Mendota City Council
May 9, 2023

CITYOF MENDOTA
ooCantaloupe Center Of The World"

VTCTOR MARTINE,Z
Mayor
LIBERTAD "LI BERTY'' LOPEZ
Mayor Pro Tem

JOSE ALONSO
JOSEPH R. RIOFRIO

OSCAR ROSALES
AGENDA

MENDOTA CITY COUNCIL
Regular City Council Meeting
City Council Chambers
643 Quince Street
Mendota, California 93640
May 9, 2023
6:00 PM

CRISTIAN GONZALEZ
City Manager

JOHN KINSEY
City Attorney
The Mendota City Council welcomes you to its meetings, which are scheduled for the 2nd and 4th Tuesday of every month. Your interest and participation are encouraged and appreciated. Notice is hereby given that Council may discuss and/or take action on any or all of the items listed on this agenda. Please turn your cell phones on vibrate/off while in the council chambers.

Any public writings distributed by the City of Mendota to at least a majority of the City Council regarding any item on this regular meeting agenda will be made available at the front counter at City Hall, located at 643 Quince Street Mendota, CA 93640, during normal business hours, 8 AM - 5 PM. ln compliance with the Americans with Disabilities Act, individuals requiring special assistance to participate at this meeting please contact the City Clerk at (559) 655-3291 or (559) 577-7692. Notification of at least forty-eight hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to the meeting.

Si necesita servicios de interpretacion para participar en esta reuni6n, comuniquese con la Secretaria de la Ciudad al (559) 655-3291 o (559) 577-7692 entre las 8 a.m. y las 5 p.m. de lunes a viernes. La notificaci6n de al menos veinticuatro horas antes de la reuni6n permitir6 al personal adoptar las disposiciones necesarias para garantizar su participaci6n en la reuni6n.

CALL TO ORDER

ROLL CALL

FLAG SALUTE

INVOCATION

FINALIZE THE AGENDA

1. Adjustments to Agenda

2. Adoption of final Agenda

CITIZENS' ORAL AND WRITTEN PRESENTATIONS
At this time, members of the public may address the City Council on any matter not listed on the agenda involving matters within the jurisdiction of the City Council. Please complete a "request to speak" form and limit your comments toTHREE(3)MINUTES. PleasegivethecompletedformtotheCityClerkpriortothestartofthemeeting. Allspeakers shall observe proper decorum. The Mendota Municipal Code prohibits the use of boisterous, slanderous, or profane language. All speakers must step to the podium and state their names and addresses for the record. Please watch the time.

City Council Agenda 1 May 9, 2023
643 0uince Street Mendota, Calilornia 93640
Telephone: (559) 655-3291 Fax: (559) 655-4064
TDD/ITY 866-735-2919 (English) TDD/ITY 866-833-4703 (Spanish) ci.mendota.Ga.us
The Gity ol Mendota is an equal opportunity prouidel and employer

APPROVAL OF MINUTES AND NOTICE OF WAIVING OF READING
1 2
Minutes of the regular City Council meeting of April 25,2023 Notice of waiving of the reading of all resolutions and/or ordinances introduced and/or adopted under this agenda.

CONSENT CALENDAR
Matters listed under the Consent Calendar are considered to be routine and will be enacted by one motion and one vote. There will be no separate discussion of these items. lf discussion is desired, that item will be removed from the Consent Calendar and will be considered separately.

APRIL 20,2023 THROUGH MAY 2, 2023
WARRANT LIST CHECK NOS. 53178 THROUGH 53235
TOTAL FOR COUNCIL APPROVAL - $437,889.10
Proposed adoption of Resolution No. 23-25, approving an amendment to the 401(k) plan agreement, changing the matching contribution formula to discretionary.

Proposed adoption of Resolution No. 23-26, approving an amendment to the budget for FiscalYear 2022-2023.

Proposed adoption of Resolution No. 23-27, ratifying and extending the Proclamation of Local Emergency issued by the Director of Emergency Services on March 9,2023, to address rain and flooding throughout the City.

Proposed adoption of Resolution No. 23-28, authorizing the City of Mendota to enter into the settlement agreements with Teva Pharmaceutical lndustries, LTD., Allergan Finance, LLC, Allergan Limited, Walgreen Co., Walmart, lnc., CVS Health Corporation, and CVS Pharmacy, lnc., and agreeing to the proposed settlement proceeds allocation through California.

BUSINESS
Council discussion and consideration of Resolution No. 23-29, approving the Grant Writing and Advocacy Services Proposal submitted by Townsend Public Affairs, lnc., and authorizing the City Managerto execute alldocuments necessary to effectuate the proposal.
a. Receive report from City Manager Gonzalez
b. lnquiries from City Councilto staff
c. Mayor Martinez opens floor to receive any comment from the public d. City Council provides input and considers Reso/ufio n No. 23-29 for adoption 1 2
3 4
5 1
City Council Agenda 2 May 9, 2023
1 2
3 2 Council discussion and consideration of the City of Mendota's list of upcoming street projects
a. Receive report from City Engineer Osbom
b. lnquiies from City Council to staff
c. Mayor Maftinez opens floor to receive any comment from the public d. City Counciltakes action as appropriate

DEPARTMENT REPORTS AND INFORMATIONAL ITEMS
Finance Director
a) Grant Update
City Engineer
a) Update
City Attorney
a) Update

4. City Manager

MAYOR AND COUNCIL REPORTS AND INFORMATIONAL ITEMS

1. Council N/ember(s)

2. Mayor

CLOSED SESSION
1 CONFERENCE WITH LABOR NEGOTIATORS
Pursuant to Government Code S 54957.6, subdivision (a)
Title: Chief of Police
City's Designated Representative and Negotiator: Cristian Gonzalez, City Manager

ADJOURNMENT

CERTIFICATION OF POSTING
l, Celeste Cabrera-Garcia, City Clerk of the City of Mendota, do hereby declare that the foregoing agenda for the Mendota City Council Regular Meeting of May 9, 2023, was posted on the outside bull
tMay 5, 2023, at 5:00 p.m.
etin board located at City all, Street, on Frid ay,
lerk
City Council Agenda 3
este
tVlay 9, 2023
Minutes of City Council Meeting 1 April 25, 2023

MINUTES OF MENDOTA

REGULAR CITY COUNCIL MEETING
Regular Meeting April 25, 2023
Meeting called to order by Mayor Martinez at 6:03 PM.

Roll Call
Council Members Present: Mayor Victor Martinez, Mayor Pro Tem Libertad “L iberty” Lopez, Council Members Jose Alonso,
Joseph Riofrio and Oscar Rosales
Council Members Absent: None
Flag salute led by Mayor Pro Tem Lopez
Invocation led by Police Chaplain Robert Salinas

FINALIZ E THE AGENDA

1. Adjustments to Agenda.

2. Adoption of final Agenda.

A motion was made by Council Member Rosales to adopt the agenda, seconded by Council Member Riofrio; unanimously approved (5 ayes).

CITIZ ENS ORAL AND WRITTEN PRESENTATIONS
Andres Godoy – thanked the City Council for their work with the Police Department/City Council Chambers project and stated that he is willing to assist the City and City Council with anything they may need.

Discussion was held on the comments made by Mr. Godoy.

Joseph Amador – thanked the City Council for their work and commented on the importance of the Mendota Chamber of Commerce.

Minutes of City Council Meeting 2 April 25, 2023
Discussion was held on the comments made by Mr. Amador.

APPROVAL OF MINUTES AND NOTICE OF WAIVING OF READING

1. Minutes of the regular City Council meeting of April 11, 2023.

2. Notice of waiving of the reading of all resolutions and/or ordinances introduced and/or adopted under this agenda.

A motion was made by Council Member Alonso to approve items 1 and 2, seconded by Council Member Rosales; unanimously approved (5 ayes).

CONSENT CALENDAR
Matters listed under the Consent Calendar are considered to be routine and will be enacted by one motion and one vote.

There will be no separate discussion of these items. If discussion is desired, that item will be removed from the Consent Calendar and will be considered separately.

1. APRIL 5, 2023 THROUGH APRIL 14, 2023
WARRANT LIST CHECK NOS. 53110 THROUGH 53177
TOTAL FOR COUNCIL APPROVAL = $872,119.48

2. Proposed ratification of a letter of support for Senate Bill 524 (Caballero).

3. Proposed ratification of a letter of support for Senate Bill 621 (Caballero).

4. Proposed ratification of a letter of support for Senate Bill 870 (Caballero).

5. Proposed ratification of a letter of support for Senate Bill 17 (Caballero).

6. Proposed ratification of a letter of support for Assembly Bill 412 (Soria).

Discussion was held on items 2 through 6 of the Consent Calendar.

A motion was made by Council Member Rosales to approve items 1 through 6, seconded by Council Member Alonso; unanimously approved (5 ayes).

BUSINESS

1. Council discussion and consideration of Resolution No. 23-24, authorizing the addition of two regular full-time entry level police officer positions for the Mendota Police Department.

Mayor Martinez introduced the item and Chief of Police Smith provided the report.

Discussion was held on the report provided by Chief Smith.

Mayor Martinez opened the floor to receive public comment.

Minutes of City Council Meeting 3 April 25, 2023
Andres Godoy – commented in favor of the resolution; on the need to improve public safety; and requested that the Mendota Police Department (“MPD”) be more lenient with pulling over workers coming home from work and focus on individuals who are speeding.

Mayor Martinez closed the floor to receive public comment.

A motion was made Council Member Alonso to approve Resolution No. 23-24, seconded by Council Member Rosales; unanimously approved (5 ayes).

DEPARTMENT REPORTS AND INFORMATIONAL ITEMS

1. Animal Control, Code Enforcement, and Police Department a) February Monthly Reports
Chief Smith provided the monthly report for the Code Enforcement department, including monthly statistics; their assistance with the City’s 2023 Earth Day Celebration event; the Adelante Mendota movie night; a cleanup event held at an encampment for the homeless in the City; the enforcement of illegal semi-truck parking; the City’s weed abatement process, and the City’s efforts to combat public drinking.

Discussion was held on the report provided by Chief Smith.

Chief Smith provided the monthly report for the Animal Control department, including monthly statistics.

Discussion was held on the report provided by Chief Smith; the City’s weed abatement process; the need to review the fee schedule for weed abatement violations; the City’s newly implemented Community Clean Up and Beautification Program; the issue of loud music at various locations throughout the City; and an issue with a rat infestation in an area of the City.

Chief Smith provided the report for the Police Department, including monthly statistics.

Discussion was held on the report provided by Chief Smith and on the issue of homelessness in the City.

2. City Attorney
a) Update
City Attorney Kinsey stated that he had nothing to report but was happy to answer any questions the City Council might have.

3. City Manager
City Manager Gonzalez reported on the City’s Community Clean Up event, a newly implemented Community Clean Up and Beautification Program; Administrative Assistant Minutes of City Council Meeting 4 April 25, 2023
Week; the all-inclusive playground at Rojas-Pierce Park; the planning of a new soccer field; the 2022 Local Street Reconstruction Project; the Mendota Police Department’s National Night Out; the Employee Appreciation and Recognition Lunch; the 2023 Earth Day Celebration Event; the advocacy trip to Sacramento; and the City’s weed abatement process.

Discussion was held on the update provided by City Manager Gonzalez; the City’s Mattress Recycling Program; the need to address trash build up in the City; fining individuals who are caught dumping trash illegally; and the need to install more surveillance cameras throughout the City.

MAYOR AND COUNCIL REPORTS AND INFORMATIONAL ITEMS

1. Council Member(s)
Council Member Alonso provided an update on the recent advocacy trip to Sacramento.

Mayor Pro Tem Lopez provided an update on a clean up event held at an encampment for the homeless in the City; thanked the Mendota Public Works department and Code Enforcement department for their assistance with the clean up event; a worship and prayer event that was held at an encampment for the homeless; thanked Chief Plant Operator Angel for attending the worship and prayer event; thanked MPD for addressing her speeding concerns; provided an update on a health clinic being offered once a week at AMOR Wellness; the upcoming AMOR Wellness Gala in the Garden event and inquired about the possibility of installing speed bumps on Lolita Street.

Council Member Riofrio commented on the 2022 Local Street Reconstruction Project, including signage placed on City Streets needing to be repaired due to missing information; issues with public drinking and ways to combat it, and on the possibility of providing conditional use permits to certain businesses in the City.

2. Mayor
Mayor Martinez thanked staff for their work; commented on the need to continue to improve the community and road conditions; the issue of stray dogs; the issue of homelessness; provided an update on the recent advocacy trip to Sacramento, and an upcoming advocacy trip to Washington DC.

CLOSED SESSION

1. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED L ITIGATION Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Government Code section 54956.9 (one potential case)
At 7:10 p.m. the City Council moved into closed session.

Minutes of City Council Meeting 5 April 25, 2023
At 7:39 p.m. the City Council reconvened in open session and City Attorney Kinsey reported that there was no reportable action.

ADJOURNMENT
With no more business to be brought before the Council, a motion for adjournment was made at 7:39 p.m. by Council Member Rosales, seconded by Mayor Pro Tem Lopez; unanimously approved (5 ayes).
_______________________________
Victor Martinez, Mayor
ATTEST:
_______________________________
Celeste Cabrera-Garcia, City Clerk

CITY OF MENDOTA

CASH DISBURSEMENTS
04/20/23 - 05/02/23
CK# 053178 - 53235
Check Date Check Number Check Amount Vendor Name Cash Account Description April 20, 2023 53178 $ 3,500.00 ADAMS ASHBY GROUP INC GENERAL HOME LONG TERM MONITORING: CASA DE ROSA APARTMENTS
April 20, 2023 53179 $ 800.00 DATA TICKET, INC. GENERAL DAILY CITATION, DAILY NOTICE NOVEMBER 2021, MARCH 2022, JUNE 2022, JULY 2022
April 20, 2023 53180 $ 550.00 EL TACOMAN COLIMA GENERAL EMPLOYEE APPRECIATION LUNCHEON 04/12/23
April 20, 2023 53181 $ 243.33 FASTSIGNS GENERAL
(1) 30X60" POLE BANNER HONORING VETERANS W/PHOTOS
April 20, 2023 53182 $ 274.20 NATIONAL PEN CO., LLC REFUSE SB1383: 100 KRAFT BROWN COM BAGS
April 20, 2023 53183 $ 1,000.00 NETXPERTS LLC GENERAL, WATER, SEWER MANAGED SERVICES CONTRACT INFORMATION TECHNOLOGYCITYWIDE SERVICE April 20, 2023 53184 $ 160.93 PLATT ELETRIC SUPPLY STREETS (1)C-H BAB1050, (100) IDE 30-1262J WEATHERPROOF
April 20, 2023 53185 $ 52.84 RAMIRO RODRIGUEZ GENERAL

REIMBURSEMENT FOR SEVEN DRAWER LOCKS FOR PD LOCKER
April 20, 2023 53186 $ 2,575.95 USA BLUEBOOK WATER
(1) TANK AIR CHARGING SYSTEM FOR PRISON
April 20, 2023 53187 $ 950.88 VERIZON WIRELESS GENERAL, WATER, SEWER CITYWIDE CELL SERVICE FOR 03/07/23-04/28/23
April 20, 2023 53188 $ 40.00 WESTSIDE YOUTH GENERAL
REFUND FOR CHANGE IN PRICE FOR 1 LESS EVENT AT OPEN MARKET 2023
April 26, 2023 53189 $ 133,962.00 CITY OF MENDOTA PAYROLL GENERAL PAYROLL TRANSFER 04/10/23 - 04/23/23
April 27, 2023 53190 $ 64.54 ADT SECURITY SERVICES WATER SECURITY SERVICES FOR WATER PLANT 05/04/23 - 06/03/23
April 27, 2023 53191 $ 26,510.14 AETNA LIFE INSURANCE COMPANY GENERAL MEDICAL INSURANCE FOR MAY 2023
April 27, 2023 53192 $ 517.28 AFLAC GENERAL
AFLAC INSURANCE FOR APRIL 2023
April 27, 2023 53193 $ 482.80 COMCAST BUSINESS GENERAL
FRESNO COUNTY SHERIFF TO MENDOTA PD CIRCUIT APRIL 2023
April 27, 2023 53194 $ 1,570.00 CORRPRO WATERWORKS WATER ANNUAL SERVICE AGREEMENT WATER TANK EXPIRES: FEBRUARY 2024 April 27, 2023 53195 $ 1,049.41 CORBIN WILLITS SY'S INC. GENERAL, WATER, SEWER ENHANCEMENT AND SERVICE FEES MAY 2023 - MOMS SYSTEM
April 27, 2023 53196 $ 902.57 CROWN SERVICES CO. REFUSE, GENERAL TOILET W/SINK 1XWK 1300 2ND ST- WWTP, POOL PARK, LOZANO PARK, 3699 BASS AVE
April 27, 2023 53197 $ 438.00 DEPARTMENT OF JUSTICE GENERAL (5) FINGERPRINT APPS, (2) FINGERPRINT FBI (PD)
April 27, 2023 53198 $ 250.00 ECN POLYGRAPH & INVESTIGATIONS GENERAL (1) EA. POLYGRAPH 04/14/23 (PD)
April 27, 2023 53199 $ 426.75 HD SUPPLY WHITE CAP CONSTRUCTION GENERAL (3) LIMESTONE GRAY TOP, (10) LIMESTONE SEALANT
April 27, 2023 53200 $ 170.00 KERWEST NEWSPAPER GENERAL (5) PUBLIC NOTICE SUMMARY OF ORDINANCE 23-01
April 27, 2023 53201 $ 700.00 LAW & ASSOCIATES GENERAL

LAW ENFORCEMENT BACKGROUND INVESTIGATION (PD)
April 27, 2023 53202 $ 5,446.00 LIGHTHOUSE ELECTRICAL INC SEWER SERVICE AGREEMENTS: 7176, 7223, AND 7174 WWTP
April 27, 2023 53203 $ 2,864.38 METRO UNIFORM GENERAL

EXPLORERS PROGRAM UNIFORMS (PD) (REIMBURSABLE)
April 27, 2023 53204 $ 89,485.80 MID VALLEY DISPOSAL, INC REFUSE SANITATION CONTRACT SERVICE MARCH 2023
April 27, 2023 53205 $ 2,029.89 MUTUAL OF OMAHA GENERAL LIFE AD&D LTD & STD INURANCE FOR MAY 2023
April 27, 2023 53206 $ 10,097.10 PG&E

GENERAL, WATER, SEWER,

STREETS
WATER UTILITIES 03/14/23 - 04/11/23
April 27, 2023 53207 $ 5,960.00 PRICE PAIGE & COMPANY CERTIFIED

GENERAL, WATER, SEWER,

STREETS
PROF SERV: 06/30/22 UNIFORM GUIDANCE AUDIT

CITY OF MENDOTA

CASH DISBURSEMENTS
04/20/23 - 05/02/23
CK# 053178 - 53235
April 27, 2023 53208 $ 2,041.98 PURCHASE POWER GENERAL, WATER, SEWER POSTAGE MACHINE METER REFILL 03/16/23 - 03/17/23
April 27, 2023 53209 $ 67,528.00 SIGNATURE PUBLIC FUNDING WATER, SEWER

SOLAR GENERATING FACILITIES & INTERGRATED SWITCH VFD
April 27, 2023 53210 $ 386.80 UNION PACIFIC RAILROAD COMPANY STREETS ROADWAY - RENT FOR MAY 2023 10TH, MARIE, BELMONT AVE
April 27, 2023 53211 $ 535.00 MARK ANTHONY DUARTE GENERAL,WATER,SEWER

PEST CONTROL SERVICES ROJAS PIERCE PARK, CITYHALL, DMV, YOUTH CENTER, WATER DIVISION. BLDS - 03/28/23
April 27, 2023 53212 $ 1,550.55 HOME-DEPOT CREDIT CARD

GENERAL, WATER, SEWER,

STREETS
(8)12X12 ASH SLATES, (3) 2X36 CARPET TRIM SLIVER, (2) 2X4 RADAR BASIC WHITE SQUARE CELING TILE, (1) MILWAUKEE SAW
May 2, 2023 53213 $ 802.82 A-1 AUTO ELECTRIC/FRESNO MOTOR WATER, SEWER 2016 FORD F-250 PICKUP- HARNESS, ADAPTER - PUBLIC WORKS May 2, 2023 53214 $ 283.84 ADT SECURITY SERVICES GENERAL, WATER, SEWER SECURITY SERVICES 05/13/23 - 06/12/23 CITY HALL AND DMV May 2, 2023 53215 $ 1,174.01 ALERT-0-LITE GENERAL, WATER, SEWER (1) 2GAL HD WTR COOLER, (1) MAGNET TOWING KIT, (1) MINI LIGHT BAR May 2, 2023 53216 $ 950.00 AMERICAN PAVING CO. WATER

REFUND FOR HYDRANT METER
May 2, 2023 53217 $ 684.09 AT&T GENERAL,WATER,SEWER
CITYWIDE PHONE SERVICE 03/25/23 - 04/24/23
May 2, 2023 53218 $ 1,413.23 AT&T MOBILITY GENERAL
POLICE DEPARTMENT CELL SERVICE 03/12/23 - 04/11/23
May 2, 2023 53219 $ 450.00 BAR PSYCHOLOGICAL GROUP GENERAL

POST PSYCH SCREEN (PD)
May 2, 2023 53220 $ 872.00 BSK ASSOCIATES WATER, SEWER
WW WEEKLY GRAB SAMPLE BOD, TDS 04/04/23, GENERAL EDT WEEKLY TREATMENT & DISTRIBUTION 04/11/23
May 2, 2023 53221 $ 160.18 CALIFORNIA STATE LANDS COMMISS WATER CPI RENT 06/23/23 - 06/22/24 - FRESNO SLOUGH
May 2, 2023 53222 $ 2,591.40 DELTA SAND, GRAVEL & RECYCLING GENERAL (96) CLASS II AG BASE ROCK (INCLUSIVE PARK)
May 2, 2023 53223 $ 268.40 FRESNO COUNTY SHERIFF GENERAL 23 - PRISONER PROCESSING SERVICES 3RD QTR JANUARY - MARCH 2023
May 2, 2023 53224 $ 938.94 LEAF GENERAL, WATER, SEWER
(2) KYROCERA COPIER LEASE PAYMENT FOR APRIL - JUNE 2023 CITY

HALL AND PD
May 2, 2023 53225 $ 151.26 MENDOTA 1 SMOG GENERAL
2020 FORD POLICE INTERCEPT- AC SERVICE & CHECK (PD)
May 2, 2023 53226 $ 344.65 METRO UNIFORM GENERAL
(1) ADD ZIPPER SHIRT, (2) MENDOTA SHOULDER PATCH, (1) SAM BWN BELT,(1) CUFF CASE -K.SMITH (PD)
May 2, 2023 53227 $ 3,771.05 MID VALLEY DISPOSAL, INC REFUSE, STREETS SANITATION CONTRACT SERVICE APRIL 1-15 2023
May 2, 2023 53228 $ 500.66 PLATT ELETRIC SUPPLY STREETS (500) THHN-STR-CU 500 FT (450) THHN-WHI-STR-CU 1000F
May 2, 2023 53229 $ 56,773.62 PROVOST & PRITCHARD

GENERAL, WATER, STREETS,
SEWER
PROF SERV- MARCH 2023 - CONTRUCTION WELL10&EXT TRAN, PROF SERV: ROJAS PIERCE PARK IMPROVEMENTS
May 2, 2023 53230 $ 301.10 STATE OF CALIFORNIA STREETS
SIGNAL & LIGHTING BILLING JANUARY -MARCH 2023
May 2, 2023 53231 $ 209.62 USA BLUEBOOK WATER
(1) CR RELEASED (1) ALUM DECHLOR DIFFUSER
May 2, 2023 53232 $ 34.64 OCTAVIO BALVERDE WATER
MQ CUSTOMER REFUND FOR BAL0003
May 2, 2023 53233 $ 23.90 SANTIAGO J. ORELLANA ALVARADO WATER MQ CUSTOMER REFUND FOR GAR0142
May 2, 2023 53234 $ 41.02 GENDI GUZMAN WATER
MQ CUSTOMER REFUND FOR GUZ0011
May 2, 2023 53235 $ 31.55 SARA PORTILLO WATER
MQ CUSTOMER REFUND FOR POR0017
$ 437,889.10
1 AGENDA ITEM – STAFF REPORT
TO: HONORABLE MAYOR AND COUNCILMEMBERS
FROM: JENNIFER LEKUMBERRY, DIRECTOR OF ADMINISTRATIVE SERVICES/ ASSISTANT CITY

MANAGER
VIA: CRISTIAN GONZALEZ, CITY MANAGER
SUBJECT: 401(K) PLAN AMENDMENT CHANGING THE MATCHING CONTRIBUTION FORMULA TO

DISCRETIONARY
DATE: MAY 9, 2023
ISSUE
Shall the City Council adopt Resolution No. 23-25, approving an amendment to the 401(k) plan agreement, changing the matching contribution formula to discretionary?

BACKGROUND
For employees currently excluded from CalPERS, the City of Mendota currently provides an employer match of 5% to the employee’s 401(k) account if the employee contributes a minimum of 3% of their salary to their 401(k) account.

ANALYSIS
Effective May 22, 2023, the safety category will be included in the City’s CalPERS plan.

Simultaneously, the City Council has decided that the City will no longer provide the match toward the employee’s 401(k), however will continue to offer participation in the City’s 401(k) as an optional benefit. The City entered into a side letter agreement with the MPOA outlining the abovementioned change, and the other employees that are impacted by this change have been notified of the change. In order to formally make the change, the City is required to amend the existing agreement through the amendment attached to Resolution No. 23-25.

FISCAL IMPACT
No fiscal impact.

RECOMMENDATION
Staff recommends that the City Council adopt Resolution No. 23-25, approving an amendment to the 401(k) plan agreement, changing the matching contribution formula to discretionary.

Attachments:

1. Resolution No. 23-25

2. Exhibit “A” – City of Mendota 401(K) Profit Sharing Plan Amendment 1 BEFORE THE CITY COUNCIL
OF THE

CITY OF MENDOTA, COUNTY OF FRESNO
A RESOLUTION OF THE CITY COUNCIL RESOLUTION NO. 23-25

OF THE CITY OF MENDOTA APPROVING
AN AMENDMENT TO THE 401(K) PLAN

AGREEMENT, CHANGING THE MATCHING

CONTRIBUTION FORMULA TO DISCRETIONARY
WHEREAS, the City of Mendota (the "City") maintains the City of Mendota 401(k) Profit Sharing Plan (the "Plan") for the benefit of eligible employees; and WHEREAS, pursuant to Section 12.01 of the Plan, the City desires to amend the Plan by changing the matching contribution formula to discretionary; and WHEREAS, if approved, this Plan change is set to take effect on May 22, 2023, simultaneously with the start of CalPERS benefits for the newly added safety category.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Mendota hereby approves the amendment in substantially the form attached hereto as Exhibit “A,” and authorizes the City Manager, or his designee, to execute all documents necessary to effect this amendment to the City of Mendota 401(k) Profit Sharing Plan. ______________________________
Victor Martinez, Mayor
ATTEST:

I, Celeste Cabrera-Garcia, City Clerk of the City of Mendota, do hereby certify that the foregoing resolution was duly adopted and passed by the City Council at a regular meeting of said Council, held at the Mendota City Hall on the 9th day of May, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Celeste Cabrera-Garcia, City Clerk

EXHIBIT A
Copyright © 2002-2023
CCH Incorporated, DBA ftwilliam.com

CITY OF MENDOTA

FORMAL RECORD OF ACTION
The following is a formal record of action taken by the governing body of City Of Mendota (the "Employer").

With respect to the amendment of the City of Mendota 401(k) Profit Sharing Plan (the "Plan"), the following resolutions are hereby adopted:

RESOLVED: That the Plan be amended in the form attached hereto, which amendment is hereby adopted and approved;
RESOLVED FURTHER: That the appropriate officers of the Employer be, and they hereby are, authorized and directed to execute said amendment on behalf of the Employer; RESOLVED FURTHER: That the officers of the Employer be, and they hereby are, authorized and directed to take any and all actions and execute and deliver such documents as they may deem necessary, appropriate or convenient to effect the foregoing resolutions including, without limitation, causing to be prepared and filed such reports documents or other information as may be required under applicable law.

Dated this _______ day of _______________, 2023.
_________________________________
Signature
_________________________________
Name
_________________________________
Date
Copyright © 2002-2023
CCH Incorporated, DBA ftwilliam.com
CITY OF MENDOTA 401(K) PROFIT SHARING PLAN

AMENDMENT
WHEREAS, City Of Mendota (the "Employer") maintains the City of Mendota 401(k) Profit Sharing Plan (the "Plan") for the benefit of certain of its employees; and
WHEREAS, Pursuant to Section 12.01 of the Plan, the Employer desires to amend the Plan; NOW, THEREFORE, the Plan is hereby amended by substituting the following in the Adoption Agreement, effective as of 05/22/2023:

SECTION D. CONTRIBUTIONS - EMPLOYER MATCHING, NON-ELECTIVE AND OTHER CONTRIBUTIONS Employer Matching - Formula

8. Employer Matching Contribution Formula
a. [ X ] A discretionary amount. The amount will be allocated:
i. [ X ] as a uniform percentage of Matched Employee Contributions. ii. [ ] as a flat dollar amount for each Participant.
iii. [ ] based on written instructions provided by the Employer to the Plan Administrator (or Trustee, if applicable) describing (1) how the discretionary Employer Matching Contribution formula will be allocated to Participants (e.g., a uniform percentage of Matched Employee Contributions or a flat dollar amount), (2) the computation period(s) to which the discretionary Employer Matching Contribution formula applies, and (3) if applicable, a description of each business location or business classification subject to separate discretionary Employer Matching Contribution allocation formulas. Such instructions must be provided no later than the date on which the discretionary Employer Matching Contribution is made to the Plan. A summary of these instructions must be communicated to Participants who receive discretionary Employer Matching Contributions. The summary must be communicated to Participants no later than 60 days following the date on which the last discretionary Employer Matching Contribution is made to the Plan for a Plan Year. b. [ ] Single rate. The Employer will contribute as an Employer Matching Contribution an amount equal to i. % of the Participant's Matched Employee Contributions that are not in excess of ii. % of the Participant's Plan Compensation
c. [ ] Two rates. The Employer will contribute as an Employer Matching Contribution an amount equal to Rate One
i. % of the Participant's Matched Employee Contributions that are not in excess of ii. % of the Participant's Plan Compensation; plus
Rate Two
iii. % of the amount of the Participant's Matched Employee Contributions that exceed % of the Participant's Plan Compensation but that do not exceed
iv. % of the Participant's Plan Compensation
d. [ ] Three rates. The Employer will contribute as an Employer Matching Contribution an amount equal to Rate One
i. % of the Participant's Matched Employee Contributions that are not in excess of ii. % of the Participant's Plan Compensation; plus
Rate Two
iii. % of the amount of the Participant's Matched Employee Contributions that exceed % of the Participant's Plan Compensation but that do not exceed
iv. % of the Participant's Plan Compensation; plus
Rate Three
v. % of the amount of the Participant's Matched Employee Contributions that exceed % of the Participant's Plan Compensation but that do not exceed
vi. % of the Participant's Plan Compensation
e. [ ] Years of service. See D.11 below
f. [ ] Special schedule. Employer Matching Contributions shall be made according to the following fixed schedule:

NOTE: The discretionary formula in D.8a must meet the nondiscrimination requirements regarding benefits, right or features described in Treas. Reg. section 1.401(a)(4)-4.

NOTE: If "Special schedule" is selected, the schedule must describe a formula from the options already available or a combination thereof (e.g., single rate formula applies to Group A; two rate formula applies to Group B), be objectively determinable and may not be specified in a manner that is subject to Employer discretion.

9. Additional Discretionary Employer Matching Contributions SECTION D. CONTRIBUTIONS - EMPLOYER MATCHING, NON-ELECTIVE AND OTHER CONTRIBUTIONS Copyright © 2002-2023
CCH Incorporated, DBA ftwilliam.com
a. [ ] Permit discretionary Employer Matching Contributions to be made in addition to the contributions described in D.8. The amount will be allocated:
i. [ ] as a uniform percentage of Matched Employee Contributions. ii. [ ] as a flat dollar amount for each Participant.
iii. [ ] based on written instructions provided by the Employer to the Plan Administrator (or Trustee, if applicable) describing (1) how the discretionary Employer Matching Contribution formula will be allocated to Participants (e.g., a uniform percentage of Matched Employee Contributions or a flat dollar amount), (2) the computation period(s) to which the discretionary Employer Matching Contribution formula applies, and (3) if applicable, a description of each business location or business classification subject to separate discretionary Employer Matching Contribution allocation formulas. Such instructions must be provided no later than the date on which the discretionary Employer Matching Contribution is made to the Plan. A summary of these instructions must be communicated to Participants who receive discretionary Employer Matching Contributions. The summary must be communicated to Participants no later than 60 days following the date on which the last discretionary Employer Matching Contribution is made to the Plan for a Plan Year.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed this _______ day of ________________, 2023.

