EXHIBIT J
Illustrative List of Released Entities
1Life Healthcare, Inc.
Accountable Care Network of Arizona, LLC
Accountable Care Network of Colorado LLC
Accountable Care Network of Florida, LLC
Accountable Care Network of Georgia LLC
Accountable Care Network of Illinois LLC
Accountable Care Network of Misouri LLC
Accountable Care Network of New Jersey, LLC
Accountable Care Network of Pennsylvania, LLC
Accountable Care Network of Tennessee, LLC
Accountable Care Network of Texas, LLC
Accountable Care of New Jersey, LLC
Acumins, Inc.
AGENTRICS, LLC
Alector, Inc.
American Homecare Supply, IV Georgia, LLC
American Occupational Health Management, Inc.
American Occupational Health Management, Inc.
Aromatherapy Associates, Inc
At Home Solutions, Inc.
Avantha Business Solutions, Ltd. (Formerly Salient Business Solutions, Ltd.) * b.well Connected Health, Inc.
BAP Pharmaceuticals, LLC
Baxter Drug, Inc.
Beauty.com Sales, Inc.
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Beauty.com, Inc.
Beeken Petty O'Keefe Fund III LP
Beeken Petty O'Keefe Fund IV LP
Benliro Take Care Health Nevada, P.C.
Bison Acquisition Sub Inc.
Bond Drug Company of Clinton
Bond Drug Company of Clinton (Del.)
Bond Drug Company of Illinois, LLC
Boots Retail Holdings (USA) Inc.
Boots Retail USA Inc.
Bowen Development Company
Bower Take Care Health Nevada P C
BrightSpring Health Services, Inc.
Cancer Care of Naples, L.C.
Cape Fear Home Health Service Inc.
CareCentrix (Area One) Corp.
CareCentrix (Area Three) Corp.
CareCentrix (Area Two) Corp.
CARECENTRIX IPA, INC.
CareCentrix of New Jersey, Inc.
CareCentrix Holdings Inc.
CareCentrix, Inc.
Caremetx, LLC
Carolina I.V. Services, Inc.
CCS Infusion Management, LLC
CCSI Holding 3, LLC
CCX Acquisition, Inc.
CCX NEXT, LLC
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CG Transportation, LLC
Chartwell Care Givers, Inc.
Chartwell-Southern New England, L.L.C.
CHDM, Inc.
CHDM, LLC
CHI HOLDING CORPORATION
Circa LLC
CLINICAL HOLDINGS INC.
Clinical Resource Network, Inc.
CLINICAL SPECIALTIES NETWORK SERVICES OF ILLINOIS, I
Clinical Specialties Network Services of Illinois, Inc., CLINICAL SPECIALTIES, INC.
CNS Acquisition, Inc.
Collins I.V. Care, LLC
Consolidated Stores, Inc.
Continuum Health Management Solutions, LLC (formerly I-Trax Management Solutions, LLC) Corinthian Care Group, LLC
Corporate Health Dimensions, Inc.
Creative Options, Inc.
Crescent Healthcare Inc.
Crescent Therafusion Inc.
Critical Care Systems of New York, Inc.
Critical Care Systems, Inc.
CSI MANAGED CARE, INC.
CSI MEDICAL BILLING SERVICES, INC.
CSI NETWORK SERVICES OF INDIANA, INC.
CSI NETWORK SERVICES OF KENTUCKY, INC.
CSI NETWORK SERVICES OF MICHIGAN, INC.
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Custom Nutrition Services, Inc.
Cypress Home Medical, Inc.
Cystic Fibrosis Foundation Pharmacy, LLC (Walgreens Specialty Pharmacy, LLC owns 80%) Cystic Fibrosis Services, Inc.
Cystic Fibrosis Services, LLC
Daylight Beta Holdings, LP
De~Luxe Distributors, Inc.
Deerfield Funding Corporation
DME Options, Inc.
DOVER SUBSIDIARY INC
DR Employee Services LLC
DRI I Inc
drugstore com Inc
Drugstore.com Foundation
drugstore.com LLC
Drugstore.com, LLC
DS Distribution, Inc.
DS Fulfillment, Inc.
DS Non-Pharmaceutical Sales, Inc.
DS Pharmacy, Inc.
DSGC Idaho, Inc
Duane Reade Charitable Foundation
Duane Reade Holdings Inc
Duane Reade Inc.
Duane Reade International LLC
Duane Reade Realty Inc
Duane Reade, a New York General Partnership
Eager Park Pharmacy and Health Services, LLC
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East West Distributing Co., LLC
East West Distributing Merger Co., LLC (DE)
Evolvere Health LLC
Excel Healthcare LLC
ExceleraRx, LLC
"Ferbet Take Care Health Louisiana, a Professional Nursing Corporation f/k/a Randolph Take Care Health Louisiana, a Professional Nursing Corporation. " Ferbet Take Care Health Maryland, P.C.
Flash Buyer, LLC
Fountain Products Corporation
Freedom Oxygen, Inc.
Full Road Holdings Ltd
Globe Discount City of Arizona, Inc.
Globe Discount City of Louisiana, Inc.
Globe I, LLC
Globe Stores, Inc.
Green Hills Insurance Company, A Risk Retention Group
Grenada Advertising Agency, Inc.
H3 (US 1) LLC
H3 (US 2) LLC
H3 (US 3) LLC
H3 (US 4) LLC
Happy Harry's Discount Drug Stores, Inc.
Happy Harry's Discount Store, Inc.
Happy Harry's, Inc.
HC Group Holdings I, LLC
HC Omega Merger Sub, LLC
Healthbox LLC
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Healthcare Clinic Solutions, LLC
Healthcare Options of Minnesota, Inc.
Healthworks Med Group of Oklahoma, P.C.
Healthworks Medgroup of San Antonio, Inc.
HHDH CORP
HLM Venture Partners III, L.P.
Home Care of Boone County, Inc.
Home Care of Columbia, Inc.
Home Drug Company
Home Health of Option Care Inc
Home I.V., Inc.
Home Infusion Therapy of Bullhead City, Inc.
Hometeam Technologies, Inc.
Hummer Whole Health Management, Inc.
Hunterdon Infusion Services LLC
I.V. Associates, Inc.
Infinity Infusion Care, Ltd.
Infinity Infusion II, LLC
Infinity Infusion, LLC
Infusion Specialties, Inc.
Infusion Therapy of Corona, Inc.
Innovation Associates Holdings, Inc.
Innovation Associates, Inc.
Intercom Pharmacy Systems, Inc.
International Travel Service, Inc.
International Vision Direct Corp.
International Vision Direct, Inc.
Ion Merger Sub, Inc.
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IVP NORTHEAST, INC.
Ivpcare Northeast, Inc.
Ivpcare, Inc.
Jim Bain’s Pharmacy, Inc.
Kinnevik US Holding, LLC
Lake Cook Assurance Company
Lake Cook Investments, LLC
Laurel Mountain Medical Supply, LLC
LCA Insurance Co., Inc.
Lensquest, Inc.
Live Whole Health, Inc.
Lord Jim, Inc.
Luxury Mint Corporation
LV Sourcing LLC
LVD Sourcing LLC
Management by Information, Inc.
Market Strategies, LLC
Maximum Health Care Concepts, Inc.
May’s Drug Stores, Inc.
MCA Pharmacy, LLC
McKesson Specialty Pharmaceuticals LLC
Med Mark, Inc.
MedAvail Holdings, Inc.
MedAvail, Inc.
Medcare, Inc.
Medco Online Sales, Inc.
Medepoint.Com, Inc.
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Medi Mart Corporation
MEDICATION ADHERENCE SOLUTIONS, LLC (Formerly WALGREENS LONG-TERM
CARE PHARMACY, LLC )
Medicenter, Inc.
Mediclaim Corp.
Medmark Data Management Inc.
Medmark Data Management, Inc.
Medmark Holdings Inc.
Medmark, Inc.
MedNow Infusion LLC
Med-X Corporation
Memphis Warehouse Co.
Meridian COMP of New York, Inc.
Mosso's Medical Supply Company, LLC
M-X Corporation
NDES Holdings, LLC
nirvanaHealth, Inc.
North County Home I.V., Inc.
Nutrition Research Laboratories, Inc.
Oak HC/FT VMD Blocker, LLC
OCH US Holding LLC
Onsite Holding, LLC
Ontario Cl 3 Limited
Ontario Cl 4 Limited
Ontario Merger Sub Inc.
Ontario Merger Sub, Inc.
OpCo Hatfield Medical Group, LLC
Option Care Camilla, Inc.
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Option Care Capital Services, Inc.
Option Care Enterprises Inc
Option Care Enterprises, Inc. (DE)
Option Care Enterprises, Inc. (PA)
Option Care Foundation, Inc.
Option Care Health, Inc.
Option Care Home Health of California, Inc.
Option Care Home Health of Coweta, Inc.
Option Care Home Health, L.L.C.
Option Care Home Health, LLC (WA)
Option Care Home Infusion, L.L.C.
Option Care Hospice Foundation , Inc.
Option Care Hospice Inc.
Option Care Inc
Option Care Kansas City, LLC
Option Care Nevada, L.L.C.
Option Care of Denver, Inc.
Option Care of New York, Inc.
Option Care of Oklahoma, Inc.
Option Care Phoenix, LLC
Option Care, Inc. (DE)
Option Care, Inc.(CA)
Option Home Health Care - Private Duty, Inc.
Option Home Health Care Services, Inc.
Option Home Health Care Services, Inc.
Option Home Health Care Services-Private Duty, Inc.
Option Home Health Care, Inc.
Option Home Health Inc
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Optioncare.Com, Inc.
OptioNet, Inc.
Optionlink, Inc.
Optionmed, Inc.
OptionMed, Inc.
Orlando Warehouse Co.
Orlando Warehouse, Inc.
Pharaoh JV, LLC
Pharm Mart Pharmacy of Warren, Inc.
Pharma Dynamics, Inc.
Pharmacy I.V. Associates, Inc.
Pharmatech Business Services, Inc.
Pharm-mart of Warren, Inc.
Pharm-Mart Pharmacy of Warren, Inc.
Physician Options, Inc.
PMC Ventures, LLC
Polaris Partners VII, L.P.
Polaris Venture Partners VI, L.P.
Prima Vista Water Management Assoc., Inc.
Prime Therapeutics LLC
Prime Therapeutics Specialty Pharmacy LLC
Pro Fitness Health Solutions, LLC
Productive Health Corportation
Pro-Fitness, L.L.C.
Project H3, LLC
Putter Acquisition Sub, Inc.
Rad Online Sales, Inc.
Redmile Private Investments I, L.P.
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Rehab Options, Inc.
Rehab Options, Inc.
Rennebohm Drug Stores, Incorporated
Repligen Corporation
Retail Procurement Alliance LLC
Rich Mountain Pharmaceutical Services, Inc.
River City Pharmacy Inc
Riviera Brands, LLC
Robin Hood Restaurants of Illinois, Inc.
Rockville Travilah Square, LLC
RxAlly, LLC
S & G Health Care Management Services, Inc.
"S & G US Holding LLC "
S & W Pharmacy, Inc.
Salient Health Care Services, Inc.
Salient Health Care Services, L.L.C.
Salu Beauty, Inc.
Sanborns Mexico
Sandbox Advantage Fund, L.P.
Scholar Rock Holding Corporation
Schraft's, A Walgreen Specialty Pharmacy, LLC
SeniorMed L.L.C.
Shields Care Management of Worcester, LLC
Shields Health Management Company, LLC
Shields Health Management Holdings, Inc.
Shields Health Network, LLC
Shields Health Resources, LLC
Shields Health Solutions Holdings, LLC
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Shields Health Solutions MidCo, LLC
Shields Health Solutions Parent, LLC
Shields Health Solutions Pharmacy, LLC
Shields Pharmacy Equity, LLC
Shields Pharmacy of Berkshire, LLC
Shields Pharmacy of California, LLC
Shields Pharmacy of Camden LLC
Shields Pharmacy of Central Illinois, LLC
Shields Pharmacy of Central New York, LLC
Shields Pharmacy of Chicago Midwest, LLC
Shields Pharmacy of Colorado II, LLC
Shields Pharmacy of Colorado, LLC
Shields Pharmacy of Columbia Maryland, LLC
Shields Pharmacy of Connecticut II, LLC
Shields Pharmacy of Connecticut, LLC
Shields Pharmacy of Eastern Carolina, LLC
Shields Pharmacy of Eastern Texas, LLC
Shields Pharmacy of Georgia, LLC
Shields Pharmacy of Hartford LLC
Shields Pharmacy of Minnesota, LLC
Shields Pharmacy of Mississippi, LLC
Shields Pharmacy of Nevada, LLC
Shields Pharmacy of New Bedford, LLC
Shields Pharmacy of New York II, LLC
Shields Pharmacy of New York, LLC
Shields Pharmacy of Norfolk Virginia, LLC
Shields Pharmacy of North Carolina, LLC
Shields Pharmacy of Ohio, LLC
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Shields Pharmacy of Palo Alto, LLC
Shields Pharmacy of Providence LLC
Shields Pharmacy of Rhode Island, LLC
Shields Pharmacy of San Antonio, LLC
Shields Pharmacy of South Carolina, LLC
Shields Pharmacy of St. Louis, LLC
Shields Pharmacy of the Bronx, LLC
Shields Pharmacy of the Southwest Venture, LLC
Shields Pharmacy of the Southwest, LLC
Shields Pharmacy of University LLC
Shields Pharmacy of Virginia, LLC
Shields Pharmacy of Western Florida, LLC
Shields Pharmacy of Western Michigan, LLC
Shields Pharmacy of Western New York, LLC
Shields Specialty Pharmacy of Springfield, LLC
Shields Technology Solutions, LLC
SIC Parent, LLC
SIC Parent, LLC (WRA Partners, LLC owns 51%)
Silk Acquisition Corp.
Sleep Management Solutions LLC
Smart Insurance Co
Smart Insurance Company
Smart Insurance Company Group Holdings, Inc.
Smart Insurance Company Holdings, Inc.
Soap & Glory USA LLC
Solera Health, Inc.
Spa Strategy, Inc.
Spokane Health Care Associates, Inc.
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Springville Pharmacy Infusion Therapy, Inc.
Stephen L. LaFrance Holdings, Inc.
Stephen L. LaFrance Pharmacy, Inc.
Summit Medical Group Arizona, LLC
SUNAMERICA AFFORDABLE HOUSING PARTNERS XI
Super D Drugs Acquisition Co.
Superior LuxCo 1 S.a.r.l.
Superior Luxco 3 S.A.R.L.
Superior US 1 LLC
Take Care Employer Solutions, LLC
Take Care Health Arizona, P.C.
Take Care Health Colorado, Inc.
Take Care Health Delaware, P.A.
Take Care Health District of Columbia, P.C.
Take Care Health Georgia, P.C.
Take Care Health Illinois, P.C.
Take Care Health Indiana, P.C.
Take Care Health Kansas, P.A.
Take Care Health Kentucky, P.S.C.
Take Care Health Massachusetts, P.C.
Take Care Health Mississippi, P.C.
Take Care Health Missouri, P.C.
Take Care Health New Jersey, P.A.
Take Care Health Ohio, Inc.
Take Care Health Oklahoma, P.C.
Take Care Health Pennsylvania, PC
Take Care Health Services, P.A.
Take Care Health Systems LLC
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Take Care Health Systems, Inc. (FKA I-Trax, Inc.)
Take Care Health Tennessee, P.C.
Take Care Health Texas, P.C.
Take Care Health Wisconsin, S.C.
Take Care Medical Health New York, P.C.
The 1901 Group LLC
The drugstore.com Foundation
The Lane Drug Company
The Patient Safety Research Foundation, Inc.
The PSRF Merger Co., Inc.
Thrifty Payless, Inc.
THV VMD Blocker, LLC
TKH HoldCo, LLC
TMD, Inc.
TPR Holdings LLC
Trinity Home Care, LLC
TSL, Inc.
TURN-KEY PALLIATIVE SERVICES, LLC
Turn‐Key Health Holdings, L.P.
Ultra Care, LLC
UMass Memorial Shields Pharmacy, LLC
University Option Care LLC
USA Drug
USA/Super D Franchising, Inc.
VICTORIA MERGER SUB. INC.
Vim, Inc.
Vision Direct Inc
W D Liquor, Inc.
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WAB Holdings, LLC
WAG Employee Services Inc.
WagBeau LLC
WagBeau, Inc.
WAGDCO, LLC
WAGHID, LLC
Wag's Restaurants of Illinois, Inc.
Waldoy, L.P
Walgreen Altoona Co.
Walgreen Alumni Association
Walgreen Arizona Drug Co.
Walgreen Benefit Fund
Walgreen Capitol Court, Inc.
Walgreen Co PAC
Walgreen Co Puerto Rico Branch
Walgreen Co.
Walgreen Columbus Co.
Walgreen Community Development
Walgreen Cudahy, Inc.
Walgreen Delaware Co.
Walgreen Drug Stores Historical Foundation
Walgreen Drugs, Inc.
Walgreen Eastern Co., Inc.
Walgreen Fon-Du-Lac, Inc.
Walgreen Fremont Co.
Walgreen Hastings Co.
Walgreen International Investments LLC
Walgreen International S.a.r.l.
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Walgreen Investments Co
Walgreen Investments Merger Co., LLC
Walgreen Investments Merger Co., LLC (DE)
Walgreen Kearney Co
Walgreen Laboratories, Inc.
Walgreen Lincoln Co.
Walgreen Louisiana Co., Inc.
Walgreen Market Strategies LLC
Walgreen Medical Supply, Inc.
Walgreen Mercantile Corporation
Walgreen Milwaukee, Inc.
Walgreen National Corporation
Walgreen Network Health Services
Walgreen Nevada Corporation
Walgreen New Berlin, Inc.
Walgreen Oconomowoc, Inc.
Walgreen of Hato Rey Inc.
Walgreen of Hawaii, LLC
Walgreen of Maui, Inc.
Walgreen of Maui, Inc.
Walgreen of Nevada, LLC
Walgreen of New Mexico, Inc.
Walgreen of Puerto Rico, Inc.
Walgreen of San Patricio, Inc.
Walgreen of US Virgin Islands, LLC
Walgreen Oshkosh, Inc.
Walgreen Pharmacy Services Eastern LLC
Walgreen Pharmacy Services Eastern, LLC
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Walgreen Pharmacy Services Midwest, LLC
Walgreen Pharmacy Services Southern, LLC
Walgreen Pharmacy Services Western, LLC
Walgreen Pharmacy Services WHS, LLC
Walgreen Pharmacy Strategies, LLC
Walgreen PR Branch
Walgreen Properties, Inc.
Walgreen Racine, Inc.
Walgreen Realty Resources LLC
Walgreen South Dakota, Inc.
Walgreen Southgate Corp.
Walgreen Specialty Holdings, LLC
Walgreen Watertown, Inc.
Walgreen Waukesha, Inc.
Walgreen West Bend, Inc.
Walgreen Wisconsin, Inc.
Walgreen Woodmar, Inc.
Walgreen-Option Care, Inc. {FKA CuraScript Infusion)
Walgreens Advance Care, Inc.
Walgreens Annapolis, LLC
Walgreens Assistance, Inc.
Walgreens Boots Alliance Holdings LLC
Walgreens Boots Alliance Scottish LP
Walgreens Boots Alliance US 1 LLC
Walgreens Boots Alliance US 2 LLC
Walgreens Boots Alliance US 3 LLC
Walgreens Boots Alliance, Inc.
Walgreens Business Services, LLC
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Walgreens.com Inc
Walgreens Community Development Corp
Walgreens Health COE LLC
Walgreens Health Holdings, LLC
Walgreens Health Initiatives - IPA, Inc.
Walgreens Health Initiatives, Inc.
Walgreens Health Services II LLC
Walgreens Health Services III LLC
Walgreens Health Services LLC
Walgreens Health Ventures LLC
Walgreens Healthcare Plus, Inc.
Walgreens Home Care Inc
Walgreens Infusion and Respiratory Services, LLC
Walgreens Infusion Services at Legacy Health, LLC (formerly Option Care at Legacy, L.L.C.) Walgreens Infusion Services Holding, Inc.
Walgreens Infusion Services, Inc. (FKA Option Care,)
Walgreens Investments Co.
Walgreens Long-Term Care Pharmacy LLC(FKA SeniorMed)
Walgreens Mail Service, Inc.
Walgreens Mail Service, LLC
Walgreens Network Health Services LLC
Walgreens of Massachusetts, LLC
Walgreens of New Mexico, Inc.
Walgreens of North Carolina, Inc.
Walgreens Personal Financial Services, LLC
Walgreens Pharmacy Strategies, LLC
Walgreens Sleep and Respiratory Pharmacy LLC
Walgreens Specialty Care Centers LLC
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Walgreens Specialty Pharmacy Holdings, Inc.
Walgreens Specialty Pharmacy Holdings, LLC
Walgreens Specialty Pharmacy, LLC
Walgreens Store No 3288 LLC
Walgreens Store No 3332 LLC
Walgreens Store No 3680 LLC
Walgreens Store No 4650 LLC
Walgreens Store No 4651 LLC
Walgreens Store No 5576 LLC
Walgreens Store No 5838 LLC
Walgreens Store No. 7839, LLC
Walgreens Venture Capital, LLC
WALGREENS WELL NETWORK OF MODESTO, LLC (FORMERLY ACCOUNTABLE CARE NETWORK OF MISSOURI, LLC) nc on 5/23/2013
WALGREENS WELL NETWORK OF OAKLAND, LLC (FORMERLY ACCOUNTABLE CARE NETWORK OF GEORGIA, LLC) nc on 5/23/2013
WALGREENS WELL NETWORK OF PALO ALTO, LLC (formerly Walgreens Well Network of Maryland LLC) nc on 5/23/2013
WALGREENS WELL NETWORK OF SACRAMENTO, LLC (FORMERLY
ACCOUNTABLE CARE NETWORK OF COLORADO, LLC) NC on 5/23/13 WALGREENS WELL NETWORK OF SAN FRANCISCO, LLC (formerly Walgreens Well Network of California LLC) nc on 5/23/2013
Walgreens.com, Inc.
Walgreens-Optioncare, Inc.
Waltrust Properties, Inc.
WBA Acquisition 3, LLC
WBA Acquisition 4, LLC
WBA Acquisition 5, LLC
WBA Acquisition 6, LLC
WBA Financial, LLC
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WBA Innovation Midco, LLC
WBA Innovation Parent, LLC
WBA Innovation, LLC
WBA INVESTMENTS, INC. (FKA WBA INVESTMENTS, LLC)
WBA RxR US LLC
WBA Shields Merger Sub, LLC
WBA US 1 Co.
WBA US 10 LLC
WBA US 4 LLC
WBA US 5 LLC
WBA US 6 LLC
WBA US 7 LLC
WBA US 8 LLC
WBA US 9 LLC
WCAS Shields Holdings, LLC
WD Liquor, Inc.
Wedge Acquisition Company
Well Ventures, LLC
Weymouth Property, Inc .
WHI (PR Branch)
Whole Health Management, LLC
WHP Health Initiatives, Inc.
Worthmore Cosmetics And Vitamins Co.
WRA Partners, LLC
WVC Investments LLC
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EXHIBIT K
Subdivision Participation and Release Form
[Draft]
Governmental Entity: State:
Authorized Official:
Address 1:
Address 2:
City, State, Zip:
Phone:
Email:
The governmental entity identified above (“Governmental Entity”), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated December [ ], 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 [website link to national settlement website to be provided].
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.
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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, 369
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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.
