. Pike, County of, Mississippi
1265. Pontotoc, County of, Mississippi
1266. Rankin, County of, Mississippi
1267. Southaven, City of, Mississippi
1268. Starkville, City of, Mississippi
1269. Tallahatchie, County of,
Mississippi
1270. Tate, County of, Mississippi
1271. Tishomingo, County of,
Mississippi
1272. Tupelo, City of, Mississippi
1273. Vicksburg, City of, Mississippi
1274. Walthall, County of, Mississippi
1275. Warren, County of, Mississippi
1276. Wayne, County of, Mississippi
1277. Yalobusha, County of,
Mississippi
1278. Adair, County of, Missouri
W-17
1279. Andrew, County of, Missouri
1280. Ballwin, City of, Missouri
1281. Blue Springs, City of, Missouri
1282. Cape Girardeau, City of,
Missouri
1283. Chesterfield, City of, Missouri
1284. Clay, County of, Missouri
1285. Columbia, City of, Missouri
1286. DeKalb, County of, Missouri
1287. Florissant, City of, Missouri
1288. Harrisonville, City of, Missouri
1289. Jefferson City, City of, Missouri
1290. Laclede, County of, Missouri
1291. Lee's Summit, City of, Missouri
1292. Liberty, City of, Missouri
1293. New Madrid, County of,
Missouri
1294. Newton, County of, Missouri
1295. O'Fallon, City of, Missouri
1296. Platte, County of, Missouri
1297. Ralls, County of, Missouri
1298. St. Charles, City of, Missouri
1299. St. Louis, City of, Missouri
1300. St. Peters, City of, Missouri
1301. University City, City of,
Missouri
1302. Wentzville, City of, Missouri
1303. Wildwood, City of, Missouri
1304. Billings, City of, Montana
1305. Bozeman, City of, Montana
1306. Butte-Silver Bow County,
Consolidated Government of,
Montana
1307. Flathead, County of, Montana
1308. Helena, City of, Montana
1309. Lewis and Clark, County of,
Montana
1310. Ravalli, County of, Montana
1311. Yellowstone, County of,
Montana
1312. Adams, County of, Nebraska
1313. Bellevue, City of, Nebraska
1314. Buffalo, County of, Nebraska
1315. Dodge, County of, Nebraska
1316. Grand Island, City of, Nebraska
1317. Hall, County of, Nebraska
1318. Kearney, City of, Nebraska
1319. Lancaster, County of, Nebraska
1320. Lincoln, City of, Nebraska
1321. Madison, County of, Nebraska
1322. Omaha, City of, Nebraska
1323. Platte, County of, Nebraska
1324. Scotts Bluff, County of,
Nebraska
1325. Boulder City, City of, Nevada
1326. Elko, County of, Nevada
1327. Lyon, County of, Nevada
1328. Mesquite, City of, Nevada
1329. Reno, City of, Nevada
1330. Dover, City of, New Hampshire
1331. Merrimack, County of, New
Hampshire
1332. Atlantic City, City of, New
Jersey
1333. Atlantic, County of, New Jersey
1334. Belleville, Township of, New
Jersey
1335. Bergen, County of, New Jersey
1336. Berkeley, Township of, New
Jersey
1337. Bloomfield, Township of, New
Jersey
1338. Brick, Township of, New Jersey
1339. Bridgewater, Township of, New
Jersey
1340. Camden, City of, New Jersey
1341. Camden, County of, New Jersey
1342. Cape May, County of, New
Jersey
1343. Cherry Hill, Township of, New
Jersey
1344. Cumberland, County of, New
JerseyMacon
1345. Deptford, Township of, New
Jersey
1346. East Brunswick, Township of,
New Jersey
1347. East Orange, City of, New Jersey
1348. Edison, Township of, New Jersey
1349. Egg Harbor, Township of, New
Jersey
1350. Essex, County of, New Jersey
W-18
1351. Evesham, Township of, New
Jersey
1352. Ewing, Township of, New Jersey
1353. Fair Lawn, Borough of, New
Jersey
1354. Fort Lee, Borough of, New
Jersey
1355. Franklin, Township of, New
Jersey
1356. Freehold, Township of, New
Jersey
1357. Galloway, Township of, New
Jersey
1358. Garfield, City of, New Jersey
1359. Gloucester, County of, New
Jersey
1360. Gloucester, Township of, New
Jersey
1361. Hackensack, City of, New Jersey
1362. Hamilton, Township of, New
Jersey
1363. Hillsborough, Township of, New
Jersey
1364. Hoboken, City of, New Jersey
1365. Howell, Township of, New
Jersey
1366. Irvington, Township of, New
Jersey
1367. Jackson, Township of, New
Jersey
1368. Jersey City, City of, New Jersey
1369. Kearny, Town of, New Jersey
1370. Lakewood, Township of, New
Jersey
1371. Lawrence, Township of, New
Jersey
1372. Linden, City of, New Jersey
1373. Livingston, Township of, New
Jersey
1374. Long Branch, City of, New
Jersey
1375. Manalapan, Township of, New
Jersey
1376. Manchester, Township of, New
Jersey
1377. Marlboro, Township of, New
Jersey
1378. Mercer, County of, New Jersey
1379. Middlesex, County of, New
Jersey
1380. Middletown, Township of, New
Jersey
1381. Monmouth, County of, New
Jersey
1382. Monroe, Township of, New
Jersey
1383. Monroe, Township of, New
Jersey
1384. Montclair, Township of, New
Jersey
1385. Morris, County of, New Jersey
1386. Mount Laurel, Township of, New
Jersey
1387. New Brunswick, City of, New
Jersey
1388. Newark, City of, New Jersey
1389. North Bergen, Township of, New
Jersey
1390. North Brunswick, Township of,
New Jersey
1391. Old Bridge, Township of, New
Jersey
1392. Orange, Township of/ City of,
New Jersey
1393. Parsippany-Troy Hills, Township
of, New Jersey
1394. Passaic, City of, New Jersey
1395. Passaic, County of, New Jersey
1396. Paterson, City of, New Jersey
1397. Pennsauken, Township of, New
Jersey
1398. Perth Amboy, City of, New
Jersey
1399. Piscataway, Township of, New
Jersey
1400. Plainfield, City of, New Jersey
1401. Princeton, New Jersey
1402. Saddle Brook, Township of, New
Jersey
1403. Salem, County of, New Jersey
W-19
1404. Sayreville, Borough of, New
Jersey
1405. Somerset, County of, New Jersey
1406. South Brunswick, Township of,
New Jersey
1407. Sussex, County of, New Jersey
1408. Teaneck, Township of, New
Jersey
1409. Toms River, Township of, New
Jersey
1410. Union City, City of, New Jersey
1411. Union, County of, New Jersey
1412. Union, Township of, New Jersey
1413. Warren, County of, New Jersey
1414. Washington, Township of, New
Jersey
1415. Wayne, Township of, New
Jersey
1416. West New York, Town of, New
Jersey
1417. West Orange, Township of, New
Jersey
1418. Willingboro, Township of, New
Jersey
1419. Winslow, Township of, New
Jersey
1420. Woodbridge, Township of, New
Jersey
1421. Albany, County of, New York
1422. Amherst, Town of, New York
1423. Babylon, Town of, New York
1424. Bethlehem, Town of, New York
1425. Binghamton, City of, New York
1426. Brighton, Town of, New York
1427. Bronx, County of, New York
1428. Carmel, Town of, New York
1429. Cattaraugus, County of, New
York
1430. Cayuga, County of, New York
1431. Chautauqua, County of, New
York
1432. Cheektowaga, Town of, New
York
1433. Chemung, County of, New York
1434. Chenango, County of, New York
1435. Cicero, Town of, New York
1436. Clarence, Town of, New York
1437. Clay, Town of, New York
1438. Clifton Park, Town of, New
York
1439. Colonie, Town of, New York
1440. Cortlandt, Town of, New York
1441. Delaware, County of, New York
1442. Eastchester, Town of, New York
1443. Essex, County of, New York
1444. Freeport, Village of, New York
1445. Greece, Town of, New York
1446. Greenburgh, Town of, New York
1447. Guilderland, Town of, New York
1448. Hamburg, Town of, New York
1449. Henrietta, Town of, New York
1450. Irondequoit, Town of, New York
1451. Kings, County of, New York
1452. Lancaster, Town of, New York
1453. Livingston, County of, New
York
1454. Madison, County of, New York
1455. Manlius, Town of, New York
1456. Mount Pleasant, Town of, New
York
1457. Mount Vernon, City of, New
York
1458. New Rochelle, City of, New
York
1459. New York, County of, New York
1460. Newburgh, Town of, New York
1461. Niagara Falls, City of, New York
1462. North Tonawanda, City of, New
York
1463. Orleans, County of, New York
1464. Ossining, Town of, New York
1465. Otsego, County of, New York
1466. Penfield, Town of, New York
1467. Perinton, Town of, New York
1468. Putnam, County of, New York
1469. Queens, County of, New York
1470. Richmond, County of, New York
1471. Rockland, County of, New York
1472. Rye, Town of, New York
1473. Salina, Town of, New York
1474. Spring Valley, Village of, New
York
W-20
1475. Stony Point, Town of, New York
1476. Tioga, County of, New York
1477. Tonawanda, Town of, New York
1478. Union, Town of, New York
1479. Wappinger, Town of, New York
1480. Warren, County of, New York
1481. Warwick, Town of, New York
1482. Wayne, County of, New York
1483. Webster, Town of, New York
1484. West Seneca, Town of, New
York
1485. White Plains, City of, New York
1486. Yates, County of, New York
1487. Yorktown, Town of, New York
1488. Alleghany, County of, North
Carolina
1489. Apex, Town of, North Carolina
1490. Asheville, City of, North
Carolina
1491. Bertie, County of, North Carolina
1492. Burlington, City of, North
Carolina
1493. Cary, Town of, North Carolina
1494. Chapel Hill, Town of, North
Carolina
1495. Charlotte, City of, North
Carolina
1496. Chowan, County of, North
Carolina
1497. Concord, City of, North Carolina
1498. Cornelius, Town of, North
Carolina
1499. Currituck, County of, North
Carolina
1500. Durham, City of, North Carolina
1501. Edgecombe, County of, North
Carolina
1502. Fuquay-Varina, Town of, North
Carolina
1503. Garner, Town of, North Carolina
1504. Gastonia, City of, North Carolina
1505. Goldsboro, City of, North
Carolina
1506. Greenville, City of, North
Carolina
1507. Harnett, County of, North
Carolina
1508. Henderson, County of, North
Carolina
1509. High Point, City of, North
Carolina
1510. Hoke, County of, North Carolina
1511. Holly Springs, Town of, North
Carolina
1512. Huntersville, Town of, North
Carolina
1513. Indian Trail, Town of, North
Carolina
1514. Jackson, County of, North
Carolina
1515. Johnston, County of, North
Carolina
1516. Kannapolis, City of, North
Carolina
1517. Macon, County of, North
Carolina
1518. Madison, County of, North
Carolina
1519. Matthews, Town of, North
Carolina
1520. Monroe, City of, North Carolina
1521. Mooresville, Town of, North
Carolina
1522. Nash, County of, North Carolina
1523. Pender, County of, North
Carolina
1524. Polk, County of, North Carolina
1525. Raleigh, City of, North Carolina
1526. Rocky Mount, City of, North
Carolina
1527. Salisbury, City of, North
Carolina
1528. Sanford, City of, North Carolina
1529. Stanly, County of, North
Carolina
1530. Stokes, County of, North
Carolina
1531. Transylvania, County of, North
Carolina
1532. Union, County of, North
Carolina
W-21
1533. Wake, County of, North Carolina
1534. Wake Forest, Town of, North
Carolina
1535. Warren, County of, North
Carolina
1536. Washington, County of, North
Carolina
1537. Wilson, City of, North Carolina
1538. Wilson, County of, North
Carolina
1539. Yadkin, County of, North
Carolina
1540. Yancey, County of, North
Carolina
1541. Cass, County of, North Dakota
1542. Fargo, City of, North Dakota
1543. Grand Forks, City of, North
Dakota
1544. Minot, City of, North Dakota
1545. Morton, County of, North Dakota
1546. West Fargo, City of, North
Dakota
1547. Anderson, Township of, Ohio
1548. Athens, Township of, Ohio
1549. Austintown, Township of, Ohio
1550. Bath, Township of, Ohio
1551. Beavercreek, City of, Ohio