CITY OF MENDOTA:

Signature:________________________________
Print Name: ______________________________
Title/Position:_____________________________
1 AGENDA ITEM – STAFF REPORT
TO: HONORABLE MAYOR AND COUNCILMEMBERS
FROM: NANCY BANDA, FINANCE DIRECTOR
VIA: CRISTIAN GONZALEZ, CITY MANAGER
SUBJECT: APPROVING AN AMENDMENT TO THE BUDGET FOR FISCAL YEAR 2022-2023 DATE: MAY 9, 2023
ISSUE
Shall the City Council adopt Resolution No. 23-26, approving an amendment to the budget for Fiscal Year 2022-2023?

BACKGROUND
The City Council approved the City of Mendota’s (“City”) budget for the fiscal year 2022-2023 on June 14, 2022 and approved a budget amendment on November 8, 2022. A proposed budget amendment for increased expenditures to the General Fund, the Public Works Department Fleet, an Inclusive Playground, Christmas Decoration for Oller Street, professional services from Townsend Public Affairs, Inc., and increasing the budget line item for the City Council meetings is requested before the close of the fiscal year.

ANALYSIS
The Public Works and Public Utilities Departments anticipated purchasing fleet vehicles for the fiscal year 2022-2023. The latest year currently in our fleet to date are models ranging from 2016 thru 2007. During the procurement process, our budgeted numbers were below the market prices.

The Water and Sewer Departments could cover the additional amount for the purchase of the vehicles due to savings from other budgeted projects. However, our General Fund could not accommodate the additional expenditures for the cost of the vehicles. We originally budgeted $120,000.00. The City purchased four vehicles for $228,232.63.

Other projects that evolved through this fiscal year were the development of a newly constructed inclusive playground, Christmas decorations for Oller Street, professional services from Townsend Public Affairs, Inc., and an increase in the budget line item for the City Council’s meeting. In Mendota, there are about forty families who have children with disabilities. These families travel to Fresno to attend a public park with equipment their children can use due to their abilities. The City secured a grant to reduce the purchase of inclusive playground equipment by $153,000.00. This project was not budgeted. Another project that was not budgeted was the purchase of Christmas decorations for Oller Street. The Christmas decorations displayed on Oller Street have been installed annually since 1980. However, the decorations are at the end of their lifecycle. To be prepared for the next holiday season, the City needed to place an order at the beginning of the calendar year to have the Christmas decorations to be delivered on time. And finally, the professional services retained for Townsend Public Affairs Inc. to assist the City in seeking potential funding in the future. The amount charged was $10,000.00 and may 2 be used in the future to offset potential grant consulting services. But in addition to these professional services, for the City to successfully secure future funding, the City Council needs to make a presence alongside meeting with our State and Federal Legislature. Therefore, we propose increasing the budget line item for the City Council’s meetings by $5,000.00. All expenditures could proceed with approval using General Fund revenues generated from Public Benefit Fees.

FISCAL IMPACT
General Fund. $487,026.00. The funding will be from Public Benefit Fees.

RECOMMENDATION
Staff recommends that the City Council adopt Resolution No. 23-26, approving an amendment to the budget for Fiscal Year 2022-2023.

Attachment(s):

1. Resolution No. 23-26

2. Exhibit “A” - Amended Budget FY 2022-2023 (05092023) 1 BEFORE THE CITY COUNCIL
OF THE

CITY OF MENDOTA, COUNTY OF FRESNO
A RESOLUTION OF THE CITY COUNCIL RESOLUTION NO. 23-26

OF THE CITY OF MENDOTA APPROVING

AN AMENDMENT TO THE BUDGET FOR
FISCAL YEAR 2022-2023
WHEREAS, the City of Mendota (“City”) approved the budget for the Fiscal Year 2022-2023 on June 14, 2022; and
WHEREAS, since the adoption of the City’s budget, the City has approved one budget amendment on November 8, 2022, to accommodate changes to the organizational structure for the Mendota Police Department and the Public Works/Public Utilities Department; and
WHEREAS, the approved budget identified the purchase of fleet vehicles for the Public Works/Public Utilities Department; however, the line item was not sufficient in today’s market; and
WHEREAS, while shopping for fleet vehicles, opportunities arose for the City to install a new inclusive playground, purchase new Christmas decorations for Oller Street ahead of the holiday season, and retain services from Townsend for potential funding opportunities; and
WHEREAS, with retaining the professional services for funding opportunities, our City Council is attending meetings with our State and Federal Legislature and planning for future exhibits to bring more resources to our community.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Mendota, that the City hereby approves an amendment to the budget for Fiscal Year 2022-2023, attached hereto as Exhibit “A,” by increasing the General Fund (01) by $487,026.00 with revenues generated from public benefit fees. ______________________________
Victor Martinez, Mayor
2 ATTEST:

I, Celeste Cabrera-Garcia, City Clerk of the City of Mendota, do hereby certify that the foregoing resolution was duly adopted and passed by the City Council at a regular meeting of said Council, held at the Mendota City Hall on the 9th day of May, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Celeste Cabrera-Garcia, City Clerk

EXHIBIT A
City of Mendota
Fiscal Year
2022 – 2023
Amended Budget
(05092023)
Table of Contents
Page
I. Directory 1
II. General Fund - Summary …................................................................ 2 General Fund Revenues Summary………………………………. 3
General Fund Expenditures Summary…………………………. 5
III. General Fund Budget …........................................................................... 7 City Council………………………………………………………………. 8
City Administration……………………………………………………. 9
Finance Department…………………………………………………… 10
Planning & Engineering………………………………………………. 11
Police…………………………………………………………… 12
Code Enforcement…………………………………………………….. 13
Animal Control………………………………………………………….. 14
Building Department………………………………………………….. 15
Buildings & Grounds………………………………………………….. 16
Administrative Services……………………………………………….. 17
Senior Center/Recreation……………………….........… 17
Human Resources………………………………………….. 17
IV. Enterprise Fund Budget …...................................................................... 18 Refuse Operation Fund………………………………………………. 19
Sewer Operation Fund……………………………………………….. 20
Water Operation Fund……………………………………………….. 22
Gas Tax - Street Fund…………………………………………………. 24
Measure "C" - Street Fund…………………………………………… 25
"LTF" - Street Fund…………………………………………………….. 26
Mendota "CFD" Fund………………………………………………….. 27
Aviation……………………………………………………………………… 28
"COPS" Fund……………………………………………………………… 29
Donation Fund…………………………………………………………… 30
Landscape & Lighting Maintenance District…................................ 31 V. Organizational Chart……………………………………………………………….. 32
VI. Payroll Allocations Summary …………………………………………………….. 33 1 Directory
City of Mendota
643 Quince Street
Mendota, CA 93640
(559) 655-3291 Phone
(559) 655-4064 Fax
www.cityofmendota.com
City Council meetings are scheduled every 2nd and 4th Tuesday of the month at City Council Chambers 643 Quince Street, Mendota, California 93640.

City Council
Mayor Victor Martinez Term Expires 2026
Mayor Pro-Tem Libertad Lopez Term Expires 2026
Council Member Jose Alonso Term Expires 2024
Council Member Joseph Riofrio Term Expires 2024
Council Member Oscar Rosales Term Expires 2024
Departments
City Manager Cristian Gonzalez (559) 860-8882 [email protected] Finance Director Nancy Banda (559) 260-5057 [email protected] City Clerk/Events Coordinator Celeste Cabrera-Garcia (559) 577-7692 [email protected] Director of Administrative
Services/Assistant City Manager Jennifer Lekumberry (559) 630-2849 [email protected] Services
Police Chief Kevin W. Smith (559) 288-8053 [email protected] Contract Services
City Attorney Wanger Jones Helsley PC Attorneys (559) 233-4800 City Engineer/Planner Provost & Pritchard (559) 449-2700 2 General Fund Budget – Summary

1) General Fund Revenue Summary
A. Taxes & Fines
B. Revenues from use of money or property
C. Inter-Governmental Agencies
D. Services
E. Other Revenues
2) General Fund Expenditure Summary
A. Salaries & Overtime
B. Fringe Benefits
C. Contract Services
D. Communication Supplies
E. Supplies
F. Fuel & Utilities
G. Repair & Maintenance
H. Property & General Liability Insurance
I. Meetings-Travel-Training
J. Other Expenditures
K. Capital Outlay
3 GENERAL FUND REVENUES
• Rental Income: Workforce Connection & Employment Development Department: $3,909.50 (Monthly); Department of Motor Vehicles: $487.00 (Monthly); Madera County Action Partnership: $348.85 (Monthly); American Ambulance: $1,111.95 (Monthly); Mendota Youth Recreation, Inc. $1.00 (Annual); TerraForm (Solar Farm next to Covanta): $10,000.00 (Annual); United Security Bank $1,000.00 (Monthly); Department of Motor Vehicles Kiosk: $200.00 (Monthly); Fresno Westside Mosquito Abatement: $1,499.04 (Annual)
• Grants: County of Fresno CDBG $500,000.00; COPS Hiring Program $30,429.00; California HCD $160,000.00; USDA $50,000.00; Proposition 64 $125,000.00
Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23
TAXES & FINES:
01-3000-3010 Current Year Secured - Property Taxes 991,928 975,000 1,144,422 1,030,000 1,030,000 01-3000-3030 Prior Year Secured - Property Taxes 1,495 1,000 - 1,000 1,000 01-3000-3040 Current Year Unsecured - Property Taxes 14,820 13,100 19,755 14,000 15,000 01-3000-3050 Prior Year Unsecured - Property Taxes 1,867 1,200 96 2,000 1,000 01-3000-3070 Home Owner Apportionment - Property Taxes 2,793 1,300 1,401 1,300 1,300 01-3000-3150 Transfer Tax - Property Taxes 15,033 10,000 13,177 10,000 11,000 01-3100-3110 Sales Tax & Use Tax 735,134 616,000 606,688 520,000 685,000 01-3100-3120 Franchise Fees 461,761 512,000 983,039 665,000 1,202,040 01-3100-3130 Business License Tax 83,740 79,000 94,808 79,000 90,000 01-3100-3140 Transient Tax 3,742 3,000 3,380 3,000 3,000 01-3200-3210 Animal License Tax 2,506 3,000 4,095 4,000 4,000 01-3300-3310 Vehicle Fines 41,322 33,500 31,463 33,500 33,500 01-3300-3320 Code Enforcement Fees 13,569 6,000 14,614 20,000 13,000 01-3300-3340 Police Services 7,276 4,000 6,661 2,000 7,000 01-3300-3351 Police Administration Fees 6,577 6,500 5,501 4,500 6,500 01-3300-3359 Vehicle Impound Fees 29,728 17,000 28,418 25,000 25,000 01-3300-3362 DUI 14,584 10,000 12,250 10,000 12,000
01-3800-3350 Parking Citation 14,574 8,000 17,510 10,000 15,000 TOTAL TAXES & FINES 2,442,449 2,299,600 2,987,277 2,434,300 3,155,340 REVENUES FROM USE OF MONEY OR PROPERTY:
01-3400-3410 Investment Interest 3,334 500 6,742 1,500 1,500 01-3400-3420 Rental Income 93,214 101,000 85,417 101,000 101,000 TOTAL REVENUE MONEY & PROPERTY 96,547 101,500 92,159 102,500 102,500 INTER-GOVERNMENTAL AGENCIES:
01-3100-3115 Local Public Safety AB2788 43,809 - 51,491 47,156 48,000 01-3500-3580 Public Safety 8,333 10,500 - 10,500 10,500 01-3500-3600 Grants 157,890 450,429 1,445,880 1,086,336 865,429 01-4000-3520 Reimbursements 237,644 228,029 75,063 255,000 255,000 TOTAL INTER-GOV. AGENCIES 447,677 688,958 1,572,433 1,398,992 1,178,929 4 GENERAL FUND REVENUES – CONTINUED
• Transfer: $336,029.00 (CDBG Fund 9 – Program Income); $50,000.00 (General Fund Reserve); $70,000.00 (Public Impact Fees)
SERVICES:
01-3800-3890 Debit Card Services 2,731 2,500 2,104 2,500 2,500 01-3800-3810 Planning/Engineering (Pass-Thru) 132,454 50,000 63,170 50,000 60,000 01-3200-3228 Plan Check Fees 59,289 40,000 74,045 40,000 50,000 01-3800-3860 Street Sweeping 14,553 14,553 7,277 14,553 14,553 01-3200-3220 Building Fees 90,618 40,000 87,320 40,000 60,000 01-3222-4650 Encroachment Permits 10,134 10,000 3,113 10,000 4,000 TOTAL SERVICES 309,779 157,053 237,028 157,053 191,053
OTHER REVENUES:
01-4000-4010 Sale of Property 40,374 4,000 - 4,000 2,000 01-4000-0000 - - - - -
01-4000-4060 Over/Short 77 - 297 - -
01-4000-4650 Capital Contributions 29,510 6,000 109,587 6,000 6,000 -
TOTAL OTHER REVENUE 69,961 10,000 109,884 10,000 8,000
01-3900-3903 TRANSFER 234,862 389,518 - 336,029 456,029 TOTAL GENERAL FUND REVENUES 3,601,275 3,646,629 4,998,781 4,438,874 5,091,851 5 GENERAL FUND EXPENDITURES
Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23

SALARIES & OVERTIME
01-xxx-5010 Salaries, Regular 1,004,886 1,056,562 1,064,080 1,290,655 1,402,208 01-xxx-5060 Overtime 73,881 59,350 76,381 59,350 75,350 Total Salaries & Overtime 1,078,767 1,115,912 1,140,462 1,350,005 1,477,558

FRINGE BENEFITS
01-xxx-5900 Uniform 12,546 12,700 8,301 14,760 15,900
01-xxx-6050 Retirement 36,301 39,065 38,525 72,460 140,096 01-xxx-6060 Health & Life Insurance 237,376 286,272 183,858 280,548 266,379 01-xxx-6070 F.I.C.A./Medicare 84,725 85,375 122,584 103,278 109,579 01-xxx-6080 Workers Compensation 147,371 148,920 149,430 190,190 195,960 01-xxx-6090 Unemployment Insurance 6,370 3,000 5,530 6,000 7,500 01-xxx-6100 Disability Insurance 11,382 12,052 18,623 14,579 15,557 Total Fringe Benefits 536,071 587,384 526,852 681,815 750,971

CONTRACT SERVICES
01-xxx-5100 Election 2,997 2,800 - 2,800 3,000
01-xxx-5820 Legal Services 76,681 124,500 206,116 73,500 79,740 01-xxx-5821 Engineering Services 18,108 18,000 12,000 18,000 18,000 01-xxx-5840 Audit 12,344 11,000 11,723 11,000 12,000
01-xxx-5860 Contract Services - Dispatch 121,533 117,600 97,437 166,056 176,796 01-xxx-5850 Contract Services 169,532 267,190 269,939 369,015 678,241 01-xxx-5851 Contract Services (Pass-Thru) 130,950 50,000 80,445 50,000 50,000 01-xxx-5400 Lab Fees 2,188 2,000 370 2,000 500
01-xxx-5810 Abatement 3,301 8,000 1,545 7,000 7,000
Total Contract Services 537,634 601,090 679,574 699,371 1,025,277

COMMUNICATION
01-xxx-5200 Telephone / Radio's 32,615 29,180 32,117 29,500 35,156 01-xxx-5360 Postage 3,962 3,530 3,503 3,420 3,730
Total Communication 36,577 32,710 35,620 32,920 38,886

SUPPLIES
01-xxx-5350 Office Supplies 10,961 8,750 5,225 9,200 7,500 01-xxx-5800 Special Department Supplies 53,324 37,400 29,200 47,800 44,588 Total Supplies 64,285 46,150 34,425 57,000 52,088

FUEL & UTILITY
01-xxx-5500 Fuel 16,375 19,434 20,869 17,534 22,700
01-xxx-5150 Utilities 37,289 33,740 27,125 29,000 32,000 Total Fuel & Utility 53,664 53,174 47,993 46,534 54,700 6 GENERAL FUND EXPENDITURES - CONTINUED

REPAIR & MAINTENANCE
01-xxx-5450 Vehicle Maintenance/Operations 23,668 20,200 19,132 22,650 23,815 01-xxx-5460 Facility Repair 36,436 51,620 35,772 31,053 54,500 01-xxx-5600 Office Equipment Maintenance 3,902 2,124 6,432 3,500 6,500 Total Repair & Maintenance 64,006 73,944 61,337 57,203 84,815 01-xxx-6110 P & GL INSURANCE 5,558 7,411 10,155 10,166 10,200 01-xxx-6300 MEETINGS/TRAVEL/TRAINING 17,636 19,300 16,412 19,100 36,900