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: _____________________________
Name: _____________________________
Title: _____________________________
Date: _____________________________
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EXHIBIT L
Settlement Fund Administrator Terms
[Exhibit to be inserted prior to the Reference Date]
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EXHIBIT M-1: PAYMENT SCHEDULE
Payment Year Maximum
Annual Fees
Payment (See
Exhibit M-3)
Maximum
Annual
Remediation
Payment (See
Exhibit M-2)
Annual
Maximum
Year 1
9/1/22 - 8/31/23
--- $369,445,784 $369,445,784
Year 2
9/1/23 - 8/31/24
$122,393,885 $243,858,900 $366,252,785
Year 3
9/1/24 - 8/31/25
$122,393,885 $243,858,900 $366,252,785
Year 4
9/1/25 - 8/31/26
$122,393,885 $243,858,900 $366,252,785
Year 5
9/1/26 - 8/31/27
$122,393,885 $243,858,900 $366,252,785
Year 6
9/1/27 - 8/31/28
$122,393,885 $243,858,900 $366,252,785
Year 7
9/1/28 - 8/31/29
$122,393,885 $243,858,900 $366,252,785
Year 8
9/1/29 - 8/31/30
--- $369,445,784 $369,445,784
Year 9
9/1/30 - 8/31/31
--- $369,445,784 $369,445,784
Year 10
9/1/31 - 8/31/32
--- $369,445,784 $369,445,784
Year 11
9/1/32 - 8/31/33
--- $369,445,784 $369,445,784
Year 12
9/1/33 - 8/31/34
--- $369,445,784 $369,445,784
Year 13
9/1/34 - 8/31/35
--- $369,445,784 $369,445,784
Year 14
9/1/35 - 8/31/36
--- $369,445,784 $369,445,784
Year 15
9/1/36 - 8/31/37
--- $369,445,784 $369,445,784
Total $734,363,310 $4,788,165,456 $5,522,528,766
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EXHIBIT M-2: MAXIMUM ANNUAL REMEDIATION PAYMENT SCHEDULE Payment Year Maximum
Base Payments
(41%)
Maximum
Incentive
Payment A
(59%)
Maximum
Incentive
Payment BC
(56%)
Maximum
Incentive
Payment D
(10%)
Maximum
Annual
Remediation
Payment
Year 1
The later of
December 31, 2022
or five business
days after
Preliminary
Agreement Date
$369,445,784 --- --- --- $369,445,784
Year 2
December 31, 2023
$99,982,150 $143,876,750 $143,876,750 --- $243,858,900
Year 3
March 31, 2025
$99,982,150 $143,876,750 $143,876,750 --- $243,858,900
Year 4
March 31, 2026
$99,982,150 $143,876,750 $143,876,750 --- $243,858,900
Year 5
March 31, 2027
$99,982,150 $143,876,750 $143,876,750 --- $243,858,900
Year 6
March 31, 2028
$99,982,150 $143,876,750 $129,512,255 $47,881,655 $243,858,900 Year 7
March 31, 2029
$99,982,150 $143,876,750 $129,512,255 $47,881,655 $243,858,900 Year 8
March 31, 2030
$124,226,144 $245,219,640 $230,855,143 $47,881,655 $369,445,784 Year 9
March 31, 2031
$124,226,144 $245,219,640 $230,855,143 $47,881,655 $369,445,784 Year 10
March 31, 2032
$124,226,144 $245,219,640 $230,855,143 $47,881,655 $369,445,784 Year 11
March 31, 2033
$124,226,144 $245,219,640 $230,855,143 $47,881,655 $369,445,784 Year 12
March 31, 2034
$124,226,144 $245,219,640 $230,855,143 $47,881,655 $369,445,784 Year 13
March 31, 2035
$124,226,144 $245,219,640 $230,855,143 $47,881,655 $369,445,784 Year 14
March 31, 2036
$124,226,144 $245,219,640 $230,855,143 $47,881,655 $369,445,784 Year 15
December 31, 2036
$124,226,144 $245,219,640 $230,855,143 $47,881,655 $369,445,784 Total $1,963,147,836 $2,825,017,620 $2,681,372,654 $478,816,550 $4,788,165,456 373
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NOTES TO EXHIBIT M-2:
1. All figures for the Maximum Base Payment, Maximum Incentive A Payment, and Maximum Incentive Payment BC are maximum figures that reflect the following:
- An assumption that all Eligible States are Settling States. - An assumption that all Settling States earn the full amount of the relevant incentive payment.
2. All figures for the Maximum Incentive Payment D show the amount earned based on all Settling States obtaining its maximum value of 10%, and reflect the following:
- An assumption that all Eligible States are Settling States. - An assumption that all Settling States are eligible for Incentive Payment D in every Payment Year in which Incentive D is paid.
3. All figures for the Maximum Annual Remediation Payment reflect the following:
- The credit amount of $361,834,542 for Florida’s prior settlements have already been applied. The credit amount for Suffolk and Nassau Counties in New York in the amount of 15.31% of New York State’s Allocation has not been applied against New York’s allocation.
- An assumption that all Eligible States are Settling States. - An assumption that each Settling State earn the maximum amount of the available Incentive Payment by either qualifying for Incentive Payment A, or the combination of obtaining a 100% participation percentage for Incentive Payment BC and earning Incentive Payment D at a value of 3%).
4. Any offsets for Eligible States that are Non-Settling States would be deducted from the Maximum Base Payment, Maximum Incentive Payments (A, BC, and D), and Maximum Annual Remediation Payment by subtracting the amount of the payment times the Overall State Allocation Percentage for each Non-Settling State.
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EXHIBIT M-3: ANNUAL FEES PAYMENT SCHEDULE
Payment
Year
Maximum
Exhibit R
Attorney
Fee and
Cost Funds
Common
Benefit Fee
on Credits
State Cost
Fund
Maximum
State
Outside
Counsel
Fee Fund
Maximum
Additional
Remediation
Amount
Maximum
Annual Fees
Payment
Year 2
December
31, 2023
$98,955,419 $7,477,914 $7,980,276 $3,990,138 $3,990,138 $122,393,885 Year 3
December
31, 2024
$98,955,419 $7,477,914 $7,980,276 $3,990,138 $3,990,138 $122,393,885 Year 4
December
31, 2025
$98,955,419 $7,477,914 $7,980,276 $3,990,138 $3,990,138 $122,393,885 Year 5
December
31, 2026
$98,955,420 $7,477,914 $7,980,275 $3,990,138 $3,990,138 $122,393,885 Year 6
December
31, 2027
$98,955,420 $7,477,914 --- $7,980,275 $7,980,276 $122,393,885 Year 7
December
31, 2028
$98,955,421 $7,477,913 --- $7,980,276 $7,980,275 $122,393,885 Total $593,732,518 $44,867,483 $31,921,103 $31,921,103 $31,921,103 $734,363,310 375
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Exhibit N
Additional Remediation Amount Allocation Percentages
Alabama 2.0094047523%
American Samoa 0.0215590674%
Arizona 2.9911870812%
California 12.4923284542%
Colorado 2.0922099886%
Connecticut 1.6290775863%
District of Columbia 0.2266153628%
Georgia 3.5107212404%
Guam 0.0604844794%
Hawaii 0.4087756176%
Idaho 0.6193769970%
Illinois 4.1882957440%
Indiana 2.7913607538%
Iowa 0.9341820978%
Kansas 0.9872591950%
Louisiana 1.8447419766%
Maine 0.6664875621%
Maryland 2.6575348718%
Massachusetts 2.9005058228%
Minnesota 1.6334209688%
Missouri 2.5253744735%
Montana 0.3935393398%
N. Mariana Islands 0.0210349545%
Nebraska 0.5252526469%
New Jersey 3.4690785339%
New York 6.7872003052%
North Carolina 4.0924962523%
North Dakota 0.2140841267%
Ohio 5.4856657801%
Oklahoma 1.9292810204%
Oregon 1.7302239375%
Pennsylvania 5.7772011360%
Rhode Island 0.5622563667%
South Carolina 1.9381920268%
Tennessee 3.3847318704%
Texas 7.9239877394%
Vermont 0.3204352512%
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Virgin Islands 0.0397474619%
Virginia 2.8709652916%
Washington 2.9198056809%
Wisconsin 2.2138760297%
Wyoming 0.2100401547%
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Exhibit O
Adoption of a State-Subdivision Agreement
A State-Subdivision Agreement shall be applied if it meets the requirements of Section V and is approved by the State and by the State’s Subdivisions as follows:
1. Requirements for Approval. A State-Subdivision Agreement shall be deemed as agreed to when it has been approved by the State and either (a) Subdivisions whose aggregate “Population Percentages,” determined as set forth below, total more than sixty percent (60%), or (b) Subdivisions whose aggregate Population Percentages total more than fifty percent (50%) provided that these Subdivisions also represent fifteen percent (15%) or more of the State’s counties or parishes (or, in the case of Settling States whose counties and parishes do not function as local governments, 15% of or more of the Settling State’s non-county Subdivisions), by number.
2. Approval Author-ity. Approval by the State shall be by the Attorney General. Approval by a Subdivision shall be by the appropriate official or legislative body pursuant to the required procedures for that Subdivision to agree to a legally binding settlement.
3. Population Percentage Calculation. For purposes of this Exhibit O only, Population Percentages shall be determined as follows: For States with functional counties or parishes3the Population Percentage of each county or parish shall be deemed to be equal to (a) (1) two hundred percent (200%) of the population of such county or parish, minus (2) the aggregate population of all Primary Incorporated Municipalities located in such county or parish, divided by (b) two hundred percent (200%) of the State’s population. A “Primary Incorporated Municipality” means a city, town, village or other municipality incorporated under applicable state law with a population of at least 25,000 that is not located within another incorporated municipality. The Population Percentage of each Primary Incorporated Municipality shall be equal to its population (including the population of any incorporated or unincorporated municipality located therein) divided by two hundred percent (200%) of the State’s population; provided that the Population Percentage of a Primary Incorporated Municipality that is not located within a county shall be equal to two hundred percent (200%) of its population (including the population of any incorporated or unincorporated municipality located therein) divided by two hundred percent (200%) of the State’s population. For all States that do not have functional counties or parishes, the Population Percentage of each non-county Subdivision (including any incorporated or unincorporated municipality located therein), shall be equal to its population divided by the State’s population.
3 Certain states do not have counties or parishes that have functional governments, including:
Alaska, Connecticut, Massachusetts, Rhode Island, and Vermont. 378
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4. Preexisting Agreements and Statutory Provisions. A State may include with the notice to its Subdivisions an existing agreement, a proposed agreement, or statutory provisions regarding the distribution and use of settlement funds and have the acceptance of such an agreement or statutory provision be part of the requirements to be an Initial Participating Subdivision. 379
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EXHIBIT P
Pharmacy Controlled Substance Compliance Program & AntiDiversion Injunctive Terms I. INTRODUCTION
1. Except where these Injunctive Terms specify a different implementation period, Walgreens shall implement the Injunctive Terms set forth below in Sections II through XVII by the Injunctive Terms Implementation Date (defined below).
2. To the extent that Walgreens already has in place positions, committees, departments, policies or programs that satisfy the Injunctive Terms, no re-naming or other change is required by these Injunctive Terms.
3. Overview
a. Walgreens will implement or maintain a Controlled Substance Compliance Program (“CSCP”).
b. The CSCP must include written standard operating procedures and/or corporate policies (the “CSCP Policies and Procedures”) required by these Injunctive Terms.
c. The CSCP shall apply during the term of these Injunctive Terms, to each of Walgreens’ retail pharmacy stores that dispense Schedule II Designated Controlled Substances and are registered or licensed with each Settling State. d. Walgreens shall provide a copy of the relevant CSCP Policies and Procedures to each Settling State within sixty (60) days of the Injunctive Terms Implementation Date. To the extent any implementation is expected to require additional time, the Parties agree to work together in good faith to establish a timeline for implementation. No later than thirty (30) days after the Injunctive Terms Implementation Date, each Settling State shall identify the person or office to whom Walgreens must provide a copy of the relevant CSCP Policies and Procedures and any other State-specific reporting required under these Injunctive Terms.
e. Settling States shall form the States Injunctive Relief Committee to serve as a point of contact for Walgreens and to perform such other roles as set forth herein. Upon the committee’s formation, Settling States shall provide notice to Walgreens of the members of the committee.
4. Compliance with Laws
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a. Walgreens acknowledges and agrees that its pharmacies must comply with applicable state and federal laws, regulations, and rules, including those regarding the dispensing of Controlled Substances. The requirements of these Injunctive Terms are in addition to, and not in lieu of, any other requirements of federal, state, or local law. Nothing in the Injunctive Terms shall be construed as relieving Walgreens of the obligation of its pharmacies to comply with all federal, state and local laws, regulations or rules, nor shall any of the provisions of the Injunctive Terms be deemed as permission for Walgreens to engage in any acts or practices prohibited by such laws, regulations or rules. b. The Injunctive Terms are not intended to and shall not be interpreted to prevent Walgreens from taking or implementing any other compliance or policy steps that are more restrictive or that are necessary to conform with federal, state, or local legal requirements, unless such steps would conflict with State or local law. The Injunctive Terms are not intended to and shall not be interpreted to require Walgreens to inventory any Controlled Substances or any particular Controlled Substances or to require dispensing of any Controlled Substances or of any individual, types, subsets or categories of Controlled Substances prescriptions.
c. In the event that Walgreens determines that there may be a conflict between the Injunctive Terms and the express requirements of federal, state, or local laws, or interpretations of such laws articulated by an agency responsible for enforcing such laws or a court (“Express Interpretations”), such that Walgreens determines that it cannot comply with the Injunctive Terms without violating these express requirements or Express Interpretations, Walgreens shall follow the express requirements of the federal, state or local law or Express Interpretation thereof and shall provide notice to the Settling State(s). Within thirty (30) days after receipt of a notification from Walgreens referenced above, Walgreens and the State shall meet and discuss the potential conflict, and Walgreens shall comply with any reasonable requests from the Settling State as necessary to determine whether there is a conflict between the Injunctive Terms and the express requirements of federal, state, or local laws, or Express Interpretations. In the event that Walgreens believes a court or administrative action brought by a governmental body in a Settling State has commenced against it or its pharmacists for actions required by the Injunctive Terms, then Walgreens may notify the Attorney General of the Settling State of such pending action. If the State agrees that the court or administrative action is a result of actions required by the Injunctive Terms, the State will engage in best efforts to resolve the conflict or assist in achieving resolution of the court or administrative action. Nothing in this paragraph shall (i) limit the right of the Settling State to disagree with Walgreens as to the conflict; (ii) be deemed to relieve Walgreens from following any subsequently enacted law or regulation, 381
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or judicial decisions from a regulatory authority with jurisdiction over controlled substances that is more restrictive than the provisions of the Injunctive Terms, or from following the Injunctive Terms if they are more restrictive than applicable laws at issue in the administrative action if there is no conflict; (iii) be deemed to relieve Walgreens from adhering to the outcome of a court or administrative action when it is determined that there is no conflict; or (iv) limit a Settling State’s ability to relieve Walgreens of a duty under these Injunctive Terms if that Settling State determines that that term is in conflict with that Settling State’s express legal requirements.
d. Walgreens shall retain all records it is required to create pursuant to its obligations hereunder for a period no shorter than three years, unless otherwise specified. Nothing in these Injunctive Terms shall prevent a Settling State from issuing a lawful subpoena or Civil Investigative Demand (CID) for records pursuant to an applicable law.
5. No Admission and No Use as Evidence. Walgreens does not admit liability or wrongdoing. These Injunctive Terms shall not be considered, construed, or represented to be (1) an admission, concession, or evidence of liability, wrongdoing, or to impose the existence of any legal obligations or requirements other than the requirement to follow these Injunctive Terms, or (2) a waiver or limitation of any defense otherwise available to Walgreens. These Injunctive Terms shall not be offered or received in evidence or otherwise relied on in any action or proceeding for any purpose other than in an action or proceeding to modify or enforce or monitor compliance with these Injunctive Terms.
II. TERM AND SCOPE
1. The term of these Injunctive Terms shall be from the Injunctive Terms Implementation Date until August 15, 2032, unless otherwise specified herein.
2. Except as otherwise stated herein, the Injunctive Terms shall apply to Walgreens’ retail pharmacy stores located in, and registered or licensed with, each Settling State that dispense Schedule II Designated Controlled Substances to Patients, including any Schedule II Designated Controlled Substances dispensed by any such retail pharmacy stores that are mailed or shipped to patients in a Settling State. Should Walgreens operate an online pharmacy that is registered or licensed to dispense Schedule II Designated Controlled Substances in any Settling State while these Injunctive Terms are in effect, the Injunctive Terms shall apply to such pharmacy as well.4
4 Walgreens’ specialty and mail order pharmacies are not subject to, and are not online pharmacies for purposes of, these Injunctive Terms.
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3. These Injunctive Terms may be amended by mutual agreement of a majority of the States Injunctive Relief Committee and Settling Pharmacy. Any such amendments must be in writing.
III. DEFINITIONS
1. The term “Distributor Injunctive Terms” means Exhibit P of the Settlement Agreement, dated as of July 21, 2021, between McKesson Corporation, Cardinal Health, Inc., and AmerisourceBergen Corporation and certain States and subdivisions.
2. The term “Block” means an action taken by Walgreens preventing or otherwise prohibiting any Settling Pharmacy pharmacist from filling prescriptions for Controlled Substances from a specific identified Prescriber.
3. The term “Clearinghouse” means the system established by Section XVII of the Distributor Injunctive Terms.
4. The term “Controlled Substances” means those substances designated under schedules II-V pursuant to the federal Controlled Substances Act.
5. The term “Designated Controlled Substances” shall be limited to: (a) oxycodone; (b) hydrocodone; (c) hydromorphone; (d) tramadol; (e) oxymorphone; (f) morphine; (g) methadone; and (h) fentanyl.
6. The term “Injunctive Terms Implementation Date” means thirty (30) days after the Effective Date of the Settlement Agreement as defined in Section I.V of the Walgreens Settlement Agreement.
7. The term “National Arbitration Panel” is defined in Section I.LL of the Walgreens Settlement Agreement.
8. The term “Patient” means any individual who receives a prescription for a Designated Controlled Substance from a Prescriber, whether legally valid or not, and attempts to fill it at one of Walgreens’ pharmacy stores in a Settling State.
9. The term “Prescriber” means any individual that has written a prescription for a Designated Controlled Substance, whether legally valid or not, that is presented to Walgreens in a Settling State.
10. The term “Red Flag(s)” means the enumerated Patient Red Flags, Prescription Red Flags, and Prescriber Red Flags set out in Section IX.
11. The term “Settling State(s)” means each State that is a signatory to the Walgreens Settlement Agreement.
12. The term “States Injunctive Relief Committee” means a committee representing the Settling States composed of between four and eight members designated by the Settling States. The members of the States Injunctive Relief Committee shall be employees of 383
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a Settling State’s Office of Attorney General and/or employees of another agency of a Settling State.
13. The term “Walgreens Settlement Agreement” means the settlement agreement dated as of December [ ] between and among the Settling States, the Participating Subdivisions and Walgreens.
IV. CONTROLLED SUBSTANCE COMPLIANCE PERSONNEL
1. Walgreens shall designate a Controlled Substance Compliance Director, or other appropriately titled position, to be a member of the Controlled Substance Compliance Committee (described below in Section VI), and to oversee a Controlled Substance Compliance Department and Walgreens’ compliance with 21 C.F.R. 1306.04 and these Injunctive Terms. As used in these Injunctive Terms, the terms “Controlled Substance Compliance Committee” and “Controlled Substance Compliance Department” refer to the entity or entities, however titled, that carry out the functions required by these Injunctive Terms. Notwithstanding the preceding sentence, to the extent an existing position, committee or department carries out the functions required by these Injunctive Terms, any other functions undertaken by such position, committee or department shall not be subject to these Injunctive Terms or oversight by the Settling States pursuant to these Injunctive Terms. The position, committee and department discussed in these Terms may bear different names and need not be limited to the roles and functions set forth herein.
2. The Controlled Substance Compliance Director shall have knowledge of and experience with the laws and regulation of Controlled Substances, in particular the regulations in 21 C.F.R. § 1306.04.
3. The Controlled Substance Compliance Director shall provide at least quarterly reports to the Controlled Substance Compliance Committee (described below in Section VI) regarding Walgreens’ compliance with these Injunctive Terms, including the implementation of any changes to the CSCP Policies and Procedures required by these Injunctive Terms.
4. Staffing levels of Walgreens’ Controlled Substance Compliance Department shall be reviewed periodically, but at least on an annual basis, by Walgreens’ Controlled Substance Compliance Committee to assess whether such staffing levels are sufficient for the Controlled Substance Compliance Department to comply with this Agreement.
This review shall include consideration of relevant developments in technology, law, and regulations.
5. Throughout the term of these Injunctive Terms, Walgreens shall maintain a telephone and electronic submission hotline(s) (the “Hotline”) to permit employees and/or Patients and/or members of the public to anonymously report suspected inappropriate or illegitimate dispensing, prescribing or diversion of Designated Controlled Substances, violations of the CSCP Policies and Procedures, these Injunctive Terms, 384
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Walgreens’ company policy, or other applicable law. The Hotline may be implemented by adding a dedicated option to existing systems that includes reporting regarding Designated Controlled Substances. Walgreens shall publish its Hotline contact information to its employees and Patients in the Settling States. Walgreens shall maintain for the duration of Injunctive Terms a record of each complaint made to the Hotline regarding Designated Controlled Substances and documentation regarding any investigation or response to such complaints. Nothing herein shall require Walgreens to investigate a pharmacist’s professional judgment to refuse a prescription that the pharmacist believes was prescribed or is being used for other than a legitimate medical purpose or that the pharmacist believes was not prescribed by an individual Prescriber acting in the usual course of his or her professional practice.
V. INDEPENDENCE
1. Walgreens’ Controlled Substance Compliance Department personnel, pharmacists and pharmacist technicians who work at Walgreens’ pharmacies within the Settling States, and field personnel who supervise pharmacists and pharmacist technicians (together, “CSCP Employees”), shall not be compensated in whole or in part by commissions, bonuses, incentives or any other monetary or non-pecuniary benefit that depends in material part on revenue or profitability targets or expectations to sales of Controlled Substances. Nothing in these Injunctive Terms shall be interpreted to prevent compensation of employees based on sales volume, revenue or profitability targets/expectations for enterprise-, store-, or pharmacy-wide sales that include Controlled Substances.
2. No CSCP Employees may be terminated, suspended, threatened with or face any other negative employment consequence for failing to meet any revenue or profitability targets or expectations that depends in material part on sales of Controlled Substances.
Nothing in these Injunctive Terms shall be interpreted to prevent Walgreens from taking employment action based on sales volume, revenue or profitability targets/expectations for enterprise-, store-, or pharmacy-wide sales that include Controlled Substances.
3. Personnel in Walgreens’ Controlled Substance Compliance Department shall not report to Walgreens’ sales, marketing, or business development departments, and sales, marketing, or business development departments shall not be authorized to make decisions regarding the promotion, compensation, demotion, admonition, discipline, commendation, periodic performance reviews, hiring, or firing of Controlled Substance Compliance Department personnel. This provision does not apply to an officer or executive to whom both the Controlled Substance Compliance Department and sales, marketing and/or business development departments report.
4. Walgreens’ sales, marketing and business development departments are prohibited from interfering with, obstructing, or otherwise exerting control over any Controlled Substance Compliance Department or Controlled Substance Committee decision385 P - 7
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making. This provision does not apply to an officer or executive to whom both the Controlled Substance Compliance Department and sales, marketing and/or business development departments report.
5. To the extent necessary to comply with this section, Walgreens’ Controlled Substance Compliance Committee shall review, modify, and direct any changes to any compensation and non-retaliation policies specific to the sale or dispensing of Designated Controlled Substances.
VI. OVERSIGHT
1. To the extent not already established, within thirty (30) business days of the Injunctive Terms Implementation Date, Walgreens shall establish a compliance committee, however titled, that includes representatives from its respective legal, compliance, pharmacy operations and asset protection departments, however named, to provide oversight over the CSCP and its compliance with the Injunctive Terms. For the purposes of reference herein, this committee, however named, shall be referred to as the “Controlled Substance Compliance Committee.” Walgreens shall maintain its Controlled Substance Compliance Committee for the duration of the term of the Injunctive Terms. The Controlled Substance Compliance Director shall be a member of the Controlled Substance Compliance Committee.
2. Walgreens’ Controlled Substance Compliance Committee shall have quarterly meetings during which the Controlled Substance Compliance Director shall report on, and the Controlled Substance Compliance Committee shall review, among other things, (a) the Prescription Validation Process, including the CSCP Policies and Procedures on identifying and resolving Patient, Prescriber and Prescription Red Flags; (b) the training required under the Injunctive Terms; (c) proactive due diligence and site visits; (d) the Prescriber Review Processes; (e) significant new national and regional diversion trends involving Controlled Substances; (f) Walgreens’ adherence to the Injunctive Terms and applicable laws and regulations; and (g) any technology, staffing, or other resource needs for the CSCP. The Controlled Substance Compliance Committee shall have access to all CSCP reports described in the following subsection.
3. On an annual basis, Walgreens’ Controlled Substance Compliance Committee shall provide a written report to the President of the Settling Pharmacy’s Retail Division, the Chief Financial Officer of the Settlement Pharmacy’s Retail Division, the Chief Legal Officer of the Settling Pharmacy’s Retail Division, and the corporate Chief Compliance Officer, outlining (a) the Settling Pharmacy’s adherence to, and any material deviations from these Injunctive Terms; (b) the allocation of resources sufficient to comply with these Injunctive Terms; and (c) any revisions to the CSCP that the Controlled Substance Compliance Committee has approved. The corporate Chief Compliance Officer shall determine if and when it is appropriate to make a report to the Board or any subcommittee thereof, but shall report at least annually. 386
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4. Walgreens, through its Controlled Substance Compliance Department and Committee, shall, at least once every year, review and oversee any enhancements to the CSCP Policies and Procedures and systems for dispensing activity that the Controlled Substance Compliance Committee deems necessary.
5. The Controlled Substance Compliance Committee shall be responsible for the approval of all material revisions to the CSCP Policies and Procedures, provided that nothing herein shall prevent Walgreens from implementing changes to the CSCP Policies and Procedures pending such review and approval.
VII. MANDATORY TRAINING
1. The CSCP Policies and Procedures shall be published in a form and location readily accessible to all pharmacy and compliance personnel at each of Walgreens’ retail pharmacy locations in the Settling States. Online availability is sufficient, so long as pharmacy and compliance personnel have access to a computer with access to the CSCP Policies and Procedures.
2. Walgreens shall launch training for all existing CSCP Employees, to the extent practical (for example, accounting for employee leave), on the CSCP Policies and Procedures required under these Injunctive Terms, including the Prescription Validation Process and corresponding responsibility. The training shall be launched within one hundred twenty (120) days of the Injunctive Terms Implementation Date.
All CSCP Employee new hires, to the extent practical, shall be required to participate in such trainings within sixty (60) days of hiring or six (6) months of the Injunctive Terms Implementation Date, whichever is later. Walgreens will further require that every CSCP Employee, to the extent practical, receive such training at least once every three (3) years for the term of these Injunctive Terms.
3. On an annual basis for the duration of these Injunctive Terms, Walgreens shall test its CSCP Employees on their knowledge regarding the CSCP Policies and Procedures required under these Injunctive Terms, including the Prescription Validation Process and corresponding responsibility.