1552. Beavercreek, Township of, Ohio
1553. Boardman, Township of, Ohio
1554. Bowling Green, City of, Ohio
1555. Brown, County of, Ohio
1556. Brunswick, City of, Ohio
1557. Carroll, County of, Ohio
1558. Clark, County of, Ohio
1559. Clear Creek, Township of, Ohio
1560. Cleveland Heights, City of, Ohio
1561. Colerain, Township of, Ohio
1562. Columbus, City of, Ohio
1563. Concord, Township of, Ohio
1564. Deerfield, Township of, Ohio
1565. Defiance, County of, Ohio
1566. Delaware, City of, Ohio
1567. Dublin, City of, Ohio
1568. Fairborn, City of, Ohio
1569. Fostoria, City of, Ohio
1570. Franklin, Township of, Ohio
1571. Gahanna, City of, Ohio
1572. Green, Township of, Ohio
1573. Greene, County of, Ohio
1574. Grove City, City of, Ohio
1575. Hardin, County of, Ohio
1576. Highland, County of, Ohio
1577. Hilliard, City of, Ohio
1578. Holmes, County of, Ohio
1579. Huber Heights, City of, Ohio
1580. Jackson, Township of, Ohio
1581. Jackson, Township of, Ohio
1582. Kettering, City of, Ohio
1583. Lakewood, City of, Ohio
1584. Lancaster, City of, Ohio
1585. Liberty, Township of, Ohio
1586. Liberty, Township of, Ohio
1587. Madison, County of, Ohio
1588. Mahoning, County of, Ohio
1589. Mansfield, City of, Ohio
1590. Marion, City of, Ohio
1591. Marion, Township of, Ohio
1592. Mason, City of, Ohio
1593. Medina, County of, Ohio
1594. Mentor, City of, Ohio
1595. Miami, County of, Ohio
1596. Mifflin, Township of, Ohio
1597. Monroe, County of, Ohio
1598. Morrow, County of, Ohio
1599. Newark, City of, Ohio
1600. Norwalk, City of, Ohio
1601. Norwich, Township of, Ohio
1602. Orange, Township of, Ohio
1603. Painesville, Township of, Ohio
1604. Perry, County of, Ohio
1605. Pickaway, County of, Ohio
1606. Plain, Township of, Ohio
1607. Preble, County of, Ohio
1608. Putnam, County of, Ohio
1609. Reynoldsburg, City of, Ohio
1610. Richland, County of, Ohio
1611. Sandusky, City of, Ohio
1612. Springfield, City of, Ohio
1613. Sylvania, Township of, Ohio
1614. Union, County of, Ohio
1615. Union, Township of, Ohio
1616. Upper Arlington, City of, Ohio
W-22
1617. Van Wert, City of, Ohio
1618. Vinton, County of, Ohio
1619. Violet, Township of, Ohio
1620. Warren, County of, Ohio
1621. Washington, Township of, Ohio
1622. Washington, Township of, Ohio
1623. West Chester, Township of, Ohio
1624. Westerville, City of, Ohio
1625. Westlake, City of, Ohio
1626. Wood, County of, Ohio
1627. Youngstown, City of, Ohio
1628. Bartlesville, City of, Oklahoma
1629. Bryan, County of, Oklahoma
1630. Canadian, County of, Oklahoma
1631. Carter, County of, Oklahoma
1632. Cherokee, County of, Oklahoma
1633. Garfield, County of, Oklahoma
1634. Moore, City of, Oklahoma
1635. Pontotoc, County of, Oklahoma
1636. Sequoyah, County of, Oklahoma
1637. Stillwater, City of, Oklahoma
1638. Wagoner, County of, Oklahoma
1639. Albany, City of, Oregon
1640. Beaverton, City of, Oregon
1641. Bend, City of, Oregon
1642. Benton, County of, Oregon
1643. Corvallis, City of, Oregon
1644. Curry, County of, Oregon
1645. Deschutes, County of, Oregon
1646. Douglas, County of, Oregon
1647. Eugene, City of, Oregon
1648. Grants Pass, City of, Oregon
1649. Gresham, City of, Oregon
1650. Hillsboro, City of, Oregon
1651. Keizer, City of, Oregon
1652. Klamath, County of, Oregon
1653. Lake Oswego, City of, Oregon
1654. Lincoln, County of, Oregon
1655. Linn, County of, Oregon
1656. Malheur, County of, Oregon
1657. Marion, County of, Oregon
1658. McMinnville, City of, Oregon
1659. Medford, City of, Oregon
1660. Oregon City, City of, Oregon
1661. Polk, County of, Oregon
1662. Redmond, City of, Oregon
1663. Salem, City of, Oregon
1664. Springfield, City of, Oregon
1665. Tigard, City of, Oregon
1666. Umatilla, County of, Oregon
1667. Abington, Township of,
Pennsylvania
1668. Allentown, City of, Pennsylvania
1669. Altoona, City of, Pennsylvania
1670. Bethel Park, Municipality of,
Pennsylvania
1671. Bethlehem, City of, Pennsylvania
1672. Blair, County of, Pennsylvania
1673. Butler, County of, Pennsylvania
1674. Centre, County of, Pennsylvania
1675. Cheltenham, Township of,
Pennsylvania
1676. Chester, City of, Pennsylvania
1677. Cranberry, Township of,
Pennsylvania
1678. Crawford, County of,
Pennsylvania
1679. Cumberland, County of,
Pennsylvania
1680. Erie, City of, Pennsylvania
1681. Falls, Township of, Pennsylvania
1682. Hampden, Township of,
Pennsylvania
1683. Harrisburg, City of, Pennsylvania
1684. Haverford, Township of,
Pennsylvania
1685. Hempfield, Township of,
Pennsylvania
1686. Huntingdon, County of,
Pennsylvania
1687. Jefferson, County of,
Pennsylvania
1688. Lancaster, City of, Pennsylvania
1689. Lancaster, County of,
Pennsylvania
1690. Lebanon, County of,
Pennsylvania
1691. Lower Macungie, Township of,
Pennsylvania
1692. Lower Merion, Township of,
Pennsylvania
W-23
1693. Lower Paxton, Township of,
Pennsylvania
1694. Lower Southampton, Township
of, Pennsylvania
1695. Manheim, Township of,
Pennsylvania
1696. McKean, County of,
Pennsylvania
1697. Mifflin, County of, Pennsylvania
1698. Millcreek, Township of,
Pennsylvania
1699. Montgomery, County of,
Pennsylvania
1700. Mount Lebanon, Township of,
Pennsylvania
1701. New Castle, City of,
Pennsylvania
1702. Norristown, Borough of,
Pennsylvania
1703. North Huntingdon, Township of,
Pennsylvania
1704. Northampton, Township of,
Pennsylvania
1705. Penn Hills, Township of,
Pennsylvania
1706. Perry, County of, Pennsylvania
1707. Radnor, Township of,
Pennsylvania
1708. Reading, City of, Pennsylvania
1709. Ridley, Township of,
Pennsylvania
1710. Ross, Township of, Pennsylvania
1711. Scranton, City of, Pennsylvania
1712. Snyder, County of, Pennsylvania
1713. Somerset, County of,
Pennsylvania
1714. State College, Borough of,
Pennsylvania
1715. Susquehanna, County of,
Pennsylvania
1716. Union, County of, Pennsylvania
1717. Upper Darby, Township of,
Pennsylvania
1718. Upper Merion, Township of,
Pennsylvania
1719. Venango, County of,
Pennsylvania
1720. Warren, County of, Pennsylvania
1721. Wayne, County of, Pennsylvania
1722. York, City of, Pennsylvania
1723. York, County of, Pennsylvania
1724. Adjuntas, Municipality of, Puerto
Rico
1725. Arecibo, Municipality of, Puerto
Rico
1726. Arroyo, Municipality of, Puerto
Rico
1727. Barceloneta, Municipality of,
Puerto Rico
1728. Bayamón, Municipality of,
Puerto Rico
1729. Caguas, Municipality of, Puerto
Rico
1730. Carolina, Municipality of, Puerto
Rico
1731. Catano, Municipality of, Puerto
Rico
1732. Ceiba, Municipality of, Puerto
Rico
1733. Cidra, Municipality of, Puerto
Rico
1734. Coamo, Municipality of, Puerto
Rico
1735. Corozal, Municipality of, Puerto
Rico
1736. Guayama, Municipality of,
Puerto Rico
1737. Guaynabo, Municipality of,
Puerto Rico
1738. Gurabo, Municipality of, Puerto
Rico
1739. Humacao, Municipality of,
Puerto Rico
1740. Las Piedras, Municipality of,
Puerto Rico
1741. Mayagüez, Municipality of,
Puerto Rico
1742. San Germán, Municipality of,
Puerto Rico
1743. San Lorenzo, Municipality of,
Puerto Rico
W-24
1744. San Sebastián, Municipality of,
Puerto Rico
1745. Toa Alta, Municipality of, Puerto
Rico
1746. Toa Baja, Municipality of, Puerto
Rico
1747. Trujillo Alto, Municipality of,
Puerto Rico
1748. Vega Baja, Municipality of,
Puerto Rico
1749. Villalba, Municipality of, Puerto
Rico
1750. Yauco, Municipality of, Puerto
Rico
1751. Barrington, Town of, Rhode
Island
1752. Bristol, Town of, Rhode Island
1753. Providence, City of, Rhode
Island
1754. Warren, Town of, Rhode Island
1755. Aiken, City of, South Carolina
1756. Columbia, City of, South
Carolina
1757. Darlington, County of, South
Carolina
1758. Florence, City of, South Carolina
1759. Goose Creek, City of, South
Carolina
1760. Greenville, City of, South
Carolina
1761. Greer, City of, South Carolina
1762. Hilton Head Island, Town of,
South Carolina
1763. Mount Pleasant, Town of, South
Carolina
1764. Rock Hill, City of, South
Carolina
1765. Spartanburg, City of, South
Carolina
1766. Sumter, City of, South Carolina
1767. Brookings, County of, South
Dakota
1768. Brown, County of, South Dakota
1769. Lincoln, County of, South
Dakota
1770. Minnehaha, County of, South
Dakota
1771. Rapid City, City of, South
Dakota
1772. Sioux Falls, City of, South
Dakota
1773. Bartlett, City of, Tennessee
1774. Brentwood, City of, Tennessee
1775. Cannon, County of, Tennessee
1776. Carter, County of, Tennessee
1777. Chattanooga, City of, Tennessee
1778. Cheatham, County of, Tennessee
1779. Cleveland, City of, Tennessee
1780. Coffee, County of, Tennessee
1781. Collierville, Town of, Tennessee
1782. Crockett, County of, Tennessee
1783. Davidson, County of, Tennessee
1784. Decatur, County of, Tennessee
1785. Dickson, County of, Tennessee
1786. Dyer, County of, Tennessee
1787. Fayette, County of, Tennessee
1788. Franklin, City of, Tennessee
1789. Gallatin, City of, Tennessee
1790. Germantown, City of, Tennessee
1791. Gibson, County of, Tennessee
1792. Hamblen, County of, Tennessee
1793. Hendersonville, City of,
Tennessee
1794. Henry, County of, Tennessee
1795. Jackson, City of, Tennessee
1796. Johnson City, City of, Tennessee
1797. Johnson, County of, Tennessee
1798. Kingsport, City of, Tennessee
1799. La Vergne, City of, Tennessee
1800. Lawrence, County of, Tennessee
1801. Lawrenceburg, City of,
Tennessee
1802. Lebanon, City of, Tennessee
1803. Lincoln, County of, Tennessee
1804. Maryville, City of, Tennessee
1805. Maury, County of, Tennessee
1806. McMinnville, City of, Tennessee
1807. Memphis, City of, Tennessee
1808. Morgan, County of, Tennessee
1809. Morristown, City of, Tennessee
1810. Mount Juliet, City of, Tennessee
W-25
1811. Nashville-Davidson Metropolitan
Government, Tennessee
1812. Obion, County of, Tennessee
1813. Overton, County of, Tennessee
1814. Robertson, County of, Tennessee
1815. Shelby, County of, Tennessee
1816. Smyrna, Town of, Tennessee
1817. Sullivan, County of, Tennessee
1818. Sumner, County of, Tennessee
1819. Tipton, County of, Tennessee
1820. Weakley, County of, Tennessee
1821. Wilson, County of, Tennessee
1822. Abilene, City of, Texas
1823. Allen, City of, Texas
1824. Amarillo, City of, Texas
1825. Anderson, County of, Texas
1826. Arlington, City of, Texas
1827. Atascosa, County of, Texas
1828. Austin, City of, Texas
1829. Austin, County of, Texas
1830. Bastrop, County of, Texas
1831. Baytown, City of, Texas
1832. Beaumont, City of, Texas
1833. Bedford, City of, Texas
1834. Bee, County of, Texas
1835. Bell, County of, Texas
1836. Blanco, County of, Texas
1837. Brazoria, County of, Texas
1838. Brown, County of, Texas
1839. Brownsville, City of, Texas
1840. Bryan, City of, Texas
1841. Burleson, City of, Texas
1842. Burnet, County of, Texas
1843. Caldwell, County of, Texas
1844. Calhoun, County of, Texas
1845. Cameron, County of, Texas
1846. Camp, County of, Texas
1847. Carrollton, City of, Texas
1848. Cass, County of, Texas
1849. Cedar Hill, City of, Texas
1850. Cedar Park, City of, Texas
1851. Chambers, County of, Texas