OTHER EXPENDITURES
01-xxx-5300 Advertising & Publication 5,535 4,900 1,987 4,600 2,650 01-xxx-5950 Rent/Lease of Equip./ PD Bld. 48,587 67,500 36,135 54,500 54,000 01-xxx-6200 Principal 30,155 25,358 28,640 24,555 24,555 01-xxx-6210 Bonds-Interest 9,055 - 1,360 - -
01-xxx-6211 Interest Expense 10,470 9,425 - 5,445 5,445 01-xxx-6250 Memberships & Dues 8,581 7,233 5,984 7,358 7,383 01-xxx-6305 K-9 Progam - - 862 1,900 1,200
01-xxx-6310 Proposition 64 - - 25,300 82,850 83,000
01-xxx-6400 Taxes and Assessments 293 453 283 453 300
01-xxx-6510 Community Promotion 907 1,000 130 600 600
01-xxx-xxx Transfer - - - - 50,000
01-xxx-7000 American Rescue Plan - - 440,472 517,500 -
Total Other Expenditures 113,583 115,869 541,153 699,761 229,133 01-xxx-6500 CAPITAL OUTLAY 388,724 1,046,325 94,171 785,000 1,398,775 TOTAL General Fund EXPENDITURES 2,896,505 $ 3,699,269 $ 3,188,152 4,438,875 5,091,851 7 General Fund Budgets
1) City Council
2) City Administration
3) Finance Department
4) Planning & Engineering
5) Police
6) Code Enforcement
7) Animal Control
8) Building Department
9) Buildings & Grounds
10) Administrative Services
A Senior Center
B. Human Resources
8 CITY COUNCIL
Amended Budget for Fiscal Year 2022-23 – General Fund
Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 City Council
01-5060-5010 Salaries, Regular 17,900 18,000 15,000 18,000 18,000 01-5060-5100 Elections 2,997 2,800 2,800 - 3,000
01-5060-5200 Telephone 1,312 1,300 1,753 1,300 1,900
01-5060-5350 Office Supplies 629 350 31 900 200
01-5060-6060 Health & Life Insurance 46,192 68,635 37,610 62,958 65,437 01-5060-6070 F.I.C.A. / Medicare 2,032 1,377 1,530 1,377 1,377 01-5060-6100 Disability Insurance 274 194 232 194 194
01-5060-6300 Meetings/Travel/Training 7,246 8,000 10,004 7,500 13,000 01-5060-6510 Community Promotions 907 1,000 130 600 600 Total Expenditures 79,488 101,656 66,291 95,629 103,708 9 CITY ADMINISTRATION
Amended Budget for Fiscal Year 2022-23 – General Fund
• Special Department Supplies: Portable Address System, Portable Podium (shared cost with the Water and Sewer Funds) (5800) • Contract Services: Fire Protection Services ($270,000.00) (5850) • Transfer to General Fund Reserve ($50,000.00)
Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 City Administration
01-5070-5010 Salaries, Regular 60,237 72,855 63,801 83,145 99,423 01-5070-5200 Telephone 3,521 3,650 2,172 3,650 2,606
01-5070-5300 Advertising & Publication 4,654 3,500 1,987 3,500 2,500 01-5070-5350 Office Supplies 6,461 5,000 4,264 5,000 5,000 01-5070-5360 Postage 2,175 2,000 2,052 2,000 2,200
01-5070-5450 Vehicle Maintenance/Operations 378 200 841 200 900 01-5070-5600 Office Equipment Maintenance 3,902 2,124 6,432 3,500 6,500 01-5070-5800 Special Department Supplies 2,628 3,000 1,330 4,700 6,388 01-5070-5820 Legal Services 54,433 35,000 45,240 45,000 49,740 01-5070-5850 Contract Services/Fire Protection 107,871 197,000 209,220 310,812 484,045 01-5070-5950 Lease Payment 452 3,500 3,530 3,500 4,000
01-5070-6050 Retirement 4,289 5,515 4,423 6,429 7,427
01-5070-6060 Health & Life Insurance 9,365 15,003 9,839 14,254 13,907 01-5070-6070 F.I.C.A. / Medicare 4,465 5,573 38,230 6,361 7,606 01-5070-6080 Workers Compensation 9,194 9,881 8,332 11,871 13,712 01-5070-6090 Unemployment Insurance 304 1,000 2,518 1,000 2,500 01-5070-6100 Disability Insurance 600 787 5,945 898 1,074 01-5070-6250 Memberships & Dues 7,566 6,000 5,371 6,000 6,000 01-5070-6300 Meetings/Travel/Training 1,691 2,000 175 2,000 13,000 01-5070-6500 Capital Outlay 24,267 6,000 - - -
01-5070-7000 American Rescue Plan-Premium Pay - - 440,472 517,500 - 01-0000-000 Transfer - - - - 50,000
Total Expenditures 308,455 379,588 856,174 1,031,320 778,528 10 FINANCE DEPARTMENT
Amended Budget for Fiscal Year 2022-23 – General Fund
Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 Finance Department
01-5080-5010 Salaries, Regular 23,057 43,629 6,041 43,629 22,842 01-5080-5200 Telephone 233 130 349 250 350
01-5080-5350 Office Supplies 420 800 - 600 600
01-5080-5840 Audit Fee 12,344 11,000 11,723 11,000 12,000 01-5080-5900 Uniform 316 400 555 700 1,800
01-5080-6050 Retirement 1,518 3,373 3,373 66 412
01-5080-6060 Health & Life Insurance 1,968 2,910 2,910 - 5,420 01-5080-6070 F.I.C.A. / Medicare 1,752 3,338 462 3,338 1,747 01-5080-6080 Workers Compensation 3,470 5,917 770 6,229 3,142 01-5080-6100 Disability Insurance 228 471 72 471 247
01-5080-6250 Memberships & Dues 317 433 265 433 433
01-5080-6300 Meetings/Travel/Training 280 400 - 600 1,500 Total Expenditures 45,903 72,801 20,303 73,533 50,493
11 PLANNING & ENGINEERING
Amended Budget for Fiscal Year 2022-23 – General Fund
• Contract Services: Multijurisdictional Housing Element $111,296.00 (5850) • Contract Services (Pass-Thru): This line item is for development projects that are paid by the applicant. The applicant pays the City as a pass-thru for services provided by contracted parties. • Capital Outlay: SB2 Planning Grant – Zoning Update; City Hall Front Counter Improvements; Scanner - $160,000.00 (6500) Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 Planning & Engineering
01-5110-5010 Salaries - Regular 6,140 - 100 3,600 3,600 01-5110-5300 Advertising & Publications 683 1,000 - 700 - 01-5110-5800 Special Dept. Supplies 56 - - - -
01-5110-5821 Engineering 18,108 18,000 12,000 18,000 18,000 01-5110-5850 Contract Services 14,178 28,000 29,747 15,000 141,296 01-5110-5851 Contract Services (Pass-Thru) 130,950 50,000 80,445 50,000 50,000 01-5110-6050 Retirement 370 - 8 - -
01-5110-6060 Health & Life 498 - - - -
01-5110-6070 F.I.C.A. / Medicare 470 - 7 275 275
01-5110-6080 Workers Compensation 873 - 7 526 498
01-5110-6100 Disability Insurance 57 - 1 39 39
01-5110-6300 Travel/Meetings 11 - - - -
01-5110-6500 Capital Outlay 160,000 - 160,000 - 160,000 Total Expenditures 172,396 257,000 122,313 248,140 373,708 12 POLICE
Amended Budget for Fiscal Year 2022-23 – General Fund
• Salaries – Part-Time: (4) R124 (5020)
• Contract Services Dispatch: Fresno County Sheriff Department (5860) • Capital Outlay: (3) Police Ford Explorer Interceptors $123,000.00 ($50,000.00-Grant Reimbursable); Camera System (6500) Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 Police
01-6150-5010 Salaries - Regular 624,673 648,021 592,420 664,323 650,065 01-6150-5020 Salaries - Part - Time 36,529 78,922 96,411 192,608 245,925 01-6150-5060 Overtime 64,676 55,000 66,548 55,000 65,000 01-6150-5150 Utilities 20,721 17,000 14,033 15,000 16,000 01-6150-5200 Telephone 27,349 24,000 27,842 24,000 30,000 01-6150-5300 Advertising & Publication 198 400 - 400 150 01-6150-5350 Office Supplies 2,602 2,000 733 2,000 1,000 01-6150-5360 Postage 1,615 1,400 1,328 1,300 1,400
01-6150-5400 Lab Fees 2,188 2,000 370 2,000 500
01-6150-5450 Vehicle Maintenance/Operations 16,727 13,500 14,259 17,000 17,000 01-6150-5460 Facility Repair / Maint. 1,323 1,000 302 1,000 500 01-6150-5500 Fuel 14,123 17,000 18,296 15,000 19,000
01-6150-5800 Special Department Supplies 22,853 15,000 6,397 25,200 15,000 01-6150-5820 Legal Services 14,197 85,000 122,487 25,000 25,000 01-6150-5850 Contract Services 25,611 22,000 20,711 23,000 23,000 01-6150-5860 Contract Services Dispatch 121,533 117,600 97,437 166,056 176,796 01-6150-5900 Uniform 11,157 11,400 6,535 12,600 12,000
01-6150-5950 Lease Payment 48,135 51,000 32,605 51,000 50,000 01-6150-6050 Retirement 12,895 18,262 12,888 42,985 40,935 01-6150-6060 Health & Life 147,328 156,168 109,454 143,411 131,657 01-6150-6070 F.I.C.A. / Medicare 57,032 59,818 59,411 69,763 72,750 01-6150-6080 Workers Compensation 100,822 106,053 103,102 130,202 130,895 01-6150-6090 Unemployment Insurance 6,066 2,000 3,013 5,000 5,000 01-6150-6100 Disability Insurance 7,698 8,445 8,984 9,849 10,271 01-6150-6110 P & GL Insurance 3,582 4,666 6,394 6,405 6,400 01-6150-6250 Memberships & Dues 699 800 348 800 550
01-6150-6300 Meetings/Travel 8,010 8,000 5,346 8,000 8,000 01-6150-6500 Capital Outlay 92,808 159,000 1,288 50,000 131,750 Total Expenditures 1,493,149 1,685,455 1,428,943 1,758,902 1,886,544 13 CODE ENFORCEMENT
Amended Budget for Fiscal Year 2022-23 – General Fund
• Salaries: (2) Community Service Officers (Grant Reimbursable) (5010) • Proposition 64: Meetings, Events, Trainings, K-9, Vehicle, Drone, Tablet, Professional Services (6310) Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 Code Enforcement
01-6160-5010 Salaries 27,525 26,462 58,909 98,364 96,775 01-6160-5060 Overtime 335 500 1,608 500 500
01-6160-5360 Postage 173 130 123 120 130
01-6160-5450 Vehicle Maintenance/Operations 92 750 275 200 300 01-6160-5500 Fuel 386 534 558 534 600
01-6160-5800 Special Department Supplies 1,086 600 - 200 200 01-6160-5810 Abatement 3,301 8,000 1,545 7,000 7,000
01-6160-5820 Legal Services 8,051 4,500 38,388 3,500 5,000 01-6160-5850 Contract Services 240 100 0 100 100
01-6160-5900 Uniform 394 200 496 480 550
01-6160-6050 Retirement 1,865 2,046 4,453 7,606 6,630
01-6160-6060 Health & Life Insurance 2,413 2,786 5,306 37,875 15,278 01-6160-6070 F.I.C.A. / Medicare 2,281 2,063 4,834 7,564 7,441 01-6160-6080 Workers Compensation 3,007 3,657 8,097 14,115 13,480 01-6160-6100 Disability Insurance 308 291 721 1,068 1,051 01-6160-6300 Travel/Meeting 38 300 - 300 300
01-6160-6310 Proposition 64 - - 25,300 82,850 83,000
Total Expenditures 51,494 52,919 150,613 262,376 238,335 14 ANIMAL CONTROL
Amended Budget for Fiscal Year 2022-23 – General Fund
Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 Animal Control
01-6170-5010 Salaries 23,918 26,462 22,783 28,358 19,592 01-6170-5060 Overtime 864 850 835 850 850
01-6170-5450 Vehicle Maintenance/Operations 956 750 91 750 400 01-6170-5460 Facility Repair/Maintenance 1,089 500 912 500 1,000 01-6170-5500 Fuel 319 400 418 500 500
01-6170-5800 Special Department Supplies 1,776 2,800 2,282 2,500 2,500 01-6170-5850 Contract Services 12,608 9,000 1,350 1,500 1,500 01-6170-5900 Uniform 322 200 443 480 550
01-6170-6050 Retirement 1,845 1,996 1,711 2,193 865
01-6170-6060 Health & Life Insurance 3,171 2,786 1,359 2,786 4,101 01-6170-6070 F.I.C.A. / Medicare 1,991 2,097 1,801 2,235 1,563 01-6170-6080 Workers Compensation 3,541 3,718 3,360 4,170 2,812 01-6170-6100 Disability Insurance 271 296 272 315 221
01-6170-6300 Travel/Meeting 359 200 887 200 600
01-6170-6305 K-9 Program Expenses - - 862 1,900 1,200
01-6170-6500 Capital Outlay - 51,664 - - 0
Total Expenditures 53,029 52,055 91,032 49,237 38,254
15 BUILDING DEPARTMENT
Amended Budget for Fiscal Year 2022-23 – General Fund
• Bond Principal (6200) and Interest Expense (6211): Redevelopment Agency Payment for the City Hall Expansion Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 Building Department
01-7180-5010 Salaries 37,374 43,148 37,929 45,677 37,505 01-7180-5350 Office Supplies 130 - - - -
01-7180-5500 Fuel 428 500 523 500 600
01-7180-5800 Special Department Supplies 585 1,000 564 200 500 01-7180-5850 Contract Services 116 1,000 - 400 -
01-7180-6050 Retirement 2,535 3,336 2,070 3,286 2,802
01-7180-6060 Health & Life Insurance 4,677 6,762 699 2,262 4,106 01-7180-6070 F.I.C.A./Medicare 2,556 3,301 2,131 3,494 2,869 01-7180-6080 Workers Compensation 6,258 5,852 4,945 6,522 5,159 01-7180-6100 Disability Insurance 307 466 248 493 405
01-7180-6200 Bond Principal 15,938 23,259 28,640 24,555 24,555 01-7180-6210 Bond Interest 9,055 1,360 - - -
01-7180-6211 Interest Expense 9,490 6,741 5,445 - 5,445 Total Expenditures 89,449 95,365 79,109 92,834 83,946
16 BUILDINGS & GROUNDS
Amended Budget for Fiscal Year 2022-23 – General Fund
• Facility Repair/Maintenance: Council Chambers Audio; Binder for Tire-Derived Product at CA 180 Welcome Sign Improvements (5460)
• Capital Outlay: Phase II Rojas-Pierce Park Expansion ($550,000.00); Truck Purchase; Honor Wall at Rojas-Pierce Park (6500)
Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 Buildings & Grounds
01-7250-5010 Salaries 143,124 86,063 170,686 92,567 175,097 01-7250-5060 Overtime 8,006 3,000 7,391 3,000 9,000
01-7250-5150 Utilities 15,130 15,140 13,092 14,000 16,000 01-7250-5450 Vehicle Maintenance/Operations 5,094 5,000 3,666 4,500 5,215 01-7250-5460 Facility Repair/Maintenance 34,024 50,000 34,558 29,553 53,000 01-7250-5500 Fuel 1,120 1,000 1,074 1,000 2,000
01-7250-5800 Special Department Supplies 24,340 15,000 18,627 15,000 20,000 01-7250-5850 Contract Services 8,639 9,870 8,910 18,203 15,000 01-7250-5900 Uniform 357 500 271 500 1,000
01-7250-5950 Lease Payment 13,000 - - 0 -
01-7250-6050 Retirement 10,970 4,537 12,907 6,588 11,078 01-7250-6060 Health & Life Insurance 21,766 31,222 19,590 14,092 26,473 01-7250-6070 F.I.C.A./Medicare 11,808 6,813 14,179 7,311 11,397 01-7250-6080 Workers Compensation 19,557 12,079 20,818 13,645 21,670 01-7250-6100 Disability Insurance 1,597 962 2,147 1,032 1,694 01-7250-6110 Property & General Liability 1,975 2,745 3,761 3,761 3,800 01-7250-6200 Principal 14,217 2,099 - - -
01-7250-6211 Interest 981 2,684 - - -
01-7250-6400 Taxes & Assessments 293 453 283 453 300
01-7250-6500 Capital Outlay 271,649 721,325 41,219 575,000 1,107,025 Total Expenditures 594,647 983,492 373,179 800,205 1,479,750 17 ADMINISTRATIVE SERVICES
Amended Budget for Fiscal Year 2022-23 – General Fund
• Salaries: Senior Center and Recreation Activities (5010) • Contract Services: AMOR Facility Rents (5850)
Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 Administrative Services
Senior Center & Recreation
01-8320-5010 Salaries 4,408 13,000 20,384 33,384 -
01-8320-5150 Utilities 1,438 1,600 - 0 -
01-8320-5200 Telephone 199 100 - 300 300
01-8320-5350 Office Supplies 140 300 - 300 300
01-8320-5460 Building Operations S/M - 120 - 0 -
01-8320-5850 Contract Services 270 220 - 0 13,300
01-8320-6050 Retirement 13 - - 0 2,494
01-8320-6070 F.I.C.A./Medicare 337 995 1,560 2,554 -
01-8320-6080 Workers Compensation 647 1,763 2,910 4,592 - 01-8320-6100 Disability Insurance 43 140 - 220 361
01-8320-6300 Travel/Meetings - - 100.00 - -
Expenditures 7,496 18,238 25,774 57,285 -
Human Resources
01-8321-5350 Office Supplies 579 300 195 400 400
01-8321-6250 Memberships/Dues - - - 125 400
01-8321-6300 Travel/Meetings 476 400 - 400 500
Expenditures 1,055 700 195 925 1,300
Total Expenditures 8,551 18,938 195 26,699 58,585
18 Enterprise Fund Budgets
1) Refuse Operation Fund
2) Sewer Operation Fund
3) Water Operation Fund
4) Gas Tax – Street Fund
5) Measure “C” – Street Fund
6) “LTF” – Street Fund
7) Mendota Community Facilities District Fund (CFD)
8) Aviation
9) “COPS”
10) Donation Fund
11) Landscape & Lighting Maintenance District
19 REFUSE OPERATION FUND
Amended Budget for Fiscal Year 2022-23
• Special Department Supplies: Cameras (5800)
Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 Revenues
13-3400-3410 Interest Income - - - - -
13-4400 Refuse Service 767,848 680,502 595,153 680,502 1,113,147 13-3592-3890 State Grant 6,667 5,000 5,000 5,000 5,000
13-4000-4650 Misc Income - - - - -
TOTAL REVENUES 774,515 685,502 600,153 685,502 1,118,147 Expenditures
13-7240-5010 Salaries, Regular 34,141 37,039 41,310 43,963 67,931 13-7240-5060 Overtime 1,156 500 546 500 500
13-7240-5374 State Grant 6,172 5,000 621 5,000 5,000
13-7240-5800 Special Department Supplies 194 500 130 500 9,250 13-7240-5840 Audit 1,038 1,230 732 1,230 800
13-7240-5850 Contract Services 673,569 605,509 524,870 605,509 890,514 13-7240-6050 Retirement 2,015 2,713 3,114 3,001 5,502
13-7240-6060 Health & Life Insurance 6,844 12,535 7,649 7,927 14,924 13-7240-6070 F.I.C.A./Medicare 2,632 2,864 3,227 3,402 5,212 13-7240-6080 Workers Compensation 5,172 5,078 5,332 6,348 9,472 13-7240-6100 Disability Insurance 353 404 489 480 736
Total Expenditures 733,285 673,372 588,020 677,860 1,009,841 20 SEWER OPERATION FUND
Amended Budget for Fiscal Year 2022-23
Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 Revenues
10-3400-3410 Interest Income 6,555 - - - -
10-3500-3600 Grant 477 3,333 30,000 4,078,699
10-3900-3903 Transfer 44,785 - - 388,800 200,000
10-4000-4650 Misc Revenue 9,613 - 500 - -
10-4300-4200 Sewer Service 1,501,323 1,344,445 1,191,553 1,387,108 1,590,553 10-4200-4300 Connection Fee 12,722 4,000 3,847 4,000 4,000 TOTAL REVENUES 1,575,475 1,348,445 1,199,233 1,809,908 5,873,252 Expenditures
10-7210-5010 Salaries, Regular 261,571 405,552 281,347 478,419 492,792 10-7210-5060 Overtime 21,792 15,000 14,588 15,000 16,000 10-7210-5150 Utilities 134,851 116,668 28,225 65,000 34,000 10-7210-5200 Telephone 12,062 11,000 8,914 11,000 11,000 10-7210-5300 Advertising & Publication 2,011 2,000 1,060 1,500 1,500 10-7210-5350 Office Supplies 4,684 5,000 4,296 5,000 6,000 10-7210-5360 Postage 7,739 8,000 8,172 8,000 9,000
10-7210-5400 Lab Analysis 5,144 5,000 8,026 5,500 9,000 10-7210-5410 Chemicals 7,042 7,000 3,381 7,000 7,000
10-7210-5450 Vehicle Maintenance/Operations 12,110 13,000 7,409 6,000 10,717 10-7210-5460 Facility Repair / Maint. 78,536 180,000 65,131 188,000 194,750 10-7210-5500 Fuel 26,079 24,000 35,893 24,000 37,000
10-7210-5600 Office Equipment Maintenance 6,022 3,600 6,432 5,500 7,000 10-7210-5800 Special Department Supplies 14,838 25,000 15,813 16,000 17,666 10-7210-5820 Legal Services 37,436 31,372 24,224 31,372 31,372 10-7210-5821 Engineering Services 19,018 15,000 12,000 15,000 15,000 10-7210-5840 Audit 20,979 20,000 26,379 20,000 27,000
10-7210-5850 Contract Services 97,600 85,000 109,483 101,333 121,333 10-7210-5900 Uniform 3,975 3,700 3,822 4,500 5,000
10-7210-5950 Lease Payment 5,377 81,000 128,069 247,229 129,229 10-7210-6050 Retirement 15,752 28,636 19,393 36,729 39,349 10-7210-6060 Health & Life Insurance 68,578 81,188 50,518 85,600 102,082 10-7210-6070 F.I.C.A./Medicare 21,396 32,172 21,511 37,747 38,717 10-7210-6080 Workers Compensation 39,682 57,038 36,063 70,449 69,715 10-7210-6090 Unemployment Insurance 2,806 4,000 594 3,000 3,000 10-7210-6100 Disability Insurance 2,859 4,542 3,172 5,329 5,466 21 • Facility Repair/Maintenance: Base Rock for access roads to WWTP ($50,000.00); Cameras (5460) • Lease Payment: Signature Payment for Engie Project (5950) • Capital Outlay: Urban Flood Protection Grant Project ($4,078,699); (1) Truck; Purple Pipe Project ($200,000); Backwash Project ($200,000) (6500)
LONG-TERM LIABILITIES – SEWER
10-7210-6110 P & GL Insurance 2,363 3,567 4,325 4,330 4,330 10-7210-6200 Bond / Principle 227,956 180,000 75,701 191,081 55,000 10-7210-6210 Bond / Interest 30,007 198,853 2,041 187,969 132,326 10-7210-6211 Interest Expense - 83,207 - - -
10-7210-6250 Memberships & Dues 16,212 12,500 15,534 12,500 17,000 10-7210-6300 Meetings/Travel/Training 1,129 1,100 - 2,500 3,666 10-7210-6400 Taxes & Assessment 751 900 801 850 850
10-7210-6500 Capital Outlay 338,350 90,995 791,739 345,800 4,518,699 Total Expenditures 1,546,707 1,835,590 1,814,056 2,239,237 6,172,559 FUND BALANCE: 424,411 - 531,377 429,330 299,307
Principal Interest
Wastewater Bonds 2021 55,000.00 $ $ 132,325.74 $ 187,325.74 22 WATER OPERATION FUND
Amended Budget for Fiscal Year 2022-23
Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 02-3400-3410 Interest Income 8,159 50 - 50 50
02-3500-3600 Grant 1,790,820 200,000 46,377 230,000 730,000 02-3900-3903 Transfer (ARPA) 6,020,331 - 1,136,605 2,458,111 1,230,000 02-4000-4650 Misc Income 146,130 1,500 52,736 1,500 1,500 02-4200-4201 Water Service 2,059,815 1,939,572 1,703,268 1,960,553 2,081,268 02-4200-4213 Repair Charge 3,198 2,500 4,393 2,500 2,500 02-4200-4300 Connection Fee 32,198 6,000 71,792 6,000 6,000 02-4200-4330 Penalty/Shut-Off 80,187 30,000 6,047 200 200 TOTAL REVENUES 4,120,508 8,199,953 3,021,217 4,658,914 4,051,518 02-7220-5010 Salaries, Regular 369,865 437,829 341,791 526,130 504,688 02-7220-5060 Overtime 22,600 23,000 17,134 23,000 23,000 02-7220-5150 Utilities 403,457 345,886 287,865 345,886 345,886 02-7220-5200 Telephone 18,761 18,000 15,538 18,000 18,000 02-7220-5300 Advertising & Publication 2,007 2,400 1,060 1,200 1,200 02-7220-5350 Office Supplies 4,620 5,224 4,291 5,224 5,224 02-7220-5360 Postage 7,531 7,200 6,333 6,200 6,400
02-7220-5400 Lab Analysis 19,415 17,397 14,939 17,397 17,397 02-7220-5410 Chemicals 34,333 30,000 28,872 30,000 30,000 02-7220-5450 Vehicle Maintenance/Operations 11,604 9,000 5,407 9,000 11,717 02-7220-5460 Facility Repair / Maint. 32,551 85,000 106,696 234,500 206,250 02-7220-5500 Fuel 26,766 27,000 36,635 27,000 27,000
02-7220-5600 Office Equipment Maintenance 5,936 3,600 6,432 4,600 4,600 02-7220-5800 Special Department Supplies 44,883 73,000 33,147 50,000 51,867 02-7220-5820 Legal Services 35,857 31,309 25,699 31,309 31,309 02-7220-5821 Engineering Services 18,000 16,200 12,000 16,200 16,200 02-7220-5840 Audit 22,642 23,766 27,112 23,766 23,766
02-7220-5850 Contract Services 81,516 77,640 84,195 85,974 85,974 02-7220-5900 Uniform 3,961 3,507 5,400 4,940 5,740
02-7220-5950 Lease Payment 160,683 213,939 212,094 300,694 300,694 02-7220-6050 Retirement 20,259 31,367 23,944 40,027 39,154 02-7220-6060 Health & Life Insurance 92,483 78,690 63,319 92,819 98,963 02-7220-6070 F.I.C.A./Medicare 30,233 35,253 26,535 42,008 40,217 02-7220-6080 Workers Compensation 55,801 62,501 43,713 78,403 72,411 02-7220-6090 Unemployment Insurance 2,806 4,000 594 3,000 3,000 02-7220-6100 Disability Insurance 4,024 4,977 3,934 5,931 5,678 23 • Facility Maintenance: Council Chambers Audio; Public Works Heater; Software Update ($63,500); Cameras (5460) • Capital Outlay: Backwash Project ($200,000.00); (1) Truck; Water Storage Project (ARPA-$1,000,000); Drinking Water – Pool Park ($80,000) Generator ($230,000) (6500)
LONG-TERM LIABILITIES – WATER
• USDA Water Improvement Loan debt service will terminate 2028. 02-7220-6110 P & GL Insurance 2,091 2,745 4,325 4,330 4,400 02-7220-6200 Bond / Principle 72,861 48,000 57,763 50,000 60,000 02-7220-6210 Bond / Interest 19,243 19,855 8,887 16,650 10,000 02-7220-6211 Interest Expense 48,314 - - - -
02-7220-6250 Memberships & Dues 19,243 21,000 27,167 21,000 28,000 02-7220-6300 Meetings/Travel/Training 897 1,000 444 1,900 3,167 02-7220-6400 Taxes & Assessment 216 250 236 245 245
02-7220-6500 Capital Outlay 327,208 260,995 41,657 725,000 1,550,000 02-7220-8004 Mowry Bridge - Pass-thru 6,020,331 - 1,136,605 1,958,111 - 02-7220-4660 Meter Project - 595,028 - 500,000 -
02-7220-5854 Online Fees 6,096 15,062 - 15,563 15,563
Total Expenditures 1,980,450 8,090,175 3,321,854 4,816,007 4,147,709 FUND BALANCE: 48,138 - 157,093 96,191
USDA Water Improvement Loan
Year Ended June 30 Principal Interest Totals
2023 52,000 14,355 66,355
2024 54,000 11,970 65,970
2025 57,000 66,473 9,473
2026-2028 122,000 12,285 134,285
Total 285,000 48,083 333,083
24 GAS TAX – STREET FUND
Amended Budget for Fiscal Year 2022-23
• Estimated Allocation for Fiscal Year 22/23
• Capital Outlay: Projects: 1) MJHS SRTS Project; 2) Citywide Safe Routes to School Master Plan; 3) Citywide Railroad Corridor Crossing Improvements; 4) 5th & Quince Street Rehabilitation; 5) Derrick & Oller Roundabout; 6) Rio Frio, Stamoules & Kate; Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 Revenues
07-3500-3527 State Allocation - 13,627 - 124,428 13,627 13,627 07-3500-3528 State Allocation - 2032 222,093 163,896 21,746 163,896 163,896 07-3500-3529 State Allocation - 2103 69,555 32,972 74,822 32,972 32,972 07-3500-3530 State Allocation - 2105 64,231 49,325 52,627 49,325 49,325 07-3500-3531 State Allocation - 2106 37,255 28,645 30,799 28,645 28,645 07-3500-3532 State Allocation - 2107 82,915 60,473 59,775 60,473 60,473 07-3500-3533 State Allocation - 2107.5 3,000 3,000 3,000 3,000 3,000 07-3400-3410 Interest Income 944 - - - -
07-3900-3903 Interfund Transfer - - 41,456 41,456
07-3500-3600 Grant 168,041 870,552 28,792 860,670 2,155,919 07-4000-4650 Misc Revenue - - 3,888 - 0
Total Revenues 661,662 1,208,863 399,878 1,254,064 2,549,313 Expenditures
07-7190-5010 Salaries, Regular 11,079 16,445 17,022 24,879 33,096 07-7190-5060 Overtime 91 500 997 500 500
07-7190-5150 Utilities- Street Lights 85,077 71,000 90,084 71,000 71,000 07-7190-5450 Vehicle Maintenance / Operations 803 500 794 500 3,717 07-7190-5470 Street Repair / Maintenance 11,883 35,000 7,211 25,000 25,000 07-7190-5800 Special Department Supplies 4,531 2,000 4,995 2,000 10,000 07-7190-5821 Engineering Services - 1,000 - 1,000 1,000 07-7190-5840 Audit Fees 1,785 1,850 2,198 1,850 1,900
07-7190-6050 Retirement 766 1,272 1,104 1,985 2,064
07-7190-6060 Health & Life Insurance 1,209 4,334 2,236 3,097 6,710 07-7190-6070 F.I.C.A./Medicare 798 1,297 1,171 1,942 2,548 07-7190-6080 Workers Compensation 1,708 2,298 2,169 3,624 4,680 07-7190-6100 Disability Insurance 104 183 163 274 360
07-7190-6500 Capital Outlay 200,009 961,068 438,492 1,191,085 3,046,902 Total Expenditures 319,843 1,098,747 568,635 - 3,209,476 1,328,736 FUND BALANCE: 197,552 74,672 74,672 660,164
25 MEASURE “C” STREET FUND
Amended Budget for Fiscal Year 2022-23
• Estimated Allocation for Fiscal Year 22/23
• Capital Outlay: Projects: 1) MJHS SRTS Project; 2) Citywide Safe Routes to School Master Plan; 3) Citywide Railroad Corridor Crossing Improvements; 4) 5th & Quince Street Rehabilitation; 5) Derrick & Oller Roundabout; 6) Rio Frio, Stamoules & Kate; Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 Revenues
14-3100-3175 County Allocation 160,945 166,208 154,010 152,587 152,587 14-3100-3180 County Allocation (ADA) 5,338 5,817 5,197 5,341 5,341 14-3100-3190 County Allocation (Flexible) 193,586 197,530 182,987 180,593 180,593 14-3400-3410 Interest Income 474 - - - -
14-3500-3600 Grant 129,152 701,105 20,223 356,881 796,753 14-3900-3903 Interfund Transfer - - - 35,382 35,382
Total Revenues 489,496 1,070,660 362,416 730,784 1,170,656 Expenditures
14-7190-5010 Salaries, Regular 106,309 135,980 85,608 132,058 136,298 14-7190-5060 Overtime 896 1,000 215 500 500
14-7190-5420 Street ADA Projects - - - - -
14-7190-5450 Vehicle Maintenance/Operations 11,114 8,000 28,252 7,000 10,717 14-7190-5470 Street Repair / Maint. 14,143 40,000 6,875 23,000 23,000 14-7190-5480 Sidewalk / Curb / Gutter-Maint. 1,000 - 1,000 - 1,000 14-7190-5800 Special Department Supplies 7,859 8,000 9,839 7,900 12,000 14-7190-5840 Audit 2,418 2,500 2,933 2,500 2,500
14-7190-5850 Contract Services 27,051 35,000 17,106 35,000 35,000 14-7190-6050 Retirement 7,799 9,381 6,160 10,446 10,291 14-7190-6060 Health & Life Insurance 26,883 34,358 16,768 32,504 38,199 14-7190-6070 F.I.C.A./Medicare 8,420 10,479 6,478 10,179 10,488 14-7190-6080 Workers Compensation 15,842 18,578 10,778 18,998 18,958 14-7190-6100 Disability Insurance 1,123 1,479 969 1,437 1,481 14-7190-6500 Capital Outlay 165,664 805,089 286,948 790,194 1,126,029 Total Expenditures 395,522 1,110,844 478,928 1,072,716 1,426,460 FUND BALANCE: 40,184 341,932 341,932 255,805
26 “LTF” STREET FUND
Amended Budget for Fiscal Year 2022-23
• Estimated Allocation for Fiscal Year 22/23
• Capital Outlay: Projects: 1) MJHS SRTS Project; 2) Citywide Safe Routes to School Master Plan; 3) Citywide Railroad Corridor Crossing Improvements; 4) 5th & Quince Street Rehabilitation; 5) Derrick & Oller Roundabout; 6) Rio Frio, Stamoules & Kate; Approved FY 21/22 Approved Amended Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 Revenues
12-3100-3160 Article III 9,171 9,275 10,403 10,403 10,403 12-3100-3170 Article VIII 364,983 418,807 483,085 469,724 469,724 12-3100-3410 Interest Income 905 100 - 100 100
12-3500-3600 Grant 170,547 653,797 19,458 621,618 1,734,109 12-3900-3903 Interfund Transfer - - - - -
12-4000-4650 Other Revenue 1,343 - - - -
Total Revenues 546,950 1,081,979 512,946 1,101,845 2,214,336 Expenditures
12-7190-5010 Salaries, Regular 96,094 81,551 87,603 89,442 91,248 12-7190-5060 Overtime 1,337 1,000 1,487 2,000 2,000
12-7190-5440 Street Painting - - - - -
12-7190-5450 Veh. Maint/Operations 7,953 7,000 7,596 7,000 9,717 12-7190-5470 Street Repair 27,348 - 8,974 35,000 35,000 12-7190-5480 Sidewalk / Curb - - - - -
12-7190-5500 Fuel 6,574 5,000 10,007 5,000 10,000
12-7190-5800 Special Department Supplies 13,613 10,000 10,439 12,000 17,000 12-7190-5821 Engineering Services 433 - - - -
12-7190-5840 Audit Fees 1,995 1,851 2,198 1,851 1,900
12-7190-5850 Contract Services 2,776 5,000 809 5,000 5,000 12-7190-6050 Retirement 7,037 5,844 6,600 6,882 6,620
12-7190-6060 Health & life Insurance 22,676 14,912 19,985 14,375 21,104 12-7190-6070 F.I.C.A./Medicare 7,517 6,315 7,232 6,584 7,001 12-7190-6080 Workers Compensation 14,121 11,196 11,363 12,913 12,688 12-7190-6100 Disability Insurance 1,004 892 1,086 977 988 12-7190-6500 Capital Outlay 202,811 752,998 278,362 754,404 2,450,769 Total Expenditures 413,289 903,559 453,739 953,428 2,671,035 FUND BALANCE: - - 456,699
27 MENDOTA CFD FUND
Amended Budget for Fiscal Year 2022-23
Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 Revenues
61-3000-3015 Mendota CFD / 2006 - 01 420,548 415,000 260,020 420,000 486,847 61-3400-3410 Interest Income 98 50 - 50 50
61-3500-3600 Grant - 14,987 - - -
Total Revenues 420,645 430,037 260,020 420,050 486,897
Expenditures
61-6150-5010 Salaries, Regular 237,279 278,328 163,031 278,453 337,170 61-6150-5060 Overtime 10,006 8,000 7,515 8,000 8,000
61-6150-5850 Contract Services 18,145 44,466 13,167 25,000 20,000 61-6150-6050 Retirement 1,862 12,319 246 13,949 15,121
61-6150-6060 Health & life Insurance 50,993 50,819 16,550 73,349 43,935 61-6150-6070 F.I.C.A./Medicare 19,705 21,904 13,359 20,585 26,177 61-6150-6080 Workers Compensation 36,013 38,834 21,353 38,419 47,167 61-6150-6100 Disability Insurance 2,654 3,092 2,024 2,906 3,696 Total Expenditures 376,658 457,762 237,246 460,661 501,266 FUND BALANCE: 27,725 40,611 40,611 14,369
28 AVIATION
Amended Budget for Fiscal Year 2022-23
Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 Revenues
05-3500-3600 State Allocation 7,002 10,000 10,000 10,000 10,000 05-3400-3410 Interest Income - - - - -
05-4000-4650 Misc. Revenue 2,672 - - - -
Total Revenues 9,673 10,000 10,000 10,000 10,000
Expenditures
05-7230-5010 Salaries, Regular 1,773 1,969 2,848 2,233 2,279 05-7230-5060 Overtime 75 - 22 100 -
05-7230-5150 Utilities 198 217 116 200 200
05-7230-5460 Facility Repair/Maintenance 1,268 1,900 1,770 1,354 757 05-7230-5850 Contract Services 932 - - - -
05-7230-6050 Retirement 141 152 217 178 181
05-7230-6060 Health & Life Insurance 258 388 414 388 387 05-7230-6070 F.I.C.A./Medicare 143 151 223 170 174
05-7230-6080 Workers Compensation 269 267 369 319 414
05-7230-6100 Disability Compensation 20 21 33 24 25
05-7230-6150 Airport Insurance 4,335 4,600 5,248 4,699 5,248 05-7230-6400 Taxes & Assesments 327 335 330 335 335
05-7230-6500 Capital Outlay - - - - -
Total Expenditures 5,352 10,000 11,591 10,000 10,000
29 “COPS”
Amended Budget for Fiscal Year 2022-23
Approved FY 21/22 Approved Amended
Average Budget Actual as of Budget Budget
Fund Description Past 3 Years FY 20/21 Apr-22 FY 21/22 FY 22/23 Revenues
23-3500-3560 COPS 153,807 100,000 131,285 100,000 100,000 23-3400-3410 Interest Income 115 10 - 10 10
Total Revenues 153,922 100,010 131,285 100,010 100,010
Expenditures
23-6150-5010 Salaries, Regular 79,058 79,055 42,141 102,479 129,488 23-6150-5060 Overtime 13,673 15,000 1,541 15,000 2,000
23-6150-6050 Retirement 2,101 3,953 - 3,576 6,059
23-6150-6060 Health & life Insurance 18,292 17,755 2,169 28,146 29,417 23-6150-6070 F.I.C.A./Medicare 7,275 7,195 3,417 5,002 10,825 23-6150-6080 Workers Compensation 12,037 12,756 5,527 9,420 19,545 23-6150-6100 Disability Insurance 957 1,016 500 706 1,528 Total Expenditures 133,392 136,730 55,296 164,329 198,862 FUND BALANCE: 36,720 64,319 98,852
30 DONATION FUND
Amended Budget for Fiscal Year 2022-23
• National Night Out Event
• K-9 Program
Amended
Budget
Fund Description FY 22/23
Donation Fund
24 (Fund Balance) Donation Fund Balance 10,619
Total Revenues 10,619
Expenditures
24-5090-5800 Special Department Supplies 10,619
Total Expenditures 10,619
31 LANDSCAPE & LIGHTING MAINTENANCE DISTRICT FUND
Amended Budget for Fiscal Year 2022-23
FY 21/22 Approved Amended
Actual as of Budget Budget
Fund Description Apr-22 FY 21/22 FY 22/23
Revenues
78-3000-3015 L&LMD 10,998 21,638 21,638
Expenditures
78-7250-5010 Salaries 1,913 13,711 12,507
78-7250-5060 Overtime - 100 200
78-7250-5150 Utilities - 500 500
78-7250-5460 Facility Repair/Maintenance 1,549 1,950 2,000 78-7250-5800 Special Department Supplies - 200 500
78-7250-5850 Contract Services 766 1,000 400
78-7250-6050 Retirement 145 832 660
78-7250-6060 Health & Life Insurance 590 2,191 -
78-7250-6070 F.I.C.A./Medicare 153 1,056 965
78-7250-6080 Workers Compensation 213 431 552
78-7250-6100 Disability Insurance 24 149 136
78-7250-6110 Property & General Liability - 400 400
78-7250-6400 Taxes & Assessments - 25 40
Total Expenditures 5,352 20,354 21,051
32 CITY OF MENDOTA
Organizational Chart
33 CITY OF MENDOTA
Payroll Allocation Summary
City Manager Finance Director
General Fund 30% General 25%
Water 25% Water 23%
Sewer 25% Sewer 22%
Gas Tax 5% Refuse 10%
Measure C 5% Measure C 10%
LTF 5% LTF 10%
Refuse 5%
Finance Administrative Supervisor
City Clerk/Events Coordinator Water 40%
General Fund 40% Sewer 40%
Water 30% Refuse 20%
Sewer 30%
Administrative Assistant (2)
Director of Administrative Services/ Water 40%
Assistant City Manager Sewer 40%
General 40% Refuse 20%
Water 30%
Sewer 30% Administrative Assistant (1)
Water 35%
Deputy City Clerk/Recreation Coordinator Sewer 35%
General Fund 40% Refuse 20%
Water 30% General 10%
Sewer 30%
Public Utilities Water/Wastewater Operator (1)
Public Utilities Chief Plant Operator Sewer 100%
Water 50%
Sewer 50% Public Utilities Maintenance Worker (1)
Water 50%
Public Utilities Water/Wastewater Opr I (2) Sewer 50%
Water 50%
Sewer 50%
Public Utilities Maintenance Worker III (1)
Water 60%
Sewer 40%
34 Public Works Superintendent (1) Public Works Foreman General 10% General 10%
Water 20% Water 50%
Sewer 10% Sewer 30%
Measure C 30% Measure C 5%
LTF 30% LTF 5%
Public Works Maintenance Worker (1) Public Works Maintenance Worker (2) General 25% Water 50%
Water 10% Sewer 30%
Airport 5% Measure C 10%
Sewer 10% LTF 10%
Gas Tax 15%
Measure C 15% Public Works Maintenance Worker (3)
LTF 20% General 14%
Water 33%
Public Works Maintenance Worker I (1) Sewer 33%
General 90% Measure C 10%
L&LMD 10% LTF 10%
Public Works Maintenance Worker III (1) Public Works Maintenance Worker (1) General 80% General 10%
Water 5% Water 20%
Sewer 5% Sewer 10%
L&LM 10% Measure C 20%
LTF 20%
Public Works Maintenance Worker (3) Gas Tax 20%
General 25%
Water 25% Public Works Maintenance Worker (1)
Sewer 25% Water 10%
LTF 10% Sewer 10%
Measure C 10% Measure C 10%
Gas Tax 5% LTF 10%
Refuse 10%
Public Works Maintenance Worker (1) General 30%
Measure C 100% L&LMD 10%
Gas Tax 10%
35 Police Chief Police Officer (1)
General 100% General 100%
Police Lieutenant (1) Police Records Manager (1)
General 28% General 100%
CFD 58%
COPS 14% Police Administrative Assistant (1)
General 100%
Police Sergeant (1)
COPS 75% Police Officer R124 (4)
CFD 25% General 100%
Police Sergeant (1) Police Officer (1)
General 55% CFD 100%
CFD 45%
Police Officer (1)
Police Sergeant (1) General 40%
COPS 50% CFD 60%
CFD 50%
Community Service Officer (2)
Police Sergeant (1) General 60%
General 38% Water 20%
CFD 45% Refuse 20%
COPS 17%
Police Officer (1)
Reserve Officers (5) COPS 50%
General 100% CFD 50%
Police Officer (2) Community Service Officer (2)
General 50% General 100%
COPS 50%
Police Officer-SRO (3)
Police Officer General 100%
General 33
COPS 33
CFD 34
1 BEFORE THE CITY COUNCIL
OF THE

CITY OF MENDOTA, COUNTY OF FRESNO
A RESOLUTION OF THE CITY COUNCIL RESOLUTION NO. 23-27

OF THE CITY OF MENDOTA RATIFYING

AND EXTENDING THE PROCLAMATION

OF LOCAL EMERGENCY ISSUED BY THE

DIRECTOR OF EMERGENCY SERVICES
ON MARCH 9, 2023, TO ADDRESS RAIN

AND FLOODING THROUGHOUT THE CITY
WHEREAS, the City of Mendota (“City”) is empowered to protect the health and safety of its citizens; and
WHEREAS, Government Code section 8630 and Mendota Municipal Code section 2.44.060 empower the City Manager, serving as the City’s Director of Emergency Services, to proclaim the existence or threatened existence of a local emergency when the City is affected or likely to be affected by a public calamity and the City Council is not in session; and
WHEREAS, on March 9, 2023, the City’s Director of Emergency Services issued a Proclamation of Local Emergency (“Proclamation”), which included the following Recitals:

WHEREAS, the City’s Director of Emergency Services does hereby find that conditions of extreme peril to the safety of persons and property have arisen within the City—caused by flood, storm, torrential rain, and wind—which began on the 9th day of March, 2023, and
WHEREAS, these conditions are or are likely to be beyond the control of the services, personnel, equipment, and
facilities of the City; and
WHEREAS, the aforesaid conditions warrant and
necessitate the proclamation of the existence of a local emergency, and immediate action is necessary to mitigate potential public calamity; and
WHEREAS, the City Council is not in session and cannot
immediately be called into session.
(Proclamation, March 9, 2023, p. 1.)
WHEREAS, at its March 14, 2023, regular meeting, the City Council adopted Resolution No. 23-18, confirming, ratifying, and extending the March 9, 2023, 2 Proclamation of a Local Emergency until the earlier of: (1) issuance of a written determination by the City’s Director of Emergency Services that the conditions that gave rise to this local emergency no longer present a danger to the community; or (2) May 13, 2023; and
WHEREAS, the City Council agrees with the assessment of the weather and flooding conditions provided by the City’s Director of Emergency Services in the Proclamation; and
WHEREAS, to date, the City’s Director of Emergency Services has issued no written determination that the conditions that gave rise to this local emergency no longer present a danger to the community; and
WHEREAS, it is imperative that City staff are provided the necessary tools and authorizations to ensure the health and safety of community members within the City; and
WHEREAS, the aforesaid conditions warrant and require immediate action to mitigate potential public calamity as the rain and flooding issues continue throughout the City.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Mendota that the City Council hereby:

SECTION 1. Declares that the March 9, 2023, Proclamation of a Local Emergency is hereby confirmed, ratified, and extended until the earlier of:
(1) issuance of a written determination by the City Director of Emergency Services that the conditions that gave rise to this local emergency no longer present a danger to the
community; or
(2) sixty (60) days from the date of this Resolution.

SECTION 2. Directs City staff to carry out and enforce the provisions of the March 9, 2023, Proclamation of Local Emergency, this Resolution, and all provisions of state and local law applicable thereto.