4. It shall be a part of the CSCP Policies and Procedures and all trainings of all CSCP Employees required under these Injunctive Terms that pharmacists shall refuse to dispense Controlled Substances that they believe were prescribed or are being used for other than a legitimate medical purpose or that they believe were not prescribed by an individual Prescriber acting in the usual course of his or her professional practice. 387
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5. All trainings required under these Injunctive Terms shall also make clear that (i) Walgreens’ compensation and non-retaliation policies, including pursuant to these Injunctive Terms, prevent CSCP Employees from being compensated or penalized in any way related to revenue or profitability targets or expectations specific to sales of Controlled Substances; and ii) pharmacists will not be penalized in any way for exercising their professional judgment to refuse to fill prescriptions for Controlled Substances pursuant to their corresponding responsibility. To the extent that trainings designed and launched prior to the Effective Date of these Injunctive Terms do not reference these policies, they shall be added by the end of 2023.
VIII. THE PRESCRIPTION VALIDATION PROCESS
1. As part of its CSCP, Walgreens shall maintain a Prescription Validation Process in the CSCP Policies and Procedures, as further described and set forth in this section, that each pharmacist employed by Walgreens in a Settling State must follow when dispensing a prescription for a Controlled Substance. The inclusion of an enumerated Red Flag in these Injunctive Terms shall not be considered, construed, or represented to be an admission, concession, or evidence of any factual or legal contention related to such Red Flag. A Red Flag shall not be interpreted to mean that a prescription is, or is more likely than not, illegitimate and/or not issued in the usual course of professional practice or treatment.
2. A Red Flag will be considered “resolved” if, after further investigation as described below, and given other facts and circumstances surrounding the prescription, a pharmacist determines, in his or her professional judgment, that the facts that triggered the Red Flag do not lead him or her to believe that the prescription was written or is being submitted for an illegitimate medical purpose or outside the usual course of a Prescriber’s professional practice.
3. Walgreens’ CSCP Policies and Procedures shall provide that if a pharmacist identifies any “Patient Red Flags” associated with a Controlled Substances prescription (described in Section IX(3) below), before filling the prescription the pharmacist must resolve them; and that the method of resolution falls within the judgment of the pharmacist and may include reviewing the Patient’s profile and history with the Settling Pharmacy, calling the Prescriber or Prescribers if appropriate, speaking with the Patient if appropriate, calling on the pharmacist’s pre-existing knowledge of the Patient or Prescriber, reviewing available Prescription Monitoring Program (“PMP” or “PDMP”) data, and/or reviewing other data or information available to the pharmacist.
4. Walgreens’ CSCP Policies and Procedures shall provide that if forgery or fraud is suspected, or if the pharmacist identifies any other “Prescription Red Flags” associated with a Controlled Substances prescription (described in Section IX(4) below), the pharmacist must resolve the Prescription Red Flags before filling the prescription; and that the method of resolution falls within the judgment of the pharmacist and may 388
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include reviewing the Patient’s profile and history with Walgreens, calling the Prescriber or Prescribers if appropriate, speaking with the Patient if appropriate, calling on the pharmacist’s pre-existing knowledge of the Patient or Prescriber, reviewing available PMP or PDMP data, and/or reviewing other data or information available to the pharmacist.
5. Walgreens’ CSCP Policies and Procedures shall require that if a pharmacist identifies any “Prescriber Red Flags” associated with a Controlled Substances prescription (described in Section IX(5) below), the pharmacist must resolve them before filling the prescription; and that the method of resolution falls within the judgment of the pharmacist and may include reviewing any Walgreens records regarding the Prescriber, calling the Prescriber if appropriate, speaking with the Patient if appropriate, calling on the pharmacist’s pre-existing knowledge of the Patient or Prescriber, reviewing available PMP or PDMP data, and/or reviewing other data or information available to Walgreens.
6. Walgreens’ CSCP Policies and Procedures related to Schedule II Designated Controlled Substances shall provide that the resolution of all Red Flags identified by the pharmacist, as well as any prescriptions that were rejected pursuant to Red Flags identified by the pharmacist, and the reasons why they were rejected, must be documented by the pharmacist, unless if based on the pharmacist’s pre-existing knowledge of the Patient or Prescriber. Any such records shall be maintained for the duration of these Injunctive Terms. To the extent that a Red Flag is resolved based upon facts or circumstances that are already reflected or documented in Walgreens’ records, further documentation of those facts or circumstances is not required for resolution of substantially the same Red Flag on subsequent prescriptions. For example, if a Patient lives fifty-five (55) miles from a Walgreens but works near the pharmacy and that fact is reflected in pharmacy records, no documentation for the resolution of the Red Flag addressing the Patient’s distance from the pharmacy is required in connection with individual prescriptions dispensed for that Patient. A lack of documentation shall not be interpreted to create a presumption that a pharmacist did not resolve any identified Red Flags. Nothing in these Injunctive Terms shall require Walgreens to create a record in those instances where the pharmacist rejects a prescription when presented without an effort to resolve any red flags, including but not limited to instances where the pharmacist rejects a prescription for clinical reasons, or where the pharmacist identifies on the face of the prescription a Prescription Red Flag (defined in Section IX below) that causes the pharmacist to conclude without further inquiry that the prescription is invalid.
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7. Walgreens’ CSCP Policies and Procedures shall provide that, even if all Red Flags are resolved, a pharmacist shall reject a prescription if, in his or her professional judgment, he or she believes that it was written or is being submitted for other than a legitimate medical purpose and/or was written outside the usual course of an individual Prescriber’s professional practice.
IX. RED FLAGS
1. Upon request by the Settling States, but no more than annually, and no earlier than four months after the Injunctive Terms Implementation Date, Walgreens shall provide to the Settling States a report (the “Annual Data Report”) that sets forth: (1) the total number of prescriptions for Controlled Substances dispensed annually, aggregated nationally and by state; (2) the top twenty-five prescribers of Designated Controlled Substances in each Settling State; (3) the list of prescribers subject to disclosure in section X.5; (4) the specific process, system, metrics or algorithms (if any) sufficient to demonstrate the operational system’s ability to identify each category of Red Flag listed in this section; and (5) the total number of prescriptions that pharmacists at the Settling Pharmacy refused to dispense using Walgreens’ Good Faith Dispensing worksheet. The Settling States acknowledge that the Good Faith Dispensing worksheet documents the resolution of some Red Flags listed in this section, but does not document the resolution of every Red Flag listed in this section. Upon request, the State Injunctive Relief Committee may request a reasonable sample of completed Good Faith Dispensing worksheets. Unless otherwise required by law, if a Settling State seeks to disclose any data and/or information provided under this provision as part of a proceeding to enforce these Injunctive Terms or otherwise, it shall first provide ten (10) days’ notice to Walgreens unless doing so would conflict with applicable law. A Settling State shall not otherwise disclose or provide any data provided under this provision to third parties during or after the Term of these Injunctive Terms unless required to do so by law. If a Settling State is required to disclose or provide any data under this provision to third parties during or after the Term of these Injunctive Terms, it shall first provide ten (10) days’ notice to Walgreens unless doing so would conflict with applicable law. All data and/or information provided under this paragraph shall be deemed confidential law enforcement material, to the extent state law permits, and shall not be subject to production unless required by law. Nothing in this paragraph shall be deemed to prevent a Settling State from sharing this material with other State or federal law enforcement agencies.
2. Within the three months following the provision of the Annual Data Reports, either Walgreens or the States Injunctive Relief Committee may propose in writing a meet and confer to discuss potential changes to the scope of one or more categories of Red Flags. At such a meeting, Walgreens or the States Injunctive Relief Committee may provide additional research, information or data available to them beyond that provided in the Annual Data Reports. For example, Walgreens might propose reducing the 390
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threshold for triggering a particular category of Red Flag or consolidating certain Red Flags or subcategories of Red Flags into a single metric, or the States Injunctive Relief Committee might propose increasing the threshold for triggering a particular Red Flag or expanding that Red Flag to include multiple subcategories (e.g., number of prescriptions, distance thresholds).
a. If Walgreens and the States Injunctive Relief Committee agree on such changes to one or more Red Flags, they shall document those changes in writing and they shall become a part of these Injunctive Terms for all intents and purposes. b. If Walgreens and the States Injunctive Relief Committee cannot agree on the proposed changes during their meeting and confer, the Party seeking the change(s) to the Red Flag(s) may seek a 5-day mediation of the issue at its own expense. If the mediation fails to resolve the dispute between the parties, the party seeking the proposed change(s) may appeal to the National Arbitration Panel to have the National Arbitration Panel modify the Red Flags on the basis that the change(s) would be consistent both with avoiding unnecessary material costs of identifying and resolving Red Flags and materially reducing the diversion of Controlled Substances. In such a proceeding, the Party seeking the proposed change(s) may provide evidence from Annual Data Reports or from other research, data and information.
c. In any such proceedings, there shall be a presumption against imposition of any proposed Red Flags, or proposed modifications to pre-existing Red Flags, that have not been identified by the United States Drug Enforcement Administration (DEA) or other law enforcement agencies tasked with the regulation of Controlled Substances.
d. The Red Flags required by these Injunctive Terms shall at no point be too numerous or complex to be reasonably workable for pharmacists in the context of protecting patient safety, performing corresponding responsibility, drug utilization review, and their other responsibilities. Any dispute over whether the Red Flags required by these Injunctive Terms have become too numerous or complex to be reasonably workable for pharmacists shall be submitted to the National Arbitration Panel. In the event a dispute is submitted to the National Arbitration Panel, it shall be Walgreens’ burden to prove that the Red Flag(s) at issue are overly burdensome and that their burdensome nature outweighs any public health benefit.
3. Walgreens’ CSCP Policies and Procedures shall direct its pharmacists to treat the following circumstances as “Patient Red Flags”:
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a. A Patient seeks to fill a Schedule II Designated Controlled Substance prescription more than three days prior to the contemplated exhaustion date of an earlier prescription of the same Schedule II Designated Controlled Substance (e.g., exhaustion of the days’ supply assuming the prescription has been taken in accordance with the prescribers’ directions on the face of the prescription), provided the previous prescription was also dispensed by the same Settling Pharmacy;
b. A Patient seeks to fill a Designated Controlled Substance prescription from a Prescriber after having filled Designated Controlled Substance prescriptions at the same Walgreens from more than four other Prescribers, from separate practices, in a given 6-month period;5
c. To the extent personally known by the dispensing pharmacist, Prescriber has been the subject of more than ten (10) documented refusals to fill within a sixmonth period; d. A Patient seeks to fill a Designated Controlled Substance prescription after having filled three other Designated Controlled Substance prescriptions written by multiple Prescribers with overlapping days of supply at Walgreens’ pharmacies within thirty (30) days;
e. The distance between a Patient’s residence and the Walgreens receiving the Designated Controlled Substance prescription is farther than 50 miles; f. The Patient resides more than one hundred (100) miles from the Prescriber who issued the Designated Controlled Substances prescription; g. To the extent personally known by the dispensing pharmacist, a Patient seeks to fill a Designated Controlled Substance prescription after having two other prescriptions for Designated Controlled Substances subjected to documented refusals to fill by a Walgreens pharmacist within the past thirty (30) days; h. A patient pays in cash for a Designated Controlled Substance despite having prescription drug insurance on file for that medication; i. Three or more Patients come to the pharmacy together to fill prescriptions for the same Designated Controlled Substances;
j. A Patient requests a Designated Controlled Substance by its slang or street description, such as “Mallinckrodt blues,” “M’s” or “the blue pill”; and
5 In Walgreens’ sole discretion, for administrative convenience Walgreens may implement this Red Flag without regard to whether Prescribers are at separate practices, thereby resulting in more instances in which the flag occurs.
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k. A Patient presenting a prescription for a Designated Controlled Substance appears visibly altered, intoxicated, or incoherent.
4. Walgreens’ CSCP Policies and Procedures shall direct its pharmacists to treat the following circumstances as “Prescription Red Flags:”
a. A Controlled Substance prescription fails to meet the requirements of law; b. A Controlled Substance prescription that appears altered, including but not limited to, a photocopied prescription or a prescription in which an altering agent, such as white out, was used;
c. A Controlled Substance prescription written with misspellings suggesting the prescription may not have been written by a valid Prescriber; d. A Controlled Substance prescription using atypical abbreviations suggesting the prescription may not have been written by a valid Prescriber; and e. A Controlled Substance prescription written with multiple colors of ink or in multiple different handwritings.
5. Walgreens’ CSCP Policies and Procedures shall direct its pharmacists to treat the following circumstances as “Prescriber Red Flags:”
a. A Prescriber provides a Patient with prescriptions for all three of a Schedule II Designated Controlled Substance, a benzodiazepine, and carisoprodol; b. A Prescriber has no office within fifty (50) miles of the retail pharmacy store where a Designated Controlled Substance prescription is submitted; and c. A Prescriber of Designated Controlled Substances uses prescriptions that are preprinted or stamped with drug type and amount.
X. PRESCRIBER REVIEW
1. Walgreens shall regularly review the prescribing patterns and practices of Prescribers of Designated Controlled Substances (the “Prescriber Review Process”). The Prescriber Review Process shall employ algorithms, or other means, to review data on Walgreens’ retail dispensing for potential Prescribers of concern.
2. Walgreens shall initiate Prescriber Review Process in the following circumstances:
a. Personnel implementing the Prescriber Review Process become aware that a Prescriber of Designated Controlled Substances located in a Settling State has been the subject of a blanket refusal to fill by one or more of Walgreens’ retail pharmacy stores in the Settling States;
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b. Personnel implementing the Prescriber Review Process become aware that a Prescriber of Designated Controlled Substances located in a Settling State has been charged or indicted with a crime related to prescribing Designated Controlled Substances by the Federal Government or law enforcement in a Settling State; or
c. Walgreens has received a Hotline complaint that has been investigated and substantiated concerning a Prescriber’s illegitimate prescribing of Designated Controlled Substances.
3. Based on the professional judgment of the employees operating the Prescriber Review Process, Walgreens may also initiate the Prescriber Review Process when:
a. Personnel implementing the Prescriber Review Process are notified in writing by law enforcement that a Prescriber of Designated Controlled Substances located in a Settling State is the target of an investigation regarding the prescribing of Controlled Substances;
b. A Prescriber of Designated Controlled Substances was flagged for review by a Walgreens pharmacist in a Settling State (other than through a refusal to fill or blanket refusal to fill) or by field personnel who supervise Walgreens’ pharmacies in a Settling State; or
c. A Prescriber of Designated Controlled Substances located in a Settling State was identified through the running of algorithms on Walgreens’ retail dispensing.
4. Once Walgreens identifies a Prescriber for further investigation, Walgreens shall review pertinent and available data or information pertaining to the Prescriber, which may include interviews or other information gathered in the discretion of the employees operating the Prescriber Review Process. All data and information collected or created as part of the Prescriber Review Process shall be maintained by Walgreens for the length of these Injunctive Terms. When permitted by law, nothing contained in this Section prevents Walgreens from taking immediate action to Block a Prescriber.
5. If after the Prescriber Review Process those making the decision have not resolved the circumstances that caused Walgreens to further investigate the Prescriber, then the Prescriber shall be Blocked from having Controlled Substance prescriptions filled at Walgreens’ retail pharmacies in the Settling States, when permitted by law. A Prescriber may have an opportunity at the discretion of Walgreens to seek future reinstatement by providing information to Walgreens that may resolve its concerns.
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Substances from a given Prescriber independent of any decision by Walgreens to Block or not Block a given Prescriber. On written demand, on an annual basis, Walgreens shall provide to each Settling State the names of and DEA registration or NPI numbers of Prescribers of Designated Controlled Substances within that Settling State that it has Blocked. Each Settling State shall provide contact information in order to receive such information. For each of the Settling States, on an annual basis, Walgreens shall provide to the Injunctive Relief Committee the number, names and DEA registration or NPI numbers of Prescribers who were: (a) blocked, and (b) the number of prescribers who were reviewed but not blocked.
XI. PROACTIVE DUE DILIGENCE AND SITE VISITS
1. During the term of these Injunctive Terms, Walgreens shall conduct periodic proactive compliance reviews of its retail pharmacy stores in the Settling States to assist with the identification of potential compliance issues related to the dispensing of Designated Controlled Substances at its retail pharmacy stores in the Settling States. This may be satisfied by the use of algorithms, or other electronic means, to analyze data associated with each pharmacy’s dispensing of Designated Controlled Substances to identify particular pharmacies for review as required under this Section XI. Documentation of any resulting reviews shall be maintained by Walgreens and made accessible to all Controlled Substance Compliance Department personnel upon request for the duration of these Injunctive Terms.
2. During the term of these Injunctive Terms, Walgreens personnel or qualified thirdparty compliance consultants shall conduct site visits to each pharmacy in a calendar year. These site visits shall at a minimum consist of a review of Controlled Substance dispensing documentation and recordkeeping; and a review of physical surroundings and other circumstances for any indications of potential non-compliance with these Injunctive Terms or the CSCP Policies and Procedures, or any violations of other applicable laws and regulations related to the dispensing of Controlled Substances.
3. During site visits, Walgreens’ personnel or qualified third-party compliance consultants shall interview relevant pharmacy employees, if appropriate, about any potential areas or issues of concern, including potential violations of laws related to the dispensing of Controlled Substances, the CSCP Policies and Procedures, and these Injunctive Terms.
4. Walgreens’ personnel or qualified third-party compliance consultants who conduct site visits shall complete a report reflecting the findings of any site visit pursuant to this section. This report shall document areas or issues of concern, including potential violations of law related to the dispensing of Controlled Substances, the CSCP Policies and Procedures, and these Injunctive Terms.
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5. The site visit reports described above shall be maintained by Walgreens and made accessible to all Controlled Substance Compliance Department personnel for the duration of these Injunctive Terms. Upon its request, the States Injunctive Relief Committee shall be provided sample reports or a report for a particular store.
XII. THEFT AND LOSS PREVENTION
1. In addition to complying with all theft and loss procedures, policies and precautions required by state and federal law, Walgreens shall maintain for at least three years information regarding the receipt and disposition of inventory of all Designated Controlled Substances at each retail pharmacy store.
2. In addition to any other reporting obligations under state and federal law, Walgreens must provide to each Settling State on a quarterly basis any reports it has made to the DEA regarding the theft or significant loss of Designated Controlled Substances in that Settling State pursuant to 21 C.F.R. §1301.76(b). Each Settling State shall provide contact information in order to receive such reports. There shall be no obligation to provide these reports to Settling States that receive contemporaneous reporting of thefts or significant losses of Designated Controlled Substances to a Settling State’s board of pharmacy.
XIII. REPORTING TO LAW ENFORCEMENT
1. The Settling States shall inform Walgreens to what extent their law enforcement authorities would like to receive reports, other than those already required by law or regulation, of any confirmed forged prescriptions. To the extent not already in place, Walgreens shall implement standard operating procedures directing its employees to report any confirmed forged prescriptions for Designated Controlled Substances to those Settling States who have indicated that they want to accept it, within five (5) days of completing any review of such prescription or conduct. The Settling States shall provide contact information in order to receive such reports.
2. Walgreens shall document and for at least two (2) years maintain records of any such reports that are made to Settling States regarding confirmed fraudulent or forged prescriptions, which are maintained centrally.
XIV. ENFORCEMENT OF INJUNCTIVE TERMS
1. Notice of Potential Violations and Opportunity to Cure. a. A “Potential Violation” occurs when the Settling State determines, after appropriate investigation and due diligence, that Walgreens is not in substantial compliance with a material aspect of the Injunctive Terms. A Potential 396
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Violation may be for a single retail pharmacy. A violation of this Agreement is not presumed to occur when a pharmacist, pharmacist technician, or other field personnel who supervise pharmacists and/or pharmacist technicians employed by Walgreens violates Walgreens’ CSCP Policies and Procedures. b. Potential Violation Discovered by Settling State.
i. In the event of a Potential Violation identified by a Settling State, the Settling State shall notify Walgreens in writing (the “State’s Notice”). ii. Within thirty (30) days of receipt of the State’s Notice, Walgreens shall provide a written response to the Settling State. The response shall include Walgreens’ position as to the act(s) of non-compliance, including, possibly, a statement setting forth why Walgreens believes it is in substantial compliance with the relevant provision(s) or a statement explaining how the Potential Violation has been addressed. iii. If the Settling State wishes to meet with Walgreens, Walgreens shall promptly make itself available for such a meeting.
c. If, after review of a written response and any meeting, the Settling State believes that a Potential Violation is ongoing or has not been substantially addressed, it will provide written notice to Walgreens and work in conjunction with Walgreens to devise, within thirty (30) days, a corrective action plan (“Corrective Action Plan”) to remedy such Potential Violation, including a reasonable period for implementation of such plan.
d. Within sixty (60) and one hundred twenty (120) days after implementing the Corrective Action Plan, Walgreens will provide a written compliance update to the Settling State and make itself available to meet with the Settling State if requested. If after reviewing the compliance update and any meeting, the Settling State believes a Potential Violation remains ongoing or has not been substantially addressed, the Settling State may commence a 30-day mediation period. If mediation fails to resolve the dispute between the parties, the Settling State may take whatever action it deems necessary, including but not limited to bringing an action to enforce these Injunctive Terms, filing a new action (administrative or civil action) for violation of the Injunctive Terms as allowed by state law, conducting further investigation, or attempting to negotiate an updated Corrective Action Plan with Walgreens. But the Settling State may not seek to reinstate claims that have been released as part of the Settlement Agreement.
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implement a Corrective Action Plan or to provide a compliance update as required by subsections 1(b), 1(c) and/or 1(d), a Settling State may bring an action to enforce these Injunctive Terms, filing a new action (administrative or civil action) for violation of the Injunctive Terms as allowed by state law, conduct further investigation, or attempt to negotiate an updated Corrective Action Plan with Walgreens. But the Settling State may not seek to reinstate claims that have been released as part of the Settlement Agreement. f. If, after review of a written response and any meeting, pursuant to subsections 1b. or 1c., above, the Settling State concludes that a Potential Violation is not ongoing or has been substantially addressed, the Settling State will provide written notice of this conclusion to the Settling Pharmacy within thirty (30) days of reaching its conclusion.
2. Enforcement Action. Each Settling State agrees that prior to taking any court or administrative action, other than an action that the Settling State concludes is necessary to address an immediate threat to the health, safety, or welfare of the citizens of the Settling State, or that a public emergency requiring immediate action exists, it will follow the process outlined above. If the Settling State concludes that action is necessary to address an immediate threat to the health, safety, or welfare of the citizens of the Settling State or that a public emergency requiring immediate action exists, it will make best efforts to provide reasonable notice to a Settling Pharmacy prior to initiating any such action.
XV. COMPLIANCE CERTIFICATION
1. Walgreens’ Controlled Substance Compliance Director shall, after diligent inquiry, complete an annual compliance certification as set out in Section XV(4).
2. The certification shall be filed annually for the duration of these Injunctive Terms with a Settling State’s appropriate licensing and/or regulatory agency and its Attorney General.
3. The certification shall state:
“I understand the compliance requirements and responsibilities as they relate to [insert name of department], an area under my supervision. My job responsibilities include attempting to achieve compliance with regard to the [insert name of department] with all applicable statutory requirements, obligations of the Injunctive Terms, and applicable policies, and I have taken steps to promote such compliance. To the best of my knowledge, the [insert name of department] is in compliance with the obligations of these Injunctive Terms. I understand that this certification is being provided to and relied upon by the State of [Settling State].”
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4. If the Controlled Substance Compliance Director is unable to provide such a certification, the Controlled Substance Compliance Director shall provide a written explanation of the reasons why he or she is unable to provide the certification outlined above.
XVI. DATA SHARING
1. Walgreens shall consent to the provision by its distributors of Walgreens’ unblinded “867 Data” (data sent from the distributor to the manufacturer concerning the sale of its products to Walgreens) to opioid manufacturers on any particular Designated Controlled Substances manufactured by them as soon as commercially reasonable and at no cost to the manufacturers, provided that, pursuant to a prior written agreement with Walgreens, the opioid manufacturers agree (a) to ensure the confidentiality of the 867 Data, except as required by law; (b) to implement safeguards and procedures to limit access to and use of the 867 Data, except as required by law; (c) that the 867 Data shall be used solely for compliance purposes as part of their Suspicious Order Monitoring programs; and (d) that the 867 Data shall be shared only with specified personnel and shall not be shared with business or sales personnel.
2. To the extent that Walgreens provide McKesson Corporation, Cardinal Health, Inc., or AmerisourceBergen Corporation (the "Settling Distributors") with Pharmacy Customer Data (as defined in the Distributor Injunctive Terms) for use in their Controlled Substance Monitoring Programs, Walgreens agree that the Settling Distributor(s) may share such Pharmacy Customer Data with the Monitor appointed pursuant to the Distributor Injunctive Terms, provided that the Monitor agrees, pursuant to a prior written agreement with Walgreens, (a) to ensure the confidentiality of the Pharmacy Customer Data; (b) to implement safeguards and procedures to limit access to and use of the Pharmacy Customer Data; (c) that the Pharmacy Customer Data is used solely for the purpose of ensuring the Settling Distributors’ compliance with the Distributor Injunctive Terms; and (d) that the Pharmacy Customer Data shall be shared only with specified personnel.
XVII. CLEARINGHOUSE
1. Walgreens will confer with any Settling Distributor that distributes Designated Controlled Substances to its retail pharmacies and the States Injunctive Relief Committee for a period not to exceed six (6) months from the Injunctive Terms Implementation Date to determine: what additional deidentified information, if any, is needed from Walgreens for a Settling Distributor to perform suspicious order monitoring; if additional deidentified information is needed, how the Settling Pharmacy shall provide it to a Settling Distributor; and what information provided by Walgreens to a Settling Distributor may be deposited by the Settling Distributor into the Clearinghouse. For the avoidance of doubt “deidentified” does not refer to Prescribers. If agreements are not reached, the matters in dispute shall be submitted to 399
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arbitration. Due to patient privacy and legal restrictions and other confidentiality and commercial concerns, in connection with any meet and confer described above, Walgreens may not be compelled to provide individual patient-level or prescriptionlevel data, de-identified or otherwise, to the Settling Distributors.