1852. Cibolo, City of, Texas
1853. Cleburne, City of, Texas
1854. College Station, City of, Texas
1855. Collin, County of, Texas
1856. Colorado, County of, Texas
1857. Comal, County of, Texas
1858. Conroe, City of, Texas
1859. Cooke, County of, Texas
1860. Coppell, City of, Texas
1861. Copperas Cove, City of, Texas
1862. Corpus Christi, City of, Texas
1863. Dallas, City of, Texas
1864. Deer Park, City of, Texas
1865. Del Rio, City of, Texas
1866. Denton, City of, Texas
1867. Denton, County of, Texas
1868. DeSoto, City of, Texas
1869. Duncanville, City of, Texas
1870. Ector, County of, Texas
1871. Edinburg, City of, Texas
1872. El Paso, City of, Texas
1873. El Paso, County of, Texas
1874. Erath, County of, Texas
1875. Euless, City of, Texas
1876. Falls, County of, Texas
1877. Fannin, County of, Texas
1878. Farmers Branch, City of, Texas
1879. Flower Mound, Town of, Texas
1880. Fort Bend, County of, Texas
1881. Fort Worth, City of, Texas
1882. Franklin, County of, Texas
1883. Friendswood, City of, Texas
1884. Frisco, City of, Texas
1885. Galveston, City of, Texas
1886. Galveston, County of, Texas
1887. Garland, City of, Texas
1888. Georgetown, City of, Texas
1889. Grand Prairie, City of, Texas
1890. Grapevine, City of, Texas
1891. Grayson, County of, Texas
1892. Gregg, County of, Texas
1893. Guadalupe, County of, Texas
1894. Hale, County of, Texas
1895. Haltom City, City of, Texas
1896. Hardin, County of, Texas
1897. Harker Heights, City of, Texas
1898. Harlingen, City of, Texas
1899. Harris, County of, Texas
1900. Harrison, County of, Texas
1901. Hays, County of, Texas
W-26
1902. Hidalgo, County of, Texas
1903. Hill, County of, Texas
1904. Hood, County of, Texas
1905. Hopkins, County of, Texas
1906. Houston, City of, Texas
1907. Houston, County of, Texas
1908. Howard, County of, Texas
1909. Hunt, County of, Texas
1910. Huntsville, City of, Texas
1911. Hurst, City of, Texas
1912. Irving, City of, Texas
1913. Jasper, County of, Texas
1914. Jefferson, County of, Texas
1915. Keller, City of, Texas
1916. Kerr, County of, Texas
1917. Killeen, City of, Texas
1918. Kyle, City of, Texas
1919. La Porte, City of, Texas
1920. Lancaster, City of, Texas
1921. League City, City of, Texas
1922. Leander, City of, Texas
1923. Leon, County of, Texas
1924. Leon Valley, City of, Texas
1925. Lewisville, City of, Texas
1926. Liberty, County of, Texas
1927. Limestone, County of, Texas
1928. Little Elm, City of, Texas
1929. Longview, City of, Texas
1930. Lubbock, City of, Texas
1931. Lubbock, County of, Texas
1932. Lufkin, City of, Texas
1933. Madison, County of, Texas
1934. Mansfield, City of, Texas
1935. Matagorda, County of, Texas
1936. McAllen, City of, Texas
1937. McKinney, City of, Texas
1938. Medina, County of, Texas
1939. Mesquite, City of, Texas
1940. Midland, City of, Texas
1941. Midland, County of, Texas
1942. Midlothian, City of, Texas
1943. Milam, County of, Texas
1944. Mission, City of, Texas
1945. Missouri City, City of, Texas
1946. Morris, County of, Texas
1947. Nacogdoches, City of, Texas
1948. Nacogdoches, County of, Texas
1949. Navarro, County of, Texas
1950. New Braunfels, City of, Texas
1951. Newton, County of, Texas
1952. North Richland Hills, City of,
Texas
1953. Nueces, County of, Texas
1954. Odessa, City of, Texas
1955. Orange, County of, Texas
1956. Panola, County of, Texas
1957. Parker, County of, Texas
1958. Pasadena, City of, Texas
1959. Pearland, City of, Texas
1960. Pflugerville, City of, Texas
1961. Pharr, City of, Texas
1962. Plano, City of, Texas
1963. Port Arthur, City of, Texas
1964. Potter, County of, Texas
1965. Randall, County of, Texas
1966. Red River, County of, Texas
1967. Richardson, City of, Texas
1968. Robertson, County of, Texas
1969. Rockwall, City of, Texas
1970. Rosenberg, City of, Texas
1971. Round Rock, City of, Texas
1972. Rowlett, City of, Texas
1973. San Angelo, City of, Texas
1974. San Juan, City of, Texas
1975. San Marcos, City of, Texas
1976. San Patricio, County of, Texas
1977. Schertz, City of, Texas
1978. Shelby, County of, Texas
1979. Sherman, City of, Texas
1980. Socorro, City of, Texas
1981. Southlake, City of, Texas
1982. Starr, County of, Texas
1983. Sugar Land, City of, Texas
1984. Taylor, County of, Texas
1985. Temple, City of, Texas
1986. Texarkana, City of, Texas
1987. Texas City, City of, Texas
1988. The Colony, City of, Texas
1989. Tom Green, County of, Texas
1990. Travis, County of, Texas
1991. Trinity, County of, Texas
1992. Tyler, City of, Texas
W-27
1993. Uvalde, County of, Texas
1994. Val Verde, County of, Texas
1995. Van Zandt, County of, Texas
1996. Victoria, City of, Texas
1997. Victoria, County of, Texas
1998. Waco, City of, Texas
1999. Walker, County of, Texas
2000. Waller, County of, Texas
2001. Washington, County of, Texas
2002. Waxahachie, City of, Texas
2003. Weatherford, City of, Texas
2004. Weslaco, City of, Texas
2005. Wharton, County of, Texas
2006. Wichita Falls, City of, Texas
2007. Wilson, County of, Texas
2008. Wise, County of, Texas
2009. Wood, County of, Texas
2010. Wylie, City of, Texas
2011. American Fork, City of, Utah
2012. Bountiful, City of, Utah
2013. Box Elder, County of, Utah
2014. Carbon, County of, Utah
2015. Cedar City, City of, Utah
2016. Clearfield, City of, Utah
2017. Cottonwood Heights, City of,
Utah
2018. Davis, County of, Utah
2019. Draper, City of, Utah
2020. Eagle Mountain, City of, Utah
2021. Herriman, City of, Utah
2022. Holladay, City of, Utah
2023. Iron, County of, Utah
2024. Kaysville, City of, Utah
2025. Kearns, Metro Township of,
Utah
2026. Layton, City of, Utah
2027. Lehi, City of, Utah
2028. Logan, City of, Utah
2029. Midvale, City of, Utah
2030. Millard, County of, Utah
2031. Millcreek, City of, Utah
2032. Murray, City of, Utah
2033. Ogden, City of, Utah
2034. Orem, City of, Utah
2035. Pleasant Grove, City of, Utah
2036. Provo, City of, Utah
2037. Riverton, City of, Utah
2038. Roy, City of, Utah
2039. Salt Lake City, City of, Utah
2040. San Juan, County of, Utah
2041. Sandy, City of, Utah
2042. Sanpete, County of, Utah
2043. Saratoga Springs, City of, Utah
2044. South Jordan, City of, Utah
2045. Spanish Fork, City of, Utah
2046. Springville, City of, Utah
2047. St. George, City of, Utah
2048. Syracuse, City of, Utah
2049. Taylorsville, City of, Utah
2050. Tooele, City of, Utah
2051. West Jordan, City of, Utah
2052. West Valley City, City of, Utah
2053. Addison, County of, Vermont
2054. Bennington, County of, Vermont
2055. Brattleboro, Town of, Vermont
2056. Burlington, City of, Vermont
2057. Chittenden, County of, Vermont
2058. Franklin, County of, Vermont
2059. Rutland, County of, Vermont
2060. Washington, County of, Vermont
2061. Windham, County of, Vermont
2062. Windsor, County of, Vermont
2063. Albemarle, County of, Virginia
2064. Augusta, County of, Virginia
2065. Bedford, County of, Virginia
2066. Blacksburg, Town of, Virginia
2067. Buchanan, County of, Virginia
2068. Campbell, County of, Virginia
2069. Caroline, County of, Virginia
2070. Carroll, County of, Virginia
2071. Charlottesville, City of, Virginia
2072. Gloucester, County of, Virginia
2073. Grayson, County of, Virginia
2074. Hampton, City of, Virginia
2075. Hanover, County of, Virginia
2076. Harrisonburg, City of, Virginia
2077. James City, County of, Virginia
2078. Leesburg, Town of, Virginia
2079. Lynchburg, City of, Virginia
2080. Manassas, City of, Virginia
2081. Martinsville, City of, Virginia
2082. Newport News, City of, Virginia
W-28
2083. Orange, County of, Virginia
2084. Petersburg, City of, Virginia
2085. Portsmouth, City of, Virginia
2086. Rockingham, County of, Virginia
2087. Spotsylvania, County of,
Virginia
2088. Suffolk, City of, Virginia
2089. York, County of, Virginia
2090. Auburn, City of, Washington
2091. Bellevue, City of, Washington
2092. Bellingham, City of, Washington
2093. Benton, County of, Washington
2094. Bothell, City of, Washington
2095. Bremerton, City of, Washington,
2096. Burien, City of, Washington
2097. Crowlitz, County of, Washington
2098. Des Moines, City of, Washington
2099. Douglas, County of, Washington
2100. Edmonds, City of, Washington
2101. Federal Way, City of,
Washington
2102. Grant, County of, Washington
2103. Grays Harbor, County of,
Washington
2104. Issaquah, City of, Washington
2105. Kennewick, City of, Washington
2106. King, County of, Washington
2107. Kittitas, County of, Washington
2108. Lacey, City of, Washington
2109. Lake Stevens, City of,
Washington
2110. Lakewood, City of, Washington
2111. Lincoln, County of, Washington
2112. Longview, City of, Washington
2113. Lynnwood, City of, Washington
2114. Marysville, City of, Washington
2115. Mason, County of, Washington
2116. Mount Vernon, City of,
Washington
2117. Okanogan, County of,
Washington
2118. Olympia, City of, Washington
2119. Pasco, City of, Washington
2120. Pullman, City of, Washington
2121. Puyallup, City of, Washington
2122. Redmond, City of, Washington
2123. Renton, City of, Washington
2124. Richland, City of, Washington
2125. Sammamish, City of,
Washington
2126. San Juan, County of, Washington
2127. Seattle, City of, Washington
2128. Sedro-Woolley, City of,
Washington
2129. Shoreline, City of, Washington
2130. Spokane Valley, City of,
Washington
2131. Stevens, County of, Washington
2132. University Place, City of,
Washington
2133. Vancouver, City of, Washington
2134. Walla Walla, City of,
Washington
2135. Whatcom, County of,
Washington
2136. Wenatchee, City of, Washington
2137. Yakima, City of, Washington
2138. Yakima, County of, Washington
2139. Appleton, City of, Wisconsin
2140. Beloit, City of, Wisconsin
2141. Brookfield, City of, Wisconsin
2142. Cudahy, City of, Wisconsin
2143. Eau Claire, City of, Wisconsin
2144. Fitchburg, City of, Wisconsin
2145. Fond du Lac, City of, Wisconsin
2146. Franklin, City of, Wisconsin
2147. Green Bay, City of, Wisconsin
2148. Greenfield, City of, Wisconsin
2149. Janesville, City of, Wisconsin
2150. La Crosse, City of, Wisconsin
2151. Madison, City of, Wisconsin
2152. Manitowoc, City of, Wisconsin
2153. Marinette, City of, Wisconsin
2154. Menomonee Falls, Village of,
Wisconsin
2155. Mount Pleasant, Village of,
Wisconsin
2156. New Berlin, City of, Wisconsin
2157. Oak Creek, City of, Wisconsin
2158. Oshkosh, City of, Wisconsin
2159. Polk, County of, Wisconsin
2160. Racine, City of, Wisconsin
W-29
2161. Sheboygan, City of, Wisconsin
2162. South Milwaukee, City of,
Wisconsin
2163. Sun Prairie, City of, Wisconsin
2164. Superior, City of, Wisconsin
2165. Waukesha, City of, Wisconsin
2166. Wausau, City of, Wisconsin
2167. Wauwatosa, City of, Wisconsin
2168. West Allis, City of, Wisconsin
2169. West Bend, City of, Wisconsin
2170. Albany, County of, Wyoming
2171. Campbell, County of, Wyoming
2172. Fremont, County of, Wyoming
2173. Gillette, City of, Wyoming
2174. Laramie, City of, Wyoming
2175. Laramie, County of, Wyoming
2176. Natrona, County of, Wyoming
2177. Sheridan, County of, Wyoming
X-1