______________________________
Victor Martinez, Mayor
3 ATTEST:

I, Celeste Cabrera-Garcia, City Clerk of the City of Mendota, do hereby certify that the foregoing resolution was duly adopted and passed by the City Council at a regular meeting of said Council, held at the Mendota City Hall on the 9th day of May, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Celeste Cabrera-Garcia, City Clerk
1 BEFORE THE CITY COUNCIL
OF THE

CITY OF MENDOTA, COUNTY OF FRESNO
A RESOLUTION OF THE CITY COUNCIL OF THE CITY RESOLUTION NO. 23-28

OF MENDOTA AUTHORIZING THE CITY OF MENDOTA

TO ENTER INTO THE SETTLEMENT AGREEMENTS
WITH TEVA PHARMACEUTICAL INDUSTRIES LTD.,

ALLERGAN FINANCE, LLC, ALLERGAN LIMITED,
WALGREEN CO., WALMART, INC., CVS HEALTH
CORPORATION, AND CVS PHARMACY, INC., AND

AGREEING TO THE PROPOSED SETTLEMENT

PROCEEDS ALLOCATION THROUGH CALIFORNIA
WHEREAS, the United States is facing an ongoing public health crisis of opioid abuse, addiction, overdose, and death. The State of California and California local governments spend billions of dollars each year to address the direct consequences of this crisis; and
WHEREAS, since 2017, state and local governments in California and around the United States have been pursuing litigation against certain manufacturers, distributors, and retailers of opioid pharmaceuticals (the “Opioid Defendants”) in an effort to hold the Opioid Defendants financially responsible for the impact on of the Opioid Epidemic on the City of Mendota (the “City”) and resources necessary to combat the opioid epidemic; and
WHEREAS, negotiations to settle claims against several of the Opioid Defendants, specifically McKesson Corporation, Cardinal Health, Inc., AmerisourceBergen Corporation, Johnson & Johnson, Janssen Pharmaceuticals, Inc., Ortho-McNeil-Janssen Pharmaceuticals, Inc., and Janssen Pharmaceuitca, Inc. (collectively, the “2021 Settling Defendants”) occurred over the course of several years; and
WHEREAS, the 2021 Settling Defendants reached a proposed nationwide settlement of all state and local government claims in 2021 as outlined in the Distributors Master Settlement Agreement and the J&J Master Settlement Agreement (the “2021 Settlement Agreements”); and
WHEREAS, the 2021 Settlement Agreements provided, among other things, for the payment of a certain sum to settling government entities in California including to the State of California and Participating Subdivisions upon occurrence of certain events as defined in the Settlement Agreements (“California Opioid Funds”); and WHEREAS, California local governments as well as the attorneys representing those local governments engaged in extensive discussions with the State Attorney General’s Office (“AGO”) as to how the California Opioid Funds will be allocated, which 2 resulted in the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds - Distributor Settlement and the Proposed California StateSubdivision Agreement Regarding Distribution and Use of Settlement Funds - Janssen Settlement (collectively the “2021 Allocation Agreements”); and WHEREAS, the 2021 Allocation Agreements allocated the California Opioid Funds as follows: 15% to a State Fund; 70% to local governments in an Abatement Accounts Fund; and 15% to litigating local governments in a Subdivision Fund; and WHEREAS, at its regular meeting on December 14, 2021, the City Council adopted Resolution No. 21-95, approving the 2021 Settlement Agreements and 2021 Allocation Agreements; and
WHEREAS, since that time, negotiations continued regarding the settlement of claims against several of the remaining Opioid Defendants, specifically, CVS HEALTH CORPORATION and CVS PHARMACY, INC., WALMART, INC., WALGREEN CO., ALLERGAN FINANCE, LLC (f/k/a ACTAVIS, INC., f/k/a WATSON PHARMACEUTICALS, INC.), ALLERGAN LIMITED (f/k/a ALLERGAN PLC, f/k/a ACTAVIS PLC), and TEVA PHARMACEUTICAL INDUSTRIES, LTD. (collectively, the “2023 Settling Defendants”) and all of their past and present direct and indirect parents and subsidiaries; and
WHEREAS, negotiations with the 2023 Settling Defendants have resulted in proposed nationwide settlements of state and local government claims to settle the Litigation (the “2023 Settlement Agreements”); and
WHEREAS, copies of the 2023 Settlement Agreements as well as summary of the main terms of the 2023 Settlement Agreements and the deadlines for submitting the Participation Agreements to the 2023 Settlement Agreements are accessible online at www.nationalopioidsettlement.com; and
WHEREAS, the 2023 Settlement Agreements provide the 2023 Settling Defendants will pay settlement funds pursuant to allocation provisions mirroring those approved by the City Council in Resolution No. 21-95 (15% to a State Fund; 70% to local governments in an Abatement Accounts Fund; and 15% to litigating local governments in a Subdivision Fund); and
WHEREAS, California’s share, and the City’s share, in turn, of these settlement funds are impacted by the timeliness of participating local subdivisions’ agreement to the terms of the 2023 Settlement Agreements; and
WHEREAS, the deadline for the City to agree and sign the Participation Agreements to the 2023 Settlement Agreements, which are attached hereto and incorporated herein by this reference, is 11:59 p.m., May 9, 2023. 3 NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Mendota hereby approves and authorizes the City Manager, or his designee, to settle and release the City’s claims against the 2023 Settling Defendants in exchange for the consideration set forth in the 2023 Settlement Agreements and Allocation Agreements, if any, including taking the following measures:

1. Executing the Participation Agreements regarding the 2023 Settlement Agreements in substantially the form attached hereto and described above.

2. Executing the Proposed California State-Subdivision Agreement(s) regarding the distribution and use of settlement funds in connection with the 2023 Settlement Agreements, if any.

3. Executing any and all documents reasonably required to effect the City Council’s approval of the 2023 Settlement Agreements and receipt of the settlement funds derived therefrom, if any.

BE IT FURTHER RESOLVED, that all actions taken by the City Council and other appropriate public officers and agents of the City with respect to the matters contemplated under this Resolution are hereby ratified, confirmed, and approved. ______________________________
Victor Martinez, Mayor
ATTEST:

I, Celeste Cabrera-Garcia, City Clerk of the City of Mendota, do hereby certify that the foregoing resolution was duly adopted and passed by the City Council at a regular meeting of said Council, held at the Mendota City Hall on the 9th day of May, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Celeste Cabrera-Garcia, City Clerk

EXHIBIT A
New National Opioids Settlements: Teva, Allergan, CVS, Walgreens, and Walmart Opioids Implementation Administrator
[email protected]
Mendota city, CA
Reference Number: CL-383050
TO LOCAL POLITICAL SUBDIVISIONS AND SPECIAL DISTRICTS:

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

Deadline: May 2, 2023
Five new proposed national opioid settlements (“New National Opioid Settlements”) have been reached with Teva, Allergan, CVS, Walgreens, and Walmart (“Settling Defendants”). This Participation Package is a follow-up communication to the Notice of National Opioid Settlements recently received electronically by your subdivision or special district (“subdivision”).

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

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

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

Based upon subdivision participation forms received on or before May 2nd, the subdivision participation rate will be used to determine whether participation for each deal is sufficient for the settlement to move forward and whether a state earns DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 its maximum potential payment under the settlement. If the settlement moves forward, your release will become effective. If a settlement does not move forward, that release will not become effective.

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

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

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

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

How to return signed forms:

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

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 (3) Manual Signature returned via electronic mail: If your subdivision is unable to return executed Participation Forms and Subdivision Agreements using DocuSign, signed Participation Forms and Subdivision Agreements may be returned via electronic mail to [email protected]. Please include the name, state, and reference ID of your subdivision in the body of the email and use the subject line Settlement Participation Forms – [Subdivision Name, Subdivision State] – [Reference ID]. Note that execution and return of both the Subdivision Agreement and the Participation Form are required for participation in the corresponding settlement.

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

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

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

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

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576

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: Mendota 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576

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

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

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

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

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

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

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

12. Nothing herein is intended to modify in any way the terms of the Allergan Settlement, to which the Governmental Entity hereby agrees. To the extent this Settlement Participation Form is interpreted differently from the Allergan Settlement in any respect, the Allergan Settlement controls.
2 DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 Exhibit K
Subdivision and Special District Settlement Participation Form Governmental Entity: Mendota 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.

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 Teva Settlement. 1 DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576

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:

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 Teva Settlement.

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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576

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: Mendota 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576

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

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

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

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

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

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

A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Governmental Entity hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Governmental Entities’ decision to participate in the CVS Settlement.
2 DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576

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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576

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: Mendota 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.

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 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576

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.

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 Walgreens Settlement. 2 DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576

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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576

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: Mendota 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.

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

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

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

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

5. The Governmental Entity agrees to use any monies it receives through the Walmart Settlement solely for the purposes provided therein.
1 DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576

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 Walmart Settlement.

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.

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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 3 The Settlement Fund payments to California,3 pursuant to the Allergan Settlement Agreement, shall be allocated as follows: 15% to the State Fund; 70% to the Abatement Accounts Fund; and 15% to the Subdivision Fund. For the avoidance of doubt, all funds allocated to California from the Settlement Fund shall be combined pursuant to this CA Allergan Allocation Agreement, and 15% of that total shall be allocated to the State of California (the “State of California Allocation”), 70% to the California Abatement Accounts Fund (“CA Abatement Accounts Fund”), and 15% to the California Subdivision Fund (“CA Subdivision Fund”).

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

B. CA Abatement Accounts Fund
i. Allocation of CA Abatement Accounts Funds
a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as adjusted to reflect only those cities and counties that are eligible, based on population or litigation status, to become a CA Participating Subdivision. The percentage from the CA Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in Appendix 1 in the column entitled abatement percentage (the “Local Allocation”). For the avoidance of doubt, CA Litigating Special Districts and California towns, cities, and counties with a population less than 10,000 are not eligible to receive an allocation of CA Abatement Accounts Funds.
b) A CA Participating Subdivision that is a county, or a city and county, will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision, and will receive payments as provided in the Allergan Settlement Agreement. c) A CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Allocation share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as: (a) the county is a CA Participating Subdivision, and (b) the city has not advised the Settlement Fund Administrator that it requests direct payment at least 60 days prior to a Payment Date. A Local Allocation share allocated to a city but paid to a county is not required to be spent exclusively for abatement activities in that city, but will become part of the county’s share of the CA Abatement Accounts Funds, which will be used in accordance with Section 4.B.ii (Use of
3 For purposes of clarity, use of the term “California” refers to the geographic territory of California and the state and its local governments therein. The term “State” or “State of California” refers to the State of California as a governmental unit.

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 7 contingency fees and costs from the Attorney Fee Fund or Cost Funds under the Teva Settlement Agreement and Allergan Settlement Agreement, and, if applicable, the CVS Settlement Agreement, Distributor Settlement Agreement, Janssen Settlement Agreement, Walgreens Settlement Agreement, and Walmart Settlement Agreement.

A Plaintiff Subdivision may separately agree to use its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(X), of the Allergan Settlement Agreement and the MDL Fees Order, so long as such contingency fees do not exceed a total contingency fee of 15% of the total gross recovery of the Plaintiff Subdivision pursuant to the Allergan Settlement, inclusive of contingency fees from the national Attorney Fee Fund and this State Back-Stop Agreement.

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

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

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

5. State and Subdivision Reporting
a) DHCS will prepare an annual written report regarding the State’s use of funds from the settlement until those funds are fully expended and for one year thereafter. These reports will be made publicly available on the DHCS web site.
b) Each CA Participating Subdivision that receives payments of funds from the settlement will prepare written reports at least annually regarding the use of those funds, until those funds are fully expended and for one year thereafter. These reports will also include a certification that all funds that the CA Participating Subdivision has received through the settlement have been used in compliance with the Allergan Settlement Agreement and this CA Allergan Allocation Agreement. The report will be in a form reasonably determined by DHCS. Prior to specifying the form of the report DHCS will confer with representatives of the Plaintiff Subdivisions.

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 9 The undersigned, Mendota 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
2 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0.0046030%
City Martinez Contra Costa 0.012% 0.0098593%
City Moraga Contra Costa 0.004% 0.0031007%
City Oakley Contra Costa 0.010% 0.0079416%
City Orinda Contra Costa 0.005% 0.0038157%
City Pinole Contra Costa 0.013% 0.0110909%
City Pittsburg Contra Costa 0.053% 0.0436369%
City Pleasant Hill Contra Costa 0.013% 0.0106309%
City Richmond Contra Costa 0.146% 0.1201444%
City San Pablo Contra Costa 0.018% 0.0148843%
City San Ramon Contra Costa 0.021% 0.0176459%
City Walnut Creek Contra Costa 0.026% 0.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0.1189608% County El Dorado County El Dorado 0.768% 0.939% 0.7980034% City Placerville El Dorado 0.015% 0.0127642%
City South Lake Tahoe El Dorado 0.081% 0.0665456%
County Fresno County Fresno 1.895% 2.318% 1.9693410%
City Clovis Fresno 0.065% 0.0536211%
City Coalinga Fresno 0.012% 0.0098554%
City Fresno Fresno 0.397% 0.3270605%
City Kerman Fresno 0.005% 0.0042534%
City Kingsburg Fresno 0.008% 0.0066167%
City Mendota Fresno 0.002% 0.0019387%
City Orange Cove Fresno 0.004% 0.0035607%
City Parlier Fresno 0.008% 0.0069755%
City Reedley Fresno 0.012% 0.0098804%
City Sanger Fresno 0.018% 0.0146135%
City Selma Fresno 0.015% 0.0127537%
County Glenn County Glenn 0.107% 0.131% 0.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1.0703185% DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
8 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Fountain Valley Orange 0.055% 0.0455980%
City Fullerton Orange 0.137% 0.168% 0.1425744%
City Garden Grove Orange 0.213% 0.1752482%
City Huntington Beach Orange 0.247% 0.302% 0.2568420%
City Irvine Orange 0.139% 0.170% 0.1442350%
City Laguna Beach Orange 0.047% 0.058% 0.0493043%
City Laguna Hills Orange 0.014% 0.0115457%
City Laguna Niguel Orange 0.001% 0.0007071%
City Laguna Woods Orange 0.001% 0.0006546%
City La Habra Orange 0.060% 0.073% 0.0621049%
City Lake Forest Orange 0.012% 0.0101249%
City La Palma Orange 0.012% 0.0095439%
City Los Alamitos Orange 0.008% 0.0069190%
City Mission Viejo Orange 0.014% 0.0117560%
City Newport Beach Orange 0.179% 0.1470134%
City Orange Orange 0.150% 0.1231320%
City Placentia Orange 0.029% 0.035% 0.0298912%
City Rancho Santa Margarita Orange 0.001% 0.0006296%
City San Clemente Orange 0.008% 0.010% 0.0086083%
City San Juan Capistrano Orange 0.008% 0.0065510%
City Santa Ana Orange 0.502% 0.614% 0.5213866%
City Seal Beach Orange 0.020% 0.0165891%
City Stanton Orange 0.035% 0.0291955%
City Tustin Orange 0.073% 0.0600341%
City Westminster Orange 0.104% 0.127% 0.1082721%
City Yorba Linda Orange 0.044% 0.0362223%
County Placer County Placer 1.045% 1.278% 1.0861002%
City Auburn Placer 0.017% 0.0141114%
City Lincoln Placer 0.031% 0.0255599%
City Rocklin Placer 0.076% 0.0625485%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
County San Mateo County San Mateo 1.074% 1.313% 1.1159599% City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa Barbara 1.132% 1.385% 1.1768968% City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa Clara 2.404% 2.941% 2.4987553% City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0.0103338%
City Los Gatos Santa Clara 0.013% 0.0103220%
City Milpitas Santa Clara 0.036% 0.0298120%
City Morgan Hill Santa Clara 0.015% 0.0124619%
City Mountain View Santa Clara 0.041% 0.0334608%
City Palo Alto Santa Clara 0.039% 0.0323080%
City San Jose Santa Clara 0.294% 0.360% 0.3054960%
City Santa Clara Santa Clara 0.067% 0.0549723%
City Saratoga Santa Clara 0.004% 0.0034161%
City Sunnyvale Santa Clara 0.053% 0.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0.8135396% City Capitola Santa Cruz 0.020% 0.0168191%
City Santa Cruz Santa Cruz 0.143% 0.1180348%
City Scotts Valley Santa Cruz 0.015% 0.0126525%
City Watsonville Santa Cruz 0.063% 0.0520136%
County Shasta County Shasta 1.095% 1.339% 1.1380191%
City Anderson Shasta 0.024% 0.0198896%
City Redding Shasta 0.284% 0.2334841%
City Shasta Lake Shasta 0.004% 0.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0.2373393% County Solano County Solano 0.760% 0.6260795%
City Benicia Solano 0.031% 0.0253903%
City Dixon Solano 0.016% 0.0130849%
City Fairfield Solano 0.109% 0.0897317%
City Suisun City Solano 0.021% 0.0176183%
City Vacaville Solano 0.119% 0.0976497%
City Vallejo Solano 0.167% 0.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1.2661290%
City Healdsburg Sonoma 0.032% 0.0266929%
City Petaluma Sonoma 0.081% 0.0667507%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County Stanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
County Sutter County Sutter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County Tehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County Trinity 0.082% 0.101% 0.0855476%
County Tulare County Tulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County Tuolumne 0.486% 0.594% 0.5047621% County Ventura County Ventura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Oxnard Ventura 0.156% 0.190% 0.1617338%
City Port Hueneme Ventura 0.021% 0.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0.0702181% City Santa Paula Ventura 0.014% 0.0119072%
City Simi Valley Ventura 0.065% 0.0533043%
City Thousand Oaks Ventura 0.022% 0.0179902%
County Yolo County Yolo 0.357% 0.437% 0.3713319%
City Davis Yolo 0.055% 0.0451747%
City West Sacramento Yolo 0.066% 0.0544321%
City Woodland Yolo 0.058% 0.0477904%
County Yuba County Yuba 0.214% 0.262% 0.2225679%
City Marysville Yuba 0.014% 0.0112079%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 1 APPENDIX 2
Cost Reimbursement Procedure

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

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

2. Cost Reimbursement to Plaintiff Subdivision
a) Purpose. Substantial resources have been expended to hold Opioid Defendants accountable for creating and profiting from the opioid crisis, and this effort has been a significant catalyst in creating National Opioid Settlements with various manufacturers, distributors, and chain pharmacies.
b) Claims Procedure.

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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,2 pursuant 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 6 C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Teva Settlement Agreement and this CA Teva Allocation Agreement, to fund future Opioid Remediation and reimburse past opioidrelated expenses, which may include fees and expenses related to litigation, and to pay the reasonable fees and expenses of the Special Master as set forth in Appendix 2.

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

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

A Plaintiff Subdivision may separately agree to use its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(X), of the Teva Settlement Agreement and the MDL Fees Order, DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 7 so long as such contingency fees do not exceed a total contingency fee of 15% of the total gross recovery of the Plaintiff Subdivision pursuant to the Teva Settlement, inclusive of contingency fees from the national Attorney Fee Fund and this State Back-Stop Agreement. Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Teva Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

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

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

5. State and Subdivision Reporting
a) DHCS will prepare an annual written report regarding the State’s use of funds from the settlement until those funds are fully expended and for one year thereafter. These reports will be made publicly available on the DHCS web site.
b) Each CA Participating Subdivision that receives payments of funds from the settlement will prepare written reports at least annually regarding the use of those funds, until those funds are fully expended and for one year thereafter. These reports will also include a certification that all funds that the CA Participating Subdivision has received through the settlement have been used in compliance with the Teva Settlement Agreement and this CA Teva Allocation Agreement. The report will be in a form reasonably determined by DHCS. Prior to specifying the form of the report DHCS will confer with representatives of the Plaintiff Subdivisions.
c) The State and all CA Participating Subdivisions receiving CA Abatement Accounts Funds will track all deposits and expenditures. Each such subdivision is responsible solely for the CA Abatement Accounts Funds it receives. A county is not responsible for oversight, reporting, or monitoring of CA Abatement Accounts Funds received by a city within that county that receives direct payment. Unless otherwise exempt, Subdivisions’ expenditures and uses of CA Abatement Accounts Funds and other Settlement Funds will be subject to the normal budgetary and expenditure process of the Subdivision.

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 9 The undersigned, Mendota 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Teva Settlement, whereas the percentages shown in the Abatement Percentage column should not change.

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

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

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
3 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0.0447660%
City Eureka Humboldt 0.117% 0.143% 0.1216284%
City Fortuna Humboldt 0.032% 0.0266837%
County Imperial County Imperial 0.258% 0.315% 0.2679006% City Brawley Imperial 0.011% 0.0087986%
City Calexico Imperial 0.019% 0.0152799%
City El Centro Imperial 0.158% 0.1302522%
City Imperial Imperial 0.006% 0.0048791%
County Inyo County Inyo 0.073% 0.089% 0.0754413%
County Kern County Kern 2.517% 3.079% 2.6159145%
City Arvin Kern 0.006% 0.0046425%
City Bakersfield Kern 0.212% 0.1747198%
City California City Kern 0.009% 0.0070820%
City Delano Kern 0.030% 0.0249316%
City McFarland Kern 0.003% 0.0025644%
City Ridgecrest Kern 0.015% 0.0120938%
City Shafter Kern 0.013% 0.0103417%
City Tehachapi Kern 0.009% 0.0073580%
City Wasco Kern 0.008% 0.0069861%
County Kings County Kings 0.293% 0.2413469%
City Avenal Kings 0.007% 0.0056335%
City Corcoran Kings 0.013% 0.0107032%
City Hanford Kings 0.027% 0.0226038%
City Lemoore Kings 0.016% 0.0131900%
County Lake County Lake 0.795% 0.6545389%
City Clearlake Lake 0.041% 0.050% 0.0426253%
City Lakeport Lake 0.021% 0.026% 0.0222964%
County Lassen County Lassen 0.319% 0.391% 0.3320610%
City Susanville Lassen 0.027% 0.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 14.4437559% DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Agoura Hills Los Angeles 0.005% 0.0040024%
City Alhambra Los Angeles 0.042% 0.0343309%
City Arcadia Los Angeles 0.033% 0.0267718%
City Artesia Los Angeles 0.001% 0.0005100%
City Azusa Los Angeles 0.026% 0.0210857%
City Baldwin Park Los Angeles 0.027% 0.0218520%
City Bell Los Angeles 0.008% 0.0068783%
City Bellflower Los Angeles 0.002% 0.0014485%
City Bell Gardens Los Angeles 0.014% 0.0114301%
City Beverly Hills Los Angeles 0.065% 0.0534897%
City Burbank Los Angeles 0.100% 0.0823132%
City Calabasas Los Angeles 0.006% 0.0048948%
City Carson Los Angeles 0.019% 0.0159805%
City Cerritos Los Angeles 0.005% 0.0039682%
City Claremont Los Angeles 0.010% 0.0082584%
City Commerce Los Angeles 0.000% 0.0002971%
City Compton Los Angeles 0.044% 0.0361882%
City Covina Los Angeles 0.028% 0.0229127%
City Cudahy Los Angeles 0.001% 0.0006020%
City Culver City Los Angeles 0.055% 0.0449894%
City Diamond Bar Los Angeles 0.001% 0.0006993%
City Downey Los Angeles 0.052% 0.0429994%
City Duarte Los Angeles 0.003% 0.0027261%
City El Monte Los Angeles 0.031% 0.038% 0.0318985%
City El Segundo Los Angeles 0.033% 0.0268020%
City Gardena Los Angeles 0.034% 0.0278088%
City Glendale Los Angeles 0.166% 0.1366586%
City Glendora Los Angeles 0.016% 0.0134411%
City Hawaiian Gardens Los Angeles 0.005% 0.0040549%
City Hawthorne Los Angeles 0.050% 0.0407833%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
County San Mateo County San Mateo 1.074% 1.313% 1.1159599% City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa Barbara 1.132% 1.385% 1.1768968% City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa Clara 2.404% 2.941% 2.4987553% City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0.0103338%
City Los Gatos Santa Clara 0.013% 0.0103220%
City Milpitas Santa Clara 0.036% 0.0298120%
City Morgan Hill Santa Clara 0.015% 0.0124619%
City Mountain View Santa Clara 0.041% 0.0334608%
City Palo Alto Santa Clara 0.039% 0.0323080%
City San Jose Santa Clara 0.294% 0.360% 0.3054960%
City Santa Clara Santa Clara 0.067% 0.0549723%
City Saratoga Santa Clara 0.004% 0.0034161%
City Sunnyvale Santa Clara 0.053% 0.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0.8135396% City Capitola Santa Cruz 0.020% 0.0168191%
City Santa Cruz Santa Cruz 0.143% 0.1180348%
City Scotts Valley Santa Cruz 0.015% 0.0126525%
City Watsonville Santa Cruz 0.063% 0.0520136%
County Shasta County Shasta 1.095% 1.339% 1.1380191%
City Anderson Shasta 0.024% 0.0198896%
City Redding Shasta 0.284% 0.2334841%
City Shasta Lake Shasta 0.004% 0.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0.2373393% County Solano County Solano 0.760% 0.6260795%
City Benicia Solano 0.031% 0.0253903%
City Dixon Solano 0.016% 0.0130849%
City Fairfield Solano 0.109% 0.0897317%
City Suisun City Solano 0.021% 0.0176183%
City Vacaville Solano 0.119% 0.0976497%
City Vallejo Solano 0.167% 0.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1.2661290%
City Healdsburg Sonoma 0.032% 0.0266929%
City Petaluma Sonoma 0.081% 0.0667507%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County Stanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
County Sutter County Sutter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County Tehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County Trinity 0.082% 0.101% 0.0855476%
County Tulare County Tulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County Tuolumne 0.486% 0.594% 0.5047621% County Ventura County Ventura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Oxnard Ventura 0.156% 0.190% 0.1617338%
City Port Hueneme Ventura 0.021% 0.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0.0702181% City Santa Paula Ventura 0.014% 0.0119072%
City Simi Valley Ventura 0.065% 0.0533043%
City Thousand Oaks Ventura 0.022% 0.0179902%
County Yolo County Yolo 0.357% 0.437% 0.3713319%
City Davis Yolo 0.055% 0.0451747%
City West Sacramento Yolo 0.066% 0.0544321%
City Woodland Yolo 0.058% 0.0477904%
County Yuba County Yuba 0.214% 0.262% 0.2225679%
City Marysville Yuba 0.014% 0.0112079%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 1 APPENDIX 2
Cost Reimbursement Procedure

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

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

2. Cost Reimbursement to Plaintiff Subdivision
a) Purpose. Substantial resources have been expended to hold Opioid Defendants accountable for creating and profiting from the opioid crisis, and this effort has been a significant catalyst in creating National Opioid Settlements with various manufacturers, distributors, and chain pharmacies.
b) Claims Procedure.

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 3 vi. The Special Master will prepare a report of Costs that includes his or her fees and expenses at least ninety (90) days before the Payment Date for each Annual Payment. The Special Master’s preparation of a report of Costs does not discharge a Plaintiff Subdivision’s reporting requirement under Section VIII.C of the Teva Settlement Agreement.
vii. A member of the Plaintiff Subdivision Committee, which is a CA Participating Subdivision, will submit to the Settlement Fund Administrator and Teva a report of the fees and expenses incurred by the Special Master pursuant to Section VIII.C of the Teva Settlement Agreement.
c) Claims Priority and Limitation.
i. The Special Master will submit invoices for compensation of reasonable fees and expenses to the Plaintiff Subdivision Committee no later than ninety (90) days prior to the Payment Date for each Annual Payment. The Plaintiff Subdivision Committee will promptly review and, if reasonable, approve the Special Master’s invoice for compensation. The Plaintiff Subdivision Committee will submit approved invoices to the Settlement Fund Administrator for payment. The Special Master’s approved invoices have priority and will be paid first from the CA Subdivision Fund before any award of Costs, subject to the limitation in Section

2.c.v below.
ii. Final Awards of Costs that do not exceed seventy-five thousand dollars ($75,000.00) will be paid next in priority after the Special Master’s approved invoices.
iii. Final Awards of Costs in excess of seventy-five thousand dollars ($75,000.00) will be paid proportionally from the funds remaining in that year’s Annual Payment. iv. Any claim for Costs that is not paid in full will be allocated against the next year’s distribution from the CA Subdivision Fund, until all approved claims for Costs are paid in full.
v. In no event will more than 50% of the total CA Subdivision Fund received in any year be used to pay Costs or the Special Master’s approved invoices. vi. In no event shall more than $28 million of the total CA Subdivision Funds paid pursuant to the Teva Settlement Agreement, Allergan Settlement Agreement, Distributor Settlement Agreement, CVS Settlement Agreement, Janssen Settlement Agreement, Walgreens Settlement Agreement, and the Walmart Settlement Agreement be used to pay Costs.
d) Collateral Source Payments and Third-Party Settlement. i. In the event a Plaintiff Subdivision is awarded compensation, in whole or in part, by any source of funds created as a result of litigation against an Opioid Defendant for 4 its reasonable Costs, it will reduce its claim for Costs from the CA Subdivision Fund by that amount. If a Plaintiff Subdivision has already received a DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 1 APPENDIX 3

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

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

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

The Attorney General is executing this agreement solely because the definition of “State BackStop Agreement” in Exhibit R of the Teva Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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,1 pursuant 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 3 A. State of California Allocation
Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by the State for future Opioid Remediation.

B. CA Abatement Accounts Fund
i. Allocation of CA Abatement Accounts Funds
a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as adjusted to reflect only those cities and counties that are eligible, based on population or litigation status, to become a CA Participating Subdivision. The percentage from the CA Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in Appendix 1 in the column entitled abatement percentage (the “Local Allocation”). For the avoidance of doubt, CA Litigating Special Districts and California towns, cities, and counties with a population less than 10,000 are not eligible to receive an allocation of CA Abatement Accounts Funds.
b) A CA Participating Subdivision that is a county, or a city and county, will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision, and will receive payments as provided in the Walgreens Settlement Agreement. c) A CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Allocation share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as: (a) the county is a CA Participating Subdivision, and (b) the city has not advised the Settlement Fund Administrator that it requests direct payment at least 60 days prior to a Payment Date. A Local Allocation share allocated to a city but paid to a county is not required to be spent exclusively for abatement activities in that city, but will become part of the county’s share of the CA Abatement Accounts Funds, which will be used in accordance with Section 4.B.ii (Use of CA Abatement Accounts Funds) and reported on in accordance with Section 4.B.iii (CA Abatement Accounts Fund Oversight).
d) A city within a county that is a CA Participating Subdivision may opt in or out of direct payment at any time, and it may also elect direct payment of only a portion of its share, with the remainder going to the county, by providing notice to the Settlement Fund Administrator at least 60 days prior to a Payment Date. For purposes of this CA Walgreens Allocation Agreement, the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions.

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 6 C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Walgreens Settlement Agreement and this CA Walgreens Allocation Agreement, to fund future Opioid Remediation and reimburse past opioid-related expenses, which may include fees and expenses related to litigation, and to pay the reasonable fees and expenses of the Special Master as set forth in Appendix 2.

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

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

A Plaintiff Subdivision may separately agree to use its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(Y), of the Walgreens Settlement Agreement and the MDL Fees Order, so long as such contingency fees do not exceed a total contingency fee of 15% of the total gross recovery of the Plaintiff Subdivision pursuant to the Walgreens Settlement, inclusive of contingency fees from the national Attorney Fee Fund and this State Back-Stop Agreement.

Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Walgreens Settlement Agreement. Further, DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 7 private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

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

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

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

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 8 e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.

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

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 9 The undersigned, Mendota 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Walgreens Settlement, whereas the percentages shown in the Abatement Percentage column should not change. Participating Subdivisions, underlying calculations, and the calculated allocation percentages are subject to change.