2. Walgreens and Settling Distributors will also determine whether and in what amount each Settling Pharmacy will contribute to the cost of the operation of the Clearinghouse. When Walgreens contributes to the costs of the Clearinghouse, Settling Pharmacy, Settling Distributors and all other participants in the Clearinghouse shall determine an equitable amount of Walgreens’ contribution. If agreements are not reached, the matters in dispute shall be submitted to arbitration.
3. Any data provided by Walgreens to a Settling Distributor and/or the Clearinghouse pursuant to these Injunctive Terms shall be treated in compliance with state and federal law, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and all applicable state and federal privacy laws.
4. No Settling Distributor or other participant in the Clearinghouse shall receive from the Clearinghouse information specific to Walgreens.
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EXHIBIT Q
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EXHIBIT R
Agreement on Attorneys’ Fees, Costs, and Expenses
This Agreement on Attorneys’ Fees, Costs, and Expenses (“Fee Agreement”) is entered between Walgreens and the Plaintiffs’ Executive Committee appointed in the multidistrict litigation in the Northern District of Ohio, In re National Prescription Opiate Litigation, No. 1:17-MD-2804 (“MDL PEC”), in connection with the Walgreens Global Opioid Settlement Agreement (“Walgreens Agreement”). This Fee Agreement becomes effective on the Effective Date of the Walgreens Agreement or the date that the Consent Judgments anticipated under the Walgreens Agreement become final in 25 Settling States (whichever is later).
I. Definitions
A. This Fee Agreement incorporates all defined terms in the Walgreens Agreement, unless otherwise defined herein, and shall be interpreted in a manner consistent with the Walgreens Agreement.
B. “Applicant.” Any Attorney or MDL Participating Counsel who seeks an award of attorneys’ fees from the Attorney Fee Fund pursuant to the procedures established by the MDL Court and the Fee Panel.
C. “Attorney.” Any of the following retained through a legal contingency fee or hourly fee contract: a solo practitioner, multi-attorney law firm, or other legal representative of a Participating Subdivision or MDL Participating Counsel. This does not include Subdivision in-house attorneys.
D. “Attorney Fee Fund.” An account consisting of up to $563,732,518.00 allocated to pay attorneys’ fees approved pursuant to Section II.B. of this Fee Agreement, established by Order of and under the ongoing jurisdiction of the MDL Court, as provided below.
E. “Common Benefit.” Work performed for the benefit of all Participating Subdivisions and Tribal Nations, including, but not limited to, pretrial matters, discovery, trial preparation, trial, settlement negotiations, and all other work that advances the interests of the Participating Subdivisions.
F. “Common Benefit Fund.” The sub fund of the Attorney Fee Fund described in Section II.C.
G. “Common Benefit Order.” The Ongoing Common Benefit Order (Dkt. #4428) in In re National Prescription Opiate Litigation, Case No. 1:17-md-2804, any subsequent amendments or modifications to that order, and any successor orders on Common Benefit. 402
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H. “Contingency Fee Fund.” The sub fund of the Attorney Fee Fund described in Section II.D.
I. “Cost and Expense Fund Administrator.” The administrator appointed by the MDL Court on August 12, 2021 (MDL Docket No. 3828), to administer the Cost Fund and its sub funds as provided in the Fee Agreement.
J. “Cost Fund.” An account consisting $30,000,000, composed of the MDL Direct Cost Fund and the Subdivision Cost and Expense Fund, as provided below.
K. “Court Common Benefit Fund.” The Common Benefit Fund established by the MDL Court in its orders of July 22, 2021, MDL Docket No. 3794, and May 9, 2022, MDL Docket No. 4428.
L. “Fee Entitlement.” Any right, entitlement, or expectation, including but not limited to a fee contract, contingent fee contract, agreement, referral arrangement, co-counsel arrangement, State Back-Stop Agreement, or any other arrangement by which counsel could receive compensation or other consideration. For the avoidance of doubt, the scope of Fee Entitlement under paragraph II.G.3.a. does not include any Attorneys’ fees associated with representation of a State.
M. “Fee Panel.” The three-person panel appointed by the MDL Court on August 12, 2021 (MDL Docket No. 3828), to administer and make recommendations for the allocation and distribution of the Attorney Fee Fund and its sub funds as provided in the Fee Agreement.
N. “Later Litigating State.” A State that first files a lawsuit bringing a Released Claim against a Released Entity after December 9, 2022.
O. “MDL Court.” United States District Court for the Northern District of Ohio Eastern Division, Case No. 1:17-md-2804, Judge Dan Aaron Polster.
P. “MDL Expense Fund.” The cost fund described in Section II.F below.
Q. “MDL Participating Counsel.” MDL Participating Counsel includes an attorney or firm authorized by MDL 2804 Lead Counsel to perform work for the Common Benefit of Participating Subdivisions. By way of example, it would include insurance counsel and appellant counsel.
R. “MDL PEC.” The Plaintiffs’ Executive Committee appointed by the MDL Court.
S. “Non-Participating Litigating Subdivision.” A Litigating Subdivision that is not a Participating Subdivision.
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T. “Non-Participating State.” A State that is not a Participating State.
U. “Participating Litigating Subdivision.” A Litigating Subdivision that is also a Participating Subdivision.
V. “Participation Agreement.” An agreement executed by an Attorney that acknowledges the obligation to pay an appropriate MDL Common Benefit Assessment.
W. “Qualified Tribal Representation.” Representation by an attorney of a Participating Tribal Government regarding Released Claims against Released Entities. Such counsel are eligible for Common Benefit Fee consideration. The Walgreens Tribal Global Settlement provides for the contribution to the Common Benefit Fund as shall be determined by the MDL Court.
X. “Qualifying Representation.” Legal services provided for representation of the MDL PEC or Participating Litigating Subdivision regarding Released Claims against Released Entities.
Y. “State Back-Stop Agreement.” Any agreement by a Settling State and private counsel for Participating Subdivisions in that State (or legislation enacted in that State) to provide, adjust, or guarantee attorneys’ fees and costs, whether from the Attorney Fee Fund or any other source recognized in the agreement or legislation.6
Z. “Subdivision Cost and Expense Fund.” The fund created to pay approved Subdivision and Tribal Nations costs and expenses as set forth in Section II.E.
AA. “Walgreens.” Walgreen Co. and all of its respective past and present direct or indirect parents, subsidiaries, divisions, affiliates, joint ventures, predecessors, successors, and assigns.
II. Fees and Costs
A. Total Attorneys’ Fees and Costs
1. Total attorneys’ fees and costs to be paid by Walgreens to Attorneys under this Fee Agreement shall be up to, but in no event more than, $593,732,518.00, subject to the reductions and provisions set forth below. The total attorneys’ fees and costs consists of up to $563,732,518 for the Attorney Fee Fund, as set forth in Section II, and $30,000,000 in total for the Cost Fund, divided between the Subdivision Cost and Expense Fund and MDL Expense Fund, as set forth in Sections II.E and II.F, respectively. Additionally, Walgreens shall also pay $44,867,483.00 into the Court Common Benefit Fund as a common benefit fund assessment on the Credit set forth in Ex. M-3, and shall be paid on the schedule set forth in Ex. M-3. The
6 Nothing herein shall be understood to indicate approval for additional State Back-Stop Agreements or modifications of existing State Back-Stop Agreements.
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Maximum Attorney Fees and Costs, subject to the reductions set forth herein, are set forth in Ex. M-3 and shall be paid on the schedule in Ex. M-3.
2. If an Eligible State does not join the Agreement by the State Participation Date and is accordingly not a Settling State, the total attorneys’ fees and costs to be paid under this Fee Agreement by Walgreens shall be reduced by twelve point four percent (12.4%) times the Remediation Payment amount that would have been allocated to that Non-Settling State as set forth in Section IV.B of the Walgreens Agreement.
3. The total attorneys’ fees and costs to be paid under this Fee Agreement by Walgreens shall also be reduced by the amount of the Contingency Fee Fund for Attorneys representing Litigating Subdivisions in any Settling State that do not participate in the Walgreens Agreement (“Non-Participating Litigating Subdivisions”), as set forth in Section II.D.4 and II.H.7 below.
4. If Walgreens settles with any Non-Settling State after December 9, 2022, and such settlement allows for the Subdivision(s) in such Non-Settling State to join the settlement, Walgreens agrees to withhold from the attorney fee portion of such settlement a Common Benefit Fund assessment, to be deposited in the Court Common Benefit Fund, of 7.5% times the portion of the Remediation Payment that would have been due to such State if it had participated in the Walgreens Settlement and been awarded its full portion of the Remediation Payment (the “Walgreens State Settlement CBF Assessment”). If Walgreens settles with any Subdivision(s) in a Non-Settling State other than in connection with a statewide settlement that includes the relevant State after December 9 2022, then Walgreens agrees to withhold from the attorney fee portion of such settlement a Common Benefit Fund assessment, to be deposited in the Court Common Benefit Fund, of
7.5% times the portion of the Remediation Payment that would have been due to such Subdivision under this Agreement (the “Walgreens Subdivision CBF Assessment,” and, along with the Walgreens State Settlement CBF Assessment, each a “Walgreens CBF Assessment”). If (a) Walgreenssettles with a Non-Settling State after December 9, 2022, (b) such settlement does not allow for the Subdivision(s) in such Non-Settling State to join the settlement, and (c) Walgreens later prevails in asserting that Released Claims of Primary Subdivisions in such Non-Settling State were released as a result of such settlement, Walgreens agrees to deposit the Walgreens State Settlement CBF Assessment in the Common Benefit Fund. Any Walgreens CBF Assessment is inclusive of any assessment related to such settlement that would be required by the Common Benefit Order.
To the extent that Walgreens is required to pay any additional and/or separate assessment on such settlement as a result of the Common Benefit Order, the Walgreens CBF Assessment shall be reduced by the amount required to be paid pursuant to the Common Benefit Order.
B. Attorney Fee Fund and Sub Funds
1. The Attorney Fee Fund shall consist of the Contingency Fee Fund and the Common Benefit Fee Fund. There shall be a split of the Attorney Fee Fund into 405
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the Contingency Fee Fund and the Common Benefit Fund. The split shall be 40% to the Contingency Fee Fund and 60% to the Common Benefit Fund.
2. The Cost Fund shall include the MDL Expense Fund and the Subdivision Cost and Expense Fund. The State Counsel Fee Fund and the State Cost Fund shall be separate funds under the control of the Settling States .
3. It is the intention of the Parties that the Contingency Fee Fund and the Common Benefit Fund shall be administered by the Fee Panel appointed under MDL Docket No. 3828, which will be governed by the provisions of this Fee Agreement and shall design the process and procedures for the allocation of fees pursuant to this Fee Agreement and the MDL Court’s Order. The Cost Funds shall be administered by the Cost and Expense Fund Administrator appointed under MDL Docket No. 3828, who will be governed by the provisions of this Agreement and shall design the process and procedures for the allocation of costs pursuant to this Agreement and the MDL Court’s Order.
4. The fees to be paid under this Fee Agreement are available for Attorneys engaged in Qualifying Representations and Qualified Trial Representations only. Fees to be paid under this Fee Agreement are not available prior to the Effective Date of the Walgreens Agreement. Fees to be paid under this Fee Agreement are not available for representation of States, Non-Participating Subdivisions, or NonLitigating Subdivisions and are not available for representation of private hospitals, third-party payors, NAS claimants, personal injury/wrongful death claimants, or any entity other than Participating Litigating Subdivisions. In addition, fees under this Fee Agreement are not available for representation of any individual or entity in matters other than those claims against Released Entities, but may include a reasonable share of representations that involve development of facts for pursuit of opioid-related claims against multiple defendants in the pharmacy, manufacturing, and distribution chain.
5. In no event shall Walgreens be required to pay more into the Attorney Fee Fund than the maximum amount specified in paragraph II.A.1. The amounts allocated to the Contingency Fee Fund and the Common Benefit Fund set by the Fee Panel shall be subject to the reductions set forth in Section II.A.2 and the reductions and refunds set forth below.
6. Awards of fees from the Contingency Fee Fund shall be available to Attorneys with Qualifying Representations of Participating Litigating Subdivisions eligible to receive an allocation under the Walgreens Agreement, as set forth in Exhibit G to the Walgreens Agreement, and shall be made by applying the Mathematical Model attached as Exhibit “A” to this Fee Agreement. The collection of the data and calculations for the Mathematical Model has been a cooperative effort among private counsel for a large number of Litigating Subdivisions. The analysis has been spearheaded by Joseph Tann and Andrew Arnold. The Fee Panel is encouraged to continue working with those counsel in application of the Model.
The Fee Panel shall oversee the application of the Model and resolve any questions or disputes concerning the eligibility of a Counsel to participate as required in 406
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Section II.G. The Panel is empowered to hear disputes concerning and ensure the accuracy of the mathematical calculation.
7. As to awards from the Contingency Fee Fund, there shall be no right of appeal.
8. Any appeal of an award of the Fee Panel from the Common Benefit Fund will be made to the MDL Court and be reviewed under an abuse of discretion standard.
C. Common Benefit Fund (60% of the Attorney Fee Fund)
1. The maximum potential total Common Benefit Fund payment to be made by Walgreens into the Attorney Fee Fund is $338,239,510.80, and in no event shall it exceed that amount. Walgreens’ maximum potential Common Benefit Fund payments are subject to the reductions set forth in Section II.A.2. for Non-Settling States and to the adjustments set forth below and, subject to those reductions, shall be paid on the following yearly schedule:
Walgreens Shall Pay Common Benefit
Year 2
December 31, 2023 $50,373,251.40
Year 3
December 31, 2024 $50,373,251.40
Year 4
December 31, 2025 $59,373,251.40
Year 5
December 31, 2026 $59,373,250.00
Year 6
December 31, 2027 $59,373,250.00
Year 7
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Additionally, Walgreens shall pay $44,867,483.00 into the Court Common Benefit Fund as a common benefit fund assessment on the Credit set forth in Ex. M-3 and shall be paid on the schedule set forth in Ex. M-3.7
2. The Common Benefit Fund shall be available to compensate Attorneys engaged in Qualifying Representations of Participating Litigating Subdivisions and Qualified Tribal Representation of Tribal Participating Governments who:
a. have performed work for the Common Benefit of all Participating Subdivisions and/or Tribal Nations consistent with the provisions to the guidelines established by Judge Polster set forth in MDL 2804 and the Order dated May 1, 2018, under docket number 358, which is included herein by reference; and b. satisfy the eligibility criteria set forth in Section II.G.
For purposes of Common Benefit Fund distribution, notwithstanding paragraph II.A.5, Attorneys representing Tribal Nations litigating against Walgreens have also reached a settlement for Released Claims with Walgreens, and these settlements are the subject of agreements with Walgreens. Attorneys are eligible for Common Benefit consideration provided such agreement with Walgreens became effective under their terms. Such Attorneys must meet the eligibility criteria in Section II.G.
For purposes of Common Benefit Fund distribution, notwithstanding paragraph II.A.5, MDL Participating Counsel not engaged in Qualifying Representations of Participating Litigating Subdivisions but who performed work for the Common Benefit pursuant to authorization from the MDL Co-Leads and meet the eligibility criteria in Section II.G. shall be eligible.
3. Walgreens’ Common Benefit Fund payments under this Fee Agreement satisfy any assessments or withholdings for the Walgreens Agreement that are or could be required under the Common Benefit Order for Settling States and their Participating
7 For the avoidance of doubt, Walgreens is not required to pay any sums under this Agreement for matters settled prior to December 6, 2022, other than the $44,867,483.00 payment referenced above.
December 31, 2028 $59,373,250.60
Total $338,239,510.80
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Subdivisions. The Common Benefit Fund shall be overseen by the Fee Panel, which shall determine the allocation of funds to eligible Attorneys consistent with this Fee Agreement and the Common Benefit Order.
4. In assessing the benefits that an Applicant has conferred to Participating Subdivisions (including non-Litigating Subdivisions) and/or Tribes for purposes of any compensation decision, the Fee Panel shall give significant weight to the extent to which (i) the Applicant and his or her clients have contributed to increasing (or reducing) Subdivision Participation in the Walgreens Agreement as of the Initial Participation Date, and (ii) the Applicant and his or her clients have contributed to increasing (or reducing) the amounts achieved under Incentive Payments A-D through participation in the Walgreens Agreement, including the Walgreens Tribal Agreement.
The Fee Panel shall also consider additional fee recoveries the Applicant may potentially obtain, including, but not limited to, from attorney fee funds under other settlement agreements, State Back-Stop Agreements, representations of States or Tribal Nations, representations of other clients in opioids-related matters, or through the representation of Subdivision clients, whether they participated in the Walgreens Agreement or not. It is the intent of this provision to recognize that the goal of the Walgreens Agreement is to provide for maximum participation by the Subdivisions, maximum abatement funding for all Subdivisions nationally, and the maximum peace for Released Entities. Therefore, representing one or more Non-Participating States or Non-Participating Subdivision does not further the goal of the Walgreens Agreement, and should not be considered Common Benefit because it does not increase funds available to Participating Subdivisions’ abatement programs. Representing one or more Later Litigating Subdivisions is antithetical to the Walgreens Agreement and detracts from Common Benefit; the Fee Panel shall consider this concept of “common detriment” set forth in this paragraph in all of its decision making with respect to the allocation of the Attorney Fee Fund among Applicants, as well as, in its discretion, any reductions provided to Walgreens as set forth in Section II.H.8 The Fee Panel shall consider the totality of the Applicant’s Participating Litigating Subdivisions as compared to the Applicant’s Non-Participating Litigating Subdivisions; the Parties recognize that, although the goal is for 100% participation, Applicants with a greater number of clients have a greater probability of having one or more Non-Participating Litigating Subdivisions. As used in this paragraph II.C.4, “client” or “representing” a Subdivision shall include any Litigating Subdivision as to which the Applicant has a Fee Entitlement.
5. As set forth in Section II.H, the Fee Panel must consider the factors described in paragraph II.C.4 to determine how and whether to reduce the amounts to be paid by Walgreens under this Fee Agreement and to determine how to allocate funds among Applicants. They may also, at their discretion, consider other factors. Any reduction in payment obligation or credit to be given Walgreens in this Fee Agreement shall be applied against the last Payment Year and then working backwards. Any reduction to an Applicant not credited to Walgreens shall be allocated to attorneys whose Litigating Subdivision clients participated in the settlement by the Initial Participation Date.
8 Notwithstanding any provisions set forth herein, it is expressly understood and agreed that continued representation of CT-3 Bellwether jurisdictions, Lake County or Trumbull County, shall not be considered by the Fee Panel as common detriment or adverse to the stated purposes of the Master Settlement Agreement and will not in any way prejudice counsel in seeking common benefit for the work related to the representations of these counties or in any other respect.
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D. Contingency Fee Fund (40% of the Attorney Fee Fund)
1. The maximum potential total Contingency Fee Fund payment to be made by Walgreens into the Attorney Fee Fund is $225,493,007.20, and in no event shall it exceed that amount. Walgreens’ maximum potential Contingency Fee Fund payment shall be subject to the reductions set forth in Section II.A.2 for Non-Settling States and to the adjustments set forth below and, subject to those reductions, shall be paid on the following yearly schedule:
Walgreens Shall Pay Contingency Fee Fund
Year 2
December 31,
2023
$33,582,167.60
Year 3
December 31,
2024
$33,582,167.60
Year 4
December 31,
2025
$39,582,167.60
Year 5
December 31,
2026
$39,582,168.00
Year 6
December 31,
2027
$39,582,168.00
Year 7
December 31,
2028
$39,582,168.00
Total $225,493,007.20
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2. The Contingency Fee Fund shall be available to compensate Attorneys engaged in Qualifying Representations of Participating Litigating Subdivisions that meet the criteria set forth in Section II.G.
a. The Contingency Fee Fund shall be available to Attorneys who represent Litigating Subdivisions that are Participating Subdivisions, whether their actions are filed in state or federal court, and meet the eligibility criteria of Section II.G. b. Participation in the Contingency Fee Fund by counsel that have a case that is not subject to the jurisdiction of the MDL Court shall not create, provide, or waive jurisdiction of the MDL Court over that Litigating Subdivision, that case or Attorneys, other than to oversee the fairness of the distribution process, and enforcement of this Fee Agreement.
3. The amount owed by Walgreens to the Contingency Fee Fund shall be reduced to reflect the non-joinder of Litigating Subdivisions in Settling States by subtracting the amounts identified by the Fee Panel, pursuant to paragraph II.H.7, that would have been owed to counsel for Non-Participating Litigating Subdivisions in Settling States had such Litigating Subdivisions been Participating Subdivisions.
4. In the event that after the date of the Walgreens Agreement, Walgreens, prior to the Effective Date of the Walgreens Agreement, settles with any Litigating Subdivision that would have been eligible to participate in the Settlement Agreement, and, under such settlement agreement pays attorneys’ fees, the Fee Panel shall treat those Litigating Subdivisions as Participating Litigating Subdivisions and, applying the same criteria applicable to all Attorneys for Participating Litigating Subdivisions, determine what amount they would have been paid from the Contingency Fee Fund if they had become Participating Subdivisions under the Walgreens Agreement without such prior settlement. That sum, rather than being paid to the Attorney for the previously settling Litigating Subdivision, shall be returned to Walgreens, except that such refund shall not be greater than the amount paid to the Attorneys under the Litigating Subdivision’s prior settlement agreement.
E. Subdivision Cost and Expense Fund
1. Walgreens shall pay $22,500,000 into the Subdivision Cost and Expense Fund on the schedule set forth below.
Cost Fund
Year 2
December
31, 2023
$11,250,000
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Year 3
December
31, 2024
$11,250,000
2. The Subdivision Cost and Expense Fund shall be available to compensate Attorneys for costs and expenses arising out of representation of Participating Litigating Subdivisions. No funds in the Subdivision Cost and Expense Fund may be used to compensate the costs incurred by Non-Participating Subdivisions or Non-Litigating Subdivisions or costs and expenses arising out of representation of any such Subdivision. In allocating the Subdivision Cost and Expense Fund, the Administrator shall not allocate any funds for costs incurred after December 9, 2022.
3. During the period between December 9, 2022 and the Effective Date of the Walgreens Agreement, the MDL PEC, as well as Litigating Subdivisions eligible to claim costs from the Subdivision Cost and Expense Fund, shall make best efforts to cease litigation activity against Walgreens, including by jointly seeking stays or severance of claims against Walgreens, where feasible, or postponements if a motion to stay or sever is not feasible or is denied, so long as such actions are not otherwise detrimental to the Litigating Subdivision.
4. In the event that Walgreens, prior to the Effective Date of the Walgreens Agreement, settles with any Litigating Subdivision and, under such settlement agreement, pays costs to the Litigating Subdivision or its Attorney, the MDL Cost and Expense Fund Administrator shall treat those Litigating Subdivisions as Participating Litigating Subdivisions and, using the same criteria applicable to all applicants to the Subdivision Cost and Expense Fund, determine what amount in costs the Litigating Subdivision or its Attorney would have been paid from the Subdivision Cost and Expense Fund if they had settled under the Walgreens Agreement. That sum, rather than being paid to the Attorney or the previously settling Litigating Subdivision, shall be credited and/or returned to Walgreens, except that such sum shall not be greater than the amount paid under the previously settled Litigating Subdivision’s settlement agreement.
5. The Cost Fund shall be administered by the Cost Fund and Expense Fund Administrator (MDL Docket No. 3828), who will be governed by the provisions of this Agreement and shall design the process and procedures for the allocation of costs pursuant to this Agreement and the MDL Court’s Order.
6. The costs of the Cost and Expense Fund Administrator shall be paid from the Cost Fund and allocated by the Cost and Expense Fund Administrator between the MDL Direct Cost Fund and the Subdivision Cost and Expense Fund to fairly charge each fund the cost incurred in implementing and supervising the specific fund. 412
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7. The Cost and Expense Fund Administrator shall set the process and procedures for submission of and criteria for applications for payment of Subdivisions’ and Tribal Nations’ costs and expenses. The Cost and Expense Fund Administrator shall receive and evaluate applications from Participating Litigating Subdivisions and litigating Tribal Nations, whether filed in Federal Court or State Court, to seek reimbursement for eligible costs under Section II.E.2 in pursuit of claims against Walgreens. The process shall require a showing that the costs or expenses sought were reasonably incurred in furtherance of active litigation of a designated state or federal bellwether trial-set case, or Common Benefit. The Cost and Expense Fund Administrator shall require transparency from all applicants as to any other sources for compensating Attorneys for Subdivisions and Tribal Nations for costs incurred.
If funds remain after the reimbursement of approved out-of-pocket costs, the Cost and Expense Fund Administrator may consider reasonable and appropriate payment for client time, costs, or expenses incurred by recognized trial bellwether plaintiffs. At the conclusion of the process, any funds not allocated by the Cost and Expense Fund Administrator shall be transferred to the Common Benefit Fund established in this Exhibit R.