EXHIBIT X
Governor’s Release of Opioid-Related Claims Pursuant to the Walmart Settlement Agreement
I, [NAME], Governor of the [Commonwealth]/[State]/[Territory] of [Commonwealth]/[State]/[Territory], hereby authorize Attorney General [NAME] to settle and release, to the maximum extent of my power as Governor, all Released Claims of (1) all of [Commonwealth]/[State]/[Territory]’s past and present executive departments, agencies, divisions, boards, commissions and instrumentalities with regulatory authority to enforce state and federal controlled substances acts and (2) all of [Commonwealth]/[State]/[Territory]’s past and present executive departments, agencies, divisions, boards, commissions and instrumentalities that have the authority to bring Claims related to Alleged Harms and/or Covered Conduct seeking money (including abatement and/or remediation) or revocation or suspension of a pharmaceutical distribution or dispensing license. The foregoing authorization is given in connection with Section X.G of that certain settlement agreement dated as of November [●], 2022 setting forth the terms of settlement between and among Walmart Inc., on the one hand, and certain Settling States and certain Participating Subdivisions on the other hand. This release is intended to be a “release from a State’s Governor” as contemplated in such section.

Capitalized terms used herein and defined in such settlement agreement have the meanings given to them in such settlement agreement.
_________________________
Governor of the [Commonwealth]/[State]/[Territory] of [Commonwealth]/[State]/[Territory] Date: ______________________
ATTACHMENT 3