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

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

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

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
1 of 15
100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2.4237952%
City Alameda Alameda 0.069% 0.0570162%
City Albany Alameda 0.013% 0.0107768%
City Berkeley Alameda 0.152% 0.1249656%
City Dublin Alameda 0.033% 0.040% 0.0338810%
City Emeryville Alameda 0.023% 0.0185765%
City Fremont Alameda 0.108% 0.0888576%
City Hayward Alameda 0.117% 0.0966218%
City Livermore Alameda 0.054% 0.0446740%
City Newark Alameda 0.026% 0.0217626%
City Oakland Alameda 0.486% 0.595% 0.5055601%
City Piedmont Alameda 0.014% 0.0114064%
City Pleasanton Alameda 0.067% 0.0554547%
City San Leandro Alameda 0.039% 0.0321267%
City Union City Alameda 0.043% 0.0352484%
County Amador County Amador 0.226% 0.277% 0.2349885%
County Butte County Butte 1.615% 1.975% 1.6783178%
City Chico Butte 0.216% 0.264% 0.2246499%
City Oroville Butte 0.079% 0.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0.2351644% County Colusa County Colusa 0.059% 0.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2.1844585% City Antioch Contra Costa 0.037% 0.0301879%
City Brentwood Contra Costa 0.026% 0.0215339%
City Clayton Contra Costa 0.002% 0.0018060%
City Concord Contra Costa 0.055% 0.0456676%
City Danville Contra Costa 0.010% 0.0082255%
City El Cerrito Contra Costa 0.023% 0.0189024%
City Hercules Contra Costa 0.010% 0.0078273%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
2 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0.0046030%
City Martinez Contra Costa 0.012% 0.0098593%
City Moraga Contra Costa 0.004% 0.0031007%
City Oakley Contra Costa 0.010% 0.0079416%
City Orinda Contra Costa 0.005% 0.0038157%
City Pinole Contra Costa 0.013% 0.0110909%
City Pittsburg Contra Costa 0.053% 0.0436369%
City Pleasant Hill Contra Costa 0.013% 0.0106309%
City Richmond Contra Costa 0.146% 0.1201444%
City San Pablo Contra Costa 0.018% 0.0148843%
City San Ramon Contra Costa 0.021% 0.0176459%
City Walnut Creek Contra Costa 0.026% 0.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0.1189608% County El Dorado County El Dorado 0.768% 0.939% 0.7980034% City Placerville El Dorado 0.015% 0.0127642%
City South Lake Tahoe El Dorado 0.081% 0.0665456%
County Fresno County Fresno 1.895% 2.318% 1.9693410%
City Clovis Fresno 0.065% 0.0536211%
City Coalinga Fresno 0.012% 0.0098554%
City Fresno Fresno 0.397% 0.3270605%
City Kerman Fresno 0.005% 0.0042534%
City Kingsburg Fresno 0.008% 0.0066167%
City Mendota Fresno 0.002% 0.0019387%
City Orange Cove Fresno 0.004% 0.0035607%
City Parlier Fresno 0.008% 0.0069755%
City Reedley Fresno 0.012% 0.0098804%
City Sanger Fresno 0.018% 0.0146135%
City Selma Fresno 0.015% 0.0127537%
County Glenn County Glenn 0.107% 0.131% 0.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1.0703185% DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
3 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0.0447660%
City Eureka Humboldt 0.117% 0.143% 0.1216284%
City Fortuna Humboldt 0.032% 0.0266837%
County Imperial County Imperial 0.258% 0.315% 0.2679006% City Brawley Imperial 0.011% 0.0087986%
City Calexico Imperial 0.019% 0.0152799%
City El Centro Imperial 0.158% 0.1302522%
City Imperial Imperial 0.006% 0.0048791%
County Inyo County Inyo 0.073% 0.089% 0.0754413%
County Kern County Kern 2.517% 3.079% 2.6159145%
City Arvin Kern 0.006% 0.0046425%
City Bakersfield Kern 0.212% 0.1747198%
City California City Kern 0.009% 0.0070820%
City Delano Kern 0.030% 0.0249316%
City McFarland Kern 0.003% 0.0025644%
City Ridgecrest Kern 0.015% 0.0120938%
City Shafter Kern 0.013% 0.0103417%
City Tehachapi Kern 0.009% 0.0073580%
City Wasco Kern 0.008% 0.0069861%
County Kings County Kings 0.293% 0.2413469%
City Avenal Kings 0.007% 0.0056335%
City Corcoran Kings 0.013% 0.0107032%
City Hanford Kings 0.027% 0.0226038%
City Lemoore Kings 0.016% 0.0131900%
County Lake County Lake 0.795% 0.6545389%
City Clearlake Lake 0.041% 0.050% 0.0426253%
City Lakeport Lake 0.021% 0.026% 0.0222964%
County Lassen County Lassen 0.319% 0.391% 0.3320610%
City Susanville Lassen 0.027% 0.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 14.4437559% DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
5 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Cañada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811%
City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
6 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City San Dimas Los Angeles 0.003% 0.0022016%
City San Fernando Los Angeles 0.013% 0.0104837%
City San Gabriel Los Angeles 0.018% 0.0147726%
City San Marino Los Angeles 0.009% 0.0073791%
City Santa Clarita Los Angeles 0.022% 0.0178167%
City Santa Fe Springs Los Angeles 0.031% 0.0257531%
City Santa Monica Los Angeles 0.158% 0.1298513%
City Sierra Madre Los Angeles 0.006% 0.0048646%
City Signal Hill Los Angeles 0.010% 0.0084884%
City South El Monte Los Angeles 0.005% 0.0039603%
City South Gate Los Angeles 0.020% 0.0166272%
City South Pasadena Los Angeles 0.012% 0.0095334%
City Temple City Los Angeles 0.005% 0.0039498%
City Torrance Los Angeles 0.112% 0.0919820%
City Walnut Los Angeles 0.006% 0.0047305%
City West Covina Los Angeles 0.049% 0.0404521%
City West Hollywood Los Angeles 0.013% 0.0108517%
City Whittier Los Angeles 0.032% 0.0260581%
County Madera County Madera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County Marin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County Mariposa 0.084% 0.103% 0.0876131% County Mendocino County Mendocino 0.439% 0.536% 0.4558394% City Ukiah Mendocino 0.039% 0.0317153%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
7 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Merced County Merced 0.551% 0.674% 0.5724262%
City Atwater Merced 0.024% 0.0195846%
City Livingston Merced 0.006% 0.0045873%
City Los Banos Merced 0.020% 0.0165142%
City Merced Merced 0.061% 0.0500762%
County Modoc County Modoc 0.065% 0.080% 0.0678250%
County Mono County Mono 0.023% 0.029% 0.0242606%
County Monterey County Monterey 0.908% 1.111% 0.9437083% City Greenfield Monterey 0.006% 0.0050552%
City King City Monterey 0.005% 0.0037355%
City Marina Monterey 0.017% 0.0144098%
City Monterey Monterey 0.041% 0.0336540%
City Pacific Grove Monterey 0.009% 0.0074842%
City Salinas Monterey 0.094% 0.0776576%
City Seaside Monterey 0.023% 0.0191772%
City Soledad Monterey 0.007% 0.0060870%
County Napa County Napa 0.288% 0.352% 0.2994325%
City American Canyon Napa 0.017% 0.0136869%
City Napa Napa 0.078% 0.0642783%
County Nevada County Nevada 0.441% 0.539% 0.4579827%
City Grass Valley Nevada 0.024% 0.0197805%
City Truckee Nevada 0.003% 0.0023843%
County Orange County Orange 4.364% 5.339% 4.5363576%
City Aliso Viejo Orange 0.014% 0.0113841%
City Anaheim Orange 0.554% 0.678% 0.5759282%
City Brea Orange 0.086% 0.0708897%
City Buena Park Orange 0.087% 0.0714352%
City Costa Mesa Orange 0.124% 0.152% 0.1288366%
City Cypress Orange 0.033% 0.0271937%
City Dana Point Orange 0.001% 0.0005560%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
9 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Roseville Placer 0.196% 0.1616559%
County Plumas County Plumas 0.205% 0.251% 0.2128729%
County Riverside County Riverside 4.534% 5.547% 4.7128296% City Banning Riverside 0.017% 0.0143848%
City Beaumont Riverside 0.021% 0.0171135%
City Blythe Riverside 0.012% 0.0096714%
City Canyon Lake Riverside 0.000% 0.0001761%
City Cathedral City Riverside 0.067% 0.0553614%
City Coachella Riverside 0.021% 0.0173054%
City Corona Riverside 0.147% 0.1207083%
City Desert Hot Springs Riverside 0.024% 0.0200433%
City Eastvale Riverside 0.000% 0.0002747%
City Hemet Riverside 0.051% 0.0421792%
City Indio Riverside 0.056% 0.0457794%
City Jurupa Valley Riverside 0.001% 0.0008991%
City Lake Elsinore Riverside 0.021% 0.0172949%
City La Quinta Riverside 0.063% 0.0516732%
City Menifee Riverside 0.032% 0.0260909%
City Moreno Valley Riverside 0.137% 0.1130348%
City Murrieta Riverside 0.048% 0.059% 0.0497423%
City Norco Riverside 0.016% 0.0134542%
City Palm Desert Riverside 0.083% 0.0682465%
City Palm Springs Riverside 0.076% 0.0629862%
City Perris Riverside 0.009% 0.0076774%
City Rancho Mirage Riverside 0.052% 0.0431098%
City Riverside Riverside 0.268% 0.2206279%
City San Jacinto Riverside 0.010% 0.0085936%
City Temecula Riverside 0.022% 0.0180086%
City Wildomar Riverside 0.008% 0.0062500%
County Sacramento County Sacramento 3.797% 4.645% 3.9465887% DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
County San Mateo County San Mateo 1.074% 1.313% 1.1159599% City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa Barbara 1.132% 1.385% 1.1768968% City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa Clara 2.404% 2.941% 2.4987553% City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0.0103338%
City Los Gatos Santa Clara 0.013% 0.0103220%
City Milpitas Santa Clara 0.036% 0.0298120%
City Morgan Hill Santa Clara 0.015% 0.0124619%
City Mountain View Santa Clara 0.041% 0.0334608%
City Palo Alto Santa Clara 0.039% 0.0323080%
City San Jose Santa Clara 0.294% 0.360% 0.3054960%
City Santa Clara Santa Clara 0.067% 0.0549723%
City Saratoga Santa Clara 0.004% 0.0034161%
City Sunnyvale Santa Clara 0.053% 0.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0.8135396% City Capitola Santa Cruz 0.020% 0.0168191%
City Santa Cruz Santa Cruz 0.143% 0.1180348%
City Scotts Valley Santa Cruz 0.015% 0.0126525%
City Watsonville Santa Cruz 0.063% 0.0520136%
County Shasta County Shasta 1.095% 1.339% 1.1380191%
City Anderson Shasta 0.024% 0.0198896%
City Redding Shasta 0.284% 0.2334841%
City Shasta Lake Shasta 0.004% 0.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0.2373393% County Solano County Solano 0.760% 0.6260795%
City Benicia Solano 0.031% 0.0253903%
City Dixon Solano 0.016% 0.0130849%
City Fairfield Solano 0.109% 0.0897317%
City Suisun City Solano 0.021% 0.0176183%
City Vacaville Solano 0.119% 0.0976497%
City Vallejo Solano 0.167% 0.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1.2661290%
City Healdsburg Sonoma 0.032% 0.0266929%
City Petaluma Sonoma 0.081% 0.0667507%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County Stanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
County Sutter County Sutter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County Tehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County Trinity 0.082% 0.101% 0.0855476%
County Tulare County Tulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County Tuolumne 0.486% 0.594% 0.5047621% County Ventura County Ventura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Oxnard Ventura 0.156% 0.190% 0.1617338%
City Port Hueneme Ventura 0.021% 0.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0.0702181% City Santa Paula Ventura 0.014% 0.0119072%
City Simi Valley Ventura 0.065% 0.0533043%
City Thousand Oaks Ventura 0.022% 0.0179902%
County Yolo County Yolo 0.357% 0.437% 0.3713319%
City Davis Yolo 0.055% 0.0451747%
City West Sacramento Yolo 0.066% 0.0544321%
City Woodland Yolo 0.058% 0.0477904%
County Yuba County Yuba 0.214% 0.262% 0.2225679%
City Marysville Yuba 0.014% 0.0112079%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 1 6
APPENDIX 2
Cost Reimbursement Procedure

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

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

2. Cost Reimbursement to Plaintiff Subdivision
a) Purpose. Substantial resources have been expended to hold Opioid Defendants accountable for creating and profiting from the opioid crisis, and this effort has been a significant catalyst in creating National Opioid Settlements with various manufacturers, distributors, and chain pharmacies.
b) Claims Procedure.
i. If a Plaintiff Subdivision is eligible to seek reimbursement of Costs, in whole or in part, from funds available under Section IX and Exhibit R of the Walgreens DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 1 8
reconsideration, to seek review in the Superior Court of California, pursuant to Code of Civil Procedure, section 1285, where the State has filed its Consent Judgment. vi. The Special Master will prepare a report of Costs that includes his or her fees and expenses at least ninety (90) days before the Payment Date for each Annual Payment. The Special Master’s preparation of a report of Costs does not discharge a Plaintiff Subdivision’s reporting requirement under Section V(B)(2) of the Walgreens Settlement Agreement.
vii. A member of the Plaintiff Subdivision Committee, which is a CA Participating Subdivision, will submit to the Settlement Fund Administrator and Walgreens a report of the fees and expenses incurred by the Special Master pursuant to Section V(B)(2) of the Walgreens Settlement Agreement.
c) Claims Priority and Limitation.
i. The Special Master will submit invoices for compensation of reasonable fees and expenses to the Plaintiff Subdivision Committee no later than ninety (90) days prior to the Payment Date for each Annual Payment. The Plaintiff Subdivision Committee will promptly review and, if reasonable, approve the Special Master’s invoice for compensation. The Plaintiff Subdivision Committee will submit approved invoices to the Settlement Fund Administrator for payment. The Special Master’s approved invoices have priority and will be paid first from the CA Subdivision Fund before any award of Costs, subject to the limitation in Section

2.c.v below.
ii. Final Awards of Costs that do not exceed seventy-five thousand dollars ($75,000.00) will be paid next in priority after the Special Master’s approved invoices.
iii. Final Awards of Costs in excess of seventy-five thousand dollars ($75,000.00) will be paid proportionally from the funds remaining in that year’s Annual Payment. iv. Any claim for Costs that is not paid in full will be allocated against the next year’s distribution from the CA Subdivision Fund, until all approved claims for Costs are paid in full.
v. In no event will more than 50% of the total CA Subdivision Fund received in any year be used to pay Costs or the Special Master’s approved invoices. vi. In no event shall more than $28 million of the total CA Subdivision Funds paid pursuant to the Walgreens Settlement Agreement, Teva Settlement Agreement, Allergan Settlement Agreement, Distributor Settlement Agreement, CVS Settlement Agreement, Janssen Settlement Agreement, and the Walmart Settlement Agreement be used to pay Costs.

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 1 APPENDIX 3

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

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

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

The Attorney General is executing this agreement solely because the definition of “State BackStop Agreement” in Exhibit R of the Walgreens Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 1 Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – Walmart Settlement

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

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

2. Definitions
a) CA Participating Subdivision means a Participating Subdivision that is also (a) a Plaintiff Subdivision and/or (b) a Primary Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts) and/or Exhibit I to the Walmart Settlement Agreement. b) Allergan Settlement Agreement means the Allergan Settlement Agreement dated November 22, 2022, and any revision thereto.
c) CVS Settlement Agreement means the CVS Settlement Agreement dated December 9, 2022, and any revision thereto as well as any modification thereto entered into by the State of California and CVS.
d) Distributor Settlement Agreement means the Distributor Settlement Agreement dated July 21, 2021, and any revision thereto.
e) Janssen Settlement Agreement means the Janssen Settlement Agreement dated July 21, 2021, and any revision thereto.
f) Teva Settlement Agreement means the Teva Settlement Agreement dated November 22, 2022, and any revision thereto.
g) Walgreens Settlement Agreement means the Walgreens Settlement Agreement dated December 9, 2022, and any revision thereto.
h) CA Litigating Special District means a Litigating Special District located in California. CA Litigating Special Districts include Downey Unified School District, Elk Grove Unified School District, Kern High School District, Montezuma Fire Protection District (located in Stockton, California), Santa Barbara San Luis Obispo Regional Health Authority, Inland Empire Health Plan, Health Plan of San Joaquin, San Leandro Unified School District, Pleasant Valley School District Board, and LA Care Health Plan.

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 3 A. State of California Allocation
Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by the State for future Opioid Remediation.

B. CA Abatement Accounts Fund
i. Allocation of CA Abatement Accounts Funds
a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as adjusted to reflect only those cities and counties that are eligible, based on population or litigation status, to become a CA Participating Subdivision. The percentage from the CA Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in Appendix 1 in the column entitled abatement percentage (the “Local Allocation”). For the avoidance of doubt, CA Litigating Special Districts and California towns, cities, and counties with a population less than 10,000 are not eligible to receive an allocation of CA Abatement Accounts Funds.
b) A CA Participating Subdivision that is a county, or a city and county, will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision, and will receive payments as provided in the Walmart Settlement Agreement. c) A CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Allocation share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as: (a) the county is a CA Participating Subdivision, and (b) the city has not advised the Settlement Fund Administrator that it requests direct payment at least 60 days prior to a Payment Date. A Local Allocation share allocated to a city but paid to a county is not required to be spent exclusively for abatement activities in that city, but will become part of the county’s share of the CA Abatement Accounts Funds, which will be used in accordance with Section 4.B.ii (Use of CA Abatement Accounts Funds) and reported on in accordance with Section 4.B.iii (CA Abatement Accounts Fund Oversight).
d) A city within a county that is a CA Participating Subdivision may opt in or out of direct payment at any time, and it may also elect direct payment of only a portion of its share, with the remainder going to the county, by providing notice to the Settlement Fund Administrator at least 60 days prior to a Payment Date. For purposes of this CA Walmart Allocation Agreement, the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions.

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 6 C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Participating Subdivisions. The funds will be used, subject to any limits imposed by the Walmart Settlement Agreement and this CA Walmart Allocation Agreement, to fund future Opioid Remediation and reimburse past opioidrelated expenses, which may include fees and expenses related to litigation, and to pay the reasonable fees and expenses of the Special Master as set forth in Appendix 2.

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

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

A Plaintiff Subdivision may separately agree to use its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(W), of the Walmart Settlement Agreement and the MDL Fees Order, so long as such contingency fees do not exceed a total contingency fee of 15% of the total gross recovery of the Plaintiff Subdivision pursuant to the Walmart Settlement, inclusive of contingency fees from the national Attorney Fee Fund and this State Back-Stop Agreement.

Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 7 counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Walmart Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

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

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

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

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 8 e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.

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

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 9 The undersigned, Mendota 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Walmart Settlement, whereas the percentages shown in the Abatement Percentage column should not change. Participating Subdivisions, underlying calculations, and the calculated allocation percentages are subject to change.

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

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

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

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
1 of 15
100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2.4237952%
City Alameda Alameda 0.069% 0.0570162%
City Albany Alameda 0.013% 0.0107768%
City Berkeley Alameda 0.152% 0.1249656%
City Dublin Alameda 0.033% 0.040% 0.0338810%
City Emeryville Alameda 0.023% 0.0185765%
City Fremont Alameda 0.108% 0.0888576%
City Hayward Alameda 0.117% 0.0966218%
City Livermore Alameda 0.054% 0.0446740%
City Newark Alameda 0.026% 0.0217626%
City Oakland Alameda 0.486% 0.595% 0.5055601%
City Piedmont Alameda 0.014% 0.0114064%
City Pleasanton Alameda 0.067% 0.0554547%
City San Leandro Alameda 0.039% 0.0321267%
City Union City Alameda 0.043% 0.0352484%
County Amador County Amador 0.226% 0.277% 0.2349885%
County Butte County Butte 1.615% 1.975% 1.6783178%
City Chico Butte 0.216% 0.264% 0.2246499%
City Oroville Butte 0.079% 0.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0.2351644% County Colusa County Colusa 0.059% 0.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2.1844585% City Antioch Contra Costa 0.037% 0.0301879%
City Brentwood Contra Costa 0.026% 0.0215339%
City Clayton Contra Costa 0.002% 0.0018060%
City Concord Contra Costa 0.055% 0.0456676%
City Danville Contra Costa 0.010% 0.0082255%
City El Cerrito Contra Costa 0.023% 0.0189024%
City Hercules Contra Costa 0.010% 0.0078273%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
2 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0.0046030%
City Martinez Contra Costa 0.012% 0.0098593%
City Moraga Contra Costa 0.004% 0.0031007%
City Oakley Contra Costa 0.010% 0.0079416%
City Orinda Contra Costa 0.005% 0.0038157%
City Pinole Contra Costa 0.013% 0.0110909%
City Pittsburg Contra Costa 0.053% 0.0436369%
City Pleasant Hill Contra Costa 0.013% 0.0106309%
City Richmond Contra Costa 0.146% 0.1201444%
City San Pablo Contra Costa 0.018% 0.0148843%
City San Ramon Contra Costa 0.021% 0.0176459%
City Walnut Creek Contra Costa 0.026% 0.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0.1189608% County El Dorado County El Dorado 0.768% 0.939% 0.7980034% City Placerville El Dorado 0.015% 0.0127642%
City South Lake Tahoe El Dorado 0.081% 0.0665456%
County Fresno County Fresno 1.895% 2.318% 1.9693410%
City Clovis Fresno 0.065% 0.0536211%
City Coalinga Fresno 0.012% 0.0098554%
City Fresno Fresno 0.397% 0.3270605%
City Kerman Fresno 0.005% 0.0042534%
City Kingsburg Fresno 0.008% 0.0066167%
City Mendota Fresno 0.002% 0.0019387%
City Orange Cove Fresno 0.004% 0.0035607%
City Parlier Fresno 0.008% 0.0069755%
City Reedley Fresno 0.012% 0.0098804%
City Sanger Fresno 0.018% 0.0146135%
City Selma Fresno 0.015% 0.0127537%
County Glenn County Glenn 0.107% 0.131% 0.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1.0703185% DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
3 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0.0447660%
City Eureka Humboldt 0.117% 0.143% 0.1216284%
City Fortuna Humboldt 0.032% 0.0266837%
County Imperial County Imperial 0.258% 0.315% 0.2679006% City Brawley Imperial 0.011% 0.0087986%
City Calexico Imperial 0.019% 0.0152799%
City El Centro Imperial 0.158% 0.1302522%
City Imperial Imperial 0.006% 0.0048791%
County Inyo County Inyo 0.073% 0.089% 0.0754413%
County Kern County Kern 2.517% 3.079% 2.6159145%
City Arvin Kern 0.006% 0.0046425%
City Bakersfield Kern 0.212% 0.1747198%
City California City Kern 0.009% 0.0070820%
City Delano Kern 0.030% 0.0249316%
City McFarland Kern 0.003% 0.0025644%
City Ridgecrest Kern 0.015% 0.0120938%
City Shafter Kern 0.013% 0.0103417%
City Tehachapi Kern 0.009% 0.0073580%
City Wasco Kern 0.008% 0.0069861%
County Kings County Kings 0.293% 0.2413469%
City Avenal Kings 0.007% 0.0056335%
City Corcoran Kings 0.013% 0.0107032%
City Hanford Kings 0.027% 0.0226038%
City Lemoore Kings 0.016% 0.0131900%
County Lake County Lake 0.795% 0.6545389%
City Clearlake Lake 0.041% 0.050% 0.0426253%
City Lakeport Lake 0.021% 0.026% 0.0222964%
County Lassen County Lassen 0.319% 0.391% 0.3320610%
City Susanville Lassen 0.027% 0.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 14.4437559% DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
5 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Cañada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811%
City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
6 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City San Dimas Los Angeles 0.003% 0.0022016%
City San Fernando Los Angeles 0.013% 0.0104837%
City San Gabriel Los Angeles 0.018% 0.0147726%
City San Marino Los Angeles 0.009% 0.0073791%
City Santa Clarita Los Angeles 0.022% 0.0178167%
City Santa Fe Springs Los Angeles 0.031% 0.0257531%
City Santa Monica Los Angeles 0.158% 0.1298513%
City Sierra Madre Los Angeles 0.006% 0.0048646%
City Signal Hill Los Angeles 0.010% 0.0084884%
City South El Monte Los Angeles 0.005% 0.0039603%
City South Gate Los Angeles 0.020% 0.0166272%
City South Pasadena Los Angeles 0.012% 0.0095334%
City Temple City Los Angeles 0.005% 0.0039498%
City Torrance Los Angeles 0.112% 0.0919820%
City Walnut Los Angeles 0.006% 0.0047305%
City West Covina Los Angeles 0.049% 0.0404521%
City West Hollywood Los Angeles 0.013% 0.0108517%
City Whittier Los Angeles 0.032% 0.0260581%
County Madera County Madera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County Marin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County Mariposa 0.084% 0.103% 0.0876131% County Mendocino County Mendocino 0.439% 0.536% 0.4558394% City Ukiah Mendocino 0.039% 0.0317153%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
7 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Merced County Merced 0.551% 0.674% 0.5724262%
City Atwater Merced 0.024% 0.0195846%
City Livingston Merced 0.006% 0.0045873%
City Los Banos Merced 0.020% 0.0165142%
City Merced Merced 0.061% 0.0500762%
County Modoc County Modoc 0.065% 0.080% 0.0678250%
County Mono County Mono 0.023% 0.029% 0.0242606%
County Monterey County Monterey 0.908% 1.111% 0.9437083% City Greenfield Monterey 0.006% 0.0050552%
City King City Monterey 0.005% 0.0037355%
City Marina Monterey 0.017% 0.0144098%
City Monterey Monterey 0.041% 0.0336540%
City Pacific Grove Monterey 0.009% 0.0074842%
City Salinas Monterey 0.094% 0.0776576%
City Seaside Monterey 0.023% 0.0191772%
City Soledad Monterey 0.007% 0.0060870%
County Napa County Napa 0.288% 0.352% 0.2994325%
City American Canyon Napa 0.017% 0.0136869%
City Napa Napa 0.078% 0.0642783%
County Nevada County Nevada 0.441% 0.539% 0.4579827%
City Grass Valley Nevada 0.024% 0.0197805%
City Truckee Nevada 0.003% 0.0023843%
County Orange County Orange 4.364% 5.339% 4.5363576%
City Aliso Viejo Orange 0.014% 0.0113841%
City Anaheim Orange 0.554% 0.678% 0.5759282%
City Brea Orange 0.086% 0.0708897%
City Buena Park Orange 0.087% 0.0714352%
City Costa Mesa Orange 0.124% 0.152% 0.1288366%
City Cypress Orange 0.033% 0.0271937%
City Dana Point Orange 0.001% 0.0005560%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
County San Mateo County San Mateo 1.074% 1.313% 1.1159599% City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa Barbara 1.132% 1.385% 1.1768968% City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa Clara 2.404% 2.941% 2.4987553% City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0.0103338%
City Los Gatos Santa Clara 0.013% 0.0103220%
City Milpitas Santa Clara 0.036% 0.0298120%
City Morgan Hill Santa Clara 0.015% 0.0124619%
City Mountain View Santa Clara 0.041% 0.0334608%
City Palo Alto Santa Clara 0.039% 0.0323080%
City San Jose Santa Clara 0.294% 0.360% 0.3054960%
City Santa Clara Santa Clara 0.067% 0.0549723%
City Saratoga Santa Clara 0.004% 0.0034161%
City Sunnyvale Santa Clara 0.053% 0.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0.8135396% City Capitola Santa Cruz 0.020% 0.0168191%
City Santa Cruz Santa Cruz 0.143% 0.1180348%
City Scotts Valley Santa Cruz 0.015% 0.0126525%
City Watsonville Santa Cruz 0.063% 0.0520136%
County Shasta County Shasta 1.095% 1.339% 1.1380191%
City Anderson Shasta 0.024% 0.0198896%
City Redding Shasta 0.284% 0.2334841%
City Shasta Lake Shasta 0.004% 0.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0.2373393% County Solano County Solano 0.760% 0.6260795%
City Benicia Solano 0.031% 0.0253903%
City Dixon Solano 0.016% 0.0130849%
City Fairfield Solano 0.109% 0.0897317%
City Suisun City Solano 0.021% 0.0176183%
City Vacaville Solano 0.119% 0.0976497%
City Vallejo Solano 0.167% 0.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1.2661290%
City Healdsburg Sonoma 0.032% 0.0266929%
City Petaluma Sonoma 0.081% 0.0667507%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County Stanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
County Sutter County Sutter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County Tehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County Trinity 0.082% 0.101% 0.0855476%
County Tulare County Tulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County Tuolumne 0.486% 0.594% 0.5047621% County Ventura County Ventura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 1 6
APPENDIX 2
Cost Reimbursement Procedure

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

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

2. Cost Reimbursement to Plaintiff Subdivision
a) Purpose. Substantial resources have been expended to hold Opioid Defendants accountable for creating and profiting from the opioid crisis, and this effort has been a significant catalyst in creating National Opioid Settlements with various manufacturers, distributors, and chain pharmacies.
b) Claims Procedure.
i. If a Plaintiff Subdivision is eligible to seek reimbursement of Costs, in whole or in DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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

2.c.v below.
ii. Final Awards of Costs that do not exceed seventy-five thousand dollars ($75,000.00) will be paid next in priority after the Special Master’s approved invoices.
iii. Final Awards of Costs in excess of seventy-five thousand dollars ($75,000.00) will be paid proportionally from the funds remaining in that year’s Annual Payment. iv. Any claim for Costs that is not paid in full will be allocated against the next year’s distribution from the CA Subdivision Fund, until all approved claims for Costs are paid in full.
v. In no event will more than 50% of the total CA Subdivision Fund received in any year be used to pay Costs or the Special Master’s approved invoices. vi. In no event shall more than $28 million of the total CA Subdivision Funds paid pursuant to the Walmart Settlement Agreement, Teva Settlement Agreement, Allergan Settlement Agreement, Distributor Settlement Agreement, CVS Settlement Agreement, Janssen Settlement Agreement, and the Walgreens Settlement Agreement be used to pay Costs.

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 1 APPENDIX 3

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

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

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

The Attorney General is executing this agreement solely because the definition of “State BackStop Agreement” in Exhibit R of the Walmart Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 3 A. State of California Allocation
Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by the State for future Opioid Remediation.

B. CA Abatement Accounts Fund
i. Allocation of CA Abatement Accounts Funds
a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as adjusted to reflect only those cities and counties that are eligible, based on population or litigation status, to become a CA Participating Subdivision. The percentage from the CA Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in Appendix 1 in the column entitled abatement percentage (the “Local Allocation”). For the avoidance of doubt, CA Litigating Special Districts and California towns, cities, and counties with a population less than 10,000 are not eligible to receive an allocation of CA Abatement Accounts Funds.
b) A CA Participating Subdivision that is a county, or a city and county, will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision, and will receive payments as provided in the CVS Settlement Agreement. c) A CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Allocation share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as: (a) the county is a CA Participating Subdivision, and (b) the city has not advised the Settlement Fund Administrator that it requests direct payment at least 60 days prior to a Payment Date. A Local Allocation share allocated to a city but paid to a county is not required to be spent exclusively for abatement activities in that city, but will become part of the county’s share of the CA Abatement Accounts Funds, which will be used in accordance with Section 4.B.ii (Use of CA Abatement Accounts Funds) and reported on in accordance with Section 4.B.iii (CA Abatement Accounts Fund Oversight).
d) A city within a county that is a CA Participating Subdivision may opt in or out of direct payment at any time, and it may also elect direct payment of only a portion of its share, with the remainder going to the county, by providing notice to the Settlement Fund Administrator at least 60 days prior to a Payment Date. For purposes of this CA CVS Allocation Agreement, the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions.

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 6 C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the CVS Settlement Agreement and this CA CVS Allocation Agreement, to fund future Opioid Remediation and reimburse past opioidrelated expenses, which may include fees and expenses related to litigation, and to pay the reasonable fees and expenses of the Special Master as set forth in Appendix 2.

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

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

A Plaintiff Subdivision may separately agree to use its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(Y), of the CVS Settlement Agreement and the MDL Fees Order, so long as such contingency fees do not exceed a total contingency fee of 15% of the total gross recovery of the Plaintiff Subdivision pursuant to the CVS Settlement, inclusive of contingency fees from the national Attorney Fee Fund and this State Back-Stop Agreement. Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 7 representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the CVS Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

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

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

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

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 9 The undersigned, Mendota 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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.