8. In the event that States and Subdivisions enter into an additional global settlement with a party or parties other than Walgreens that is (a) under the jurisdiction of the MDL Court in MDL No. 2804, (b) creates a separate cost fund, and (c) unless the parties agree to another date, such agreement has an effective date prior to June 30, 2023, the Cost and Expense Fund Administrator shall have the authority to aggregate the Cost Fund with the cost fund created under that global settlement agreement. The Cost and Expense Fund Administrator shall have the authority to address the appropriate procedures and required information to allow the costs to be funded from the appropriate cost fund or shared by two or more cost funds; provided, however, that the Subdivision Cost and Expense Fund shall remain subject to the requirements set forth in Section II.E.2. For the avoidance of doubt, the Subdivision Cost and Expense Fund is available only to compensate Attorneys for costs and expenses arising out of representation of Participating Litigating Subdivisions, and no funds in the Subdivision Cost and Expense Fund may be used to compensate the costs incurred by Non-Participating Subdivisions or NonLitigating Subdivisions or costs and expenses arising out of representation of any such Subdivision.
F. MDL Expense Fund
1. Walgreens shall pay $7,500,000 into the MDL Expense Fund on the schedule set forth below.
MDL Expense Fund
Year 2 $3,750,000
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December
31, 2023
Year 3
December
31, 2024
$3,750,000
2. The MDL Expense Fund shall be released following the Effective Date of this Fee Agreement without any delay to reimburse the MDL Counsel for an agreed-to portion of the expenses incurred, as approved by the Cost and Expense Fund Administrator. The sum deposited into the MDL Expense Fund will be paid directly to the MDL Opiate Capital Account. No funds may be used to compensate the costs incurred by Non-Participating Subdivisions or Non-Litigating Subdivisions, or to compensate any Attorney for costs incurred in representing one or more Non-Participating Subdivisions or Non-Litigating Subdivisions.
3. In allocating the MDL Expense Fund, the Administrator shall not allocate any funds for costs incurred after December 9, 2022, unless the Administrator determines that there are sufficient funds to cover all Subdivision costs incurred prior to December 9, 2022 and that special circumstances exist to justify costs incurred following the public announcement of the Walgreens Agreement, including reasonable costs related to the implementation of the Walgreens Agreement.
G. Eligibility
1. It is the intention of all parties participating in the Fee Panel process that there should be total transparency to the Fee Panel and to all fund participants. In connection with the process to be developed by the Fee Panel, any and all monies in attorney’s fees received or awarded, including prior or future Contingency Fees, Common Benefit Fees, referral fees, expenses paid, promises for payment, or any other Fee Entitlement, to any Applicant in any opioid litigation shall be disclosed to the Fee Panel as a condition of participating in the Attorney Fee Fund and prior to an award from the Fee Panel. Any payment, expectation of payment or perceived entitlement to participate in a State Back-Stop Agreement or any other agreement reached with a Settling State or any Subdivision or any other source regarding payment of fees must be disclosed to the Fee Panel. Similarly, any right to payment from any other fund, for example a fund for payment to lawyers representing Settling States or Tribal Nations or Subdivisions shall be disclosed to the Fee Panel. Because it is anticipated that there will be multiple firms listed on contingent fee agreements with Litigating Subdivisions, the Fee Panel shall establish procedures, with input from Attorneys for Participating Litigating Subdivisions, for which party or parties should petition for fees from such groups and to whom the fee shall be paid and thereafter distributed to co-counsel in accordance with applicable agreements. For the avoidance of doubt, all Attorneys that are part of such groups must meet the eligibility criteria in paragraph II.G.3, must be subject to the criteria set forth in paragraph II.C.4, and must be disclosed to the Fee Panel. 414
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2. An Applicant may apply for and recover attorneys’ fees from the Common Benefit Fund, the Contingency Fee Fund, and any fund created by a past or future State BackStop Agreement, provided the Applicant satisfies the requirements relevant to each such fund and requirements for disclosure to the Fee Panel.
3. An Attorney may not receive any payment from the Attorney Fee Fund (which includes both the Contingency Fee Fund and the Common Benefit Fund) unless the following eligibility criteria are met and annually certified by the Attorney:
a. The Attorney must expressly waive the enforcement against the Litigating Subdivision client of all Fee Entitlements (other than under State Back-Stop Agreements) arising out of or related to any or all Qualifying Representations of any Participating Litigating Subdivision prior to applying for attorneys’ fees from the Attorney Fee Fund. All applications for attorneys’ fees under this Fee Agreement shall include an affirmation by the Attorney of such waiver and notice to the client(s) of such waiver. Such waiver shall not preclude the Attorney from submitting such Fee Entitlements to the Fee Panel as a factor for consideration in allocating payments from the Attorney Fee Fund or in connection with a State Back-Stop Agreement. For the avoidance of doubt, no Attorney may recover fees under this Fee Agreement unless the Attorney expressly agrees not to enforce Fee Entitlements as to each and every Participating Litigating Subdivision represented by that Attorney, but such Attorneys may participate in and receive funds from a State Back-Stop Agreement.
b. The Attorney must represent that s/he has no present intent to represent or participate in the representation of any Later Litigating Subdivision or Later Litigating State with respect to Released Claims against Released Entities. c. The Attorney must represent that s/he has not and will not engage in any advertising or solicitation related to Released Claims against Released Entities where such advertising or solicitation relates to a representation of a Subdivision eligible to be a Participating Subdivision after the Reference Date unless the Attorney is recommending participation in the Agreement.. d. The Attorney must represent s/he will not charge or accept any referral fees for any Released Claims brought against Released Entities by Later Litigating Subdivisions or Later Litigating States. This representation shall not prohibit Attorneys from receiving allocated shares of any future common benefit assessments arising out of settlements or judgments with Later Litigating Subdivisions or Later Litigating States that are the result of the MDL Court’s Common Benefit Order.
e. The Attorney may not have and must represent that s/he does not have a Fee Entitlement related to a Later Litigating Subdivision or Later Litigating State, other than a potential Common Benefit Fee.
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f. The Attorney must fully disclose the participation, or the anticipation of participation, in any agreement with a Settling State or Participating Subdivision concerning fees arising out of or related to the Walgreens Agreement, including any fees paid or anticipated to be paid or any State Back-Stop Agreement. g. The Attorney must identify for the Fee Panel whether s/he utilized state litigation work product or MDL work product, including but not limited to ARCOS data, document repositories, experts developed in the MDL, trial transcripts, or deposition transcripts. The Attorney must identify whether s/he signed the MDL Participation Agreement.
h. Any Attorney who applies for fees from one or both Funds must represent that, having exercised his/her independent judgment, s/he believes the Walgreens Agreement to be fair and will make or has made best efforts to recommend the Agreement to his or her Subdivision clients in Settling States. For avoidance of doubt, each Attorney is expected to exercise his or her independent judgment in the best interest of each client individually before determining whether to recommend joining the settlement. All applications for attorneys’ fees or costs under this Section shall include an affirmation by the Attorney in compliance with this Subsection.
4. No Attorney receiving fees under this Fee Agreement may apply for or recover from the Attorney Fee Fund fees arising from representing a Non-Settling State or a NonParticipating Subdivision, provided, however, that this provision is not intended to prohibit Attorneys who do not represent or otherwise have a contractual agreement with such Non-Settling State or Non-Participating Subdivision from receiving allocated shares of any future common benefit assessments that arise out of settlements or judgments involving such Non-Settling State or Non-Participating Subdivision. All applications for attorneys’ fees under this Section shall include an affirmation by the Attorney of compliance with this Section.
5. An Attorney who has filed an application under this section and received an award of attorneys’ fees shall provide a certification of compliance with the Sections of this Fee Agreement annually during the years upon which they are still entitled to receive attorneys’ fee payments under this Agreement. This certification will be done as directed by the Panel.
6. If, at any time, the Attorney is unable to make the representations set forth in this Section, such representations become untrue, or the Attorney falsely represents compliance with the eligibility criteria, the Attorney shall cease to be eligible to receive funds from the Attorney Fee Fund until further review by the Fee Panel of the Attorney’s eligibility under and compliance with this Section II.
7. If an Attorney has a Fee Entitlement with a Later Litigating Subdivision or Later Litigating State or otherwise becomes unable to reaffirm compliance with the eligibility criteria set forth above, the Attorney shall notify the Fee Panel. For the 416
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avoidance of doubt, any Attorney who undertakes any new representation of, or has a Fee Entitlement with, a Later Litigating Subdivision or Later Litigating State shall be prohibited from receiving any future funds from the Attorney Fee Fund and be subject to additional obligations as set forth in Subsection 8 below.. If an Attorney fails to notify the Fee Panel of such Fee Entitlement with a Later Litigating Subdivision or Later Litigating State, the Attorney shall be required to refund amounts previously paid. The Fee Panel shall notify Walgreens when it receives notification.
8. To the extent an Attorney who has received compensation from the Attorney Fee Fund based on Qualifying Representations of Participating Litigating Subdivisions under the Walgreens Agreement represents a Later Litigating Subdivision or Later Litigating State, such Attorney shall be obligated to refund such amounts received as compensation from the Attorney Fee Fund to Walgreens. Walgreens or such Attorney may bring any dispute as to whether such Attorney shall be obligated to refund such amounts received from the Attorney Fee Fund to Walgreens, to the Fee Panel. Nothing herein shall require a multi-attorney law firm that has received compensation from the Attorney Fee Fund to refund such amounts if an attorney of the firm that is no longer affiliated with such law firm, after such departure, represents a Later Litigating Subdivision or Later Litigating State, provided that (a) neither the law firm nor any of its other attorneys have any contractual or financial arrangement regarding, stand to benefit directly or indirectly from, or directly or indirectly provide financial or other support of any kind to, the former attorney’s representation of the Later Litigating Subdivision or Later Litigating State and (b) if the former attorney was a partner or owner of the multi-attorney law firm at the time that the law firm received compensation from the Attorney Fee Fund, the former attorney shall be obligated to refund such amounts as the former attorney earned as a result of the compensation that the law firm received from the Attorney Fee Fund.
9. In the event that an Attorney is deemed ineligible by the Fee Panel (whether based on its initial application or subsequent recertification), the Fee Panel shall provide notice to the Attorney and give the Attorney 30 days to provide additional information such that the Fee Panel could re-consider the Attorney’s eligibility.
10. To the extent that an Attorney has a Fee Entitlement with a Participating Subdivision and is authorized to bring Released Claims against Released Entities, but such authorization is, in scope, less broad than the category of Released Claims set forth in the Walgreens Agreement, such Attorney may participate fully in both the Contingency Fee Fund and the Common Benefit Fund, without any reduction imposed by the Fee Panel due to the scope of the authorization, so long as the Participating Subdivision fully releases all Released Claims against Released Entities.
11. Attorneys applying to the Attorney Fee Fund knowingly and expressly agree to be bound by the decisions of the Fee Panel, subject to the limited appeal rights set forth in this Fee Agreement, and waive the ability to assert the lack of enforceability of the allocation reached through the procedures outlined herein. 417
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12. Applicants are under an ongoing obligation to inform the Fee Panel in writing of any additional fees earned, expected, or received related to any Opioid litigation throughout the period of the Fee Panel’s operation.
H. Calculation of Amounts Due
1. The Fee Panel shall be solely responsible for determining the amount of fees to be paid to each Applicant. None of the Released Entities shall have any responsibility, obligation, or liability of any kind whatsoever with respect to how attorneys’ fees are calculated under this Section, except that the Fee Panel may receive information from Walgreens as to (a) the identity of Participating, Non-Participating, Litigating, Later Litigating, and Non-Litigating Subdivisions; (b) the impact of non-participation by a Litigating Subdivision as is relevant to the Fee Panel’s determination in paragraph II.C.4; and (c) such other information as Walgreens may voluntarily elect to provide.
2. The Fee Panel shall establish procedures for making determinations under this Fee Agreement consistent with this Fee Agreement and orders of the MDL Court. Such procedures may include submission of documentary and/or other evidence, interviews with Applicants and/or other counsel (including counsel for Walgreens) that the Fee Panel deems appropriate, and/or other means of creating a record upon which fee awards will be based.
3. In making determinations under this Fee Agreement, the Fee Panel must apply the eligibility criteria set forth in Section II.G of this Fee Agreement and the criteria set forth in Section II. The Fee Panel shall ensure that payments are only made for Qualifying Representations of Participating Litigating Subdivisions. In addition, the Fee Panel will give consideration in regard to Common Benefit Fund awards to the Johnson factors, as well as the following factors (which factors may be applied and given relative weight in the Fee Panel’s discretion):
a. The Applicant’s contemporaneously recorded time and labor dedicated to Qualifying Representations along with the Applicant’s financial commitment to such Qualifying Representations. Claimed “time” will not be automatically accepted by the Fee Panel but will be critically reviewed and given substantially more weight and consideration if such time was subject to the audit process described in any Pretrial Order(s) governing the collection of common benefit time;
b. The novelty, time, and complexity of the Qualifying Representations; c. The skill requisite to perform legal services properly and undesirability of the case; d. The preclusion of other employment by the Applicant due to time dedicated to Qualifying Representations;
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e. The Common Benefit, if any, alleged to have been conferred by the Applicant and whether such Common Benefit work product by that Applicant was used by others in parallel litigations against Released Entities whether within or outside the MDL, provided that any Applicant claiming that s/he substantially benefited cases other than those in which s/he entered an appearance as counsel must substantiate such claims by proffering factual support, such as proper supporting affidavits or other documents as determined by the Fee Panel with input from Attorneys for Participating Litigating Subdivisions;
f. Any “common detriment,” as set forth in paragraph II.C.4; g. Any contingent fee agreement or other Fee Entitlement with Participating Subdivisions, enforcement of which, except for State Back-Stop Agreements, are waived in conjunction with the application, the nature and extent of any work for those Participating Subdivisions, whether such Participating Subdivisions actively litigated and, if so, the nature and procedural history of such case(s); h. The experience, reputation, and ability of the Applicant; i. Whether the Applicant’s clients brought Released Claims against Released Entities;
j. The status of discovery in cases primarily handled by the Applicant; k. The nature of any work by the Applicant on “bellwether” cases or cases that were similarly active in litigation;
l. Any pressure points successfully asserted by the Applicant in cases against Walgreens or any risk for Walgreens created by the Applicant in cases against Walgreens;
m. Any risk for defendants created by Applicants in cases against Walgreens; n. Successful and unsuccessful motion practice in cases worked on by the Applicant; o. The date of filing of any cases filed by the Applicant; p. Obtaining consolidation of the litigation in the Applicant’s jurisdiction; q. The number and population of entities represented by the Applicant and the fees that would have been awarded under extinguished contingent fee arrangements; 419
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r. Whether the Applicant’s clients brought claims against Walgreens prior to the announcement of this settlement on December 9, 2022;
s. Whether the Applicant has had a leadership role in the litigation, whether in state or federal court;
t. Whether the Applicant has had a leadership role in any negotiations aimed at resolving the litigation;
u. Whether the Applicant’s cases have survived motions to dismiss; v. The extent to which the Applicant contributed to the work product used for the common benefit of opioids litigants, including, without limitation, work on ARCOS data, Prescription Data Monitoring Programs, IQVIA data, depositions, document production and analysis experts, motions, briefs and pleadings, trial preparations, and trials;
w. The extent to which litigation occurred prior to and contributed to completion of settlement negotiations, as distinct from litigation that occurred after the announcement of the Walgreens Agreement on December 9, 2022, such latter litigation both being of less value and, the case of litigation filed after the announcement of the Walgreens Agreement on December 9, 2022, resulting in a common detriment to the settlement process, which in both cases should be viewed less favorably; and
x. Any other factors that the Fee Panel finds to be appropriate to consider after input from Applicants to the Attorney Fee Fund.
4. It is possible that the States and Subdivisions that are litigating Opioid cases will enter additional settlements in close proximity of the time for processing the Walgreens Agreement. If there are additional settlements and these settlements create a Common Benefit Attorney Fee Fund to be administered by the Fee Panel, the Fee Panel may:
a. Consolidate the Common Benefit approval process to include evaluation of all Common Benefit Applications for all settlements entered after November 14, 2022;
b. Determine the fair and equitable allocation of the Aggregate Common Benefit Fees that come after December 9, 2022, including consideration of beneficial or detrimental actions taken with respect to any Settling Defendant contributing to the Common Benefit Attorney Fee Fund;
c. Give consideration to the amount and timing of each settlement, including the amount and timing of Common Benefit Fees;
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d. The Fee Panel shall abide by the applicable Attorney Fee Agreement in each of the Settlements in Allocating the Common Benefit Fees provided for in the Settlement; and
e. Be guided in their work by the Orders of the Court related to Fees and Costs.
5. The Fee Panel shall develop procedures for receiving a single application, which may be updated or amended based on new information (such as participation by additional Litigating Subdivisions) from each Applicant seeking compensation from each sub fund of the Attorney Fee Fund pursuant to processes and procedures developed by the Fee Panel, which shall not be inconsistent with this Fee Agreement. Any request for attorneys’ fees not included on the single application or through the updating/amendment process designed by the Fee Panel shall be deemed waived. For purposes of transparency and to permit the Fee Panel to conduct its work, the application from each Applicant shall, at a minimum, require each Applicant to:
a. Identify all Litigating Subdivisions for which s/he is seeking payment from the Attorney Fee Fund;
b. Identify all Subdivisions in both Settling and Non-Settling States (and, where applicable, Tribal Nations) with respect to which s/he has a Fee Entitlement with respect to Relevant Claims against Released Entities, and identify all co-counsel in such cases;
c. Identify which of those Subdivisions are Participating Subdivisions and which are not (with similar information for Tribal Nations, where applicable); d. Specify the specific fund or funds within the Attorney Fee Fund from which the Attorney is seeking compensation;
e. Demonstrate his or her eligibility for compensation from the relevant sub funds within the Attorney Fee Fund pursuant to the criteria set forth for the relevant sub fund;
f. Identify any and all Fee Entitlements from representations of States, Tribal Nations, or other plaintiffs related to Released Claims against Released Entities or in opioids-related matters;
g. Notwithstanding “a-f” above, the Panel may consider a supplemental application if the Applicant shows good cause why circumstances exist that will lead to consideration for additional Common Benefit award. Examples would include, but are not limited to, an Applicant having Non-Participating Litigating Subdivision clients that subsequently become Participating Subdivisions, a Bar Date passes that increases participation or an Allocation Agreement is reached. 421
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6. With respect to the Common Benefit Fund, the Fee Panel shall (subject to any applicable MDL Court Order):
a. Review the applications of all Applicants seeking compensation from the Common Benefit Fund, including determining eligibility for each Applicant as set forth in Section II.G.
b. Using criteria set forth in Sections II.C and II.G, allocate amounts from the Common Benefit Fund to eligible Applicants, including payment amounts for each Payment Year. In making such allocations, the Panel shall apply the principles set forth in paragraph II.C.5 to the amounts paid to Applicants with a Common Benefit Fee Entitlement.
7. With respect to the Contingency Fee Fund, the Fee Panel shall:
a. Review the applications of all Attorneys seeking compensation from the Litigating Subdivision Fee Fund, including determining eligibility for each Attorney as set forth in Section II.G.
b. Apply the Mathematical Model in Exhibit A.
c. Use such allocations to determine refund amounts owed to Walgreens from the Attorney Fee Fund, and inform Walgreens and the MDL PEC of all such adjustments.
8. To the extent that there is a dispute about the calculations of the Fee Panel related to the amount that Walgreens is required to pay (including application of any reductions or refunds under this Fee Agreement), such disputes shall be presented to the Fee Panel and any disputed funds be paid into/held in escrow. The Fee Panel shall resolve such disputes expeditiously, with either Party having the right to seek review from the MDL Court.
9. For purposes of determination of fee or cost awards, allocations, reductions, and possible reversions under this Fee Agreement, unless specified otherwise a Subdivision will be considered a Non-Participating Subdivision if it is not a Participating Subdivision as of the deadline for the application for the fee at issue (or, if the determination does not involve a specific application, the date on which the record for such determination closes).
10. In the event that the Fee Panel, through the use of the Mathematical Model set forth in Exhibit A, allocates funds from the Contingency Fee Fund for an Attorney based on a Qualifying Representation of a Participating Litigating Subdivision and that Subdivision is in a Settling State in which the Consent Judgment has not been 422
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approved, such funds shall be placed into escrow until the Consent Judgment is approved, after which time they shall be released.
I. Miscellaneous
1. The Fee Panel shall charge an hourly rate approved by the Court. The Pre-Effective Date costs associated with the Cost and Expense Fund Administrator shall be paid from funds in the Cost Fund. Post-Effective Date, the cost of the Fee Panel shall be charged against the applicable Fee Fund based on allocation by the Fee Panel and shall not be otherwise funded by Walgreens.
2. The MDL PEC will seek, and the Attorneys General for Settling States and the Walgreens will not oppose, a Common Benefit Fee Order requiring an assessment of
7.5% on the gross recovery (by judgment or settlement) of any Non-Participating Subdivision that is subject to the federal court jurisdiction, represented by a MDL PEC firm, represented by any Attorney receiving fees from the Common Benefit Fund, represented by any Attorney that signed a Participation Agreement or had been paid in a case otherwise under the jurisdiction of the MDL Court.
3. The MDL PEC shall provide to Walgreens information the PEC has that identifies Attorneys who represent Litigating Subdivisions who are not Participating Subdivisions and who have an obligation to pay a common benefit assessment, either due to the MDL Court’s orders or pursuant to a Participation Agreement.
4. The MDL PEC and Walgreens agree that it is a conflict of interest for an Attorney that had represented a Participating Subdivision to represent a Later Litigating Subdivision or Later Litigating State. This Subsection shall be enforceable to the extent permitted by the equivalent to Rules 1.16 and 5.6 of the ABA Model Rules of Professional Conduct in the relevant jurisdictions. The MDL PEC represents that it will comply with this provision in the case of the Walgreens Agreement until the Effective Date of the Walgreens Agreement, as well as thereafter, if the Walgreens Agreement proceeds.
5. Participating Subdivisions agree to instruct their counsel to treat information, work product and expert materials as confidential under Rule 1.6 of the ABA Model Rules of Professional Conduct. Accordingly, an Attorney shall not share information or work product with, or experts or materials to, non-participants (other than the Attorney’s own current clients or their lawyers, consultants, experts or other representatives or agents). However, nothing herein shall prevent MDL Leadership or PEC Counsel from fulfilling their obligations in any MDL and the MDL Court Order.
III. Miscellaneous
A. Termination. If the Walgreens Agreement does not proceed past the Reference Date, whether because Walgreens does not determine to proceed or for any other reason, this Fee Agreement shall be null and void, Walgreens shall have no obligation to make any payments under this 423
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Fee Agreement, and Walgreens and the MDL PEC shall take such steps as are necessary to restore the status quo ante.
B. MDL Court Consideration. This Fee Agreement shall be attached as an exhibit to the Walgreens Agreement. This Fee Agreement shall also be submitted by Walgreens and the MDL PEC to the MDL Court for approval pursuant to the motion and order that shall be attached.
1. In the event that the MDL Court, through an order, makes any change to the amounts potentially to be paid by Walgreens under this Fee Agreement, makes any change to the Fee Panel’s consideration of the factors set forth in paragraph II.C.4, or any other material change to the draft Order attached as part of Exhibit B or the terms of this Fee Agreement, Walgreens and the MDL PEC shall meet and confer concerning such changes. The MDL Court shall have no authority to increase the payments made by Walgreens related to fees and costs beyond the amounts described in this Fee Agreement.
2. If Walgreens and the MDL PEC are unable to reach agreement and revisions to this Fee Agreement, this Fee Agreement shall be null and void, Walgreens shall have no obligation to make any payments under this Fee Agreement, and Walgreens and the MDL PEC shall take such further steps as are necessary to restore the status quo ante.
C. Amendment. Once the MDL Court has entered an order implementing this Fee Agreement, this Fee Agreement can only be amended by (1) written agreement of Walgreens and the MDL PEC and (2) approval by the MDL Court.
D. Jurisdiction and Enforcement. The MDL Court shall have exclusive and ongoing jurisdiction over the enforcement and implementation of this Fee Agreement as set forth herein. The MDL PEC shall be the Authorized Party to enforce this Fee Agreement, as to the payment obligations of Walgreens as set forth in this Fee Agreement and as to Attorneys making application to the Funds under this Fee Agreement. Solely for purposes of assessing or allocating common benefit fees, the MDL Court will continue to have jurisdiction over the work product developed in the MDL Court by and under the direction of the MDL PEC with respect to claims against Walgreens, including data and documents, depositions, expert reports, briefs and pleadings; and the MDL Court’s protective orders, management orders, and other decisions regarding such discovery and other work product, including but not limited to, conditions on its use, will continue in full force and effect. Nothing in this paragraph authorizes the MDL Court to act contrary to this Agreement or to share any of the work product, or provides the MDL Court with jurisdiction over the Walgreens Agreement.
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1 Description of Mathematical Model for the Allocation of the Contingency Fee Funds Walgreens Settlement Agreement
This document describes the Mathematical Model for allocation of the Contingency Fee Fund described in Exhibit R (Agreement of Attorneys’ Fees, Costs, and Expenses) to the Walgreens Settlement Agreement.9 Awards of fees from the Contingency Fee Funds shall be available to Attorneys with Qualifying Representations of Participating Litigating Subdivisions eligible to receive an allocation under the Walgreens Settlement Agreement.10 A Fee Panel shall oversee the application of the Model and resolve any questions or disputes concerning the eligibility of a counsel to participate. The Panel is empowered to hear disputes concerning and ensure the accuracy of the mathematical calculations.
In general terms, allocation of the Contingency Fee Fund shall be made by (1) determining the amount of the Settlement Fund that is attributable to each Participating Litigating Subdivision; (2) making certain adjustments to these amounts based on when the Subdivision filed suit and the terms of the applicable fee contract; and (3) dividing the Contingency Fee Fund proportionately among counsel for each Participating Litigating Subdivision based on the amounts calculated in subpart 2.