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: Yuba 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: 62527754-3392-4CEE-9F2C-36944FE4570D

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:

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: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D

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: Yuba 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: 62527754-3392-4CEE-9F2C-36944FE4570D

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

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

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

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

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

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

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

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

Signature: /signer_1_cvs/
Name: /name_1_cvs/
Title: /title_1_cvs/
Date: /date_1_cvs/
3 DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D Exhibit K
Subdivision and Special District Settlement Participation Form Governmental Entity: Yuba 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.

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

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

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

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

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

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

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

12. Nothing herein is intended to modify in any way the terms of the Teva Settlement, to which Governmental Entity hereby agrees. To the extent this Election and Release is interpreted differently from the Teva Settlement in any respect, the Teva Settlement controls. 2 DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D I have all necessary power and authorization to execute this Election and Release on behalf of the Governmental Entity.

Signature: /signer_1_teva_allergan/
Name: /name_1_teva_allergan/
Title: /title_1_teva_allergan/
Date: /date_1_teva_allergan/
3 DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D

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

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

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

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

5. The Governmental Entity agrees to use any monies it receives through the Walgreens Settlement solely for the purposes provided therein.
1 DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D

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

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

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

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

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

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

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

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

Signature: /signer_1_walgreens/
Name: /name_1_walgreens/
Title: /title_1_walgreens/
Date: /date_1_walgreens/
3 DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D

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

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

5. The Governmental Entity agrees to use any monies it receives through the Walmart Settlement solely for the purposes provided therein.
1 DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D

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

10. Nothing herein is intended to modify in any way the terms of the Walmart Settlement, to which Governmental Entity hereby agrees. To the extent this Election and Release is interpreted differently from the Walmart Settlement in any respect, the Walmart Settlement controls.
2 DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D I have all necessary power and authorization to execute this Election and Release on behalf of the Governmental Entity.

Signature: /signer_1_walmart/
Name: /name_1_walmart/
Title: /title_1_walmart/
Date: /date_1_walmart/
3 DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D ATTACHMENT 4
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: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 3 The Settlement Fund payments to California,3 pursuant to the Allergan Settlement Agreement, shall be allocated as follows: 15% to the State Fund; 70% to the Abatement Accounts Fund; and 15% to the Subdivision Fund. For the avoidance of doubt, all funds allocated to California from the Settlement Fund shall be combined pursuant to this CA Allergan Allocation Agreement, and 15% of that total shall be allocated to the State of California (the “State of California Allocation”), 70% to the California Abatement Accounts Fund (“CA Abatement Accounts Fund”), and 15% to the California Subdivision Fund (“CA Subdivision Fund”).

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

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 7 contingency fees and costs from the Attorney Fee Fund or Cost Funds under the Teva Settlement Agreement and Allergan Settlement Agreement, and, if applicable, the CVS Settlement Agreement, Distributor Settlement Agreement, Janssen Settlement Agreement, Walgreens Settlement Agreement, and Walmart Settlement Agreement.