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
1 of 15
100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2.4237952%
City Alameda Alameda 0.069% 0.0570162%
City Albany Alameda 0.013% 0.0107768%
City Berkeley Alameda 0.152% 0.1249656%
City Dublin Alameda 0.033% 0.040% 0.0338810%
City Emeryville Alameda 0.023% 0.0185765%
City Fremont Alameda 0.108% 0.0888576%
City Hayward Alameda 0.117% 0.0966218%
City Livermore Alameda 0.054% 0.0446740%
City Newark Alameda 0.026% 0.0217626%
City Oakland Alameda 0.486% 0.595% 0.5055601%
City Piedmont Alameda 0.014% 0.0114064%
City Pleasanton Alameda 0.067% 0.0554547%
City San Leandro Alameda 0.039% 0.0321267%
City Union City Alameda 0.043% 0.0352484%
County Amador County Amador 0.226% 0.277% 0.2349885%
County Butte County Butte 1.615% 1.975% 1.6783178%
City Chico Butte 0.216% 0.264% 0.2246499%
City Oroville Butte 0.079% 0.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0.2351644% County Colusa County Colusa 0.059% 0.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2.1844585% City Antioch Contra Costa 0.037% 0.0301879%
City Brentwood Contra Costa 0.026% 0.0215339%
City Clayton Contra Costa 0.002% 0.0018060%
City Concord Contra Costa 0.055% 0.0456676%
City Danville Contra Costa 0.010% 0.0082255%
City El Cerrito Contra Costa 0.023% 0.0189024%
City Hercules Contra Costa 0.010% 0.0078273%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
2 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0.0046030%
City Martinez Contra Costa 0.012% 0.0098593%
City Moraga Contra Costa 0.004% 0.0031007%
City Oakley Contra Costa 0.010% 0.0079416%
City Orinda Contra Costa 0.005% 0.0038157%
City Pinole Contra Costa 0.013% 0.0110909%
City Pittsburg Contra Costa 0.053% 0.0436369%
City Pleasant Hill Contra Costa 0.013% 0.0106309%
City Richmond Contra Costa 0.146% 0.1201444%
City San Pablo Contra Costa 0.018% 0.0148843%
City San Ramon Contra Costa 0.021% 0.0176459%
City Walnut Creek Contra Costa 0.026% 0.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0.1189608% County El Dorado County El Dorado 0.768% 0.939% 0.7980034% City Placerville El Dorado 0.015% 0.0127642%
City South Lake Tahoe El Dorado 0.081% 0.0665456%
County Fresno County Fresno 1.895% 2.318% 1.9693410%
City Clovis Fresno 0.065% 0.0536211%
City Coalinga Fresno 0.012% 0.0098554%
City Fresno Fresno 0.397% 0.3270605%
City Kerman Fresno 0.005% 0.0042534%
City Kingsburg Fresno 0.008% 0.0066167%
City Mendota Fresno 0.002% 0.0019387%
City Orange Cove Fresno 0.004% 0.0035607%
City Parlier Fresno 0.008% 0.0069755%
City Reedley Fresno 0.012% 0.0098804%
City Sanger Fresno 0.018% 0.0146135%
City Selma Fresno 0.015% 0.0127537%
County Glenn County Glenn 0.107% 0.131% 0.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1.0703185% DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
3 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0.0447660%
City Eureka Humboldt 0.117% 0.143% 0.1216284%
City Fortuna Humboldt 0.032% 0.0266837%
County Imperial County Imperial 0.258% 0.315% 0.2679006% City Brawley Imperial 0.011% 0.0087986%
City Calexico Imperial 0.019% 0.0152799%
City El Centro Imperial 0.158% 0.1302522%
City Imperial Imperial 0.006% 0.0048791%
County Inyo County Inyo 0.073% 0.089% 0.0754413%
County Kern County Kern 2.517% 3.079% 2.6159145%
City Arvin Kern 0.006% 0.0046425%
City Bakersfield Kern 0.212% 0.1747198%
City California City Kern 0.009% 0.0070820%
City Delano Kern 0.030% 0.0249316%
City McFarland Kern 0.003% 0.0025644%
City Ridgecrest Kern 0.015% 0.0120938%
City Shafter Kern 0.013% 0.0103417%
City Tehachapi Kern 0.009% 0.0073580%
City Wasco Kern 0.008% 0.0069861%
County Kings County Kings 0.293% 0.2413469%
City Avenal Kings 0.007% 0.0056335%
City Corcoran Kings 0.013% 0.0107032%
City Hanford Kings 0.027% 0.0226038%
City Lemoore Kings 0.016% 0.0131900%
County Lake County Lake 0.795% 0.6545389%
City Clearlake Lake 0.041% 0.050% 0.0426253%
City Lakeport Lake 0.021% 0.026% 0.0222964%
County Lassen County Lassen 0.319% 0.391% 0.3320610%
City Susanville Lassen 0.027% 0.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 14.4437559% DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
County San Mateo County San Mateo 1.074% 1.313% 1.1159599% City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa Barbara 1.132% 1.385% 1.1768968% City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa Clara 2.404% 2.941% 2.4987553% City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0.0103338%
City Los Gatos Santa Clara 0.013% 0.0103220%
City Milpitas Santa Clara 0.036% 0.0298120%
City Morgan Hill Santa Clara 0.015% 0.0124619%
City Mountain View Santa Clara 0.041% 0.0334608%
City Palo Alto Santa Clara 0.039% 0.0323080%
City San Jose Santa Clara 0.294% 0.360% 0.3054960%
City Santa Clara Santa Clara 0.067% 0.0549723%
City Saratoga Santa Clara 0.004% 0.0034161%
City Sunnyvale Santa Clara 0.053% 0.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0.8135396% City Capitola Santa Cruz 0.020% 0.0168191%
City Santa Cruz Santa Cruz 0.143% 0.1180348%
City Scotts Valley Santa Cruz 0.015% 0.0126525%
City Watsonville Santa Cruz 0.063% 0.0520136%
County Shasta County Shasta 1.095% 1.339% 1.1380191%
City Anderson Shasta 0.024% 0.0198896%
City Redding Shasta 0.284% 0.2334841%
City Shasta Lake Shasta 0.004% 0.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0.2373393% County Solano County Solano 0.760% 0.6260795%
City Benicia Solano 0.031% 0.0253903%
City Dixon Solano 0.016% 0.0130849%
City Fairfield Solano 0.109% 0.0897317%
City Suisun City Solano 0.021% 0.0176183%
City Vacaville Solano 0.119% 0.0976497%
City Vallejo Solano 0.167% 0.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1.2661290%
City Healdsburg Sonoma 0.032% 0.0266929%
City Petaluma Sonoma 0.081% 0.0667507%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County Stanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
County Sutter County Sutter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County Tehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County Trinity 0.082% 0.101% 0.0855476%
County Tulare County Tulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County Tuolumne 0.486% 0.594% 0.5047621% County Ventura County Ventura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 APPENDIX 1
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Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Oxnard Ventura 0.156% 0.190% 0.1617338%
City Port Hueneme Ventura 0.021% 0.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0.0702181% City Santa Paula Ventura 0.014% 0.0119072%
City Simi Valley Ventura 0.065% 0.0533043%
City Thousand Oaks Ventura 0.022% 0.0179902%
County Yolo County Yolo 0.357% 0.437% 0.3713319%
City Davis Yolo 0.055% 0.0451747%
City West Sacramento Yolo 0.066% 0.0544321%
City Woodland Yolo 0.058% 0.0477904%
County Yuba County Yuba 0.214% 0.262% 0.2225679%
City Marysville Yuba 0.014% 0.0112079%
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 1 6
APPENDIX 2
Cost Reimbursement Procedure

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

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

2. Cost Reimbursement to Plaintiff Subdivision
a) Purpose. Substantial resources have been expended to hold Opioid Defendants accountable for creating and profiting from the opioid crisis, and this effort has been a significant catalyst in creating National Opioid Settlements with various manufacturers, distributors, and chain pharmacies.
b) Claims Procedure.
i. If a Plaintiff Subdivision is eligible to seek reimbursement of Costs, in whole or in part, from funds available under Section X and Exhibit R of the CVS Settlement DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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

2.c.v below.
ii. Final Awards of Costs that do not exceed seventy-five thousand dollars ($75,000.00) will be paid next in priority after the Special Master’s approved invoices.
iii. Final Awards of Costs in excess of seventy-five thousand dollars ($75,000.00) will be paid proportionally from the funds remaining in that year’s Annual Payment. iv. Any claim for Costs that is not paid in full will be allocated against the next year’s distribution from the CA Subdivision Fund, until all approved claims for Costs are paid in full.
v. In no event will more than 50% of the total CA Subdivision Fund received in any year be used to pay Costs or the Special Master’s approved invoices. vi. In no event shall more than $28 million of the total CA Subdivision Funds paid pursuant to the CVS Settlement Agreement, Teva Settlement Agreement, Allergan Settlement Agreement, Distributor Settlement Agreement, Janssen Settlement Agreement, Walgreens Settlement Agreement, and the Walmart Settlement Agreement be used to pay Costs.

DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 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: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 1 APPENDIX 3

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

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

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

The Attorney General is executing this agreement solely because the definition of “State BackStop Agreement” in Exhibit R of the CVS Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576

OFFICE OF ATTORNEY GENERAL ROB BONTA
JANUARY 27, 2023
PAGE 3
SO AGREED BY AND ON BEHALF OF THE STATE OF CALFORNIA:

N e
Title: t Attorney General
Date:
8524664.1
1/30/2023
DocuSign Envelope ID: A99AA816-F04F-4BF6-9ACD-8294F7DDB576 1 AGENDA ITEM – STAFF REPORT
TO: HONORABLE MAYOR AND COUNCILMEMBERS
FROM: CRISTIAN GONZALEZ, CITY MANAGER
SUBJECT: APPROVING THE GRANT WRITING AND ADVOCACY SERVICES PROPOSAL SUBMITTED BY TOWNSEND PUBLIC AFFAIRS, INC. AND AUTHORIZING THE CITY MANAGER TO

EXECUTE ALL DOCUMENTS NECESSARY TO EFFECTUATE THE PROPOSAL DATE: MAY 9, 2023
ISSUE
Shall the City Council adopt Resolution No. 23-29, approving the Grant Writing and Advocacy Services Proposal submitted by Townsend Public Affairs, Inc. and authorizing the City Manager to execute all documents necessary to effectuate the proposal?

BACKGROUND
The City Council previously voted to enter into a contract with Townsend Public Affairs, Inc. (“TPA”) to plan and execute funding advocacy trips for Council Members and the City Manager to both Sacramento and Washington D.C. These trips were to follow up on the prior successful advocacy of staff, assisted by TPA, to request federal appropriations funding from Senator Padilla, Senator Feinstein and Congressmember Duarte for the “Mendota Pavement Management Project” and the “Mendota Community Center Project”. The Sacramento advocacy trip took place on April 17 and 18, 2023 and was productive, with City staff being encouraged to apply for several grant programs due in the coming months. Additionally, in meetings with Legislators, Senior Capitol Staff, and State Department Executives, the City was able to successfully convey the needs of the community to key decision makers, and were encouraged to continue engaging in advocacy and funding efforts related to roads, parks and recreation, and water quality. The Washington D.C. advocacy trip is scheduled for May 2023.

ANALYSIS
The previous contract the City entered into for the two advocacy trips was in the amount of $10,000. The proposed contract would waive one month’s fee, in the amount of $5,000, if entered into during the month of May 2023, in order to build upon the past success from the advocacy trips and ensure that the momentum continues towards the funding of council’s priority projects.

FISCAL IMPACT
The contract would be in the amount of $5,000 a month with funds being divided across the General, Water, and Sewer Funds. The contract would be for a period of two years, with a 30- day no fault termination clause, allowing the City to end monthly services at any time. These funds could be offset with grant funding won as a result of the contract. 2 RECOMMENDATION
Staff recommends that the City Council adopt Resolution No. 23-29, approving the Grant Writing and Advocacy Services Proposal submitted by Townsend Public Affairs, Inc. and authorizing the City Manager to execute all documents necessary to effectuate the proposal.

Attachments:

1. City of Mendota Sacramento Advocacy Trip Itinerary

2. Resolution No. 23-29

3. Exhibit “A” - Proposal for Grant Writing and Funding Advocacy Services City of Mendota
Sacramento Advocacy Trip
April 17 – 18, 2023
Townsend Public Affairs Contacts:

Andres Ramirez (916) 505-9863
Alex Gibbs (714) 883-6967
Dinner/Meeting Prep with TPA
Monday, April 17
6:30 PM
• We will have an opportunity to go over the agenda for Tuesday and discuss the dynamics of each meeting.
• We will review some of the speaking points at a high level.

Arrive/Briefing
925 L Street, Suite 1404, Sacramento, CA 95814.

Tuesday, April 18
9:00 AM
Townsend Public Affairs Office
Office of Senator Anna Caballero
Capitol Swing Space @ 1021 O Street, Suite 7620
Tuesday, April 18
10:00 AM
MEETING PURPOSE:
• Develop working relationship with the office.
• Discuss State Budget Requests and explain project needs. • Share information about water needs in Mendota.
• Share information about homelessness in Mendota.
• Ask about extending DMV service in Mendota.
• Ask about the Senator’s legislative package and how we can support her.

SUGGESTED SPEAKING POINTS:
• Mendota is a small rural city in Fresno County with under 13,000 people, the majority of which are Latino. Our community is largely underserved, and we struggle to maintain critical infrastructure and community services with the relatively small amount of funds we have.
• As you know, we submitted a State Budget Request Letter to your office, listing three priority projects in our community:
o The Mendota Pavement Management Project - $5 million
 This would be half of the project cost and we are working to try and find funding at the federal level through congressional appropriations and are also exploring grant opportunities, while fully utilizing our SB 1 dollars.  The City of Mendota previously received funding from the Fresno Council of Governments (COG) to conduct a study that found an overwhelming majority of city streets and roads are in a failing condition. This is due in part to the frequent use by heavy trucks passing through the city to deliver produce and other goods.
 This was selected by Congressmember Duarte as one of his 15 Community Funding Requests in the amount of $5 million. We would love to leverage this investment with matching funds from the State of California. o Mendota Community Center - $8 million
 The City of Mendota currently has no community center space that could serve as a hub for emergency services or recreation in the community.  The city has allocated land at Rojas-Pierce Park for the construction of a new community center and has attempted to secure state funding through several unsuccessful grant applications.
 The location was selected due to its centralized location in the community making it easy to access in the event of an emergency. The proposed project will create a new and long-term resource for the community to access ongoing programs like educational, employment and workforce development support. The requested funds will allow for the completion of design and construction of the entire building by 2026. o Mendota Animal Control Facility - $2 million
 We are currently operating our animal control operations out of a temporary storage facility which is inadequate for the needs that the animals and our staff have.
 Due to the temporary and inadequate nature of the facility, the city is unable to allow volunteers on the premises to assist with animal care.  We have already secured designs and plans for a proposed facility, the requested funds would allow for the construction of a new animal control building and we are shovel ready.
• Homelessness: We want to create a housing navigation center – and we are actively looking at the State Encampment Resolution Fund, but we are likely ineligible due to our local homeless issue being less concentrated in encampments/cohorts and more disbursed with unhoused individuals.
o No quality facility on the west side of the County – so neighboring Cities would be willing to pitch in for Mendota to be host location.
• Water: Mendota has significant water needs that are expected to grow in the near future.

Specifically:
o We need more water for the region to ensure the citizens of Mendota have jobs in agriculture.
o We need more drinking water and wastewater capacity to keep up with the demands of the community.
 For water, we have two main projects –
 The first being a drinking water filter upgrade to ensure our treatment plant can treat additional water as the demand and the city grows.  The second is a “backwash recycle project”. Mendota owns and operates a water treatment plant for the removal of iron and manganese with a nominal capacity of 3,000 gallons per minute (gpm) The plant utilizes pressure filtration that requires a daily backwash with a backwash volume of approximately 42,600 gallons (average daily usage based on 2018 to 2020 data).
 Currently, this backwash water is disposed of at the Wastewater Treatment Facility.
 This project proposes a backwash reclaim tank that will settle out the solids from the filter allowing the backwash water to be returned to the head of the plant and then treated. This will increase the overall plant efficiency and reclaim approximately 16 million gallons per year that are presently wasted to the City’s Wastewater Treatment Plant.  We are working to identify funding through DWR and SWRCB. • DMV: Currently the DMV leases a part of a city owned building to provide services Thursday and Friday. This is not adequate for our community and those in neighboring communities who use our DMV.
o We would like to find a path forward to work with the DMV to urge them to operate Monday through Friday.
• How we can be supportive of your legislative agenda? Are there any bills you are authoring where we could provide support or where you need strategic city feedback or examples? California Department of Parks and Recreation
715 P Street, 13th Floor, Sacramento, CA 95814
Tuesday, April 18
11:15 AM
MEETING PURPOSE:
• Develop working relationship with the Department’s Office of Grants and Local Services • Share information about Mendota and its demographics. • Share information about Parks in Mendota and lack of recreation/green space. • Ask about upcoming grant solicitations that State Parks plans to roll out soon.

SUGGESTED SPEAKING POINTS:
• Alex spoke with Nancy Banda and will lead this conversation. • Mendota is a small rural city in Fresno County with under 13,000 people, the majority of which are Latino. Our community is largely underserved, and we struggle to maintain critical infrastructure and community services with the relatively small amount of funds we have.
• We would like to learn more about upcoming Statewide Parks Program solicitation. • The City has a regional trails program project idea – but has run into right-of-way issues.

Lunch/Meeting with Eric Thronson
Tuesday, April 18
12:30 PM
• Eric is our firm’s transportation expert. He has been the Chief Consultant to the Assembly Transportation Committee and was the Deputy Director of Legislation and Finance at the Califonria Transportation Commission (CTC).
• We will discuss Mendota’s roadway issues and go over a plan of action for advocacy to develop the relationships necessary to secure funding for Mendota’s roads.

Office of Assembly Member Esmeralda Soria
Capitol Swing Space @ 1021 O Street, Suite 4110
Tuesday, April 18
2:30 PM
MEETING PURPOSE:
• Develop working relationship with the office.
• Discuss State Budget Requests and explain project needs. • Share information about water needs in Mendota.
• Share information about homelessness in Mendota.
• Ask about extending DMV service in Mendota.
• Ask about the Assembly Member’s legislative package and how we can support her.

SUGGESTED SPEAKING POINTS:
• Mendota is a small rural city in Fresno County with under 13,000 people, the majority of which are Latino. Our community is largely underserved, and we struggle to maintain critical infrastructure and community services with the relatively small amount of funds we have.
• As you know, we submitted a State Budget Request Letter to your office, listing three priority projects in our community:
o The Mendota Pavement Management Project - $5 million
 This would be half of the project cost and we are working to try and find funding at the federal level through congressional appropriations and are also exploring grant opportunities, while fully utilizing our SB 1 dollars.  The City of Mendota previously received funding from the Fresno Council of Governments (COG) to conduct a study that found an overwhelming majority of city streets and roads are in a failing condition. This is due in part to the frequent use by heavy trucks passing through the city to deliver produce and other goods.
 This was selected by Congressmember Duarte as one of his 15 Community Funding Requests in the amount of $5 million. We would love to leverage this investment with matching funds from the State of California. o Mendota Community Center - $8 million
 The City of Mendota currently has no community center space that could serve as a hub for emergency services or recreation in the community.  The city has allocated land at Rojas-Pierce Park for the construction of a new community center and has attempted to secure state funding through several unsuccessful grant applications.
 The location was selected due to its centralized location in the community making it easy to access in the event of an emergency. The proposed project will create a new and long-term resource for the community to access ongoing programs like educational, employment and workforce development support. The requested funds will allow for the completion of design and construction of the entire building by 2026. o Mendota Animal Control Facility - $2 million
 We are currently operating our animal control operations out of a temporary storage facility which is inadequate for the needs that the animals and our staff have.
 Due to the temporary and inadequate nature of the facility, the city is unable to allow volunteers on the premises to assist with animal care.  We have already secured designs and plans for a proposed facility, the requested funds would allow for the construction of a new animal control building and we are shovel ready.
• Homelessness: We want to create a housing navigation center – and we are actively looking at the State Encampment Resolution Fund, but we are likely ineligible due to our local homeless issue being less concentrated in encampments/cohorts and more disbursed with individuals.
o No quality facility on the west side of the County – so neighboring Cities would be willing to pitch in for Mendota to be host location.
• Water: Mendota has significant water needs that are expected to grow in the near future.

Specifically:
o We need more water for the region to ensure the citizens of Mendota have jobs in agriculture.
o We need more drinking water and wastewater capacity to keep up with the demands of the community.
 For water, we have two main projects –
 The first being a drinking water filter upgrade to ensure our treatment plant can treat additional water as the demand and the city grows.  The second is a “backwash recycle project”. Mendota owns and operates a water treatment plant for the removal of iron and manganese with a nominal capacity of 3,000 gallons per minute (gpm) The plant utilizes pressure filtration that requires a daily backwash with a backwash volume of approximately 42,600 gallons (average daily usage based on 2018 to 2020 data).
 Currently, this backwash water is disposed of at the Wastewater Treatment Facility.
 This project proposes a backwash reclaim tank that will settle out the solids from the filter allowing the backwash water to be returned to the head of the plant and then treated. This will increase the overall plant efficiency and reclaim approximately 16 million gallons per year that are presently wasted to the City’s Wastewater Treatment Plant.  We are working to identify funding through DWR and SWRCB. • DMV: Currently the DMV leases a part of a city owned building to provide services Thursday and Friday. This is not adequate for our community and those in neighboring communities who use our DMV.
o We would like to find a path forward to work with the DMV to urge them to operate Monday through Friday.
• How we can be supportive of your legislative agenda? Are there any bills you are authoring where we could provide support or where you need strategic city feedback or examples? California Department of Water Resources
715 P Street, 8th Floor (Turquoise Room), Sacramento, CA 95814 Tuesday, April 18
3:30 PM
MEETING PURPOSE:
• Build a working relationship with DWR Senior Administrators • Share local/regional concerns with water quality, water supply, and the effect on rates. • Ask about the funding opportunities They and/or SWRCB administer for these types of projects.
• Learn about DWRs priority initiatives and offer to provide the perspective of a small rural community.

SUGGESTED SPEAKING POINTS:
• Mendota is a small rural city in Fresno County with under 13,000 people, the majority of which are Latino. Our community is largely underserved, and we struggle to maintain critical infrastructure and community services with the relatively small amount of funds we have.
• Water: Mendota has significant water needs that are expected to grow in the near future.

Specifically:
o We need more water for the region to ensure the citizens of Mendota have jobs in agriculture.
o We need more drinking water and wastewater capacity to keep up with the demands of the community.
 For water, we have two main projects –
 The first being a drinking water filter upgrade to ensure our treatment plant can treat additional water as the demand and the city grows.  The second is a “backwash recycle project”. Mendota owns and operates a water treatment plant for the removal of iron and manganese with a nominal capacity of 3,000 gallons per minute (gpm) The plant utilizes pressure filtration that requires a daily backwash with a backwash volume of approximately 42,600 gallons (average daily usage based on 2018 to 2020 data).
 Currently, this backwash water is disposed of at the Wastewater Treatment Facility.
 This project proposes a backwash reclaim tank that will settle out the solids from the filter allowing the backwash water to be returned to the head of the plant and then treated. This will increase the overall plant efficiency and reclaim approximately 16 million gallons per year that are presently wasted to the City’s Wastewater Treatment Plant.  We are working to identify funding through DWR and SWRCB. • While we understand that most funding opportunities go through the State Water Resources Control Board, are there any that pass through the Department of Water Resources? Or can you help point us in the proper direction? • How is the Department of Water Resources working on making sure farmers have water to farm? What are the discussions at the Department around how we can sustain our important Agricultural Economy in times of increasing drought? • How is the Department engaging underserved communities like Mendota and where there might be opportunities for feedback on the rollout of water related programs and State policies?
• Can you share more about the Department’s Human Right to Water Policy and what that entails?
• Are there any initiatives or regulatory matters where our coalition could provide support or where you need strategic municipal feedback?
1 BEFORE THE CITY COUNCIL
OF THE

CITY OF MENDOTA, COUNTY OF FRESNO
A RESOLUTION OF THE CITY COUNCIL RESOLUTION NO. 23-29

OF THE CITY OF MENDOTA APPROVING

THE GRANT WRITING AND ADVOCACY

SERVICES PROPOSAL SUBMITTED BY
TOWNSEND PUBLIC AFFAIRS, INC., AND

AUTHORIZING THE CITY MANAGER TO

EXECUTE ALL DOCUMENTS NECESSARY

TO EFFECTUATE THE PROPOSAL
WHEREAS, on March 28, 2023, the City Council previously contracted Townsend Public Affairs, Inc. (“TPA”), to provide State and Federal advocacy trip support services to the City of Mendota (“City”); and
WHEREAS, it is the desire of the City Council to contract TPA to provide continued grant writing and advocacy services; and
WHEREAS, TPA has submitted a Proposal for Grant Writing and Funding Advocacy Services and the proposal has been deemed satisfactory by City staff; and WHEREAS, funding has not been previously allocated for this service, but given the significant positive impact that may result from the proposed services, the City believes it is important that these consultant be contracted.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Mendota, that the City of Mendota hereby accepts the proposal submitted by TPA for Grant Writing and Funding Advocacy Services, attached as Exhibit “A” to this Resolution.

BE IT FURTHER RESOLVED that the City Council of the City of Mendota hereby authorizes the City Manager, or his designee, to execute all other documentation, including agreements consistent with Exhibit “A,” subject to such reasonable modifications, revisions, additions, and deletions as he may approve prior to execution, said execution to provide conclusive evidence of such approval. ______________________________
Victor Martinez, Mayor
2 ATTEST:

I, Celeste Cabrera-Garcia, City Clerk of the City of Mendota, do hereby certify that the foregoing resolution was duly adopted and passed by the City Council at a regular meeting of said Council, held at the Mendota City Hall on the 9th day of May, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Celeste Cabrera-Garcia, City Clerk

EXHIBIT A
Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 1

TABLE OF CONTENTS
Proposal for
Grant Writing and Funding
Advocacy Services
April 25, 2023
Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 2 April 25, 2023
Victor Martinez, Mayor
City of Mendota
643 Quince Street
Mendota, CA 93640
Dear Mayor Martinez:

Thank you for the opportunity for Townsend Public Affairs, Inc. (“TPA”) to submit our proposal for Grant Writing and Funding Advocacy Services to the City of Mendota (“City”).

Since its inception in 1998, TPA has earned the reputation as Champions for Better Communities by providing the experience, resources, and relationships expected from a premier legislative advocacy and grant writing firm while also giving clients the unique brand of customer service they deserve: personal attention, maximum accessibility, and passion for their mission.

Our strategic approach to advocacy and funding is tailored to meet the individual needs of each client by leveraging the breadth and depth of our team as well as our vast network of relationships with key stakeholders and decision makers.

Utilizing this method on behalf of our clients, TPA has shepherded over 100 legislative and regulatory proposals into law, and secured over $2.6 billion in grants from state, federal, and local government agencies as well as nonprofit foundations and private companies.

Thank you again for your interest in our firm and your consideration of this proposal. Please contact us if you have any questions or need additional information. We would be honored to serve the City of Mendota.

Yours truly,

Christopher Townsend
President
Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 3

FIRM OVERVIEW
TPA is a state and federal legislative advocacy and grant writing firm that provides lobbying and funding services to public agencies and nonprofit organizations throughout California. • Founder/Owner/President: Christopher Townsend
• Advocacy Success: Shepherded over 100 client-sponsored legislative proposals into law • Funding Success: Over $2.6 billion in state, federal, and local government grants as well as grants from nonprofit organizations and private companies • Longevity: 25 years (founded in 1998)
• Number of Employees: 19
• Number of Registered State and Federal Lobbyists and Grant Writers: 15 • Number of Offices: Five
o TPA State Capitol Office, Sacramento
o TPA Federal Office, Washington, DC
o TPA Northern California Office, Oakland
o TPA Central California Office, Fresno
o TPA Southern California Office, Newport Beach
• Types of Clients:
o City Governments
o County Governments
o Water and Sanitation Districts
o Transportation Districts
o K-12 School Districts
o Community College Districts
o Parks and Recreation Districts
o Fire Protection Districts
o Museums, Science Centers, and Cultural Facilities
• Areas of Specialization:
o Local Governance (Cities, Counties, Special Districts) o Transportation Policy and Infrastructure
o Water and Sanitation Policy and Infrastructure
o Education Policy and Infrastructure
o Housing and Economic Development
o Parks and Community Facilities (Recreational, Cultural, Historical) o Energy, Environment, and Natural Resources
o Public Safety
o Budget and Finance
Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 4

CLIENT SERVICE TEAM

STATE/FEDERAL BUDGET EARMARKS
The following tables provide an overview of the state and federal earmarks that TPA has secured on behalf of our clients over the last several years. For each award, TPA strategized with our clients to identify priority projects and transform them into budget requests. TPA then worked closely and diligently with relevant State Legislators and Members of Congress (and their staff), as well as other key stakeholders to ensure our client projects were included in the final budget.

FY 2022-23 STATE BUDGET EARMARKS
Client Name Project Amount Awarded
California Academy of
Sciences Thriving California Environmental Learning Plan $2,100,000 City of Agoura Hills Linear Park Project $6,000,000
City of Anaheim Boysen Park Rehabilitation $15,000,000
City of Berkeley Marina and Pier Projects $15,000,000
City of Buena Park Water System Improvements $5,000,000 City of Compton Artesia Boulevard Bridge Rehabilitation $12,000,000 City of Costa Mesa
Citywide Park Project $10,000,000
Ketchum Liboldt Park $1,200,000
Fairview Developmental Center $3,500,000
City of Del Mar Del Mar Bridge Replacement Project $2,200,000 City of Dinuba Fire Department Equipment and Training $2,000,000 City of Farmersville Fire Station Construction $7,000,000 City of Fremont
Teen Center Building Upgrades $8,000,000
Sabercat Bridge and Trail project open space
acquisition and planning $6,000,000
I-680 Sabercat Bridge Infrastructure $6,000,000
Housing Navigation Center $500,000
City of Fullerton Navigation Center Project $6,000,000
City of Gardena
Broadband Infrastructure $4,000,000
Revitalization of Gardena Boulevard $2,000,000
City of Hayward Scattered Site Housing Model to Create Cost-Effective Permanent Housing for unhoused individuals $5,400,000
City of Huntington Beach Mental Health Crisis Unit $1,500,000 City of Irvine
Sweet Shade Park $2,800,000
Mental Health Crisis Unit $1,500,000
City of La Habra Imperial/Coyote Creek Sinkhole $8,500,000 City of Laguna Beach Mental Health Crisis Unit $1,500,000 City of Merced Merced Regional Fire Training Center $3,000,000 City of Oakland Teachers Rooted in Oakland (TRiO) Program $5,000,000 City of Palo Alto Replacement of Fire Station 4 $5,200,000 Newell Road Bridge Replacement $2,000,000
City of Parlier Parlier Police Station $2,500,000
City of Santa Clara Magical Bridge All-Inclusive Playground in Central Park $800,000 City of South San Francisco Linden Park Project $3,200,000 Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 5

CLIENT SERVICE TEAM
County of San Mateo Union Community Alliance $1,500,000 City of Tustin Centennial Park Rehab Project $4,800,000 Discovery Cube Los
Angeles Sustainability Park Project $5,000,000
Discovery Cube Orange
County Santiago Creek Sustainability Park $10,000,000
Imperial County Lithium Valley Specific Plan and PEIR $5,000,000 Land Conservancy of San
Luis Obispo County Camatta Ranch Preservation $2,500,000 North Orange County Public
Safety Task Force
Servicing the Public Safety Collaborative efforts within the cities of Anaheim, Brea, Buena Park, Fullerton, La
Habra, Stanton, and Placentia
$8,000,000
Oakland Museum of
California
Calli Americas Poster Collection Digitizing and
Cataloguing Project $250,000
Port of Hueneme eCrane - Electrical Crane Plug-In Infrastructure $5,000,000 Tri-Valley Cities Coalition Valley Link Rail Project (Environmental Study and Preliminary Engineering) $5,000,000
TOTAL FY 2022-23 STATE BUDGET EARMARKS: $200,950,000
FY 2021-22 STATE BUDGET EARMARKS
Client Name Project Amount Awarded
City of Costa Mesa Regional Fire and Rescue Facility Improvements $2,500,000 City of Del Mar Del Mar Fairgrounds Operating Shortfall $3,500,000 City of Emeryville Affordable Housing Site Remediation $2,500,000 City of Farmersville Fire Engine Acquisition $750,000
City of Fremont Mission Blvd Interchange Modernization Project $7,200,000 City of Fullerton
Hunt Library Restoration $2,750,000
Homelessness Recuperative Center $4,000,000
City of Half Moon Bay Carter Park Renovation Project $4,750,000 City of Hayward Hayward Navigation Center $662,000
South Hayward Youth Family Center Project $1,000,000
City of Irvine Bommer Canyon Fire Prevention Efforts $1,000,000 City of Lafayette Safe Pathway for Children Trail $238,000 City of Modesto Infrastructure Improvements to County Islands $5,000,000 City of Oakland
Oakland Fund for Public Innovation for the
California Entrepreneurship Capital in the
Community Initiative
$8,000,000
Local Jurisdiction Assistance for Cannabis Equity
Program
$9,905,020
Oakland MACRO Project $10,000,000
Port of Oakland Freight and Passenger
Infrastructure Enhancements
$280,000,000
City of Pismo Beach Public Safety Communications Equipment $470,000 City of Reedley Olson/Kings River Sewer Main Replacement $2,800,000 City of San Leandro Memorial Park Rehabilitation Project $2,750,000 City of San Pablo Alternative Policing and Mental Health Program $2,000,000 City of Santa Ana Youth Facilities Improvements $4,000,000 Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 6

CLIENT SERVICE TEAM
City of South San Francisco Vehicle License Fee Adjustment $3,000,000 City of Tracy Multi-Generational Recreation Center $5,000,000 City of Tustin New Emergency Backup Generator $1,500,000 Discovery Science
Foundation
Discovery Cube of Orange County Re-Opening
Operating Expenses
$2,040,000
Discovery Cube of Los Angeles Re-opening
Operating Expenses
$2,600,000
North Orange County Public
Safety Task Force
North Orange County Public Safety and
Homelessness Task Force Program Extension
$7,800,000
TOTAL FY 2021-22 STATE BUDGET EARMARKS $377,715,020
FY 2019-20 STATE BUDGET EARMARKS
Client Name Project Amount Awarded
City of Agoura Hills Stormwater Treatment Project $1,000,000 City of Avalon Underground Fuel Tank Removal and Replacement $500,000 City of Buena Park Historical Facilities Renovations $500,000 City of Costa Mesa Lions Community Park $1,000,000
City of Dinuba Water Well Replacement $1,000,000
City of Huntington Beach Multi-Use Blufftop Path $1,700,000 City of Laguna Beach Laguna Canyon Road Fuel Modification $1,000,000 City of Oakland Public Safety Projects $4,000,000
Bus Services $1,000,000
City of Selma Storm Drain, Storage, and Recharge $1,500,000 Discovery Cube of
Los Angeles Natural Resources Pavilion $5,000,000
Discovery Cube of
Orange County Property Acquisition/Parking Structure $10,000,0000 East Contra Costa Fire
Protection District
Equipment, Vehicles, and FacilitiesAcquisitions
and Improvements $500,000
North County Transit District Del Mar Bluffs Stabilization Project $6,130,000 Tri Valley Cities Coalition Dublin Sports Grounds All-Abilities Playground $1,400,000 TOTAL FY 2019-20 STATE BUDGET EARMARKS $36,230,000