To collect a fee award from the Contingency Fee Fund, a Participating Litigating Subdivision must have named Walgreens (or any Released Entity) in its lawsuit. The total maximum amount of the Contingency Fee Fund in the Walgreens Settlement Agreement is $225,493,007.20.11 Allocation of the Contingency Fee Fund shall be made according to the following steps. These calculations are made only for purpose of determining the percentage share of the Contingency Fee Fund that Attorneysfor each Participating Litigating Subdivision should receive, not for determining the dollar amount each Subdivision will receive.
(1) For each Settling State, attribute 50% of the settlement funds for that State to its Subdivisions according to the Subdivision Allocation Percentage in Exhibit G to the Walgreens Settlement Agreement.
Illustrative example:
Assume that State A is allocated 1.00000% of the $4,788,165,458 Remediation amount [see Exhibit M of the Walgreens Settlement Agreement]. 50% of the 1% share allocated to State A is $23,940,827.29. Assume that, per Exhibit G of the Agreement, the Subdivision Allocation Percentage for City B in State A is 1.00000000%.
9 See Walgreens Settlement Agreement, Exhibit R § II.D.2. 10 Walgreens Settlement Agreement, Exhibit R § II.D.2.
11 Walgreens Settlement Agreement, Exhibit R § II.A.1 & II.D.1. 425
2 For purposes of determining its counsel’s share of the Contingency Fee Fund, City B is attributed 1.00000000% of $23,940,827.29, or $239,408.27. (2) Adjust the amounts in paragraph 1 as follows:
a. Upward Adjustment for Early Filers. Increase the amount calculated in paragraph 1 above by 10% for any Litigating Subdivision that named Walgreens in a suit before December 5, 2017, the date the National Prescription Opiate Litigation MDL was formed. If the Litigating Subdivision did not name Walgreens in a suit before December 2, 2022, then fees from the Contingency Fee Fund will not be awarded to Attorneys with otherwise Qualifying Representations of that Participating Litigating Subdivision.
Illustrative Example:
Assume City C is attributed $1,000,000 under paragraph 1 above. If City C named Walgreens before 12/5/2017, the attributed amount would be adjusted to $1,100,000.
b. Determine Amount Due under Contingency Fee Contract. Determine the amount that would be due to Attorneys with Qualifying Representations of each Participating Litigating Subdivision under the terms of the applicable fee contract if the Participating Litigating Subdivision were to receive the amount calculated in paragraph 2.a. This amount can be referred to asthe Contingency Fee Assumption.
Illustrative Example:
Continuing the example given in paragraph 2.a, if Attorneys have a 20% contingency fee contract with City C for the relevant litigation, the amount calculated in this step would be 20% of $1,100,000, or $220,000.
In the nextstep, the Contingency Fee Assumption is used to determine the percentage share of the Contingency Fee Fund due to Attorneys for each Participating Litigating Subdivision. (3) Divide the Contingency Fee Fund proportionately among Attorneys for each Participating Litigating Subdivision in two ways:
a. National Fee Pool Calculation. Determine each Litigating Subdivision’s percentage share of all amounts due under contingency fee contracts nationwide by dividing the Contingency Fee Assumption calculated for each Subdivision in paragraph 2.b by the sum of all Contingency Fee Assumptions. Then multiply that percentage by the Contingency Fee Fund to figure each Subdivision’s dollar share of the Contingency Fee 426
3 Fund (but only if the Subdivision timely named Walgreens in a lawsuit).
Illustrative example:
$220,000 [frompara. 2.b] ÷$280,000,000 [total amount owed under contingency fee contracts nationwide] = 0.0785714%12
0.0785714% * $225,493,007.20 [Contingency Fee Fund] = $177,173.01
b. Separate State Fee Pools Calculation. Determine each Litigating Subdivision’s percentage share of all amounts due under contingency fee contracts statewide by dividing the Contingency Fee Assumption calculated for each Subdivision in paragraph
2.b by the sum of all Contingency Fee Assumptions in the same State. Then multiply that percentage by the portion of the Contingency Fee Fund that corresponds to that State’s Overall Allocation Percentage, shown in Exhibit F of the Walgreens Settlement Agreement, to figure each Subdivision’s dollar share of the Contingency Fee Fund (but only if the Subdivision timely named Walgreens in a lawsuit).
Illustrative example:
1% * $225,493,007.20 = $2,254,930.072 [amount of the Contingency Fee Fund corresponding to State A]
Assume a total of $2,500,000 is owed under contingency fee contracts for State A.
$220,000 [from para. 2.b] ÷ $2,500,000 = 8.8%
8.8% * $2,254,930.072 = $198,433.85
The award of fees to Attorneys with Qualifying Representations of Participating Litigating Subdivisions will be the average of the final amounts calculated in paragraphs 3.a and 3.b above, less any amounts the Fee Panel is authorized to, and does, withhold.13 Paragraph 3.a represents allocation based on a proportional share of a National Fee Pool, while paragraph 3.b represents allocation based on a proportional share of the Separate State Fee Pools.
In other words, for the National Fee Pool described above in paragraph 3.a, the contingency fee contract rate is compared to all other contingency fee contractrates in the nation. For the Separate State Fee Pools described above in paragraph 3.b, the contingency fee contract terms are
12 In this example, $280 million is the amount theoretically owed under all contingency fee contracts for litigation against Walgreens as calculated in paragraph 2.b. This amount is illustrative only; the actual amount will not be known until all litigating subdivisions are identified and the terms of their contingency fee contracts are collected. 13 The model also enforces a maximum fee award of 20% of the amount calculated in paragraph 2.b. The description in this document of the Mathematical Model is by necessity an abstraction; the precise contours of the calculations are defined in the model itself.
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4 compared to the other contingency fee contract terms in that same State. The National Fee Pool and the Separate State Fee Pools are given equal weighting.
Using the first methodology, Attorneys for two Subdivisions in different States with the same amount calculated under paragraph 2.b would be assigned the same amount under paragraph 3.a.
Using the second methodology, Attorneys for the same two Subdivisions would be assigned different amounts under paragraph 3.b because they are in different States. Specifically, the Subdivision in the State with a smaller proportion of Participating Litigating Subdivisions would be allocated more than the Subdivision in the State with a greater proportion of Participating Litigating Subdivisions.
By:
Name:
Date:
On behalf of Walgreens
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5 FH11185097.1
By:
Name: Paul T. Farrell, Jr.
Date:
By:
Name: Jayne Conroy
Date:
By:
Name: Joseph F. Rice
Date:
On behalf of Plaintiffs’ Executive Committee
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FH11185097.1
EXHIBIT S
Agreement on the State Outside Counsel Fee Fund
for Chain Pharmacy Settlements
1. Definitions.
a. “Chain Pharmacy” means any of CVS, Walgreens, and Walmart, and “Chain Pharmacies” means all of the foregoing.
b. “Multistate Chain Pharmacy Settlement Agreement” means This Settlement Agreement along with any other settlement of opioids-related claims among 30 or more states and a Chain Pharmacy.
c. “This Settlement Agreement” means the settlement agreement between the Settling States and the Chain Pharmacy to which this Agreement is attached as an Exhibit.
d. “Settling Chain Pharmacy” means the Chain Pharmacy that is a party to This Settlement Agreement.
e. “Settling States” has the meaning given such term in the relevant Multistate Chain Pharmacy Settlement Agreement.
2. Creation of a State Outside Counsel Chain Pharmacies Fee Fund. The Settling States have agreed to the creation of a state outside counsel fee fund to pay reasonable attorneys’ fees of Settling States which have retained outside counsel in connection with litigation against one or more Chain Pharmacies (such fund, the “State Outside Counsel Chain Pharmacies Fee Fund”).
3. State Outside Counsel Chain Pharmacies Fee Fund Administration. The State Outside Counsel Chain Pharmacies Fee Fund shall be administered separately from any other funds for the payment of attorneys fees or costs in connection with This Settlement Agreement, including any common benefit fund, contingency fee fund for subdivision counsel, state cost fund, or MDL expense fund. If necessary, a committee of Attorneys General shall be convened to oversee the State Outside Counsel Chain Pharmacies Fee Fund (the “Chain Pharmacies Fee Fund Committee”). The Chain Pharmacies Fee Fund Committee shall be appointed by the Settling State Members of the Enforcement Committee and shall be comprised solely of Attorneys General of Settling States that engaged outside counsel to pursue litigation against one or more Chain Pharmacies. The Settlement Fund Administrator (the “Fee Fund Administrator”) shall administer the State Outside Counsel Chain Pharmacies Fee Fund according to this Exhibit and, if convened, the guidelines and directives of the Chain Pharmacies Fee Fund Committee.
4. State Outside Counsel Chain Pharmacies Fee Eligibility. a. To receive any amount from the State Outside Counsel Chain Pharmacies Fee Fund, an outside counsel to a Settling State must have filed and maintained an action in the name of a Settling State or its Attorney General against a Chain 430
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Pharmacy in a state or federal court as of November 1, 2022. No Settling State (or its outside counsel) shall receive funds from both the State Outside Counsel Chain Pharmacies Fee Fund and any “Additional Remediation Amount” as may be provided for in This Settlement Agreement. b. In addition to the eligibility criteria set forth in Paragraph 4.a, above, and for the avoidance of doubt, only Settling States under This Settlement Agreement are eligible to receive any funds paid into the State Outside Counsel Chain Pharmacies Fee Fund as a result of This Settlement Agreement.
5. State Outside Counsel Chain Pharmacies Fee Fund Amount. The Settling Chain Pharmacy shall pay funds into the State Outside Counsel Chain Pharmacies Fee Fund in an amount equal to, and on the schedule identified in, Exhibit M (the “Contribution”). The Settling Chain Pharmacy’s Contribution shall subject to a reduction as described in Paragraph 8, below.
6. State Outside Counsel Chain Pharmacies Fee Fund Availability and Calculation of Amount.
a. The State Outside Counsel Chain Pharmacies Fee Fund shall be available to compensate private outside counsel for Settling State Attorneys General for approved fees arising out of representation of the Settling State pursuant to the schedule attached to this agreement as Schedule I (the “Fee Schedule”). b. The Fee Schedule is intended to reflect the fee calculation in subparagraph
6.c, below (the “Fee Calculation”). Subject to adjustments required by Paragraph 8, below, in the event of any discrepancy between the Fee Schedule and the Fee Calculation, the Fee Schedule shall control. Each Settling State, by becoming a Participating State in This Settlement Agreement, agrees that the Fee Schedule reflects the Fee Calculation and waives any right to contest the accuracy of the Fee Schedule, absent manifest error, the exclusion of a Settling State, or the inclusion of a Non-Settling State. The version of the Fee Schedule reflecting any necessary adjustments shall be the “Final Fee Schedule.”
c. Fees shall be aggregated across the Multistate Chain Pharmacy Settlement Agreements and be calculated by adding two components: (a) a fixed amount consisting of fifty percent (50%) of the amount of remediation funds allocated to a Settling State and its Subdivisions pursuant to the Multistate Chain Pharmacy Settlement Agreements multiplied by 4.5% (or, if lower, the applicable contingency fee percentage in the Settling State’s outside counsel contract); and (b) a proportional percentage of the remaining fee due under that Settling State’s contract with its outside counsel assuming that fifty percent (50%) of the Settling State’s recovery is allocable to a Settling State (rather than allocable to the Settling State’s Participating Subdivisions) so that the fees of all eligible Settling States (minus the fixed amount that would have been allocated to any Non-Settling States had they become Settling States) exhausts the State Outside Counsel Chain Pharmacies Fee Fund. The proportional share percentage will be the same for each Settling State 431
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FH11185097.1
included in the State Outside Counsel Chain Pharmacies Fee Fund. Fees shall be split proportionally among each Multistate Chain Pharmacy Settlement Agreement, as set forth on the Fee Schedule.
d. All amounts paid will be less any costs or fees of the Fee Fund Administrator.
The Fee Schedule reflects a holdback amount of $50,000 for such administrative expenses of the Fee Fund Administrator. The remainder of any unused administrative expenses shall be disbursed pro rata to States receiving monies from the State Outside Counsel Chain Pharmacies Fee Fund at the conclusion of such administration.
7. Payment by the Fee Fund Administrator.
a. The Fee Fund Administrator shall hold the Contribution in escrow until the earlier of (1) the last of the three Multistate Chain Pharmacy Settlement Agreements becomes effective or (2) when instructed by the Settling State Members of the Enforcement Committee.
b. Subject to eligibility pursuant to Paragraph 4, above, a Settling State’s outside counsel may receive funds from the State Outside Counsel Chain Pharmacies Fee Fund in the following scenarios (“Payment Scenarios”):
1. The Settling State’s outside counsel agrees that the amount listed for such state on the Final Fee Schedule either satisfies in full or exceeds the amounts owed to all such Settling State’s outside counsel and such counsel has provided written notice waiving all entitlement to additional fee in respect of any Multistate Chain Pharmacy Settlement Agreement.
2. The Settling State and its outside counsel enter into a signed writing establishing the amount owed to the counsel, which includes an agreement on the payment of the amount listed for such state on the Final Fee Schedule and waives any right of the State or its outside counsel to additional amounts from the State Outside Counsel Chain Pharmacies Fee Fund.
3. A final judgment is entered that is no longer appealable, which judgement adjudicates the amount owed to the Settling State’s counsel in respect of This Settlement Agreement and directs the Chain Pharmacies Fee Fund Committee how to pay the amount listed on the Final Fee Schedule for such State.
If no Payment Scenario is applicable with respect to a Settling State, then the Settling State’s share shall be placed in an interest-bearing escrow account (less reasonable expenses of the Fee Fund Administrator) and held unless and until a Payment Scenario is applicable.
c. Upon the applicability of a Payment Scenario 1 with respect to a Settling State, the Fee Fund Administrator shall pay that Settling State’s outside counsel the amount identified on the Final Fee Schedule for such state or such lesser amount that satisfies the Settling State’s obligation to its outside counsel in full. Any remaining allocation to such State shall be paid to the Settling State.
d. Upon the applicability of a Payment Scenario 2 or 3 with respect to a 432
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Settling State, the Fee Fund Administrator shall release monies from the State Outside Counsel Chain Pharmacies Fee Fund in either the amount held by the Fee Fund Administrator, if the amount of the agreement or judgment is equal to or more than the amount held, or the amount indicated in the agreement or in the final judgment, if the amount in the agreement or judgment is less than the amount held.
e. Nothing herein, including the amounts listed in Paragraph 6 above or on any Fee Schedule, shall prevent a Settling State from arguing in any proceeding with its outside counsel that (i) its recovery was less than fifty percent (50%) of the recovery in the settlement agreement down to and including fifteen percent (15%) of the total recovery; (ii) any payment should be discounted by an appropriate discount rate commensurate to the risk of the settlement agreement and the timeline that the Settling State is receiving its payments; (iii) the settlement amount should be lower because the amount a Settling State receives was reduced because such Settling State’s outside counsel failed to obtain joinder from a Settling State’s Subdivision(s) that the outside counsel also represented; or (iv) any limitation placed by the Settling Chain Pharmacy bars payment of a higher fee to outside counsel. f. In the event the amount due to the Settling State’s outside counsel from an escrow account is less than the total amount of funds escrowed on the account of the Settling State, the balance shall be paid to the Settling State. In no event, other than a State becoming a Non-Settling State, shall funds revert to a Chain Pharmacy.
8. Reduction of Amounts owed
a. Non-Settling States; Reversion and Redistribution. Amounts owed by the Settling Chain Pharmacy to the State Outside Counsel Chain Pharmacies Fee Fund shall be reduced by amounts allocated to the fixed amount for such State under This Settlement Agreement in the event that a listed State becomes a Non-Settling State. Specifically, the reduction in the amount owed by the Settling Chain Pharmacy shall be calculated as 2.25% times the total Remediation Payments that would have been allocated to the Non-Settling State had it been a Settling State. The payments for the other Settling States reflected in the Fee Schedule shall be adjusted by the Fee Fund Administrator to reflect a recalculated proportional percentage under the Fee Calculation. b. Settling States; Redistribution. If a Settling State under This Settlement Agreement (i) would otherwise be entitled to a payment from the State Outside Counsel Chain Pharmacies Fee Fund and (ii) is eligible to be a “Settling State” under either of the two other Multistate Chain Pharmacy Settlement Agreements but does not become such a “Settling State”, then that Settling State’s payment from the State Outside Counsel Chain Pharmacies Fee Fund shall be reduced to an amount equal to the Contribution times the Settling State’s allocation percentage on Exhibit F, which shall be treated as an additional remediation payment in lieu of a fee payment. The payments for the other Settling States reflected in the Fee Schedule shall be adjusted by 433
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the Fee Fund Administrator to reflect a recalculated proportional percentage under the Fee Calculation.
c. If either or both of the other Chain Pharmacies fail to enter into a Multistate Chain Pharmacy Settlement Agreement, or if such Multistate Chain Pharmacy Settlement Agreements fail to take effect by December 15, 2023, then the Settling Chain Pharmacy and the Enforcement Committee shall renegotiate the terms of Paragraph 8.b in order to permit prompt payment to Settling States that terminated contested litigation with the Settling Chain Pharmacy, and permitting additional time if necessary to finalize payments to the other Settling States. In no event will such renegotiation result in additional reversion of monies in the State Outside Counsel Chain Pharmacies Fee Fund to the Settling Chain Pharmacy.
9. Interpretation.
a. This Agreement shall be an Exhibit to each Multistate Chain Pharmacy Settlement Agreement and shall include the Fee Schedule setting forth the presumptive payment calculations for each eligible Settling State. By joining This Settlement Agreement, each State agrees on the presumptive accuracy of the Fee Schedule, absent manifest error, the inclusion of a Non-Settling State, or the exclusion of a Settling State.
b. It is the intent of all parties that the State Outside Counsel Chain Pharmacies Fee Fund function in a similar manner, with similar calculations and mechanics, as the “State Outside Counsel Fee Fund” established in Exhibit S of that certain settlement agreement dated as of July 21, 2021 setting forth the terms of settlement between and among McKesson Corporation, Cardinal Health, Inc., and AmerisourceBergen Corporation, on the one hand, and certain settling states and certain participating subdivisions, on the other hand. 434
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Schedule I to Exhibit S
Fee Schedule
[This Fee Schedule is subject to adjustment pursuant to Paragraph 6.b of Exhibit S)] State
Total Fee Walgreens Share Walmart Share CVS Share
Alaska $1,851,826.21 $691,943.15 $416,884.80 $742,998.26 Arkansas $4,873,566.77 $1,821,030.03 $1,097,141.78 $1,955,394.96 Delaware $3,726,440.37 $1,392,401.12 $838,899.65 $1,495,139.61 Kentucky $7,773,195.40 $2,904,489.25 $1,749,908.82 $3,118,797.34 Michigan $22,162,404.67 $8,281,081.68 $4,989,220.69 $8,892,102.29 Mississippi $4,641,790.38 $1,734,425.75 $1,044,964.07 $1,862,400.56 Nevada $9,363,802.33 $3,498,826.64 $2,107,987.70 $3,756,987.99 New
Hampshire
$5,985,080.61 $2,236,352.15 $1,347,366.79 $2,401,361.67 New Mexico
$2,748,895.55 $2,748,895.55 $- $-
Puerto Rico
$6,893,516.73 $2,575,793.38 $1,551,874.76 $2,765,848.60 South Dakota $1,101,349.40 $411,524.13 $247,936.78 $441,888.49 Utah $2,884,152.67 $1,204,171.82 $603,818.18 $1,076,162.67 West Virginia $2,399,292.74 $2,399,292.74 $- $-
Admin Expense Holdback $20,875.66 $10,467.86 $18,656.48 Total $31,921,103.05 $16,006,471.88 $28,527,738.91
Excluded States:
Florida (Walgreens; Walmart; CVS)
New Mexico (Walmart; CVS)
West Virginia (Walmart; CVS)
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EXHIBIT T
Agreement on the Joint State Cost Fund
1. Definitions.
a. “Opioids Defendant” means Walmart, or such other defendant in opioidsrelated litigation that enters into a Multistate Settlement after November 1, 2022, and “Opioids Defendants” means all of the foregoing. b. “Multistate Settlement” means this Settlement Agreement along with any other settlement of opioids-related claims among 30 or more states and an Opioids Defendant.
c. “Settlement Agreement” means the settlement agreement between the Settling States and the Opioids Defendant to which this Agreement is attached as an Exhibit.
d. “Settling Opioids Defendant” means the Opioids Defendant that is a party to the Settlement Agreement.
e. “Settling States” has the meaning given such term in the Settlement Agreement.
2. Creation of a State Cost Fund. The Settling Opioids Defendant and the Settling States agree to the creation of a fund to pay costs and expenses associated with litigation and investigations related to the opioids litigation (such fund, the “State Cost Fund”). The State Cost Fund shall be administered separately from any other funds for the payment of attorneys fees or costs in connection with the Settlement Agreement, including any common benefit fund, contingency fee fund for subdivision counsel, subdivision cost fund, or MDL expense fund. However, the State Cost Fund shall be administered jointly with similar “State Cost Funds” created in other Multistate Settlements after November 1, 2022; any state cost funds jointly administered in this manner shall be referred to as the “Joint State Cost Fund.” To the extent permissible and feasible, the Joint State Cost Fund may also be jointly administered with any fund for reimbursement of states’ litigation and investigation costs established by a bankruptcy plan, including the Mallinckrodt bankruptcy plan, any plans that may emerge from the bankruptcies of Purdue and Endo, and any similar bankruptcies of opioids defendants. To the extent feasible, the Joint State Cost Fund may also be jointly administered with the State Cost Funds established pursuant to the Distributors Multistate Settlement and the Janssen Multistate Settlement.
3. State Cost Fund Amount. The Settling Opioids Defendant shall pay into the State Cost Fund in the amount listed on, and on the schedule set forth in, Exhibit M (the “Settling Opioids Defendant’s Contribution”) for the purpose paying States’ costs and expenses associated with to the opioid litigation.
4. Joint State Cost Fund Committee. A committee of Attorneys General or their designated representatives (such committee, the “Joint State Cost Fund Committee”) shall oversee the Joint 436
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State Cost Fund. The committee shall be appointed by the Settling State Members of the Enforcement Committee, who shall aim to (i) have equal representation between states that retained contingency fee outside counsel and states that did not retain contingency fee outside counsel with respect to opioids-related litigation, and (ii) maintain consistency of committee membership across state cost funds that compose the Joint State Cost Fund. The Settling State Members of the Enforcement Committee may by majority vote add to or change the composition of the Joint State Cost Fund Committee.
5. Joint State Cost Fund Administrator.
a. The Joint State Cost Fund Committee may select an administrator (the “Joint State Cost Fund Administrator”), who shall administer the Joint State Cost Fund and direct payments to Settling States according to the guidelines and directives of the Joint State Cost Fund Committee. While the expenses of the Joint State Cost Fund Administrator shall be reimbursable pursuant to the principles and guidelines listed below, the Joint State Cost Fund Administrator shall first rely on any separate funds that may be set aside for such purpose in any Multistate Settlement.
b. The Joint State Cost Fund Administrator shall be responsible, under the direction and supervision of the Joint State Cost Fund Committee, for receiving and reviewing applications for reimbursement from the Joint State Cost Fund. This may include the creation of an audit process to ensure the integrity of submissions, as well as reimbursement rules to incentivize accurate submissions.
6. State Cost Fund Guidelines and Principles.
a. Monies in the State Cost Fund shall be released without any delay to reimburse Settling States for documented costs incurred or paid in connection with litigation and investigation related to the opioid litigation. b. In allocating the Joint State Cost Fund, the Joint State Cost Fund Committee shall seek to comply with the following principles:
1. Each State Cost Fund should be used to reimburse costs incurred by States that are Settling States in the Multistate Settlement from which funds are paid. (However, the foregoing sentence does not preclude a Non-Settling State that joins a separate Multistate Settlement from participating in the Joint State Cost Fund with respect to contributions made by other Opioids Defendants.)
2. Funds in any State Cost Fund shall be primarily used to reimburse costs incurred prior to the date on which the relevant Multistate Settlement was first made available for participation to eligible States. Regardless of other factors considered in prioritizing payments, all costs incurred prior to January 1, 2023, shall be paid before any costs incurred after that date are paid.
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3. The Joint State Cost Fund shall prioritize the reimbursement of the following over reimbursement of any State’s litigation or investigation costs:
• the reasonable costs of the Joint State Cost Fund
Administrator;
• repayment of National Association of Attorneys General grants made in connection with opioid litigation, without regard to when the grants were made;
• repayment of state-attributable costs of any mediator in connection with negotiations of a Multistate Settlement;
4. The Joint State Cost Fund shall seek to prioritize costs in the following order:
• litigation-related costs; then
• investigation-related costs; then
• settlement and negotiation related costs; then
• cost shares.
5. Costs incurred by a State’s outside counsel that the State is contractually obligated to reimburse shall be treated as costs incurred by a State.
6. As between similar categories of costs (e.g., defendant-specific litigation-related costs), the Joint State Cost Fund shall first reimburse costs incurred by a State’s outside counsel that the State is contractually obligated to reimburse out of its recovery, and then reimburse costs directly incurred by States.
7. The Joint State Cost Fund shall be available to reimburse only those costs which have not yet been reimbursed to a State from any other source, including any other fund set aside in a Multistate Settlement or bankruptcy plan for the reimbursement of costs or any individual state settlements.
8. The Joint State Cost Fund should not reimburse expenses that are expected to be reimbursed from another source, such as a bankruptcy debtor, unless such expected reimbursements do not come to fruition within a reasonable amount of time. This includes cost shares paid by states.