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

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

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

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 9 The undersigned, Yuba 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: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D APPENDIX 1
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100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2.4237952%
City Alameda Alameda 0.069% 0.0570162%
City Albany Alameda 0.013% 0.0107768%
City Berkeley Alameda 0.152% 0.1249656%
City Dublin Alameda 0.033% 0.040% 0.0338810%
City Emeryville Alameda 0.023% 0.0185765%
City Fremont Alameda 0.108% 0.0888576%
City Hayward Alameda 0.117% 0.0966218%
City Livermore Alameda 0.054% 0.0446740%
City Newark Alameda 0.026% 0.0217626%
City Oakland Alameda 0.486% 0.595% 0.5055601%
City Piedmont Alameda 0.014% 0.0114064%
City Pleasanton Alameda 0.067% 0.0554547%
City San Leandro Alameda 0.039% 0.0321267%
City Union City Alameda 0.043% 0.0352484%
County Amador County Amador 0.226% 0.277% 0.2349885%
County Butte County Butte 1.615% 1.975% 1.6783178%
City Chico Butte 0.216% 0.264% 0.2246499%
City Oroville Butte 0.079% 0.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0.2351644% County Colusa County Colusa 0.059% 0.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2.1844585% City Antioch Contra Costa 0.037% 0.0301879%
City Brentwood Contra Costa 0.026% 0.0215339%
City Clayton Contra Costa 0.002% 0.0018060%
City Concord Contra Costa 0.055% 0.0456676%
City Danville Contra Costa 0.010% 0.0082255%
City El Cerrito Contra Costa 0.023% 0.0189024%
City Hercules Contra Costa 0.010% 0.0078273%
DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0.0046030%
City Martinez Contra Costa 0.012% 0.0098593%
City Moraga Contra Costa 0.004% 0.0031007%
City Oakley Contra Costa 0.010% 0.0079416%
City Orinda Contra Costa 0.005% 0.0038157%
City Pinole Contra Costa 0.013% 0.0110909%
City Pittsburg Contra Costa 0.053% 0.0436369%
City Pleasant Hill Contra Costa 0.013% 0.0106309%
City Richmond Contra Costa 0.146% 0.1201444%
City San Pablo Contra Costa 0.018% 0.0148843%
City San Ramon Contra Costa 0.021% 0.0176459%
City Walnut Creek Contra Costa 0.026% 0.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0.1189608% County El Dorado County El Dorado 0.768% 0.939% 0.7980034% City Placerville El Dorado 0.015% 0.0127642%
City South Lake Tahoe El Dorado 0.081% 0.0665456%
County Fresno County Fresno 1.895% 2.318% 1.9693410%
City Clovis Fresno 0.065% 0.0536211%
City Coalinga Fresno 0.012% 0.0098554%
City Fresno Fresno 0.397% 0.3270605%
City Kerman Fresno 0.005% 0.0042534%
City Kingsburg Fresno 0.008% 0.0066167%
City Mendota Fresno 0.002% 0.0019387%
City Orange Cove Fresno 0.004% 0.0035607%
City Parlier Fresno 0.008% 0.0069755%
City Reedley Fresno 0.012% 0.0098804%
City Sanger Fresno 0.018% 0.0146135%
City Selma Fresno 0.015% 0.0127537%
County Glenn County Glenn 0.107% 0.131% 0.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1.0703185% DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Cañada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811%
City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%
DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City San Dimas Los Angeles 0.003% 0.0022016%
City San Fernando Los Angeles 0.013% 0.0104837%
City San Gabriel Los Angeles 0.018% 0.0147726%
City San Marino Los Angeles 0.009% 0.0073791%
City Santa Clarita Los Angeles 0.022% 0.0178167%
City Santa Fe Springs Los Angeles 0.031% 0.0257531%
City Santa Monica Los Angeles 0.158% 0.1298513%
City Sierra Madre Los Angeles 0.006% 0.0048646%
City Signal Hill Los Angeles 0.010% 0.0084884%
City South El Monte Los Angeles 0.005% 0.0039603%
City South Gate Los Angeles 0.020% 0.0166272%
City South Pasadena Los Angeles 0.012% 0.0095334%
City Temple City Los Angeles 0.005% 0.0039498%
City Torrance Los Angeles 0.112% 0.0919820%
City Walnut Los Angeles 0.006% 0.0047305%
City West Covina Los Angeles 0.049% 0.0404521%
City West Hollywood Los Angeles 0.013% 0.0108517%
City Whittier Los Angeles 0.032% 0.0260581%
County Madera County Madera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County Marin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County Mariposa 0.084% 0.103% 0.0876131% County Mendocino County Mendocino 0.439% 0.536% 0.4558394% City Ukiah Mendocino 0.039% 0.0317153%
DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Merced County Merced 0.551% 0.674% 0.5724262%
City Atwater Merced 0.024% 0.0195846%
City Livingston Merced 0.006% 0.0045873%
City Los Banos Merced 0.020% 0.0165142%
City Merced Merced 0.061% 0.0500762%
County Modoc County Modoc 0.065% 0.080% 0.0678250%
County Mono County Mono 0.023% 0.029% 0.0242606%
County Monterey County Monterey 0.908% 1.111% 0.9437083% City Greenfield Monterey 0.006% 0.0050552%
City King City Monterey 0.005% 0.0037355%
City Marina Monterey 0.017% 0.0144098%
City Monterey Monterey 0.041% 0.0336540%
City Pacific Grove Monterey 0.009% 0.0074842%
City Salinas Monterey 0.094% 0.0776576%
City Seaside Monterey 0.023% 0.0191772%
City Soledad Monterey 0.007% 0.0060870%
County Napa County Napa 0.288% 0.352% 0.2994325%
City American Canyon Napa 0.017% 0.0136869%
City Napa Napa 0.078% 0.0642783%
County Nevada County Nevada 0.441% 0.539% 0.4579827%
City Grass Valley Nevada 0.024% 0.0197805%
City Truckee Nevada 0.003% 0.0023843%
County Orange County Orange 4.364% 5.339% 4.5363576%
City Aliso Viejo Orange 0.014% 0.0113841%
City Anaheim Orange 0.554% 0.678% 0.5759282%
City Brea Orange 0.086% 0.0708897%
City Buena Park Orange 0.087% 0.0714352%
City Costa Mesa Orange 0.124% 0.152% 0.1288366%
City Cypress Orange 0.033% 0.0271937%
City Dana Point Orange 0.001% 0.0005560%
DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Fountain Valley Orange 0.055% 0.0455980%
City Fullerton Orange 0.137% 0.168% 0.1425744%
City Garden Grove Orange 0.213% 0.1752482%
City Huntington Beach Orange 0.247% 0.302% 0.2568420%
City Irvine Orange 0.139% 0.170% 0.1442350%
City Laguna Beach Orange 0.047% 0.058% 0.0493043%
City Laguna Hills Orange 0.014% 0.0115457%
City Laguna Niguel Orange 0.001% 0.0007071%
City Laguna Woods Orange 0.001% 0.0006546%
City La Habra Orange 0.060% 0.073% 0.0621049%
City Lake Forest Orange 0.012% 0.0101249%
City La Palma Orange 0.012% 0.0095439%
City Los Alamitos Orange 0.008% 0.0069190%
City Mission Viejo Orange 0.014% 0.0117560%
City Newport Beach Orange 0.179% 0.1470134%
City Orange Orange 0.150% 0.1231320%
City Placentia Orange 0.029% 0.035% 0.0298912%
City Rancho Santa Margarita Orange 0.001% 0.0006296%
City San Clemente Orange 0.008% 0.010% 0.0086083%
City San Juan Capistrano Orange 0.008% 0.0065510%
City Santa Ana Orange 0.502% 0.614% 0.5213866%
City Seal Beach Orange 0.020% 0.0165891%
City Stanton Orange 0.035% 0.0291955%
City Tustin Orange 0.073% 0.0600341%
City Westminster Orange 0.104% 0.127% 0.1082721%
City Yorba Linda Orange 0.044% 0.0362223%
County Placer County Placer 1.045% 1.278% 1.0861002%
City Auburn Placer 0.017% 0.0141114%
City Lincoln Placer 0.031% 0.0255599%
City Rocklin Placer 0.076% 0.0625485%
DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Roseville Placer 0.196% 0.1616559%
County Plumas County Plumas 0.205% 0.251% 0.2128729%
County Riverside County Riverside 4.534% 5.547% 4.7128296% City Banning Riverside 0.017% 0.0143848%
City Beaumont Riverside 0.021% 0.0171135%
City Blythe Riverside 0.012% 0.0096714%
City Canyon Lake Riverside 0.000% 0.0001761%
City Cathedral City Riverside 0.067% 0.0553614%
City Coachella Riverside 0.021% 0.0173054%
City Corona Riverside 0.147% 0.1207083%
City Desert Hot Springs Riverside 0.024% 0.0200433%
City Eastvale Riverside 0.000% 0.0002747%
City Hemet Riverside 0.051% 0.0421792%
City Indio Riverside 0.056% 0.0457794%
City Jurupa Valley Riverside 0.001% 0.0008991%
City Lake Elsinore Riverside 0.021% 0.0172949%
City La Quinta Riverside 0.063% 0.0516732%
City Menifee Riverside 0.032% 0.0260909%
City Moreno Valley Riverside 0.137% 0.1130348%
City Murrieta Riverside 0.048% 0.059% 0.0497423%
City Norco Riverside 0.016% 0.0134542%
City Palm Desert Riverside 0.083% 0.0682465%
City Palm Springs Riverside 0.076% 0.0629862%
City Perris Riverside 0.009% 0.0076774%
City Rancho Mirage Riverside 0.052% 0.0431098%
City Riverside Riverside 0.268% 0.2206279%
City San Jacinto Riverside 0.010% 0.0085936%
City Temecula Riverside 0.022% 0.0180086%
City Wildomar Riverside 0.008% 0.0062500%
County Sacramento County Sacramento 3.797% 4.645% 3.9465887% DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Citrus Heights Sacramento 0.057% 0.0465312%
City Elk Grove Sacramento 0.130% 0.1066994%
City Folsom Sacramento 0.108% 0.0890850%
City Galt Sacramento 0.017% 0.0143704%
City Rancho Cordova Sacramento 0.008% 0.0067679%
City Sacramento Sacramento 0.721% 0.882% 0.7496530%
County San Benito County San Benito 0.106% 0.130% 0.1101417% City Hollister San Benito 0.027% 0.0225355%
County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% City Adelanto San Bernardino 0.008% 0.0066640%
City Apple Valley San Bernardino 0.025% 0.0207360%
City Barstow San Bernardino 0.015% 0.0122056%
City Chino San Bernardino 0.064% 0.0525893%
City Chino Hills San Bernardino 0.001% 0.0006388%
City Colton San Bernardino 0.031% 0.0253443%
City Fontana San Bernardino 0.112% 0.0920543%
City Grand Terrace San Bernardino 0.006% 0.0051051%
City Hesperia San Bernardino 0.035% 0.0291522%
City Highland San Bernardino 0.004% 0.0029061%
City Loma Linda San Bernardino 0.009% 0.0071188%
City Montclair San Bernardino 0.039% 0.0322108%
City Ontario San Bernardino 0.179% 0.1472934%
City Rancho Cucamonga San Bernardino 0.084% 0.0689431%
City Redlands San Bernardino 0.057% 0.0469150%
City Rialto San Bernardino 0.073% 0.0603206%
City San Bernardino San Bernardino 0.178% 0.1461880%
City Twentynine Palms San Bernardino 0.002% 0.0012605%
City Upland San Bernardino 0.052% 0.0424460%
City Victorville San Bernardino 0.033% 0.0269400%
City Yucaipa San Bernardino 0.016% 0.0128772%
DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Yucca Valley San Bernardino 0.003% 0.0021228%
County San Diego County San Diego 5.706% 6.980% 5.9309748% City Carlsbad San Diego 0.128% 0.1050485%
City Chula Vista San Diego 0.189% 0.231% 0.1961456%
City Coronado San Diego 0.044% 0.0359095%
City El Cajon San Diego 0.113% 0.0933582%
City Encinitas San Diego 0.061% 0.074% 0.0630289%
City Escondido San Diego 0.145% 0.1192204%
City Imperial Beach San Diego 0.014% 0.0118283%
City La Mesa San Diego 0.055% 0.068% 0.0575593%
City Lemon Grove San Diego 0.022% 0.0183911%
City National City San Diego 0.080% 0.0656808%
City Oceanside San Diego 0.213% 0.1753428%
City Poway San Diego 0.062% 0.0511040%
City San Diego San Diego 1.975% 2.416% 2.0531169%
City San Marcos San Diego 0.089% 0.0733897%
City Santee San Diego 0.033% 0.0268401%
City Solana Beach San Diego 0.017% 0.0138564%
City Vista San Diego 0.052% 0.0425144%
Consolidated San Francisco San Francisco 3.026% 3.702% 3.1457169% County San Joaquin County San Joaquin 1.680% 2.055% 1.7460399% City Lathrop San Joaquin 0.009% 0.0075394%
City Lodi San Joaquin 0.053% 0.0439484%
City Manteca San Joaquin 0.054% 0.0443454%
City Ripon San Joaquin 0.013% 0.0104219%
City Stockton San Joaquin 0.313% 0.383% 0.3256176%
City Tracy San Joaquin 0.084% 0.0692047%
County San Luis Obispo County San Luis Obispo 0.816% 0.999% 0.8484126% City Arroyo Grande San Luis Obispo 0.024% 0.0199053%
City Atascadero San Luis Obispo 0.029% 0.0240680%
DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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%
DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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%
DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D APPENDIX 1
14 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County Stanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
County Sutter County Sutter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County Tehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County Trinity 0.082% 0.101% 0.0855476%
County Tulare County Tulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County Tuolumne 0.486% 0.594% 0.5047621% County Ventura County Ventura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D APPENDIX 1
15 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Oxnard Ventura 0.156% 0.190% 0.1617338%
City Port Hueneme Ventura 0.021% 0.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0.0702181% City Santa Paula Ventura 0.014% 0.0119072%
City Simi Valley Ventura 0.065% 0.0533043%
City Thousand Oaks Ventura 0.022% 0.0179902%
County Yolo County Yolo 0.357% 0.437% 0.3713319%
City Davis Yolo 0.055% 0.0451747%
City West Sacramento Yolo 0.066% 0.0544321%
City Woodland Yolo 0.058% 0.0477904%
County Yuba County Yuba 0.214% 0.262% 0.2225679%
City Marysville Yuba 0.014% 0.0112079%
DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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.

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 2 i. If a Plaintiff Subdivision is eligible to seek reimbursement of Costs, in whole or in part, from funds available under Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section X and Exhibit R of the CVS Settlement Agreement, Section IX and Exhibit R of the Walgreens Settlement Agreement, Section IX and Exhibit R of the Walmart Settlement Agreement, Section X or Exhibit R of the Distributor Settlement Agreement, or Section XI or Exhibit R of the Janssen Settlement Agreement, it must first make a timely application for reimbursement from such funds. To allow sufficient time for determination of those applications, no claim for Costs to the CA Subdivision Fund under this Agreement may be made before the First Claims Date. ii. A Plaintiff Subdivision that wishes to be reimbursed from the CA Subdivision Fund must submit a claim to the Special Master no later than forty-five (45) days after the First Claims Date. The Special Master will then compile and redistribute the aggregated claim totals for each Plaintiff Subdivision via email to representatives of all the Plaintiff Subdivisions. A claim for attorney and staff time must list, for each attorney or staff member included in the claim, the following information: name, title, total hours claimed, hourly rate (including, if sought, benefits and share of overhead), and narrative summarizing the general nature of the work performed by the attorney or staff member. For reimbursement of “hard” costs, the subdivision may aggregate across a category (e.g., total for travel costs). It is the intention of the Plaintiff Subdivisions that submission of documents related to reimbursement of Costs does not waive any attorney-client privilege or exemptions to the California Public Records Act.
iii. The Special Master may request, at his or her sole option, additional documents or details to assist in the final award of Costs.
iv. The Special Master will review claims for reasonableness and will notify each Plaintiff Subdivision of the final determination of its claim, and will provide a list of all final awards to all Plaintiff Subdivisions by email or, upon request, via First Class U.S. Mail. Any Plaintiff Subdivision may ask the Special Master to reconsider any final award within twenty-one (21) days. The Special Master will make a final determination on any such reconsideration request within thirty (30) days of receipt. v. Any decision of the Special Master is final and binding, and will be considered under the California Arbitration Act, Code of Civil Procedure section 1280 et seq. as a final arbitration award. Nothing in this agreement is intended to expand the scope of judicial review of the final award for errors of fact or law, and the Parties agree that they may only seek to vacate the award if clear and convincing evidence demonstrates one of the factors set forth in Code of Civil Procedure, section 1286.2, subdivision (a). Plaintiff Subdivisions will have fourteen (14) days after all final awards are made, together with any final determination of a request for reconsideration, to seek review in the Superior Court of California, pursuant to Code of Civil Procedure, section 1285, where the State has filed its Consent Judgment.