CUMULATIVE TOTAL STATE BUDGET EARMARKS
FOR FY 2019-20, FY 2021-22, AND FY 2022-23:
$614,895,020
Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 7

CLIENT SERVICE TEAM
FY 2023 FEDERAL APPROPRIATIONS EARMARKS
Client Project Amount Awarded
City of Avalon Pebbly Beach Road $2,000,000
Affordable Community
Living Veteran Housing Project $1,000,000
City of Berkeley Martin Luther King Junior Youth Services Center Renovation $750,000
City of Del Mar Shoreline Access Improvement Project $750,000 Discovery Cube Los
Angeles Community Pavilion and Gardens $2,000,000
Discovery Cube Orange
County Santiago Creek Festival Grounds Sustainability Park $2,000,000 City of Dinuba Well 21 $1,500,000
City of Emeryville Intergenerational Affordable Housing Project on San Pablo Avenue $500,000
City of Gardena Rosecrans Community Center $1,000,000
Guadalupe Union School
District Early Childhood Education Center $2,000,000
City of Half Moon Bay Highway 1/ Frenchman Creek Intersection and Bike/Ped Improvements $2,000,000
City of Hesperia Cedar Street $2,000,000
City of Lafayette School Street Safe Routes to Schools $3,100,000 Merced County Association
of Governments YARTS Fleet Replacement Project $3,680,000 City of Murrieta Keller Ave Interchange $2,600,000
North Orange County Public
Safety Collaborative Collaborative Funding $5,000,000
City of Oakland Coliseum Place Affordable Housing Project $750,000 City of Oakland Procedural Justice/Community Police Trust $646,000 City of Oakland Lincoln Center Resilience Hub $2,000,000 Orange County Housing
Finance Trust
Funding to Support Permanent Supportive and LowIncome Housing $3,000,000 City of Ontario Active Seniors on the Go $439,094
City of Pleasanton PFAS Treatment and Well Rehabilitation Project $2,000,000 City of Palmdale Ave. M Grade Separation Project $2,000,000 City of Palmdale Ave. M Grade Separation Project $1,500,000 City of Parlier Police Station Rehabilitation and Improvements $875,000 Rancho Santiago
Community College District
Workforce Development Pathways Targeting Dislocated
and At-Risk Populations $2,000,000
City of Santa Clara Fire Station Microgrid Project $500,000 City of Santa Clara Anna Drive Neighborhood Flood Protection Project $3,000,000 City of South El Monte Merced Avenue Greenway Project $3,000,000 Sunline Transit Agency Fueling Infrastructure Expansion $2,500,000 City of Tulare Water Delivery System $500,000
City of Tulare Emergency Homeless Shelter $1,500,000
Yorba Linda Water District Green Crest Lift Station $300,000 Yosemite Community
College District
Modesto Junior College Regional Fire Training Facility
Apparatuses and Props $2,000,000
TOTAL FY 2023 FEDERAL APPROPRIATIONS EARMARKS $60,390,094 Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 8

CLIENT SERVICE TEAM
FY 2022 FEDERAL APPROPRIATIONS EARMAKRS
Client Name Project Amount Awarded
Amity Foundation Mother's Hub Residence $2,838,521
Cities of Anaheim, Brea, Buena
Park, Fullerton, Stanton,
Placentia
North Orange County Public Safety and
Homelessness Task Force $5,000,000
Cities of Dublin, Livermore, and
Pleasanton AXIS Mental Health Urgent Care $450,000
City of Agoura Hills Community Center $1,000,000
City of Beaumont Pennsylvania Avenue Widening $1,500,000 City of Berkeley African American Holistic Resource Center $1,000,000 City of Brea Tracks at Brea Extension $2,000,000
City of Chino Hills Open Space Fuel Reduction $565,000
City of El Monte MacLaren Community Park Project $1,500,000 City of Emeryville Contaminated Remediation for Housing $2,000,000 City of Hesperia Maple Avenue Street Improvements $2,000,000 City of Huntington Beach Sand Mitigation $15,500,000
Mobile Crisis Response Program $500,000
City of Murrieta Homeless Outreach Services Funding $500,000 City of Oakland
Mental Health Resilience Project $1,230,000
Mental Health Resilience Project $734,000
Broadway - Bus and Pedestrian Safety $2,000,000
Violence Prevention Project $200,000
City of Placentia Golden Avenue Bridge $2,200,000
City of San Ramon Iron Horse Trail Crow Canyon Road Iron Horse Trail Bicycle-Pedestrian Overcrossing $2,000,000
City of Santa Clara City of Santa Clara De La Cruz Blvd, Lick Mill Blvd, and Scott Blvd Bicycle Projects $2,725,000
City of Stanton Orangewood Parkette $850,000
Discovery Cube of
Orange County
Land Acquisition and Development for Sustainability
Festival $2,000,000
East Contra Costa Fire
Protection District Fire Station $1,500,000
Guadalupe Union School District LeRoy Park $1,700,000
North County Transit District Hydrogen Fuel Cell Electric Bus Station $1,717,836 Rancho Santiago Community
College District RSCCD Digital Access Consortium $2,000,000 Town of Danville
Danville Townwide Traffic Signal Modernization $1,000,000 Iron Horse Trail Bridge, Nature Park, and Pedestrian
Safety Project $350,000
Yorba Linda Water District Heli-Hydrant $500,000
TOTAL FY 2022 FEDERAL APPROPRIATIONS EARMARKS $59,060,357

TOTAL FEDERAL APPROPRIATIONS EARMARKS
FOR FY 2022 and FY 2023:
$119,390,451
Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 9

CLIENT SERVICE TEAM

GRANT FUNDING ACHIEVEMENTS
This table provides an overview of our grant funding achievements on behalf of our clients from state, federal, and local government agencies as well as private and nonprofit grant programs.

These amounts represent grants secured through a competitive and/or legislative process and do NOT include any funds awarded to clients via formulas or related forms of funding entitlements.

Policy Sector State Funding Federal Funding All Sources Water and Sanitation $128.9 Million $12.9 Million $141.8 Million Transportation $619.2 Million $188.3 Million $807.5 Million Education $253.1 Million $49.9 Million $303.0 Million
Parks and Recreation $255.4 Million $30.1 Million $285.5 Million Cultural Resources $139.7 Million $14.2 Million $154.0 Million Housing and
Development $719.2 Million $26.7 Million $745.9 Million Public Safety $138.7 Million $79.0 Million $217.8 Million TOTAL $2.254 Billion $401.4 Million $2.655 Billion
A DETAILED 20-PAGE SCHEDULE OF OUR STATE, FEDERAL, AND LOCAL GRANT

FUNDING ACHIEVEMENTS CAN BE PROVIDED UPON REQUEST
Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 10

CLIENT SERVICE TEAM

PROFESSIONALS
With a team of 15 registered funding advocates and grant writers, TPA has the breadth and depth of experience AND the ability to deploy as many advocates as needed to maximize success for the City while minimizing the burden on City staff. TPA proposes a dedicated team of five people to perform grant writing and funding advocacy services.

Christopher Townsend
President
Role: Managing Principal/Senior Strategic Advisor
Alex Gibbs
Grants Manager
Role: Grant Writer/Funding Advocate
Ben Goldeen
Federal Advocacy Manager
Role: Grant Writer/Funding Advocate
Andres Ramirez
Senior Associate
Role: Grant Writer/Funding Advocate
Sammi Maciel
Associate
Role: Grant Writer/Funding Advocate
Resumes for each member of the client service team can be found on the following pages.

Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 11

CLIENT SERVICE TEAM
Christopher Townsend, President: Christopher founded TPA in 1998 and has 40 years of experience in public affairs, legislative advocacy, and grant writing. Christopher and TPA have represented over 315 clients, including 250 local public agencies, such as cities, counties, transportation agencies, water and sanitation districts, elementary and secondary school districts, community college districts, park and recreation districts, and other special districts, as well as nonprofit organizations.

Townsend Public Affairs, Inc.

President 1998-Present
Christopher provides leadership to a team of 15 advocates and grant writers while managing the development and implementation of strategies for the agendas of each client. His achievements include:
• Under Christopher’s leadership, TPA has become one of the most successful advocacy firms in California (and is continually recognized as a “top ten” firm registered with the California Secretary of State) while still providing the personalized attention and focus of a small boutique firm.
• Under Christopher’s leadership, TPA has shepherded over 100 legislative and regulatory proposals into law over a wide range of policy areas, including local governance, water and sanitation, transportation, housing and economic development, parks and natural resources, historical and cultural resources, elementary and secondary education, higher education, and public safety. The bipartisan capabilities of the firm are evidenced by legislative and funding successes over the tenure of several federal and state administrations, including: President Bill Clinton, George W. Bush, Barack Obama, Donald Trump, and Governors Pete Wilson, Gray Davis, Arnold Schwarzenegger, Jerry Brown, and Gavin Newsom.
• Christopher and his team have secured over $2.6 billion in local, regional, state, and federal government grants as well as private and nonprofit grants for a multitude of legacy projects in the policy sectors of water and sanitation, transportation, education, housing and economic development, parks and natural resources, historical and cultural resources, and public safety.
• Maintains close bi-partisan relationships with several members of the California Congressional delegation, including Senators Feinstein and Padilla, and Representatives Torres, Lowenthal, Porter, Levin, Correa, Lee, Swalwell, Napolitano, Garamendi, Carbajal, DeSaulnier, Sanchez, Lieu, Harder, Calvert, Garcia, Steel, and Kim. • Christopher and TPA have participated in the development and implementation of several California bond propositions for the statewide ballot to provide capital funding for major infrastructure projects, including water and sanitation, transportation, education, housing and economic development, parks and natural resources, and historical and cultural resources, including Propositions 1, 1B, 1C, 1D, 1E, 12, 13, 14, 40, 47, 50, 55, 68 and 84.

Most recently, Christopher worked closely with the State Legislature and the Governor’s office on the drafting of SB 5 (De Leon), which authorized a $4 billion park bond that was approved on the November 2018 statewide ballot as Proposition 68.

Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 12

CLIENT SERVICE TEAM
• In 1999, Christopher was appointed by Assembly Speaker Antonio Villaraigosa to serve on the Speaker’s Commission on State and Local Government Finance. • In 1997, Christopher was appointed by Assembly Speaker Cruz Bustamante to serve on the California Film Commission.

PepsiCo/Taco Bell Corp., Irvine, CA
Senior Director, Government & Community Affairs 1992-1998 Christopher managed and directed government and media relations, crisis management, internal communications, and marketing publicity. Christopher also managed the political action committee for state and federal political races. Additionally, Christopher managed community relations initiatives, corporate philanthropy, and the Taco Bell Foundation.

Stein-Brief Group, Inc., Dana Point, CA
Vice President, Public Affairs 1982-1992
Christopher directed government, community, and media relations at the level, state, and federal levels, including the management of all political, civic, charitable, and cultural activities.

Christopher provided land-use planning and entitlement process analysis for domestic and international projects. Christopher also managed activities with numerous state and federal agencies to ensure compliance with all applicable laws and regulations governing land use.

Finally, Christopher created and directed a political action committee that supported various local, state, and federal candidates and ballot initiatives.

JFK School of Government, Harvard University, Cambridge, MA Master of Public Administration 1991
Claremont McKenna College, Claremont, CA
Bachelor of Arts, Political Science, Magna cum Laude, Political Science Honors Prize 1982 Coro Fellow
Southern California 1981
Harry S Truman Scholar
California 1980
Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 13

CLIENT SERVICE TEAM
Alex Gibbs, Grant Manager: Alex brings 11 years of public policy and legislative advocacy experience to TPA. Alex has four years of experience working for the State Legislature analyzing researching, writing, and shepherding bills through the legislative process. Alex has also secured significant grant funding for clients throughout California. Alex has expertise in the policy sectors of parks and recreation, local governance, public safety, transportation, cap and trade, and labor relations.

Townsend Public Affairs, Inc.

Grants Manager 2014-Present
During his tenure at TPA, Alex has been responsible for securing millions in competitive grant funds at the private, state, and federal levels for local public agency clients. In addition to his expertise on parks and recreation, transportation, and public safety, Alex has a strong network of relationships with State Legislators and key staff, as well as various state departments and agencies. Some of his accomplishments include:
• Alex worked with the City of San Leandro staff to secure $4,540,922 in grant funding from the Building Forward Library Infrastructure Program administered by the California State Library to upgrade multiple libraries throughout the City. Alex tailored the grant application’s message and narrative, as well as worked with City Staff to create a project budget and timeline that would ensure competitiveness. Alex also utilized advocacy strategies that leveraged the City’s strengths during the grant review process to ensure project success.
• Alex worked closely with the City of Oakland staff to secure $10,801,183 in grant funding from the Clean CA Local Grant Program. Alex leveraged relationships with the California Department of Transportation and the City’s legislative delegation to successfully advocate for two funded projects. This funding helped the City of Oakland conduct the Courtland Creek Restoration Project, as well as the Oakland Mini Parks Beautification Project, both of which provided significant remediation and beautification of public resources for local residents.
• Alex led a team of Kern County staff through the application process to secure $6,515,000 in grant funding from the Prop 68 Statewide Parks Program (Round 4). This funded the South Kern Lamont Park Project which provided much needed renovations to an existing park in the community of Lamont, despite grant program guidelines which provided preferences for the construction of new parks.
• Alex collaborated with state Natural Resources Agency staff to secure a $3,086,000 Urban Greening Grant for the Desert Recreation District. This funded the construction of a new park and sports complex in unincorporated Riverside County. Alex then continued to work with the District on grant administration, ensuring the client was able to see the completion of their legacy project, that had been years in the making. • Alex worked jointly with the City of South San Francisco to secure a $868,000 grant from the Active Transportation Program (ATP). Alex leveraged relationships with the California Department of Transportation and coordinated among local business stakeholders and school officials to craft a competitive grant application to the statewide ATP. This funding Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 14

CLIENT SERVICE TEAM
helped the City with their Linden and Spruce Avenue Traffic Calming Improvement Project to construct major traffic calming improvements to ensure bike and pedestrian safety at crucial intersections to residential and commercial neighborhoods. • Alex collaborated with state and federal Land and Water Conservation Fund staff to secure a $750,000 grant for the City of Imperial. This funded the construction of a 300 plus acre regional park and equestrian center. Alex then continued to work with the City on grant administration, ensuring the client was given the appropriate time to meet deadlines and retain their funding.
• Alex worked in concert with the City of South San Francisco to secure a $658,000 grant from the San Mateo County Transportation Authority’s Measure A Pedestrian and Bicycle Program. Alex leveraged relationships with stakeholders in the County to ensure that the City received the funding needed for their Sunshine Gardens Project, including major traffic-calming improvements on streets frequented by students walking and riding bicycles.
• Alex worked closely with City of Novato staff to secure a $220,500 grant from the Food Waste Recovery program at CalRecycle. This funded a local food waste recovery effort in Marin County that allowed the City of Novato to partner with local non-profits and ensure that good food, that otherwise would go to waste, reached food banks and vulnerable residents.
• Alex has developed broad expertise with respect to public safety policy and funding. In conjunction with local stakeholders, Alex has worked successfully on a variety of public safety issues that affect local public agencies in California, including the fight against the trafficking and exploitation of minors, as well as the protection of local control regarding the manufacturing of medicinal cannabis products.

California State Senate
Legislative Aide 2012-2014
Alex worked as a member of the Eighth Senate District’s legislative team representing San Francisco and San Mateo Counties. Alex’s primary responsibilities included monitoring, reviewing, and making recommendations on legislation passing through the Senator’s committee’s as well as bills of interest to the District. Alex annually carried a bill package through the legislative process and assisted with problem bills that required more support. Alex consistently had one of the highest numbers of bills signed into law of any senate staffer.

University of San Francisco, CA
Bachelor of Arts, Politics 2011
Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 15

CLIENT SERVICE TEAM
Ben Goldeen, Federal Advocacy Manager: Ben brings 12 years of federal legislative, funding, and public policy experience. Ben has experience managing legislative activity, including bill analysis, research, and drafting particularly for federal funding opportunities. Ben has expertise in several policy sectors including water resources, healthcare, housing, environmental hazards, agriculture, foreign affairs, and resources for veterans.

Townsend Public Affairs, Inc.

Federal Advocacy Manager 2021-Present
Since joining TPA, Ben keeps clients informed of significant actions and pertinent developments in the federal government and strategizes on ways in which to influence and enact changes in Washington, DC that have concrete results for clients. Some of Ben’s accomplishments include:
• Through the FY 2023 federal appropriations process, Ben worked with the City of Palmdale to secure two federal earmarks totaling $3.5 million for the City’s transportation and infrastructure priorities. Ben helped develop and submit a compelling request and utilized strategic advocacy to ensure the City’s funding success. • Ben helped secure $439,094 in FY 2023 federal community project funding for the City of Ontario’s Active Seniors On the Go Program. The program will provide seniors access to recreational activities that foster health and well-being. • Ben’s nearly seven years working for members of California’s Congressional Delegation has led to an extensive network of relationships both on Capitol Hill and within federal agencies. His understanding of the regional and political dynamics of the California Congressional delegation and their interactions with other members of the House and Senate are important to successfully advocating for California-based clients. • Ben has first-hand knowledge of the current federal appropriations process, including community project funding requests. This process differs from the pre-2011 earmark process and an understanding of the need to balance transparency and politics to submit a competitive request is key. Ben has utilized his experience to successfully assist clients secure millions of dollars’ worth of earmarks.
• Ben has identified new and previously-underutilized federal grants for the benefit of TPA clients. He has leveraged his relationships with key grant officials at various federal agencies to ascertain their specific priorities and buzz words required for successful grant applications. Ben then leverages that information to help TPA federal clients develop and submit more competitive federal grant applications and then provide more effective tailored advocacy to secure funding awards.
• Ben leveraged his extensive policy knowledge and utilized key relationships in the President’s Administration and Congress to authorize over $40 million for TPA clients through the 2022 Water Resources Development Act (WRDA). The funding will help TPA clients invest in water resources and build more resilient communities. • Ben helped secure the authorization of $30 million for California Maritime Centers of Excellence through the 2022 National Defense Authorization Act (NDAA).

Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 16

CLIENT SERVICE TEAM
US House of Representatives, Office of Rep. Jim Costa (CA-16) Legislative Director, Senior Policy Advisor, Legislative Assistant 2016-2021 As Legislative Director Ben developed and implemented a diverse legislative strategy ranging from transportation projects to health care, water resources, agriculture, nutrition and more. Ben updated and advised the Congressman on the latest happenings in Congress and the Administration in order to successfully advance priorities. Ben directly managed a portfolio of water resources, agriculture, trade, federal budgeting, and appropriations while overseeing the entire legislative program. Prior to serving as Legislative Director Ben served as Senior Policy Advisor and Legislative Assistant, demonstrating expertise in housing, veterans’ affairs, financial services, health care, foreign affairs, intelligence, defense, and labor issues.

Maryland State Senate, Prince George’s County Senate Delegation Legislative Director 2016
Ben managed the legislative priorities of the County’s Senate delegation, successfully steering to passage dozens of bills related to local matters.

US House of Representatives, Office of Rep. Dennis Cardoza (CA-18) Legislative and Press Assistant, Legislative Correspondent, Staff Assistant 2010-2013 Ben advised the Congressman on a diverse range of legislative issues. In addition Ben composed, documented, and tracked office correspondence, drafted memoranda, reports, and other informational documents for Representative Cardoza and senior staff that informed legislative positions. Ben coordinated with California government, local governments, community leaders, and industry experts to address constituent problems. Ben also received and documented messages, queries, and complaints from constituents, and categorized and assigned responses to constituent mail.

Boston College
Bachelor of Arts, Political Science and Latin American Studies 2010 University of Pennsylvania
Certificate in Community Development and Growth 2015
Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 17

CLIENT SERVICE TEAM
Andres Ramirez, Senior Associate: Andres brings an array of knowledge, experiences, and deep connections to TPA. His work focuses on policy analysis and the unique effects that bills have on clients, shepherding bills through the legislative process, securing substantive amendments on legislation that threatens his clients’ operations or priorities, and securing direct fiscal allocations through the State Budget and Federal Appropriations process. He works with both individual clients and coalition clients. Andres has significant state legislative experience in the policy sectors of energy and broadband, local governance, water, and cannabis. He also had state legislative experience in housing and transportation.

Townsend Public Affairs, Inc.

Senior Associate 2019-Present
Since joining TPA, Andres has worked in the California political arena to vigilantly track, analyze, craft strategic plans, and impact legislation and administrative regulations that will directly affect his clients.
• Andres provides expert analysis and feedback on a variety of policy issues for his clients.

He successfully advocates utilizing multiple touch points, which includes crafting letters and official correspondence to bring client concerns to the attention of decision makers in Sacramento and DC, constantly being present and vocal in the halls of the Capitol – whether in committee hearings or in Legislative meetings, and by utilizing his connections with key Legislators, Capitol Staff, State Agencies and Departments, and various other stakeholders.
• Andres enjoys leveraging his colleagues at TPA, all of whom bring diverse backgrounds and experiences. Utilizing a team approach to lobbying has proven successful in helping clients better navigate the complexities of the California/Washington DC political landscapes and their robust legislative and budget processes. Andres takes pride in the close relationships he maintains with his clients and ensures that he fully understands the intricacies of their unique perspectives and needs – enabling his clients to have successful outcomes in the political arena.
• Throughout his tenure at the firm, Andres has successfully secured over $59 million in direct State Budget allocations for his clients. He has worked closely with the Governor’s Administration, Senators, Assembly Members, Budget Committees, and other key stakeholders to deliver the capital needed for his clients’ priority projects. These budget funds have enabled the development of major bridge and road infrastructure, city facilities, critical housing and homelessness programs, police and fire station construction/repair, and more. He has also successfully secured tens of millions of dollars in direct Federal Appropriations allocations for his clients.
• Andres worked with the City of Fremont to secure $7.2 million for their i-680/Mission Boulevard Interchange Modernization Project. This allocation was critical to ensure traffic and pedestrian safety in one of the most dangerous overpasses in the East Bay Area. • Andres worked with the City of Farmersville to secure $7 million for the construction of a new fire station.

Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 18

CLIENT SERVICE TEAM
• Andres worked with the Tri-Valley Cities Coalition to secure $5 million for the Valley Link Rail Project – environmental study and preliminary engineering. • Andres worked with the City of Oakland to secure $5 million for the Teacher’s Rooted in Oakland (TRiO) program, enabling educators to live within their district and providing critical cost of living stipends.
• In the Legislative arena, Andres was an instrumental part of championing legislative proposals which were signed by the Governor that increased county revenue in order to build out more efficient transportation infrastructure and reduce regional traffic. • Andres worked to secure critical amendments in AB 1737 (Holden), exempting cities from a number of onerous and costly requirements related to the operations of daycamps. His work to amend the bill ensured that municipally run or contracted camps could remain open and affordable.
• Andres was able to amend SB 379 (Wiener) by adding provisions that would remove liabilities on cities and counties when they utilize an online, automated platform for issuing permits and conducting inspections related to solar energy systems. • Andres has worked on the successful election campaign for a California State Senate Majority Leader and has experience working in both Capitol and District Legislative offices.

Through his past work, he has gained valuable legislative experience – discussing and explaining major California policy issues with stakeholders, developing and conducting policy projects, and working closely with Elected officials and policy consultants. Prior to joining TPA full time, Andres worked as an intern at the TPA State Capitol office in Sacramento, where he laid a solid framework for his career in government relations.

Andres is an Executive Board Member for the California Latino Capitol Association Foundation, where he serves as Lobbyist-Liaison. In this role, he serves as a linchpin to the Foundation, by maintaining close relations with other Lobbyists, Trade Organizations, Non-Profits, Private Companies, and Legislators. He also leads efforts to expand the organization’s reach by spearheading fundraising and networking.

University of California Los Angeles

Bachelor of Arts in Political Science 2019
Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 19

CLIENT SERVICE TEAM
Sammi Maciel, Associate: Sammi brings five years of federal legislative, funding, and public policy experience. Sammi has experience managing legislative activity, including bill analysis, research, and drafting particularly for federal funding opportunities. Sammi has expertise in several policy sectors including local governance, transportation, broadband, energy, and cultural resources.

Townsend Public Affairs, Inc.

Associate 2021-Present
Since joining TPA, Sammi keeps clients informed of significant actions and pertinent developments in the federal government and strategizes ways in which to influence and enact changes in Washington, DC that have concrete results for clients. Some of Sammi’s experience include:
• In FY 2023, Sammi worked with the City of Half Moon Bay to secure a $2 million earmark for the City’s Highway 1-Frenchman Creek Intersection and Bike/Pedestrian Improvement project. Sammi assisted in developing and submitting the project for consideration, as well as leveraged her extensive federal relationships to ensure success. • Sammi’s four years of experience working for two California Senators has led to an extensive network of relationships both on Capitol Hill and within federal agencies. Her understanding of the regional and political dynamics of the California Congressional delegation and their interactions with other members of the Senate and House are important to successfully advocating for California-based clients. • Sammi has first-hand knowledge of the current federal appropriations process, including community project funding requests. This process differs from the pre-2011 earmark process and an understanding of the need to balance transparency and politics to submit a competitive request is key. Sammi has utilized her experience to successfully assist clients secure millions of dollars’ worth of earmarks.
• Sammi has identified new and previously-underutilized federal grants for the benefit of TPA clients. She has leveraged her relationships with key grant officials at various federal agencies to ascertain their specific priorities and buzz words required for successful grant applications. Sammi then leverages that information to help TPA federal clients develop and submit more competitive federal grant applications and then provide more effective tailored advocacy to secure funding awards.

US Senate, Office of Senator Kamala Harris (CA)
Field Representative 2019-2021
Sammi represented a 30-county region on behalf of Senator Harris, attending events, hosting meetings, and facilitating outreach to constituents. She tracked key issues, facilitated rapid response, and built an extensive network of relationships with local elected officials and advocacy groups within her 30-county region. Additionally, Sammi drafted letters of support on behalf of her 30-county region addressed to numerous federal agencies, requesting funding for key projects in the region.

Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 20

CLIENT SERVICE TEAM
US Senate, Office of Senator Dianne Feinstein (CA)
Legislative Intern Summer of 2017
As a legislative intern with Senator Dianne Feinstein’s office, Sammi researched and drafted memos for state field representatives regarding state legislature bills in the policy areas of transportation and water infrastructure, cannabis, and sanctuary cities.

Dominican University of California
Bachelor of Arts, Political Science 2017
Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 21

GRANT WRITING & FUNDING ADVOCACY SCOPE OF SERVICES
TPA will utilize the following strategic and comprehensive approach to provide grant writing and funding advocacy services to the City:
• Conduct Detailed Orientation: TPA utilizes a comprehensive onboarding process that includes extensive meetings with various relevant members of City leadership and key City departments to help develop a strategic plan that is carefully tailored to satisfy the needs of the City, as well as designed for maximum success in the current political climate and funding environment.
• Craft Strategic Funding Plan: Utilizing the information gathered during the onboarding process, TPA will coordinate with the City to develop a proactive and comprehensive strategic funding plan that serves the needs of the City’s priorities. The plan will do more than simply identify City projects; it will outline and prioritize multiple funding options for each project and develop a specific plan of work tailored for each project. It will also identify key “strings attached” to help assess the cost/benefit ratio for each grant opportunity. • Identify, Research, and Monitor Grant Funding Opportunities: TPA will utilize list-serve subscription programs, funding workshops, agency canvassing, and other networking tactics to ensure every potential opportunity is identified and reviewed for relevance with the City’s projects. TPA will then share these opportunities with the City for further assessment and determination if a grant application is warranted. The City will also receive a grant matrix of funding programs that is updated regularly as new opportunities arise. • Community Outreach: TPA will assist the City with community outreach required for grant applications by ensuring the City is aware of specific requirements, help develop materials that capture all elements required by the grant, and compile the data following the outreach to include in the application.
• Grant Application Development and Submittal: TPA will develop, draft, submit, and follow up on each City grant application through the following process:
o Establishment of Clear Accountabilities: TPA will coordinate with the City to ensure the assignment of responsibilities and tasks are made clear so that confusion and inefficiency are avoided, and the City is burdened as little as possible while TPA pursues a grant opportunity.
o Provide Overview of Full Application Requirements: For each grant application, TPA will provide the City with a detailed overview of the requirements for the grant program and corresponding application to ensure that the program is a strong fit for the City’s project. This will include:
 Application timeline
 Eligible project types
 Funding availability and award maximum and minimums
 List of application components, including proposal questions and any required attachments
Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 22

SCOPE OF SERVICES
o Assemble Project Background and Details: TPA will conduct a detailed informational interview with City staff most involved with each project in order to gain a full understanding of the project background and scope details necessary for developing the grant proposal and addressing all application questions. o Coordinate Technical Project Details: For technical application components such as site plans, detailed cost estimates, project timelines, engineering plans, and costbenefit analyses, TPA will coordinate with City staff to compile all necessary attachments and ensure consistency across all elements of the application. o Draft Written Proposal: TPA will fully draft all narrative components of the application and, when applicable, will indicate where additional input or project detail from the City could be provided during the proposal review process.
o Incorporate Feedback to Finalize Proposal: Well ahead of the application deadline, TPA will provide the City with a full draft for review and feedback. TPA will incorporate any additional details or revisions provided during this process to finalize the grant application and will obtain City approval for the final version of the application prior to submission.
o Submit Completed Application: TPA will ensure that applications are submitted prior to the deadline, whether the submission is electronic or through hard copies, in accordance with submission instructions for each individual program. For hard copy submissions, TPA will print and package applications according to submission instructions and will ship applications through a reliable carrier service such as FedEx in order to provide the City with tracking and delivery confirmation for the application.

TPA will also obtain a receipt for proof of submission and provide the City with a final copy of all submitted application documents.
o Funding Advocacy: Throughout grant application process TPA will leverage relationships with relevant officials and program officers in various state and federal funding agencies to ensure that City grant applications are aligned with the goals of the specific grant program and that the applications are well-crafted and wellpositioned for funding. o State Budget Funding Opportunities: In an effort to maximize state funding, TPA will work with the City to identify projects and other funding priorities that may be suitable for funding through the State Budget. TPA will coordinate with the City to develop supporting materials for the budget request. TPA will also work with members of the City’s state legislative delegation, along with the Assembly and Senate Budget Committees, to gain support for the inclusion of the City’s project in the final State Budget approved by the Legislature.
o Federal Earmark Opportunities: In an effort to maximize federal funding, TPA will work with the City to identify projects and other funding priorities that may be suitable for funding through the Federal Earmark process. TPA will coordinate with the City to develop supporting materials for the earmark request. TPA will also work with members of the City’s federal legislative delegation to gain support for the inclusion of the City’s project.

Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 23

SCOPE OF SERVICES
• Post-Grant Submittal Advocacy: TPA will frequently contact legislators and agency officials to follow up on the status of a grant application and promote its need and urgency. This will include drafting letters of support after grant submissions and distributing them to legislators for their consideration. In addition, TPA will work with legislators to reach out to individual granting agencies to provide background on City’s projects and convey their support for those projects.
• Post-Award Grant Administration and Compliance: TPA will also assist, as needed, with post-award administration and compliance for all grant applications submitted by TPA on behalf of the City. This assistance will include interacting with granting agencies on behalf of the City, providing support for the drafting and submission of required reports, evaluations, and other tasks related to the successful monitoring of and compliance with the program requirements.
• Comprehensive Follow-Up on Unsuccessful Applications: Despite all best efforts, some grant applications are not selected for funding. In those instances where grant applications are unsuccessful, TPA will work with the relevant state and federal funding agencies to set up in-person or telephone debriefing sessions to discuss the grant applications and how to best revise the grant applications for the next funding round to ensure success. • Provide Monthly Progress Reports: TPA will confer regularly with the City on our activities.

TPA will provide timely electronic monthly reports on the status of all funding activity, such current funding opportunities, current applications, submitted applications, and post-grant submittal advocacy. In addition to written reports, TPA will be available to the City for conference calls, in-person briefings, and meetings.