9. When coordinating among different state cost funds that each could 438
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be used to reimburse a given expense, the Joint State Cost Fund Committee may set guidelines to equitably distribute
reimbursements across all state cost funds in a manner that prioritizes costs unlikely to be otherwise reimbursed to a similarly situated State.
10. The Joint State Cost Fund may deny reimbursement of costs, on either an individual basis or a categorical basis, that a supermajority (75%+) of the Joint State Cost Fund Committee determines to be unreasonable.
11. After all costs identified in the foregoing have been reimbursed, the remaining funds in the Joint State Cost Fund shall be distributed to states in proportion to their allocation of remediation payments in the Mallinckrodt bankruptcy plan. Such distribution shall be treated as a reimbursement for States’ unenumerated costs of administering the Multistate Settlements and no subdivision shares shall be carved out of such disbursement, nor shall any attorney’s fees be assessed against such distribution (unless individually agreed to by a State). c. In applying the foregoing principles, the Joint State Cost Fund Committee shall have the discretion to vary their application in order to ensure equity among similarly situated states and to facilitate the ease and speed of administering the Joint State Cost Fund. The Joint State Cost Fund Committee may also apply percentages to approximate costs attributable to a particular Opioids Defendant (or categories of Opioids Defendants) in a manner that seeks to treat similarly situated states equitably. d. The Joint State Cost Fund Committee shall establish guidelines for the submission and approval of expenses eligible for reimbursement from the Joint State Cost Fund, which guidelines may be coordinated and consolidated with any similar cost funds in other state opioid settlements for purposes of joint administration and efficiency.
e. Unless waived by the Joint State Cost Fund Committee, the Joint State Cost Fund Administrator shall, in accordance with such guidelines, receive from Settling States records sufficient to demonstrate the incurrence and payment of each expense.
f. Where the Joint State Cost Fund Committee determines by a supermajority vote (75%+) that outside counsel for a Settling State has failed to exercise reasonable diligence in reviewing submitted costs for allowability, and such failure has resulted in the reimbursement of unallowed costs to such outside counsel, the Committee shall have the discretion to reduce or recover payments made to such outside counsel in an amount calculated to incentivize the exercise of reasonable diligence.
7. State Undertakings. Each State submitting for reimbursement of costs from the Joint State Cost 439
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Fund agrees:
a. to only submit costs allowable under this Joint State Cost Fund Agreement; b. to provide all back-up documentation that may be requested with respect to any submitted cost and to make itself available for any questions related to such costs;
c. to exercise reasonable diligence to ensure that all submitted costs are allowable under (i) this Joint State Cost Fund Agreement, (ii) the State’s contract with its outside counsel, if relevant, (iii) state law, and (iv) the policies and procedures applicable to the State’s retention of outside counsel, if relevant; and
d. to promptly return any excess payments made to the State or its outside counsel from the Joint State Cost Fund, including payments made for costs that were reimbursed from another source or are not allowable hereunder. 440
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EXHIBIT U
IRS Form 1098-F
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EXHIBIT V
Intentionally Omitted
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Exhibit W
Non-Litigating Threshold Subdivisions Exhibit
[List to be Added]
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Exhibit X
Governor’s Release of Opioid-Related Claims Pursuant to the Walgreens Settlement Agreement
I, [NAME], Governor of the [Commonwealth]/[State]/[Territory] of [Commonwealth]/[State]/[Territory], hereby authorize Attorney General [NAME] to settle and release, to the maximum extent of my power as Governor, all Released Claims of (1) all of [Commonwealth]/[State]/[Territory]’s past and present executive departments, agencies, divisions, boards, commissions and instrumentalities with regulatory authority to enforce state and federal controlled substances acts and (2) all of [Commonwealth]/[State]/[Territory]’s past and present executive departments, agencies, divisions, boards, commissions and instrumentalities that have the authority to bring Claims related to Covered Conduct seeking money (including abatement and/or remediation) or revocation or suspension of a pharmaceutical distribution or dispensing license. The foregoing authorization is given in connection with Section X.F of that certain settlement agreement dated as of December [●], 2022 setting forth the terms of settlement between and among Walgreens, on the one hand, and certain Settling States and certain Participating Subdivisions on the other hand. This release is intended to be a “release from a State’s Governor” as contemplated in such section. Capitalized terms used herein and defined in such settlement agreement have the meanings given to them in such settlement agreement.
_________________________
Governor of the [Commonwealth]/[State]/[Territory] of [Commonwealth]/[State]/[Territory] Date: ______________________
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WALMART SETTLEMENT
AGREEMENT
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TABLE OF CONTENTS
Page
I. Definitions......................................................................................................................2 II. Participation by States and Subdivisions; Effectiveness of Agreement ......................14 III. Injunctive Relief...........................................................................................................16 IV. Settlement Payments....................................................................................................16 V. Allocation and Use of Settlement Payments................................................................25 VI. Enforcement.................................................................................................................32 VII. Participation by Subdivisions.......................................................................................37 VIII. Additional Remediation...............................................................................................39 IX. Plaintiffs’ Attorneys’ Fees and Costs...........................................................................39 X. Release .........................................................................................................................40 XI. Later Litigating Subdivisions; Non-Settling States.....................................................44 XII. Miscellaneous...............................................................................................................45 EXHIBIT A - Alleged Harm................................................................................................. A-1 EXHIBIT B - Enforcement Committee Organization Bylaws ..............................................B-1 EXHIBIT C - Litigating Subdivisions List............................................................................C-1 EXHIBIT D - [Intentionally Omitted].................................................................................. D-1 EXHIBIT E - List of Opioid Remediation Uses....................................................................E-1 EXHIBIT F - List of States and Overall Allocation Percentages..........................................F-1 EXHIBIT G - Subdivisions Eligible to Receive Direct Allocations from the Subdivision Fund and Subdivision Fund Allocation Percentages........................................ G-1 EXHIBIT H - [Intentionally Omitted].................................................................................. H-1 EXHIBIT I - Primary Subdivisions........................................................................................I-1 EXHIBIT J - Illustrative List of Released Entities.................................................................J-1 446
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EXHIBIT K - Subdivision Settlement Participation Form................................................... K-1 EXHIBIT L - Settlement Fund Administrator.......................................................................L-1 EXHIBIT M - Maximum Payment Amounts.......................................................................M-1 EXHIBIT N - Additional Remediation Amount Allocation Percentages............................. N-1 EXHIBIT O - Adoption of a State-Subdivision Agreement................................................. O-1 EXHIBIT P - Injunctive Relief..............................................................................................P-1 EXHIBIT Q - [Intentionally Omitted].................................................................................. Q-1 EXHIBIT R - Agreement on Attorneys’ Fees, Costs, and Expenses.....................................R-1 EXHIBIT S - Agreement on the State Outside Counsel Fee Fund........................................S-1 EXHIBIT T - Agreement on the State Cost Fund..................................................................T-1 EXHIBIT U - IRS Form 1098-F........................................................................................... U-1 EXHIBIT V - Walmart Settlement Agreement Sign-on Form............................................. V-1 EXHIBIT W - Non-Litigating Threshold Subdivisions List ............................................... W-1 EXHIBIT X - Governor's Release of Opioid-Related Claims.............................................. X-1 447
1 WALMART SETTLEMENT AGREEMENT
This Settlement Agreement, dated as of November 14, 2022 (the “Agreement”), sets forth the terms of settlement between and among the Settling States, Walmart, and the Participating Subdivisions (as those terms are defined below). Upon satisfaction of the conditions set forth in Section II, this Agreement will be binding on all Settling States, Participating Subdivisions, and Walmart. This Agreement will then be submitted for entry as part of Consent Judgments in the respective courts of each of the Settling States, pursuant to the terms set forth in Section II.
WHEREAS, certain States and Subdivisions have filed or could file Actions in various forums against Walmart raising Claims or allegations concerning, related to, based upon, or in connection with the Alleged Harms and/or the Covered Conduct; WHEREAS, Walmart (i) denies each and all of the Claims and allegations of wrongdoing made by the States and Litigating Subdivisions in each of the Actions and maintains that it has meritorious defenses; (ii) denies all assertions of wrongdoing or liability against Walmart arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Actions already brought or that could be brought by any State or Subdivision related to the Covered Conduct and/or Alleged Harms and contends that the factual allegations made in the current Actions relating to Walmart are false and materially inaccurate; (iii) denies that any State, Subdivision, or resident thereof, was harmed by any conduct of Walmart; (iv) denies liability, denies any wrongdoing, and denies it violated any federal or state statute or common law; and (v) maintains that Walmart would be able to successfully defend against the Claims and allegations at trial, that the facts do not support the allegations, that Walmart engaged in no misconduct or unlawful activity, and that Walmart caused no harm to any State, Subdivisions, or resident thereof; WHEREAS, the Parties have investigated the facts and analyzed the relevant legal issues regarding the Claims and defenses that have been or could have been asserted in the Actions; WHEREAS, objective data metrics reported in the federal ARCOS database demonstrate that on a national basis Walmart dispensed on average materially fewer and less potent opioids per store than other major chain pharmacies and many independent pharmacies nationwide, and Walmart’s share of opioids distributed and dispensed nationwide was substantially lower than other major chain pharmacies;
WHEREAS, Walmart has implemented policies, procedures, and controls relating to the dispensing of prescription opioid medications and other controlled substances, including pharmacist training and empowerment programs, company-wide limitations on strength and duration of acute opioid prescriptions, and opioid data analytics, which Walmart uses to identify and investigate potentially problematic prescribing practices; WHEREAS, the Parties have determined that it is preferable to resolve any claims the States and Subdivisions may have through a cooperative and mutually beneficial settlement that provides funding to remediate Alleged Harms;
WHEREAS, the Parties have each considered the costs, delays and uncertainty associated with the prosecution and defense of an action and the continued prosecution and defense of the Actions;
448
2 WHEREAS, the Parties believe the settlement set forth herein avoids the uncertainties of litigation and assures that the benefits reflected herein are obtained; WHEREAS, the States have concluded that the terms of the settlement are fair, reasonable and adequate and in the best interest of the States and all Subdivisions and citizens and residents of the States;
WHEREAS, the Parties have agreed to the terms herein for the sole purpose of settlement, and nothing herein may be taken as or construed to be an admission or concession of any violation of law, rule, or regulation, or of any other matter of fact or law, or of any liability or wrongdoing or lack thereof;
WHEREAS no part of this Agreement, including its statements and commitments, shall constitute evidence of any liability, fault, or wrongdoing, or of any lack thereof; WHEREAS, unless the contrary is expressly stated, this Agreement is not intended for use by any Party or any third party for any purpose not expressly stated herein, including submission to any court for any purpose other than Court approvals associated with this Agreement; NOW, THEREFORE, IT IS HEREBY AGREED by and between the States, Participating Subdivisions, and Walmart, by and through their respective counsel, as follows:
I. Definitions
For all sections of this Agreement except Exhibit E and Exhibit P, the following definitions apply:
A. “Remediation Accounts Fund” means the component of the Settlement Fund described in Section V.E.
B. “Actions” means any lawsuit by a Settling State or Participating Subdivision asserting any Released Claim against one or more Released Entities.
C. “Additional Remediation Amount” means the amount available to the Settling States totaling up to $16,006,471.88.
D. “Advisory Committee” has the meaning set forth in Section V.E.2.d.
E. “Agreement” has the definition set forth in the preamble, including all exhibits.
F. “Alleged Harms” means the alleged past, present, and future financial and societal harms and related expenditures arising out of the alleged misuse and abuse of Products, nonexclusive examples of which are described in the documents listed on Exhibit A, including those expenditures that have allegedly arisen as a result of the physical and bodily injuries sustained by individuals suffering from opioid-related addiction, abuse, death, and other related diseases and disorders, and that have allegedly been caused by Walmart. 449
3 G. “Allocation Statute” means a state law that governs allocation, distribution, and/or use of some or all of the Settlement Fund amounts allocated to that State and/or its Subdivisions.
In addition to modifying the allocation as set forth in Section V.D.2, an Allocation Statute may, without limitation, contain a Statutory Trust, further restrict expenditures of funds, form an advisory committee, establish oversight and reporting requirements, or address other default provisions and other matters related to the funds. An Allocation Statute is not required to address all three (3) types of funds comprising the Settlement Fund or all default provisions.
H. “Appropriate Official” has the meaning set forth in Section XII.F.3.
I. “Base Payment” has the meaning set forth in Section IV.D.
J. “Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq.
K. “Bar” means either: (1) a law barring Subdivisions in a State from maintaining Released Claims against Released Entities (either through a direct bar or through a grant of authority to release claims and the exercise of such authority in full); or (2) a ruling by the highest court of the State (or, in a State with a single intermediate court of appeals, the intermediate court of appeals when not subject to further review by the highest court of the State) setting forth the general principle that Subdivisions in the State may not maintain any Released Claims against Released Entities, whether on the ground of this Agreement (or the release in it) or otherwise. For the avoidance of doubt, a law or ruling that is conditioned or predicated upon payment by a Released Entity (apart from payments made by Walmart under this Agreement) shall not constitute a Bar.
L. “Case-Specific Resolution” means either: (1) a law barring the Subdivision at issue from maintaining any Released Claims against any Released Entities (either through a direct bar or through a grant of authority to release claims and the exercise of such authority in full); or (2) a ruling by a court of competent jurisdiction over the Subdivision at issue that the Subdivision may not maintain any Released Claims at issue against any Released Entities, whether on the ground of this Agreement (or the release in it) or otherwise. For the avoidance of doubt, a law or ruling that is conditioned or predicated upon payment by a Released Entity (apart from payments made by Walmart under this Agreement) shall not constitute a Case-Specific Resolution.
M. “Claim” means any past, present or future cause of action, claim for relief, crossclaim or counterclaim, theory of liability, demand, derivative claim, request, assessment, charge, covenant, damage, debt, lien, loss, penalty, judgment, right, obligation, dispute, suit, contract, controversy, agreement, parens patriae claim, promise, performance, warranty, omission, or grievance of any nature whatsoever, whether legal, equitable, statutory, regulatory or administrative, whether arising under federal, state or local common law, statute, regulation, guidance, ordinance or principles of equity, whether filed or unfiled, whether asserted or unasserted, whether known or unknown, whether accrued or unaccrued, whether foreseen, unforeseen or unforeseeable, whether discovered or undiscovered, whether suspected or unsuspected, whether fixed or contingent, and whether existing or hereafter arising, in all such cases, including but not limited to any request for declaratory, injunctive, or equitable relief, compensatory, punitive, or statutory damages, absolute liability, strict liability, restitution, 450
4 abatement, subrogation, contribution, indemnity, apportionment, disgorgement, reimbursement, attorney fees, expert fees, consultant fees, fines, penalties, expenses, costs or any other legal, equitable, civil, administrative, or regulatory remedy whatsoever.
N. “Claim-Over” means a Claim asserted by a Non-Released Entity against a Released Entity on the basis of contribution, indemnity, or other claim-over on any theory relating to a NonParty Covered Conduct Claim asserted by a Releasor.
O. “Consent Judgment” means a state-specific consent judgment in a form to be agreed by the Settling States and Walmart prior to the State Participation Date that, among other things, (1) approves this Agreement and (2) provides for the release set forth in Section X.A, including the dismissal with prejudice of any Released Claims that the Settling State has brought against Released Entities.
P. “Covered Conduct” means any actual or alleged act, failure to act, negligence, statement, error, omission, breach of any duty, conduct, event, transaction, agreement, misstatement, misleading statement or other activity of any kind whatsoever from the beginning of time through the Threshold Subdivision Participation Date (and any past, present, or future consequence of any such act, failure to act, negligence, statement, error, omission, breach of duty, conduct, event, transaction, agreement, misstatement, misleading statement or other activity) relating in any way to (a) the distribution, dispensing, delivery, monitoring, reporting, supply, sale, prescribing, physical security, warehousing, coverage, purchases, reimbursement, discovery, development, manufacture, packaging, repackaging, marketing, promotion, advertising, labeling, recall, withdrawal, or use or abuse of any Product; orders, prescriptions, formularies, guidelines, payments or rebates for any Product; policies, practices and/or operating procedures, insurance, claim or benefit administration, claim adjudication, plan design, data and sales thereof, relating to any Product; and any system, plan, policy or advocacy relating to any Product, including, but not limited to, any unbranded promotion, marketing, programs, or campaigns relating to any Product; (b) the characteristics, properties, risks, or benefits of any Product; (c) the reporting, disclosure, nonreporting or non-disclosure to federal, state or other regulators of orders or prescriptions, related to any Product; (d) the purchasing, selling, acquiring, disposing of, importing, exporting, handling, processing, packaging, supplying, distributing, or converting of any Product; or (e) controls against diversion, corresponding responsibility, and suspicious order monitoring; provided, however, that as to any Claim that a Releasor has brought or could bring, Covered Conduct does not include noncompliance with statutory or administrative supply security standards concerning cleanliness of facilities or stopping counterfeit products, so long as such standards apply to the storage and distribution of both controlled and non-controlled pharmaceuticals.
Q. “Deposit Date” means fifteen (15) days after the Effective Date.
R. “Designated State” means New York.
S. “Effective Date” has the meaning set forth in Section II.C.
T. “Eligible State” means the states, commonwealths, and territories of the United States of America, as well as the District of Columbia and Puerto Rico, but excluding New Mexico, 451
5 West Virginia, and any Separately Settling State. The use of non-capitalized “state” to describe something (e.g., “state court”) shall also be read to include parallel entities in commonwealths, territories, and the District of Columbia (e.g., “territorial court”).
U. “Enforcement Committee” means a committee consisting of certain representatives of the Settling States and of the Participating Subdivisions selected and operating pursuant to the organizational bylaws set forth at Exhibit B. Notice pursuant to Section XII.Q shall be provided when there are changes in membership or contact information.
V. “Final Order” means an order or judgment of a court of competent jurisdiction with respect to the applicable subject matter (1) which has not been reversed or superseded by a modified or amended order, is not currently stayed, and as to which any right to appeal or seek certiorari, review, reargument, stay, or rehearing has expired, and as to which no appeal or petition for certiorari, review, reargument, stay, or rehearing is pending, or (2) as to which an appeal has been taken or petition for certiorari, review, reargument, stay, or rehearing has been filed and (a) such appeal or petition for certiorari, review, reargument, stay, or rehearing has been resolved by the highest court to which the order or judgment was appealed or from which certiorari, review, reargument, stay, or rehearing was sought, or (b) the time to appeal further or seek certiorari, review, reargument, stay, or rehearing has expired and no such further appeal or petition for certiorari, review, reargument, stay, or rehearing is pending.
W. “First Subdivision Participation Date” has the meaning set forth in Section IV.C.3.a.
X. “Global Settlement Remediation Amount” means the remediation and abatement amount of up to $2,393,794,118.64.
Y. “Global Settlement Amount” means the sum of (a) the Remediation Payment, (b) the Additional Remediation Amount, and (c) any attorneys’ fees and costs set forth in Exhibit R, Exhibit S and Exhibit T.
Z. “Implementation Administrator” means the vendor agreed to by Walmart and the Enforcement Committee and retained by Walmart to provide notice pursuant to Section VII.A and to manage the initial joinder period for Subdivisions, including the issuance and receipt of Subdivision Participation Forms.
AA. “Incentive BC Subdivisions” has the meaning set forth in Section IV.E.2.a.
BB. “Incentive Payment A” means the incentive payment described in Section IV.E.1.
CC. “Incentive Payment BC” means the incentive payment described in Section IV.E.2.
DD. “Incentive Payment D” means the incentive payment described in Section IV.E.3.
EE. “Injunctive Relief Terms” means the terms described in Section III and set forth in Exhibit P.
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6 FF. “Later Litigating Subdivision” means a Subdivision (or Subdivision official asserting the right of or for the Subdivision to recover for Alleged Harms to the Subdivision and/or the people thereof) that: (1) first files a lawsuit bringing a Released Claim against a Released Entity after the Threshold Subdivision Participation Date; or (2) adds a Released Claim against a Released Entity after the Threshold Subdivision Participation Date to a lawsuit brought before the Threshold Subdivision Participation Date that, prior to the Threshold Subdivision Participation Date, did not include any Released Claims against a Released Entity; or (3) (a) was a Litigating Subdivision whose Released Claims against Released Entities were resolved by a legislative Bar or legislative Case-Specific Resolution as of the Threshold Subdivision Participation Date, (b) such legislative Bar or legislative Case-Specific Resolution is subject to a Revocation Event after the Threshold Subdivision Participation Date, and (c) the earlier of the date of completion of opening statements in a trial in an action brought by a Subdivision in that Settling State that includes a Released Claim against a Released Entity or one hundred eighty (180) days from the Revocation Event passes without a Bar or Case-Specific Resolution being implemented as to that Litigating Subdivision or the Litigating Subdivision’s Released Claims being dismissed; or (4) (a) was a Litigating Subdivision whose Released Claims against Released Entities were resolved by a judicial Bar or judicial Case-Specific Resolution as of the Threshold Subdivision Participation Date, (b) such judicial Bar or judicial Case-Specific Resolution is subject to a Revocation Event after the Threshold Subdivision Participation Date, and (c) such Litigating Subdivision takes any action in its lawsuit asserting a Released Claim against a Released Entity other than seeking a stay or dismissal.
GG. “Litigating Subdivisions” means all Subdivisions that have brought any Released Claim against any Released Entity as of the Threshold Subdivision Participation Date. Attached as Exhibit C is a list of the Litigating Subdivisions in each Eligible State and Separately Settling State. Exhibit C will be updated (including with any corrections) periodically, and a final version of Exhibit C will be attached hereto as of the Threshold Subdivision Participation Date.
HH. “National Arbitration Panel” means the panel comprised as described in Section VI.F.3.b.
II. “National Disputes” has the meaning set forth in Section VI.F.3.a.
JJ. “Non-Litigating Subdivision” means any Subdivision that is neither a Litigating Subdivision nor a Later Litigating Subdivision.
KK. “Non-Litigating Threshold Subdivision” means (a) all general-purpose Subdivisions with a population equal to or greater than 30,000 that have not brought a Released Claim against any Released Entity as of the Threshold Subdivision Participation Date and (b) all general-purpose Subdivisions with populations between 10,000 and 30,000 that have not brought Released Claim against any Released Entity but have brought a claim related to opioid products, including any Claims related to the Covered Conduct and/or Alleged Harms, against McKesson, AmerisourceBergen, Cardinal Health, Janssen Pharmaceuticals, or any parents, subsidiaries, divisions, predecessors, successors, and assigns of McKesson, AmerisourceBergen, Cardinal Health, or Janssen Pharmaceuticals. Attached as Exhibit W is a list of the Non-Litigating Threshold Subdivisions in each Eligible State and Separately Settling State. Exhibit W will be 453
7 updated (including with any corrections) periodically, and a final version of Exhibit W will be attached hereto as of the Threshold Subdivision Participation Date.
LL. “Non-Participating Subdivision” means any Subdivision that is not a Participating Subdivision.
MM. “Non-Party Covered Conduct Claim” means a Claim against any Non-Released Entity involving, arising out of, or related to Alleged Harms and/or Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity).
NN. “Non-Party Settlement” means a settlement by any Releasor that settles any NonParty Covered Conduct Claim and includes a release of any Non-Released Entity.
OO. “Non-Released Entity” means an entity that is not a Released Entity.
PP. “Non-Settling State” means any Eligible State that is not a Settling State.
QQ. “Opioid Remediation” means care, treatment, and other programs and expenditures (including reimbursement for past such programs or expenditures1 except where this Agreement restricts the use of funds solely to future Opioid Remediation) designed to remediate Alleged Harms, including to (1) address the misuse and abuse of opioid products, (2) treat or mitigate opioid use or related disorders, or (3) mitigate other alleged effects of, including on those injured as a result of, the opioid epidemic. Exhibit E provides a non-exhaustive list of expenditures that qualify as being paid for Opioid Remediation. Qualifying expenditures may include reasonable related administrative expenses.
RR. “Overall Allocation Percentage” means a Settling State’s percentage as set forth in Exhibit F.
SS. “Participating Population Levels” has the meaning set forth in Section II.B.1.
TT. “Participating Subdivision” means any Subdivision in a Settling State that joins the settlement and meets the requirements for becoming a Participating Subdivision under Section VII.B or Section VII.C, as applicable.
UU. “Parties” means Walmart and the Settling States (each, a “Party”).
VV. “Payment Year” means the calendar year during which the applicable Payout Amount is made in accordance with Section IV.B. Payment Year 1 is 2023, Payment Year 2 is 2024 and so forth.
WW. “Payout Amount” means the total amount payable to the Settling States by the Settlement Fund Administrator for each Payment Year, as calculated by the Settlement Fund Administrator pursuant to Section IV.B. For the avoidance of doubt, this term does not include amounts paid pursuant to Section VIII and Section IX.
1 Reimbursement includes amounts paid to any governmental entities for past expenditures or programs. 454
8 XX. “Percentage of Incentive BC Subdivision Population” has the meaning set forth in Section IV.E.2.a.
YY. “Primary Fire District” means a fire district that covers a population of 25,000, or
0.20% of an Eligible State’s population if an Eligible State’s population is greater than 18 million.
If not easily calculable from state data sources and agreed to between the Eligible State and Walmart, a fire district’s population is calculated by dividing the population of the county or counties a fire district serves by the number of fire districts in the county or counties. “Primary Fire Districts” shall mean fire districts as identified in connection with the implementation of the July 21, 2021 Janssen Settlement Agreement.
ZZ. “Primary Subdivision” means any General-Purpose Government (including, but not limited to, a municipality, county, county subdivision, city, town, township, parish, village, borough, gore, or any other entities that provide municipal-type government) with a population over 10,000. Attached as Exhibit I is an agreed list of the Primary Subdivisions in each State.