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 3 A. State of California Allocation
Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by the State for future Opioid Remediation.

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 6 C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the CVS Settlement Agreement and this CA CVS Allocation Agreement, to fund future Opioid Remediation and reimburse past opioidrelated expenses, which may include fees and expenses related to litigation, and to pay the reasonable fees and expenses of the Special Master as set forth in Appendix 2.

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

A Plaintiff Subdivision may separately agree to use its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(Y), of the CVS Settlement Agreement and the MDL Fees Order, so long as such contingency fees do not exceed a total contingency fee of 15% of the total gross recovery of the Plaintiff Subdivision pursuant to the CVS Settlement, inclusive of contingency fees from the national Attorney Fee Fund and this State Back-Stop Agreement. Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 7 representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the CVS Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

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

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 9 The undersigned, Yuba 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: 62527754-3392-4CEE-9F2C-36944FE4570D 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.

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: 62527754-3392-4CEE-9F2C-36944FE4570D 1 7
Agreement, Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section IX and Exhibit R of the Walgreens Settlement Agreement, Section IX and Exhibit R of the Walmart Settlement Agreement, Section X or Exhibit R of the Distributor Settlement Agreement, or Section XI or Exhibit R of the Janssen Settlement Agreement, it must first make a timely application for reimbursement from such funds. To allow sufficient time for determination of those applications, no claim for Costs to the CA Subdivision Fund under this Agreement may be made before the First Claims Date. ii. A Plaintiff Subdivision that wishes to be reimbursed from the CA Subdivision Fund must submit a claim to the Special Master no later than forty-five (45) days after the First Claims Date. The Special Master will then compile and redistribute the aggregated claim totals for each Plaintiff Subdivision via email to representatives of all the Plaintiff Subdivisions. A claim for attorney and staff time must list, for each attorney or staff member included in the claim, the following information: name, title, total hours claimed, hourly rate (including, if sought, benefits and share of overhead), and narrative summarizing the general nature of the work performed by the attorney or staff member. For reimbursement of “hard” costs, the subdivision may aggregate across a category (e.g., total for travel costs). It is the intention of the Plaintiff Subdivisions that submission of documents related to reimbursement of Costs does not waive any attorney-client privilege or exemptions to the California Public Records Act.
iii. The Special Master may request, at his or her sole option, additional documents or details to assist in the final award of Costs.
iv. The Special Master will review claims for reasonableness and will notify each Plaintiff Subdivision of the final determination of its claim, and will provide a list of all final awards to all Plaintiff Subdivisions by email or, upon request, via First Class U.S. Mail. Any Plaintiff Subdivision may ask the Special Master to reconsider any final award within twenty-one (21) days. The Special Master will make a final determination on any such reconsideration request within thirty (30) days of receipt.
v. Any decision of the Special Master is final and binding, and will be considered under the California Arbitration Act, Code of Civil Procedure section 1280 et seq. as a final arbitration award. Nothing in this agreement is intended to expand the scope of judicial review of the final award for errors of fact or law, and the Parties agree that they may only seek to vacate the award if clear and convincing evidence demonstrates one of the factors set forth in Code of Civil Procedure, section 1286.2, subdivision (a). Plaintiff Subdivisions will have fourteen (14) days after all final awards are made, together with any final determination of a request for DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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 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

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 1 9
d) Collateral Source Payments and Third-Party Settlement. i. In the event a Plaintiff Subdivision is awarded compensation, in whole or in part, by any source of funds created as a result of litigation against an Opioid Defendant for its reasonable Costs, it will reduce its claim for Costs from the CA Subdivision Fund by that amount. If a Plaintiff Subdivision has already received a final award of Costs from the CA Subdivision Fund, it will repay the fund up to the prior award of Costs via a payment to the Settlement Fund Administrator or notify the Settlement Fund Administrator that its allocation from the next and subsequent Annual Payments should be reduced accordingly. If the Plaintiff Subdivision is repaying any prior award of Costs, that repayment will occur as soon as is feasible after the Plaintiff Subdivision’s receipt of Cost funds from the collateral source, but no more than 90 days after its receipt from the collateral source. The Settlement Fund Administrator will add any repaid Costs to the CA Subdivision Fund. Any Plaintiff Subdivision that has submitted for reimbursement to any national fund and has not received a final determination by the First Claims Date may request that the settlement administrator withhold some or all of its payment from the CA Subdivision Fund in order to avoid repayment.
ii. In the event a Plaintiff Subdivision reaches a monetary settlement or compromise against any Opioid Defendant outside of the National Opioid Settlement, the monetary portion of such settlement, net of fees paid to outside contingency fee counsel and of funds earmarked strictly for abatement, will be credited against its Costs and the subdivision will be ineligible to recover those credited Costs from the CA Subdivision Fund. Plaintiff Subdivisions negotiating monetary settlements or compromises against any Opioid Defendant outside of the National Opioid Settlement will negotiate for funds to repay any Costs it previously received from the CA Subdivision Fund or for Costs it otherwise might be eligible to claim from the CA Subdivision Fund. If such a settlement is paid after all final approved claims for Costs by all Plaintiff Subdivisions are satisfied in full, the settling subdivision will reimburse the CA Subdivision Fund in that amount by making payment to the Settlement Fund Administrator to add to the CA Subdivision Fund in a manner consistent with the repayments described in section 2.d.i above.

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 1 APPENDIX 3

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

The Attorney General is executing this agreement solely because the definition of “State BackStop Agreement” in Exhibit R of the CVS Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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.

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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.

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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
DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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.

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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.

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 6 C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Teva Settlement Agreement and this CA Teva Allocation Agreement, to fund future Opioid Remediation and reimburse past opioidrelated expenses, which may include fees and expenses related to litigation, and to pay the reasonable fees and expenses of the Special Master as set forth in Appendix 2.

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

A Plaintiff Subdivision may separately agree to use its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(X), of the Teva Settlement Agreement and the MDL Fees Order, DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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.

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 9 The undersigned, Yuba 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: 62527754-3392-4CEE-9F2C-36944FE4570D 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.

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: 62527754-3392-4CEE-9F2C-36944FE4570D 4 final award of Costs from the CA Subdivision Fund, it will repay the fund up to the prior award of Costs via a payment to the Settlement Fund Administrator or notify the Settlement Fund Administrator that its allocation from the next and subsequent Annual Payments should be reduced accordingly. If the Plaintiff Subdivision is repaying any prior award of Costs, that repayment will occur as soon as is feasible after the Plaintiff Subdivision’s receipt of Cost funds from the collateral source, but no more than 90 days after its receipt from the collateral source. The Settlement Fund Administrator will add any repaid Costs to the CA Subdivision Fund. Any Plaintiff Subdivision that has submitted for reimbursement to any national fund and has not received a final determination by the First Claims Date may request that the settlement administrator withhold some or all of its payment from the CA Subdivision Fund in order to avoid repayment.
ii. In the event a Plaintiff Subdivision reaches a monetary settlement or compromise against any Opioid Defendant outside of the National Opioid Settlement, the monetary portion of such settlement, net of fees paid to outside contingency fee counsel and of funds earmarked strictly for abatement, will be credited against its Costs and the subdivision will be ineligible to recover those credited Costs from the CA Subdivision Fund. Plaintiff Subdivisions negotiating monetary settlements or compromises against any Opioid Defendant outside of the National Opioid Settlement will negotiate for funds to repay any Costs it previously received from the CA Subdivision Fund or for Costs it otherwise might be eligible to claim from the CA Subdivision Fund. If such a settlement is paid after all final approved claims for Costs by all Plaintiff Subdivisions are satisfied in full, the settling subdivision will reimburse the CA Subdivision Fund in that amount by making payment to the Settlement Fund Administrator to add to the CA Subdivision Fund in a manner consistent with the repayments described in section 2.d.i above.

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 1 APPENDIX 3

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

The Attorney General is executing this agreement solely because the definition of “State BackStop Agreement” in Exhibit R of the Teva Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 2 Pleasant Valley School District Board, and LA Care Health Plan. i) Plaintiff Subdivision means a Subdivision located in California, other than a CA Litigating Special District, that filed a lawsuit, on behalf of the Subdivision and/or through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. j) Opioid Defendant means any defendant (including but not limited to Walgreen Co., Teva Pharmaceutical Industries Ltd., Allergan Finance, LLC, Allergan Limited, CVS Health Corporation, CVS Pharmacy, Inc., Walmart Inc., Johnson & Johnson, Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health, Inc., AmerisourceBergen Corporation, and McKesson Corporation) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020.