Proposal for Grant Writing & Funding Advocacy Services | City of Mendota Page 24

FEE SCHEDULE
ALL-INCLUSIVE RETAINER:

DESCRIPTION OF SERVICES MONTHLY FEE
Grant Writing & Funding Advocacy Services $5,000*
• Conduct Detailed Orientation Included
• Craft Strategic Funding Plan Included
• Identify, Research, and Monitor Grant Funding Opportunities Included • Grant Application Development and Submittal Included
• Establishment of Clear Accountabilities Included
• Provide Overview of Full Applications Requirements Included • Assemble Project Background and Details Included
• Coordinate Technical Project Details Included
• Draft Written Proposal Included
• Incorporate Feedback to Finalize Proposal Included
• Submit Completed Application Included
• Funding Advocacy Included
• State Budget Funding Opportunities Included
• Federal Earmark Opportunities Included
• Post-Grant Submittal Advocacy Included
• Post-Award Grant Administration and Compliance Included • Comprehensive Follow-Up on Unsuccessful Applications Included *The monthly fee includes all reasonable business and travel expenses 1 AGENDA ITEM – STAFF REPORT
TO: HONORABLE MAYOR AND COUNCILMEMBERS
FROM: MICHAEL OSBORN, CITY ENGINER
VIA: CRISTIAN GONZALEZ, CITY MANAGER
SUBJECT: STREET PROJECT LIST PROPOSED FOR SB1 (RMRA) FUNDING AND OVERALL PAVEMENT

MANAGEMENT GOALS
DATE: MAY 9, 2023
ISSUE
Next month, the City Council will need to approve a resolution adopting the list of street projects proposed for Fiscal Year 2023-2024 SB1 (RMRA) funding and staff is also setting budget priorities for overall management of the city streets and preparing for upcoming calls for applications for Federal funding.

BACKGROUND
On April 28, 2017, the Governor signed Senate Bill 1 (“SB1”) which is known as the Road Repair and Accountability Act of 2017 and beginning on November 1, 2017, the State Controller (“Controller”) has begun to deposit various portions of this funding in the created Road Maintenance and Rehabilitation Account (“RMRA”), with a percentage of that being apportioned to the City of Mendota (“City”).

The California Transportation Commission (“CTC”) is requiring that agencies provide a list of projects that may utilize Fiscal Year 2023-24 SB1 (RMRA) funding by July 1, 2023 to receive their Fiscal Year 2023-24 RMRA fund distribution. They have informed us that the project list can include projects planned for after Fiscal Year 2023-24 and be a carry-over of the list of projects previously proposed and adopted. Mendota City Council Resolution Nos. 19-27, 20-42, 21-40 and 22-32 adopted the attached list of projects.

At the December 14, 2021 City Council meeting, the City Council directed staff to prepare construction documents for the reconstruction of the segments of Kate Street, Riofrio Street and Stamoules Street as described on the project list, combining three projects into one, the “2022 Local Street Reconstruction Project”. This project is scheduled to start construction on May 15, 2023 and will be the first use of SB1/RMRA funds by the City.

Additionally, City staff would like to begin preliminary engineering (design) for street improvements on streets eligible for Federal funding (CMAQ, STBG, etc.) Streets must have a functional classification of collector or arterial to be eligible for Federal funds; paving of unpaved alleys is also eligible for CMAQ funding.
2 ANALYSIS
The attached list of SB1/RMRA projects was prepared by staff, specifically the City Manager/ Director of Public Works and City Engineer based on the 2015 Pavement Condition Survey of downtown conducted by the Director of Public Works, targeting “red” streets and incorporating other critical areas outside of downtown.

Staff has started utilizing the new Pavement Management System program “Street Saver” to generate future projects. The second list, generated by Street Saver, provides a list of projects based on current pavement conditions and use of funding to increase the average network PCI from 35 (currently) to 60 in ten years with a budget of $2 million annually. This list is purely analytical and developed by the Street Saver program.

Additionally, to be prepared for upcoming calls for Federal funding and have competitive applications, City staff would like to identify up to one mile of unpaved alleys, collector or arterial streets to begin preliminary engineering and make these projects close to “shovel ready”.

FISCAL IMPACT
The City has received $69,306.83 in FY 17/18, $220,993.61 in FY 18/19, $213,294.23 in FY 19/20, $231,991.30 in FY 20/21, and $251,459.81 in FY 21/22 and is expected to receive $272,990 in FY 22/23 and $311,154 in FY 23/24 (approximately $1,571,190 in total of RMRA allocations). Prior to the start of the 2022 Local Street Reconstruction Project, the City had not expended any RMRA funds; the banked RMRA funds will be utilized for this project, started in FY 21/22 and with construction in May/June 2023. The total project cost is expected to be $980,000 which leaves approximately $591,200 remaining in the RMRA account for future projects.

Other local street funding sources (regular Gas Tax, LTF, Measure C, Local Sales Tax) will be utilized to deliver other projects. State grant funding opportunities are also being sought.

Federal funds available through competitive CMAQ & STBG programs are generally in the $1 million to $2 million range. Local street funding sources are recommended to be utilized for the design of these projects.

The General Fund will not be impacted by these projects.

RECOMMENDATION
Staff would like to receive direction from the City Council for additions, deletions or edits to the attached list of projects proposed to utilize Fiscal Year 2023-2024 SB1 (RMRA) funds and identify which streets eligible for Federal Funding should be prioritized for preliminary engineering design.

Attachments:

1. Exhibit “A”, FY 2023-2024 List of SB1/RMRA Projects (DRAFT)

2. Exhibit “B”, 5-year list of pavement management projects from Street Saver

3. Map of functional classifications and streets eligible for Federal Funding

4. Maps of current pavement condition index (PCI) for City street network Proposed
Project Description Location
Estimated
Start Completion Start Completion Min. Max. Project Cost Citywide Railroad
Corridor Crossing
Improvements
Improving the railroad corridor within the city by adding concrete panels to crossing, installing medians or channelizers, and reconstruction of the roadway adjacent to crossings at all three crossings within the City 1) SR33 between Bass Avenue and SR
180; 2) 9th Street between Marie St
and Naples St; and 3) W Belmont Ave
between Marie St and SR 180. May-21 Dec-23 Feb-23 Sep-23 15 50 $ 831,600 7th Street
In general, the project consists of grind and overlay of 7th Street between Stamoules Street and Rio Frio Street
7th Street from Stamoules Street to
Tule Street Sep-23 Feb-24 Jul-24 Nov-24 10 20 $ 550,000 5th Street and
Quince Street
Reconstruction
In general, the project consists of reconstruction of 5th Street from Quince Street to Derrick Avenue (State Route 33) and Quince Street from 5th Street to 6th Street, including demolition of existing asphalt and concrete pavements, Full Depth Reclamation soil-cement treatment, new HMA pavement, curbs, gutters, ramps, driveway and alley approaches, and traffic striping and markings to add two way left turn lanes, parking/bike lanes and high visibility school zone cross walks.
5th Street from Quince to Derrick
Avenue (SR 33), and Quince Street
from 5th Street to 6th Street Mar-23 Dec-23 Mar-24 May-24 15 30 $ 900,000 Fleming & McCabe
Avenue
Reconstruction
In general, the project consists of reconstruction of the two streets between Rowe Avenue and Sorensen Avenue, including demolition of existing asphalt and concrete pavements, Full Depth Reclamation soilcement treatment, new HMA pavement, curbs, gutters, ramps, driveway approaches, and traffic striping and markings to add center lane lines, parking/bike lanes and high visibility school zone cross walks.

Flemming Avenue from Rowe
Avenue to Sorensen Avenue, and
McCabe Avenue from Rowe Avenue
to Sorensen Avenue Sep-24 Feb-25 Jul-25 Nov-25 15 30 $ 700,000 Marie Street & 5th
Street
Reconstruction
In general, the project consists of reconstruction of Marie Street between Divisadero Street and 5th Street and 5th Street between Marie Street and Lolita Street, including demolition of existing asphalt and concrete pavements, Full Depth Reclamation soil-cement treatment, new HMA pavement, curbs, gutters, ramps, and traffic striping and markings to add center lane line and parking/bike lanes.

Marie Street from Divisadero Street
to 5th Street, and 5th Street from
Marie Street to Lolita Street Sep-25 Feb-26 Nov-26 15 30 $ 480,000 Naples Street
Reconstruction
In general, the project consists of reconstruction of Naples Street between 2nd Street and 8th Street, including demolition of existing asphalt and concrete pavements, storm drain inlets, manholes and pipes, Full Depth Reclamation soil-cement treatment, new HMA pavement, curbs, gutters, ramps, and traffic striping and markings to add two way left turn lanes and parking/bike lanes.

Naples Street from 2nd Street to 8th
Street Sep-25 Feb-26 Jul-26 Nov-26 15 30 $ 2,000,000
Estimated Schedule
Estim. Useful Life
(# of Yr)
Exhibit "A"
FY 2023-2024 SB1 Project List
Previously Adopted SB1 Project List with updated schedule Design & CEQA Construction
Proposed
Project Description Location
Estimated
Start Completion Start Completion Min. Max. Project Cost Estimated Schedule
Estim. Useful Life
(# of Yr)
Exhibit "A"
FY 2023-2024 SB1 Project List
Design & CEQA Construction
Rio Frio Street
Reconstruction1.

In general, the project consists of reconstruction of Rio Frio Street between 7th Street and 8th Street, including demolition of existing asphalt and concrete pavements, Full Depth Reclamation soil-cement treatment, new HMA pavement, curbs, gutters, ramps, and traffic striping and markings to add two way left turn lanes and parking/bike lanes.

Rio Frio Street from 7th Street to 8th
Street Jan-22 Jul-22 May-23 Jun-23 15 30 $ 300,000
Kate Street
Reconstruction1.

In general, the project consists of reconstruction of North Kate Street between Divisadero Street and I Street, including demolition of existing asphalt and concrete pavements, Full Depth Reclamation soil-cement treatment, new HMA pavement, curbs, gutters, ramps, and traffic striping and markings to add center lane line and parking/bike lanes.

North Kate Street between
Divisadero Street and I Street Jan-22 Jul-22 May-23 Jun-23 15 30 $ 480,000 Stamoules Street
Reconstruction1.

In general, the project consists of reconstruction of Stamoules Street between 7th Street and 9th Street, including demolition of existing asphalt and concrete pavements, Full Depth Reclamation soil-cement treatment, new HMA pavement, curbs, gutters, ramps, and traffic striping and markings to add two way left turn lanes and parking/bike lanes.

Stamoules Street from 7th Street to
9th Street Jan-22 Jul-22 May-23 Jun-23 15 30 $ 500,000
Notes:

1. These three projects are combined as the 2022 Local Street Reconstruction Project with constrution starting in May 2023 and will be removed from the list for FY 23-24. 5/3/2023
PCI current: 35 expected in 10 years: 60 State Ave: 65
Year Street Name Beg Location End Location Functional Class Estimated
Construction Cost Treatment
2023 ALLEY - 2O THIRD ST 92' N/O THIRD ST Other $ 7,498 MILL AND FILL W/ BASE REPAIR 2023 ALLEY - 4N FIFTH ST FOURTH ST Other $ 39,573 MILL AND FILL W/ BASE REPAIR 2023 ALLEY - 5J SIXTH ST DIVISADERO ST Other $ 24,613 MILL AND FILL W/ BASE REPAIR 2023 ALLEY - 5N FIFTH ST SIXTH ST Other $ 39,664 MILL AND FILL W/ BASE REPAIR 2023 ALLEY - 6N SEVENTH ST SIXTH ST Other $ 39,302 MILL AND FILL W/ BASE REPAIR 2023 ALLEY - 6Q SEVENTH ST SIXTH ST Other $ 39,302 MILL AND FILL W/ BASE REPAIR 2023 ALLEY - 6P SIXTH ST SEVENTH ST Other $ 35,208 MILL AND FILL W/ BASE REPAIR 2023 ALLEY - 6S 342' N/O SIXTH ST SIXTH ST Other $ 7,335 MILL AND FILL W/ BASE REPAIR 2023 ALLEY - 6T SEVENTH ST SIXTH ST Other $ 35,290 MILL AND FILL W/ BASE REPAIR 2023 ALLEY - 7K 797' N/O NINTH ST SEVENTH ST Other $ 9,862 MILL AND FILL W/ BASE REPAIR 2023 ALLEY - 7N EIGHTH ST SEVENTH ST Other $ 35,127 MILL AND FILL W/ BASE REPAIR 2023 ALLEY - 7T EIGHTH ST SEVENTH ST Other $ 39,030 MILL AND FILL W/ BASE REPAIR 2023 ALLEY - 8P NINTH ST EIGHTH ST Other $ 39,935 MILL AND FILL W/ BASE REPAIR 2023 ALLEY - 9O TENTH ST NINTH ST Other $ 39,392 MILL AND FILL W/ BASE REPAIR 2023 AIRPORT CIR AIRPORT BLVD END N Residential/Local $ 66,287 MILL AND FILL W/ BASE REPAIR 2023 BASS AVE SECOND ST EAST CITY LIMIT Collector $ 218,109 FDR 12" W/ 3" HMA OVERLAY 2023 BELMONT AVE WEST GUILLAN PKWY EAST END Arterial $ 7,503 CAPE SEAL 2023 FIFTH ST DERRICK AVE (SR 33) QUINCE ST Collector $ 321,204 FDR 12" W/ 3" HMA OVERLAY 2023 FIFTH ST OLLER ST (SR 180) NAPLES ST Collector $ 123,540 FDR 12" W/ 3" HMA OVERLAY 2023 FOURTH CT WEST CDS FOURTH ST Residential/Local $ 40,606 MILL AND FILL W/ BASE REPAIR 2023 HERNANDEZ ST LOZANO ST GAXIOLA ST Residential/Local $ 15,892 SLURRY SEAL W/ BASE REPAIR 2023 JUANITA ST AIRPORT BLVD SEVENTH ST Collector $ 179,307 FDR 12" W/ 3" HMA OVERLAY 2023 JUANITA ST DIVISADERO ST L ST Collector $ 58,191 2" MILL AND FILL 2023 LOZANO ST BLANCO ST EAST END Residential/Local $ 6,559 SLURRY SEAL/CRACK SEAL 2023 MARIE ST 524 FT NORTH OF DIVISADERO ST SECOND ST Collector $ 60,610 FDR 12" W/ 3" HMA OVERLAY 2023 NAPLES ST FOURTH ST SECOND ST Collector $ 211,031 2" MILL AND FILL $ 1,739,970
Potential 5-year Street Project List with $2 million annual budget 2024 ALLEY - 7P EIGHTH ST SEVENTH ST Other $ 40,201 MILL AND FILL W/ BASE REPAIR 2024 AMADOR AVE SILVA ST CASTANEDA ST Collector $ 103,010 2" MILL AND FILL 2024 BELMONT AVE WEST WEST C.L C.L EAST OF PEACH ST Arterial $ 252,194 FDR 15" W/3" HMA OVERLAY 2024 JUANITA ST SEVENTH ST DIVISADERO ST Collector $ 148,126 FDR 12" W/ 3" HMA OVERLAY 2024 MARIE ST GUILLAN PKWY CHANGE OF PAVEMENT WIDTH Collector $ 493,080 FDR 12" W/ 3" HMA OVERLAY 2024 MARIE ST CHANGE OF PAVEMENT WIDTH NINTH ST Collector $ 186,613 FDR 12" W/ 3" HMA OVERLAY 2024 MARIE ST NINTH ST SEVENTH ST Collector $ 379,051 FDR 12" W/ 3" HMA OVERLAY 2024 SECOND ST OLLER ST (SR 180) NAPLES ST Collector $ 127,247 FDR 12" W/ 3" HMA OVERLAY $ 1,729,522
2025 ALLEY - 6Q SIXTH ST SEVENTH ST Other $ 37,439 MILL AND FILL W/ BASE REPAIR 2025 ALLEY - 7Q EIGHTH ST SEVENTH ST Other $ 32,972 MILL AND FILL W/ BASE REPAIR 2025 BELMONT AVE WEST C.L EAST OF PEACH ST DERRICK AVE (SR 33) Arterial $ 25,746 SLURRY SEAL/CRACK SEAL 2025 DE LA CRUZ ST HERNANDEZ ST BLANCO ST Residential/Local $ 153,559 MILL AND FILL W/ BASE REPAIR 2025 MARIE ST SEVENTH ST DIVISADERO ST Collector $ 700,268 FDR 12" W/ 3" HMA OVERLAY 2025 NAPLES ST TENTH ST NINTH ST Collector $ 173,152 FDR 12" W/ 3" HMA OVERLAY 2025 NAPLES ST NINTH ST SEVENTH ST Collector $ 348,519 FDR 12" W/ 3" HMA OVERLAY 2025 NAPLES ST FIFTH ST FOURTH ST Collector $ 179,059 FDR 12" W/ 3" HMA OVERLAY 2025 SECOND ST I ST BASS AVE Collector $ 95,529 FDR 12" W/ 3" HMA OVERLAY $ 1,746,243
2026 ELEVENTH ST OLLER ST (SR 180) EAST END Residential/Local $ 45,598 MILL AND FILL W/ BASE REPAIR 2026 GARCIA ST RIOS ST HERNANDEZ ST Residential/Local $ 154,960 MILL AND FILL W/ BASE REPAIR 2026 JENNINGS CIRCLE JENNINGS ST NORTH CDS Residential/Local $ 22,151 MILL AND FILL W/ BASE REPAIR 2026 NAPLES ST SEVENTH ST FIFTH ST Collector $ 369,242 FDR 12" W/ 3" HMA OVERLAY 2026 NAPLES ST SECOND ST DERRICK AVE (SR 33) Collector $ 287,975 FDR 12" W/ 3" HMA OVERLAY 2026 NINTH ST TULE ST QUINCE ST Collector $ 441,113 FDR 12" W/ 3" HMA OVERLAY 2026 NINTH ST QUINCE ST OLLER ST (SR 180) Collector $ 281,780 FDR 12" W/ 3" HMA OVERLAY 2026 SEVENTH ST OLLER ST (SR 180) NAPLES ST Collector $ 137,056 FDR 12" W/ 3" HMA OVERLAY $ 1,739,875
2027 ALLEY - 7O EIGHTH ST SEVENTH ST Other $ 44,132 MILL AND FILL W/ BASE REPAIR 2027 BELMONT AVE WEST NINTH ST QUINCE ST Arterial $ 509,708 2" MILL AND FILL 2027 L ST JUANITA ST I ST Residential/Local $ 99,068 MILL AND FILL W/ BASE REPAIR 2027 NINTH ST MARIE ST CANAL ST Collector $ 398,042 FDR 12" W/ 3" HMA OVERLAY 2027 SECOND ST MARIE ST I ST Collector $ 684,832 FDR 12" W/ 3" HMA OVERLAY $ 1,735,782
2028 ARNAUDON DR SORENSEN AVE S SORENSEN AVE N Residential/Local $ 175,476 FDR 8" W/3" HMA OVERLAY 2028 BOU CIRCLE WEST END I ST Residential/Local $ 60,124 FDR 8" W/3" HMA OVERLAY 2028 DIVISADERO CIRCLE DIVISADERO ST NCDS Residential/Local $ 20,975 MILL AND FILL W/ BASE REPAIR 2028 DIVISADERO ST JUANITA ST INEZ ST Residential/Local $ 123,295 FDR 8" W/3" HMA OVERLAY 2028 EIGHTH ST OLLER ST (SR 180) NAPLES ST Residential/Local $ 133,146 FDR 8" W/3" HMA OVERLAY 2028 SANTA CRUZ ST OXNARD ST BLACK AVE Residential/Local $ 31,063 SLURRY SEAL/CRACK SEAL 2028 SEVENTH ST UNIDA ST STAMOULES ST Collector $ 338,711 FDR 12" W/ 3" HMA OVERLAY 2028 SEVENTH ST MARIE ST KATE ST Collector $ 233,888 FDR 12" W/ 3" HMA OVERLAY 2028 SEVENTH ST KATE ST INEZ ST Collector $ 238,426 FDR 12" W/ 3" HMA OVERLAY 2028 SIXTH ST OLLER ST (SR 180) NAPLES Collector $ 144,982 FDR 12" W/ 3" HMA OVERLAY 2028 SMOOT AVE WEST END SORENSON AVE Collector $ 230,509 FDR 12" W/ 3" HMA OVERLAY $ 1,730,595

MARIE ST

THIRD ST

THIRD ST

BASS AVE

FOURTH ST

RIOS ST

BLACK ST

ROWE ST

NAPLES ST

BASS AVE

HOLMES ST

NAPLES ST

GARCIA ST

BARBOZA
ST

LOZANO ST

AMADOR AVE

HERNANDEZ
ST

EIGHTH ST

GARCIA ST

OXNARD ST

SORENSEN ST

S KATE ST

SECOND ST

N KATE ST
J ST
L ST
I ST
K ST
N

DOS PALOS
RD

OLLER ST

ESPINOZA ST

GREGG CT

KATE CT

BOU CIR

PETRY ST

SEVENTH ST

LOLITA ST

DIVISADERO CIR

OLLER ST

GAXIOLA ST

SIXTH ST
H ST
SANTA

SAN PEDRO ST

CRUZ ST

MALDONADO ST
I ST

PEREZ ST

PEREZ ST

FOURTH ST

GURROLA ST

BARBOZA
ST

BARAJAS CT

CASTANEDA ST DIAZ ST SEGOVIA ST
AIRPORT CIR PCI 77 PCI 77 PCI 77
PCI 73
PCI 78 PCI 78
PCI 82
PCI 82
PCI 80 PCI 80 PCI 80 PCI 80
PCI 74 PCI 74
PCI 82 PCI
PCI 80
82 PCI 82
PCI 82
PCI 77
PCI 82
PCI
85 PCI 83
PCI 83
PCI 80 PCI 80 PCI 80 PCI 90
PCI 79
PCI 79
PCI 81
PCI 78 PCI 78 PCI 81
PCI 84PCI 84
PCI 80
PCI 90
PCI 90
PCI 81 PCI 81 PCI 81
PCI 86
PCI 77
PCI
86 PCI 85 PCI 85 PCI 85PCI 85 PCI 85 PCI 85 PCI 85 PCI 85 PCI 82
PCI 85
PCI 74
PCI 73
PCI
71 PCI
71 PCI
86 80 CI P
80 CI P
PCI 91
PCI 86
PCI 59
PCI 57
PCI 67
PCI 65 PCI 65
PCI
69 69 I CP
PCI 29
PCI
26 PCI 47
PCI 46
PCI 46
PCI 27
PCI 27
PCI 33
PCI 43
PCI 29
PCI
35 3
5 I C
P
PCI 32
PCI 0
PCI 0
PCI 0
PCI
0 PCI
0 PCI 0
PCI 7
PCI 20 PCI 20 PCI 20
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 16
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0 I 3 C
P
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0 PCI 0 PCI 0 PCI 0
PCI 0
PCI 0
PCI 13
PCI 0
PCI 0
PCI 0
PCI 25
PCI 17
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 15
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
Current PCI Condition
Printed: 5/3/2023
City of Mendota
43 Quince Street
Mendota, CA 93640
Test
Feature Legend
Category I - Very Good
Category II - Good (Non-Load)
Category III - Good (Load)
Category IV - Poor
Category V - Very Poor

MARIE ST

THIRD ST

FOURTH ST
CIRCLE
ST

BLACK ST

ROWE ST

NAPLES ST

W BELMONT AVE

GUILLAN PARK DR

PEACH ST

HOLMES ST

AMADOR AVE

SMOOT ST

NAPLES ST

EIGHTH ST

W BELMONT AVE

NAPLES ST

AIRPORT BLVD

OXNARD ST

SORENSEN ST

S KATE ST

SECOND ST

N KATE ST

SORENSEN ST
J ST
L ST
K ST

SIXTH ST

NINTH ST
L ST

S DERRICK AVE

OLLER ST

OLLER ST

SEVENTH ST

TENTH ST

ELEVENTH ST

FIFTH ST

SEVENTH ST

OLLER ST

N DOS PALOS RD

GREGG CT

S DERRICK AVE

UNIDA ST

FOURTH ST

KATE CT

DERRICK AVE

SILVAST

PETRY ST

FIFTH ST

EIGHTH ST

EIGHTH ST

SEVENTH ST

JENNINGS CIR

DIVISADERO CIR

MARIE ST

LOLITA ST

NINTH ST

PUCHEU ST
SANTA

SAN PEDRO ST

CRUZ ST

MALDONADO ST

MARIE ST
I ST

QUINCE ST

ASH AVE

TUFT ST

INEZ ST

BARAJAS CT

CASTANEDA ST

BELMONT AVE
PCI 77
PCI 77
PCI 77
PCI 73
PCI 78 PCI 78 PCI 82
PCI 82PCI 79PCI 79
PCI 79
PCI 80 PCI 80 PCI 80 PCI 80
PCI 74 PCI 74
PCI 82 PCI
PCI 80
82 PCI 82
PCI 82
PCI 77
PCI 82
PCI 80 PCI 80 PCI 80 PCI 90
PCI 79
PCI 81
PCI 78 PCI 78 PCI 81
PCI 84PCI 84
PCI 80
PCI 90
PCI 90
PCI 85 PCI 85 PCI 85
PCI 79
PCI 85 PCI 85
PCI 85 PCI 85 PCI 85
PCI 71
PCI 71
PCI 82
PCI 85
PCI 91
PCI 83 PCI 83 PCI 83 PCI 83 PCI 83
PCI 86
PCI 86
PCI 79
PCI 79
PCI 79
PCI 83
PCI 83
PCI 83
PCI 91
PCI 70
PCI 70
PCI 70
PCI 70
PCI 86
PCI 86
PCI 86
PCI 87
PCI 85
PCI 85
PCI 59
PCI 57
PCI 64
PCI 55
PCI 65 PCI 65
PCI 53
PCI 66 PCI 66 PCI 66 PCI 59
PCI 35
PCI 34
PCI
26 PCI 47
PCI 46
PCI 46
PCI
35 3
5 I C
P
PCI
PCI 37
27 PCI 32
PCI 0
PCI 0
PCI 2
PCI 5
PCI 0
PCI 20 PCI 20 PCI 20
PCI 22
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI
0 PCI 0
PCI
0 PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 16
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 5
PCI 5
PCI 0
PCI 0
PCI 0
PCI 0 PCI 0 PCI 0
PCI 0
PCI 0
PCI 0
PCI 17
PCI 1
PCI 1
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 25
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 15
PCI 0
PCI 0
PCI 1
PCI 9
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
PCI 0
Current PCI Condition
Printed: 5/3/2023
City of Mendota
43 Quince Street
Mendota, CA 93640
Test
Feature Legend
Category I - Very Good
Category II - Good (Non-Load)
Category III - Good (Load)
Category IV - Poor
Category V - Very Poor
1 AGENDA ITEM – STAFF REPORT
TO: HONORABLE MAYOR AND COUNCILMEMBERS
FROM: NANCY BANDA, FINANCE DIRECTOR
VIA: CRISTIAN GONZALEZ, CITY MANAGER
SUBJECT: GRANTS UPDATE
DATE: MAY 9, 2023

GRANTS UPDATE
 SB 1383 – Staff hosted an educational workshop on Friday, April 21st, from 9 am to 12 pm. City Staff hosted 15 members of the community. Green pails to discard organic waste were passed out to the community along with educational material. On Saturday, May 6th, City Staff will conduct home visits to educate the public on the new organics law. We hope to have volunteers from the Adelante Mendota program for future home visits.
 Proposition 64 – Adelante Mendota hosted movie night on Friday, April 21st, at RojasPierce Park with the showing of “Frozen II.” There was an attendance of 30 people. The staff has completed Quarter January – March 2023 reporting and reimbursement for July 1, 2021, through March 31, 2023. Staff will be meeting on May 8th to discuss topics for future meetings.
 Floodplain Maps – A site visit with the U.S. Army Corps of Engineers will be held in May 23, 2023, at 9 am.
 COPS Hiring Program – Staff will apply for the COPS Hiring Program Grant. We will be applying for two Officers. The total cost for this project is $530,981.00. The grant funding will cover $250,000.00 of the total cost of the project.  Clear California Local Grant Program – Townsend Affairs Inc., turned in an application on behalf of the City on Friday, April 28th, for a pocket park, litter clean-up events, and improvements at Pool Park.
 Tire-Derived Product – Staff submitted colors to the vendor West Coast Rubber Recycling to order tire mulch.

In – Progress Grants:
 Rojas-Pierce Park Expansion Project – County of Fresno, Urban Community Development Block Grant (CDBG) Program
 Rojas-Pierce Park Expansion Project – Per Capita Program  Rojas-Pierce Park Expansion Project – CDBG-CV
 COPS Hiring Program – Department of Justice
 Proposition 64 – Board of State and Community Corrections  Urban Flood Protection Grant – California Natural Resources Agency  Automatic Meter Read Project – State Water Board
 Tire-Derived Product – Cal Recycle
 SB 1383 – Cal Recycle
 Office of Traffic Safety – STEP Program for October 2022 thru September 2023  Water Storage and Booster Pump – County of Fresno
 Floodplain Maps – U.S. Army Corps of Engineers
455 W. Fir Avenue
Clovis, CA 93611
Tel: (559) 449-2700
Fax: (559) 449-2715
www.provostandpritchard.com
G:\Mendota_City of-3336\3336OG01_On-Going\100\110 Status Reports\City Eng Council Report.docx Engineering  Surveying  Planning  Environmental  GIS  Construction Services  Hydrogeology  Consulting Clovis  Bakersfield  Visalia  Modesto  Los Banos  Chico  Merced  Sacramento Memorandum
To: City Council via Cristian Gonzalez, City Manager
From: Michael Osborn, City Engineer
Jeff O’Neal, City Planner
Subject: City Engineer’s Report to City Council
Date: May 3, 2023
Engineering Projects:

1. Rojas Pierce Park:
• Construction of Phase 2 Expansion Project (field lighting) with CDBG funding • Completed

2. Well 10 and Water Main Relocation
• Design in progress; coordination with USBR and BB Limited

3. Citywide RRXG Improvements:
• Coordinating crossing improvements with Railroad, Caltrans & CPUC • Construction anticipated in Winter 2023

4. MJHS Safe Routes to School Project
• Construction with ATP funding in progress
• Complete: May 2023

5. 2022 Local Street Reconstruction Project
• Construction with SB1 funding
• Starts: 5/15/2023
• Complete: 6/30/2023

6. Backwash Reclaim Project
• Design is underway; looking for funding opportunities for construction

7. Mendota Stormwater Improvement Project
• Prop 68 UFPGP funded: Bids Opened on 5/2/23
• Construction anticipated in Summer/Fall 2023

8. Derrick & Oller Roundabout
• CEQA & NEPA completed
• Design in progress
• Construction anticipated in Spring 2024

9. Westside Water Tank & Booster Pump
• ARPA funded design is underway
• Construction anticipated in Fall 2023

10. 5
th & Quince Street Reconstruction:
• Design underway
• Construction funded with STBG funds in FFY 23/24
To: City Council via City Manager May 3, 2023
City Engineer’s Report to City Council Page 2 of 2
G:\Mendota_City of-3336\3336OG01_On-Going\100\110 Status Reports\City Eng Council Report.docx Planning/Development Projects

1. Rojas Pierce Park Annexation
• Continuing discussions with USBR about whether and how the WWD land retirement program affects the project.

2. Regional Housing Needs Allocation
• Participating in Fresno COG meetings for 6
th Cycle multijurisdictional Housing
Element

3. Safe Routes to School Master Plan
• Final Draft Plan out for public comment
• Completion in Spring 2023

4. Airport Reuse
• Investigating closure and potential reuse of airport property Grant Applications:

1. Amador & Smoot Extension:
• $874,000 in STBG & CMAQ TPP funds; Construction authorization in FFY 23/24

2. Triangle Park & Pool Park:
• Assisted in Clean CA Grant application for both parks On-going (this month):

1. Representation of the City at FCOG TTC

2. Coordination of road projects with Caltrans

3. Assistance to Finance Director for grant opportunities

4. Coordination with USACOE for Panoche Creek flood study Overall P&P Staff engaged (month of March):
• Engineers: 6
• Planners: 3
• Surveyors: 3
• Environmental Specialist: 0
• GIS/CAD Specialists: 1
• Construction Manager: 1
• Project Administrator: 4
Abbreviations:

EOPCC – Engineer’s Opinion of Probable Construction Cost NTP – Notice to Proceed
CUCCAC – California Uniform Construction Cost Accounting Commission
STBG – Surface Transportation Block Grant
CMAQ – Congestion Mitigation and Air Quality (grant)
ATP – Active Transportation Plan (grant)
RFP – Request for Proposal
RFA- Request for Authorization (for grant funding)
FCOG – Fresno Council of Governments
ADA – Americans with Disabilities Act
DBE – Disadvantaged Business Enterprise
TTC – Technical Transportation Committee (through FCOG) RTP/SCS – Regional Transportation Plan, Sustainable
Communities Strategies