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

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

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

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 4 e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Walgreens Settlement Agreement and this CA Walgreens Allocation Agreement shall be transferred to the State; provided however, that CA Participating Subdivisions have seven years to expend or encumber CA Abatement Accounts Funds designated to support capital outlay projects before they must be transferred to the State. This provision shall not apply to the Cost Reimbursement Funds, which shall be controlled by Appendix 2.
ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E to the Walgreens Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA Participating Subdivision from the Abatement Accounts Fund in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction; and/or (5) interventions to prevent drug addiction in vulnerable youth. c) The California Department of Health Care Services (“DHCS”) may add to this list (but not delete from it) by designating additional High Impact Abatement Activities. DHCS will make reasonable efforts to consult with stakeholders, including the CA Participating Subdivisions, before adding additional High Impact Abatement Activities to this list.
d) For the avoidance of doubt, and subject to the requirements of the Walgreens Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or
DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 6 C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Walgreens Settlement Agreement and this CA Walgreens Allocation Agreement, to fund future Opioid Remediation and reimburse past opioid-related expenses, which may include fees and expenses related to litigation, and to pay the reasonable fees and expenses of the Special Master as set forth in Appendix 2.

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

Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Walgreens Settlement Agreement. Further, DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 7 private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

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

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: 62527754-3392-4CEE-9F2C-36944FE4570D 9 The undersigned, Yuba 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: 62527754-3392-4CEE-9F2C-36944FE4570D 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.

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: 62527754-3392-4CEE-9F2C-36944FE4570D 1 7
Settlement Agreement, Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section X and Exhibit R of the CVS Settlement Agreement, Section IX and Exhibit R of the Walmart Settlement Agreement, Section X or Exhibit R of the Distributor Settlement Agreement, or Section XI or Exhibit R of the Janssen Settlement Agreement, it must first make a timely application for reimbursement from such funds. To allow sufficient time for determination of those applications, no claim for Costs to the CA Subdivision Fund under this Agreement may be made before the First Claims Date.
ii. A Plaintiff Subdivision that wishes to be reimbursed from the CA Subdivision Fund must submit a claim to the Special Master no later than forty-five (45) days after the First Claims Date. The Special Master will then compile and redistribute the aggregated claim totals for each Plaintiff Subdivision via email to representatives of all the Plaintiff Subdivisions. A claim for attorney and staff time must list, for each attorney or staff member included in the claim, the following information: name, title, total hours claimed, hourly rate (including, if sought, benefits and share of overhead), and narrative summarizing the general nature of the work performed by the attorney or staff member. For reimbursement of “hard” costs, the subdivision may aggregate across a category (e.g., total for travel costs). It is the intention of the Plaintiff Subdivisions that submission of documents related to reimbursement of Costs does not waive any attorney-client privilege or exemptions to the California Public Records Act.
iii. The Special Master may request, at his or her sole option, additional documents or details to assist in the final award of Costs.
iv. The Special Master will review claims for reasonableness and will notify each Plaintiff Subdivision of the final determination of its claim, and will provide a list of all final awards to all Plaintiff Subdivisions by email or, upon request, via First Class U.S. Mail. Any Plaintiff Subdivision may ask the Special Master to reconsider any final award within twenty-one (21) days. The Special Master will make a final determination on any such reconsideration request within thirty (30) days of receipt.
v. Any decision of the Special Master is final and binding, and will be considered under the California Arbitration Act, Code of Civil Procedure section 1280 et seq. as a final arbitration award. Nothing in this agreement is intended to expand the scope of judicial review of the final award for errors of fact or law, and the Parties agree that they may only seek to vacate the award if clear and convincing evidence demonstrates one of the factors set forth in Code of Civil Procedure, section 1286.2, subdivision (a). Plaintiff Subdivisions will have fourteen (14) days after all final awards are made, together with any final determination of a request for DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 1 8
reconsideration, to seek review in the Superior Court of California, pursuant to Code of Civil Procedure, section 1285, where the State has filed its Consent Judgment. vi. The Special Master will prepare a report of Costs that includes his or her fees and expenses at least ninety (90) days before the Payment Date for each Annual Payment. The Special Master’s preparation of a report of Costs does not discharge a Plaintiff Subdivision’s reporting requirement under Section V(B)(2) of the Walgreens Settlement Agreement.
vii. A member of the Plaintiff Subdivision Committee, which is a CA Participating Subdivision, will submit to the Settlement Fund Administrator and Walgreens a report of the fees and expenses incurred by the Special Master pursuant to Section V(B)(2) of the Walgreens Settlement Agreement.
c) Claims Priority and Limitation.
i. The Special Master will submit invoices for compensation of reasonable fees and expenses to the Plaintiff Subdivision Committee no later than ninety (90) days prior to the Payment Date for each Annual Payment. The Plaintiff Subdivision Committee will promptly review and, if reasonable, approve the Special Master’s invoice for compensation. The Plaintiff Subdivision Committee will submit approved invoices to the Settlement Fund Administrator for payment. The Special Master’s approved invoices have priority and will be paid first from the CA Subdivision Fund before any award of Costs, subject to the limitation in Section

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 1 APPENDIX 3

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

The Attorney General is executing this agreement solely because the definition of “State BackStop Agreement” in Exhibit R of the Walgreens Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 1 Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – Walmart Settlement

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

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

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 2 i) Plaintiff Subdivision means a Subdivision located in California, other than a CA Litigating Special District, that filed a lawsuit, on behalf of the Subdivision and/or through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. j) Opioid Defendant means any defendant (including but not limited to Teva Pharmaceutical Industries Ltd., Allergan Finance, LLC, Allergan Limited, CVS Health Corporation, CVS Pharmacy, Inc., Walgreen Co., Walmart Inc., Johnson & Johnson, Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health, Inc., AmerisourceBergen Corporation, and McKesson Corporation) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020.

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

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

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

DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 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: 62527754-3392-4CEE-9F2C-36944FE4570D 6 C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Participating Subdivisions. The funds will be used, subject to any limits imposed by the Walmart Settlement Agreement and this CA Walmart Allocation Agreement, to fund future Opioid Remediation and reimburse past opioidrelated expenses, which may include fees and expenses related to litigation, and to pay the reasonable fees and expenses of the Special Master as set forth in Appendix 2.

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

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

Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 7 counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Walmart Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

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

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: 62527754-3392-4CEE-9F2C-36944FE4570D 9 The undersigned, Yuba 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: 62527754-3392-4CEE-9F2C-36944FE4570D 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.

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: 62527754-3392-4CEE-9F2C-36944FE4570D 1 7
part, from funds available under Section IX and Exhibit R of the Walmart Settlement Agreement, Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section X and Exhibit R of the CVS Settlement Agreement, Section IX and Exhibit R of the Walgreens Settlement Agreement, Section X or Exhibit R of the Distributor Settlement Agreement, or Section XI or Exhibit R of the Janssen Settlement Agreement, it must first make a timely application for reimbursement from such funds. To allow sufficient time for determination of those applications, no claim for Costs to the CA Subdivision Fund under this Agreement may be made before the First Claims Date.
ii. A Plaintiff Subdivision that wishes to be reimbursed from the CA Subdivision Fund must submit a claim to the Special Master no later than forty-five (45) days after the First Claims Date. The Special Master will then compile and redistribute the aggregated claim totals for each Plaintiff Subdivision via email to representatives of all the Plaintiff Subdivisions. A claim for attorney and staff time must list, for each attorney or staff member included in the claim, the following information: name, title, total hours claimed, hourly rate (including, if sought, benefits and share of overhead), and narrative summarizing the general nature of the work performed by the attorney or staff member. For reimbursement of “hard” costs, the subdivision may aggregate across a category (e.g., total for travel costs). It is the intention of the Plaintiff Subdivisions that submission of documents related to reimbursement of Costs does not waive any attorney-client privilege or exemptions to the California Public Records Act.
iii. The Special Master may request, at his or her sole option, additional documents or details to assist in the final award of Costs.
iv. The Special Master will review claims for reasonableness and will notify each Plaintiff Subdivision of the final determination of its claim, and will provide a list of all final awards to all Plaintiff Subdivisions by email or, upon request, via First Class U.S. Mail. Any Plaintiff Subdivision may ask the Special Master to reconsider any final award within twenty-one (21) days. The Special Master will make a final determination on any such reconsideration request within thirty (30) days of receipt.
v. Any decision of the Special Master is final and binding, and will be considered under the California Arbitration Act, Code of Civil Procedure section 1280 et seq. as a final arbitration award. Nothing in this agreement is intended to expand the scope of judicial review of the final award for errors of fact or law, and the Parties agree that they may only seek to vacate the award if clear and convincing evidence demonstrates one of the factors set forth in Code of Civil Procedure, section 1286.2, subdivision (a). Plaintiff Subdivisions will have fourteen (14) days after all final awards are made, together with any final determination of a request for DocuSign Envelope ID: 62527754-3392-4CEE-9F2C-36944FE4570D 1 8
reconsideration, to seek review in the Superior Court of California, pursuant to Code of Civil Procedure, section 1285, where the State has filed its Consent Judgment. vi. The Special Master will prepare a report of Costs that includes his or her fees and expenses at least ninety (90) days before the Payment Date for each Annual Payment. The Special Master’s preparation of a report of Costs does not discharge a Plaintiff Subdivision’s reporting requirement under Section V(B)(2) of the Walmart Settlement Agreement.
vii. A member of the Plaintiff Subdivision Committee, which is a CA Participating Subdivision, will submit to the Settlement Fund Administrator and Walmart a report of the fees and expenses incurred by the Special Master pursuant to Section V(B)(2) of the Walmart Settlement Agreement.
c) Claims Priority and Limitation.
i. The Special Master will submit invoices for compensation of reasonable fees and expenses to the Plaintiff Subdivision Committee no later than ninety (90) days prior to the Payment Date for each Annual Payment. The Plaintiff Subdivision Committee will promptly review and, if reasonable, approve the Special Master’s invoice for compensation. The Plaintiff Subdivision Committee will submit approved invoices to the Settlement Fund Administrator for payment. The Special Master’s approved invoices have priority and will be paid first from the CA Subdivision Fund before any award of Costs, subject to the limitation in Section

Madera City CouncilApril 5, 2023

Madera City Council
April 5, 2023