AAA. “Prior Litigating Subdivision” means a Subdivision (or Subdivision official) that brought any Released Claim against any Released Entity prior to the Threshold Subdivision Participation Date and all such Released Claims were separately settled or finally adjudicated prior to the Threshold Subdivision Participation Date; provided, however, that if the final adjudication was pursuant to a Bar, such Subdivision shall not be considered a Prior Litigating Subdivision.
Notwithstanding the prior sentence, Walmart and the Settling State of the relevant Subdivision may agree in writing that the Subdivision shall not be considered a Prior Litigating Subdivision.
BBB. “Product” means any chemical substance, whether used for medicinal or nonmedicinal purposes, and whether natural, synthetic, or semi-synthetic, or any finished pharmaceutical product made from or with such substance, that is (1) an opioid or opiate, as well as any product containing any such substance; (2) a benzodiazepine, a muscle relaxer, carisoprodol, zolpidem, or gabapentin; or (3) a combination or “cocktail” of any stimulant or other chemical substance prescribed, sold, bought, or dispensed to be used together that includes opioids or opiates. “Product” shall include, but is not limited to, any substance consisting of or containing buprenorphine, codeine, fentanyl, hydrocodone, hydromorphone, meperidine, methadone, morphine, oxycodone, oxymorphone, tapentadol, tramadol, opium, heroin, carfentanil, diazepam, estazolam, quazepam, alprazolam, clonazepam, oxazepam, flurazepam, triozolam, temazepam, midazolam, carisoprodol, gabapentin, or any variant of these substances or any similar substance.
Notwithstanding the foregoing, nothing in this section prohibits a Settling State from taking administrative or regulatory action related to benzodiazepine (including, but not limited to, diazepam, estazolam, quazepam, alprazolam, clonazepam, oxazepam, flurazepam, triozolam, temazepam, and midazolam), a muscle relaxer, carisoprodol, zolpidem, or gabapentin that is wholly independent from the use of such drugs in combination with opioids, provided such action does not seek money (including abatement and/or remediation) for conduct prior to the Effective Date.
CCC. “Released Claims” means any and all Claims that directly or indirectly are based on, arise out of, or in any way relate to or concern Covered Conduct and/or Alleged Harms occurring prior to the Threshold Subdivision Participation Date. Without limiting the foregoing, “Released Claims” include any Claims that have been asserted against the Released Entities by 455
9 any Settling State or any of its Litigating Subdivisions or Litigating Special Districts in any federal, state or local action or proceeding (whether judicial, arbitral, or administrative) based on, arising out of or relating to, in whole or in part, the Covered Conduct and/or Alleged Harms, or any such Claims that could be or could have been asserted now or in the future in those actions or in any comparable action or proceeding brought by a State, any of its Subdivisions or Special Districts, or any Releasors (whether or not such State, Subdivision, Special District, or Releasor has brought such action or proceeding). Released Claims also include all Claims asserted in any proceeding to be dismissed pursuant to the Agreement, whether or not such claims relate to Covered Conduct and/or Alleged Harms. The Parties intend that “Released Claims” be interpreted broadly. This Agreement does not release Claims by private individuals. It is the intent of the Parties that Claims by private individuals be treated in accordance with applicable law. Released Claims is also used herein to describe Claims brought by a Later Litigating Subdivision or other non-party Subdivision or Special District that would have been Released Claims if they had been brought by a Releasor against a Released Entity.
DDD. “Released Entities” means Walmart and (1) all of Walmart’s past and present direct or indirect parents, subsidiaries, divisions, predecessors, successors, and assigns; (2) the past and present direct or indirect subsidiaries, divisions, and joint ventures, of any of the foregoing; (3) all of Walmart’s insurers (solely in their role as insurers with respect to the Released Claims); (4) all of Walmart’s, or of any entity described in subsection (1), past and present joint ventures; and (5) the respective past and present officers, directors, members, shareholders (solely in their capacity as shareholders of the foregoing entities), partners, trustees, and employees of any of the foregoing (for actions that occurred during and related to their work for, or employment with, Walmart).
Any person or entity described in subsections (3)-(5) shall be a Released Entity solely in the capacity described in such clause and shall not be a Released Entity with respect to its conduct in any other capacity. For the avoidance of doubt, any joint venture partner of a joint venture in subsection (2) or (4) is not a Released Entity unless such entity independently falls within subsections (1)-(5) above. An illustrative list of Walmart’s present joint ventures, subsidiaries and affiliates and predecessor entities is set forth in Exhibit J. With respect to joint ventures (including predecessor entities), only entities listed on Exhibit J are Released Entities. Current or former Defendants in In re: National Prescription Opiate Litigation, No. 1: 17-md-2804 (N.D. Ohio) (“MDL”) (or in other pending litigation asserting a Claim for Covered Conduct, as identified in the “National Opiate Litigation – Case and Defendant Extract” provided to Walmart by the Plaintiffs’ Executive Committee on November 12, 2022) not identified in Exhibit J are not considered Released Entities, provided, however, that any Walmart entities that fall within clauses (1)-(5) above against whom Released Claims are brought in the MDL on or after November 14, 2022 shall be considered Released Entities even if not listed on Exhibit J. For the avoidance of doubt, any entity acquired, or joint venture entered into, by Walmart after the Threshold Subdivision Participation Date is not a Released Entity.
EEE. “Releasors” means (1) each Settling State; (2) each Participating Subdivision; and (3) without limitation and to the maximum extent of the power of each Settling State’s Attorney General and/or Participating Subdivision to release Claims, (a) the Settling State’s and Participating Subdivision’s departments, agencies, divisions, boards, commissions, Subdivisions, districts, instrumentalities of any kind and attorneys, including its Attorney General, 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, (b) any public 456
10 entities, public instrumentalities, public educational institutions, unincorporated districts, fire districts, irrigation districts, water districts, law enforcement districts, emergency services districts, school districts, hospital districts and other Special Districts in a Settling State, and (c) any person or entity acting in a parens patriae, sovereign, quasi-sovereign, private attorney general, qui tam, taxpayer, or other capacity seeking relief on behalf of or generally applicable to the general public with respect to a Settling State or Subdivision in a Settling State, whether or not any of them participate in the Agreement. The inclusion of a specific reference to a type of entity in this definition shall not be construed as meaning that the entity is not a Subdivision. Each Settling State’s Attorney General represents that he or she has or has obtained (or will obtain no later than the Threshold Subdivision Participation Date) the authority set forth in Section X.G. In addition to being a Releasor as provided herein, a Participating Subdivision shall also provide the Subdivision Participation Agreement referenced in Section VII providing for a release to the fullest extent of the Participating Subdivision’s authority.
FFF. “Remediation Payment” has the meaning set forth in Section IV.B.1. 2 GGG. “Revocation Event” means, with respect to a Bar, Settlement Class Resolution, or Case-Specific Resolution, a revocation, rescission, reversal, overruling, or interpretation that in any way limits the effect of such Bar, Settlement Class Resolution, or Case-Specific Resolution on Released Claims, or any other action or event that otherwise deprives the Bar, Settlement Class Resolution, or Case-Specific Resolution of force or effect in any material respect.
HHH. “Second Subdivision Participation Date” has the meaning set forth in Section IV.C.3.b.
III. “Separately Settling State” means each of Alabama, Florida, and any other Eligible State that, prior to the State Participation Date, enters into a settlement agreement with Walmart that is separate from this Agreement and resolves substantially all Released Claims against Walmart.
JJJ. “Settlement Class Resolution” means a class action resolution in a court of competent jurisdiction in a Settling State (that is not successfully removed to federal court) with respect to a class of Subdivisions in that Settling State that (1) conforms with that Settling State’s statutes, case law, and rules of procedure regarding class actions; (2) is approved and entered as an order of a court of competent jurisdiction in that Settling State and such order has become a Final Order; (3) is binding on all Non-Participating Subdivisions in that Settling State (other than opt outs as permitted under the next sentence); (4) provides that all such Non-Participating Subdivisions may not bring any Released Claims against any Released Entities, whether on the ground of this Agreement (or the releases herein) or otherwise; and (5) does not impose any costs 2 The total maximum amount of this settlement is up to $3,011,242,061, which includes (i) up to $2,393,794,118.64 in the Remediation Payment; (ii) up to $297,720,376.93 in Subdivision Attorneys’ Fees, Expenses and Costs; (iii) up to $48,019,415.63 in the State Outside Counsel Fee Fund, State Cost Fund and Additional Remediation Amount; (iv) a credit of $215,567,502.95 for Walmart’s settlement with the state of Florida and its subdivisions; (v) a credit of $48,963,983.74 for Walmart’s settlement with the state of Alabama and its subdivisions; (vi) a credit of $1,051,663.05 for ineligible subdivisions Lake County and Trumbull County of Ohio; and (vii) a credit of $6,125,000.00 for Walmart’s settlement with Nassau County and Suffolk County of New York. In no event shall Walmart’s payment obligation under this Agreement exceed the sum of (i)-(iii) above. 457
11 or obligations on Walmart other than those provided for in this Agreement, or contain any provision inconsistent with any provision of this Agreement. If applicable state law requires that opt-out rights be afforded to members of the class, a class action resolution otherwise meeting the foregoing requirements shall qualify as a Settlement Class Resolution unless Subdivisions collectively representing more than one percent (1%) of the total population of that Settling State opt out. In seeking certification of any Settlement Class, the applicable Settling State and Participating Subdivisions shall make clear that certification is sought solely for settlement purposes and shall have no applicability beyond approval of the settlement for which certification is sought. Nothing in this Agreement constitutes an admission by any Party that class certification would be appropriate for litigation purposes in any case or for purposes unrelated to this Agreement.
KKK. “Settlement Fund” means the interest-bearing fund established pursuant to this Agreement into which the payment under Section IV is made. The Settlement Fund is comprised of the Remediation Accounts Fund, State Fund, and Subdivision Fund.
LLL. “Settlement Fund Administrator” means the entity that determines the payments and reversions due under Section IV and Section VIII, including annually determining the Payout Amount and calculating Incentive Payments, administers the Settlement Fund, and distributes amounts into three sub-funds (the Remediation Accounts Fund, State Fund, and Subdivision Fund) pursuant to this Agreement. The duties of the Settlement Fund Administrator shall be governed by this Agreement. Prior to the Threshold Subdivision Participation Date, Walmart and the Enforcement Committee shall agree to selection and removal processes for and the identity of the Settlement Fund Administrator, and a detailed description of the Settlement Fund Administrator’s duties and responsibilities, including a detailed mechanism for paying the Settlement Fund Administrator’s fees and costs, all of which shall be appended to the Agreement as Exhibit L.
MMM.“Settling State” means an Eligible State that has entered into this Agreement with Walmart and delivers an executed State Participation Form and executed releases in accordance with Section II.A.
NNN. “State Fund” means the component of the Settlement Fund described in Section V.C.
OOO. “State Participation Form” means the form attached as Exhibit V.
PPP. “State Participation Date” has the meaning set forth in Section II.A.1.
QQQ. “State Participation Threshold” has the meaning set forth in Section II.A.2.
RRR. “State-Subdivision Agreement” means an agreement that a Settling State reaches with the Subdivisions in that Settling State regarding the allocation, distribution, and/or use of funds allocated to that Settling State and to its Subdivisions. A State-Subdivision Agreement shall be effective if approved pursuant to the provisions of Exhibit O or if adopted by statute.
Preexisting agreements addressing funds other than those allocated pursuant to this Agreement shall qualify if the approval requirements of Exhibit O are met. A Settling State and its Subdivisions may revise a State-Subdivision Agreement if approved pursuant to the provisions of Exhibit O, or if such revision is adopted by statute.
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12 SSS. “Statutory Trust” means a trust fund established by state law to receive funds allocated to a Settling State’s Remediation Accounts Fund and restrict any expenditures made using funds from such Settling State’s Remediation Accounts Fund to Opioid Remediation, subject to reasonable administrative expenses. A Settling State may give a Statutory Trust authority to allocate one (1) or more of the three (3) types of funds comprising such State’s Settlement Fund, but this is not required.
TTT. “Sub-Fund(s)” means the Remediation Accounts Fund, State Fund, and Subdivision Fund, individually or collectively, as applicable.
UUU. “Subdivision” means any (1) General-Purpose Government (including, but not limited to, a municipality, county, county subdivision, city, town, township, parish, village, borough, gore, or any other entities that provide municipal-type government), School District, or Special District within a Settling State, and (2) any other subdivision or subdivision official or subentity of or located within a Settling State (whether political, geographical or otherwise, whether functioning or non-functioning, regardless of population overlap, and including, but not limited to, nonfunctioning governmental units and public institutions) that has filed a lawsuit that includes a Released Claim against a Released Entity in a direct, parens patriae, or any other capacity. “General-Purpose Government,” “School District,” and “Special District” shall correspond to the “five basic types of local governments” recognized by the U.S. Census Bureau and match the 2017 list of Governmental Units.
3 The three (3) General-Purpose Governments are county, municipal, and township governments; the two (2) special purpose governments are School Districts and Special Districts.
4 The terms “Fire District,” “Health District,” “Hospital District,” and “Library District” shall correspond to categories of Special Districts recognized by the U.S. Census Bureau. 5 References to a Settling State’s Subdivisions or to a Subdivision “in,” “of,” or “within” such Settling State include Subdivisions located within the Settling State even if they are not formally or legally a sub-entity of such Settling State; provided, however, that a “health district” that includes any of the following words or phrases in its name shall not be considered a Subdivision:
mosquito, pest, insect, spray, vector, animal, air quality, air pollution, clean air, coastal water, tuberculosis, and sanitary. Each of Lake and Trumbull Counties of Ohio shall not be considered “Subdivisions” for purposes of this Agreement.
VVV. “Subdivision Allocation Percentage” means the portion of a Settling State’s Subdivision Fund set forth in Exhibit G that a Subdivision will receive pursuant to Section V.C or Section V.D if it becomes a Participating Subdivision. The aggregate Subdivision Allocation 3 https://www.census.gov/data/datasets/2017/econ/gus/public-use-files.html. 4 E.g., U.S. Census Bureau, “Technical Documentation: 2017 Public Use Files for State and Local Government Organization” at 7 (noting that “the Census Bureau recognizes five basic types of local governments,” that three of those are “general purpose governments” (county governments, municipal governments, and township governments), and that the other two are “school district and special district governments”), https://www2.census.gov/programssurveys/gus/datasets/2017/2017_gov_org_meth_tech_doc.pdf. 5 A list of 2017 Government Units provided by the Census Bureau identifies 38,542 Special Districts and categorizes them by “FUNCTION_NAME.” “Govt_Units_2017_Final” spreadsheet, “Special District” sheet, included in “Independent Governments - list of governments with reference information,” https://www.census.gov/data/datasets/2017/econ/gus/public-use-files.html. As used herein, “fire district” corresponds to Special District function name “24 – Local Fire Protection,” “Health District” corresponds to Special District function name “32 – Health,” “Hospital District” corresponds to Special District function name “40 – Hospitals,” and “Library District” corresponds to Special District function name “52 – Libraries.” See id. 459
13 Percentage of all Subdivisions receiving a Subdivision Allocation Percentage in each State shall equal one hundred percent (100%). Immediately upon the effectiveness of any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3) that addresses allocation from the Subdivision Fund, whether before or after the Threshold Subdivision Participation Date, Exhibit G will automatically be amended to reflect the allocation from the Subdivision Fund pursuant to the State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3. The Subdivision Allocation Percentages contained in Exhibit G may not change once notice is distributed pursuant to Section VII.A, except upon the effectiveness of any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3) that addresses allocation from the Subdivision Fund. For the avoidance of doubt, no Subdivision not listed on Exhibit G shall receive an allocation from the Subdivision Fund, and no provision of this Agreement shall be interpreted to create such an entitlement.
WWW. “Subdivision Fund” means the component of the Settlement Fund described in Section V.C.
XXX. “Subdivision Participation Agreement” means the form of agreement attached as Exhibit K that Participating Subdivisions must execute and return to the Settlement Fund Administrator.
YYY. “Subdivision Participation Thresholds” has the meaning set forth in Section II.B.
ZZZ. “Third Subdivision Participation Date” has the meaning set forth in Section IV.C.3.c.
AAAA. “Threshold Motion” means a motion to dismiss or equivalent dispositive motion made at the outset of litigation under applicable procedure. A Threshold Motion must include as potential grounds for dismissal any applicable Bar or the relevant release by a Settling State or Participating Subdivision provided under this Agreement and, where appropriate under applicable law, any applicable limitations defense.
BBBB.“Threshold State” means the District of Columbia, Puerto Rico, and the states of the United States of America, excluding New Mexico and West Virginia.
CCCC.“Threshold Subdivision Participation Date” has the meaning set forth in Section II.B.1.
DDDD. “Total Remediation Amount” means the aggregate amount paid or incurred by Walmart hereunder other than amounts paid as attorneys’ fees and costs or identified pursuant to Section V.B.2 as being used to pay attorneys’ fees, investigation costs or litigation costs.
EEEE. “Walmart” means Walmart Inc.
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14 II. Participation by States and Subdivisions; Effectiveness of Agreement A. State Participation Threshold.
1. On November 14, 2022, this Agreement shall be distributed to all Eligible States by the Enforcement Committee. The Eligible States’ Attorneys General shall then have until December 15, 2022, or such later date as agreed to in writing by Walmart and the Enforcement Committee prior to December 15, 2022 (the “State Participation Date”), to decide whether to become Settling States. Eligible States that determine to become Settling States shall sign a Participation Form, in the form attached as Exhibit V, on or before the State Participation Date and provide it to Walmart and the Enforcement Committee.
2. To meet the State Participation Threshold, more than 85% of all Threshold States, by number of such states (the “State Participation Threshold”), must have joined this Agreement as Settling States on or before the State Participation Date. For purposes of calculating the State Participation Threshold, each Separately Settling State that is also a Threshold State shall be included in both the numerator and the denominator for purposes of calculating whether the State Participation Threshold has been satisfied. For the avoidance of doubt, to be satisfied, the State Participation Threshold requires that 43 or more of the 50 Threshold States (a) become Settling States by signing a Participation Form or (b) be included in both the numerator and the denominator for purposes of calculating the State Participation Threshold by virtue of being a Separately Setting State that is also a Threshold State.
3. Within the first business day on or after three (3) calendar days after the State Participation Date, the Enforcement Committee will deliver all signed State Participation Forms to Walmart. If the State Participation Threshold has not been satisfied by the State Participation Date, this Agreement will have no further effect and all releases and other commitments or obligations contained herein or in State Participation Forms will be void, provided, however, that on or after the State Participation Date, Walmart shall have the unilateral right in its sole discretion to extend the State Participation Date or to proceed with the Settlement if the State Participation Threshold has not been satisfied.
B. Subdivision Participation Thresholds.
1. If the State Participation Threshold has been satisfied by the State Participation Date, each of the Settling States will use reasonable efforts to ensure that, by April 18, 2023, or such later date as agreed to in writing by Walmart and the Enforcement Committee prior to April 18, 2023 (the “Threshold Subdivision Participation Date”), the Settling States have met the following “Subdivision Participation Thresholds”: (1) more than 85% of the aggregate population of all Litigating Subdivisions located in the Settling States and Separately Settling States (calculated on an aggregated basis and not a State-byState basis): (a) have become Participating Subdivisions by executing a Subdivision Participation Agreement, including a release (subject to Section VII.D), in accordance with Section VII.C, (b) are subject to a Bar or Case-Specific Resolution or (c) have joined a settlement between Walmart and a Separately Settling State by executing a participation 461
15 form, including a release; and (2) more than 85% of the aggregate population of all NonLitigating Threshold Subdivisions located in the Settling States and Separately Settling States (calculated on an aggregated basis and not a State-by-State basis): (a) have become Participating Subdivisions by executing a Subdivision Participation Agreement, including a release (subject to Section VII.D), in accordance with Section VII.B, (b) are subject to a Bar or Case-Specific Resolution, or (c) have joined a settlement between Walmart and a Separately Settling State by executing a participation form, including a release (together, the “Participating Population Levels”). For the avoidance of doubt, for purposes of calculating the Participating Population Levels for the Subdivision Participation Thresholds, all Litigating Subdivisions and Non-Litigating Threshold Subdivisions located in Separately Settling States shall be included in the respective denominators for purposes of calculating whether the Subdivision Participation Thresholds have been satisfied, and any such Litigating Subdivisions or Non-Litigating Threshold Subdivisions located in Separately Settling States that have joined such separate settlement agreement with Walmart by executing a participation form, including a release, shall be included in the respective numerators for purposes of calculating whether the Subdivision Participation Thresholds have been satisfied.6
2. As soon as practicable following the Threshold Subdivision Participation Date, the Settlement Fund Administrator shall calculate the Participating Population Levels and determine whether the Subdivision Participation Thresholds have been met. a. As soon as practicable following calculation of the Participating Population Levels, the Settlement Fund Administrator shall give notice to Walmart, the Settling States, and the Enforcement Committee of the Participating Population Levels and whether the Subdivision Participation Thresholds have been met. b. Within ten (10) calendar days of the notice provided by the Settlement Fund Administrator, any Party or the Enforcement Committee may dispute, in writing, the calculation of the Participating Population Levels or the determination of whether the Subdivision Participation Thresholds have been met.
Such disputing party must provide a written notice of dispute to the Settlement Fund Administrator, the Enforcement Committee, and Walmart (and the affected Settling State, as applicable) identifying the nature of the dispute. c. Within ten (10) calendar days of the sending of a written notice of dispute, any affected party may submit a response, in writing, to the Settlement Fund Administrator, the Enforcement Committee, Walmart, and the disputing Party (and the affected Settling State, as applicable) identifying the basis for disagreement with the notice of dispute.
6 For purposes of calculating the Participating Population Levels for the Subdivision Participation Thresholds, the populations of Lake and Trumbull Counties of Ohio and Nassau and Suffolk Counties of New York shall be excluded entirely from both the numerator and denominator of the Subdivision Participation Thresholds of both the Litigating Subdivisions and Non-Litigating Threshold Subdivisions. Nassau and Suffolk Counties of New York also shall be excluded from both the numerator and denominator for purposes of calculating New York’s Incentive BC Subdivision participation.
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16 d. After the time period for a response to be filed has passed, the Settlement Fund Administrator, the Enforcement Committee, Walmart, and the disputing Party (and the affected Settling State, as applicable) shall meet and confer within ten (10) calendar days in an attempt to resolve the dispute. If no resolution is reached, disputes described in this subsection shall be handled in accordance with the terms of Section VI.F.3.
3. If the Subdivision Participation Thresholds are not satisfied by the Threshold Subdivision Participation Date, then any and all releases, commitments or obligations contained herein or in State Participation Forms or Subdivision Participation Agreements shall be void, provided, however, that on or after the Threshold Subdivision Participation Date, Walmart shall have the unilateral right in its sole discretion to extend the Threshold Subdivision Participation Date or to proceed with the Settlement if one or both of the Subdivision Participation Thresholds have not been satisfied.
C. Conditions to Effectiveness. If (1) the State Participation Threshold is met by the State Participation Date and (2) the Subdivision Participation Thresholds are met by the Threshold Subdivision Participation Date, then this Agreement will be deemed effective fifteen (15) days after (a) the Threshold Subdivision Participation Date, or (b) such time as the Settlement Fund Administrator has completed the Participating Population Level calculations necessary to determine whether the Subdivision Participation Thresholds have been achieved, the Settlement Fund Administrator has provided notice of such calculations and determinations to the Parties, and any disputes concerning such calculations and determinations have been resolved subject to Section II.B.2.a-d, whichever is later (the “Effective Date”). Subject to Walmart’s unilateral right in its sole discretion to extend the State Participation Date and/or the Threshold Subdivision Participation Date if the State Participation Threshold or Subdivision Participation Thresholds have not been met by their respective deadlines, or to proceed with the Settlement if one or more of the State Participation Threshold or Subdivision Participation Thresholds have not been met, as set forth in Sections II.A.3 and II.B.3, if either of the foregoing clauses (1) or (2) is not satisfied by the State Participation Date or the Threshold Subdivision Participation Date, respectively, then any and all commitments or obligations (including any and all releases) contained herein or in any State Participation Form or Subdivision Participation Agreement shall be void.
D. Consent Judgments. Promptly after the Effective Date, the Parties will proceed to file the Consent Judgments, and the obligations in the State Participation Forms and Subdivision Participation Agreements will become effective and binding as of the Effective Date.
III. Injunctive Relief
A. Injunctive Relief. As part of the Consent Judgments, the Parties agree to the entry of the injunctive relief terms as set forth in Exhibit P.
IV. Settlement Payments
A. Settlement Fund. All payments under this Section IV shall be made into the Settlement Fund. The Settlement Fund shall be allocated and used only as specified in Section V. 463
17 B. Payment by Walmart.
1. Provided the conditions set out in Sections II.A-C are met, within seven (7) calendar days after the Effective Date, the Settlement Fund Administrator shall determine the amount representing the maximum total allocation of opioid remediation and abatement payments for the Settling States (the “Remediation Payment”), as calculated by multiplying (a) the total allocation percentages accorded to the Settling States in accordance with Exhibit F by (b) the Global Settlement Remediation Amount.
2. Fifteen (15) calendar days after the Effective Date (the “Deposit Date”), Walmart shall deposit the Remediation Payment into the Settlement Fund. The Remediation Payment shall be distributed to the Settling States and/or refunded to Walmart by the Settlement Fund Administrator consistent with the terms of this Agreement. Any interest earned on the Remediation Payment within the Settlement Fund, to the extent not used to pay the fees for the Settlement Fund Administrator, shall become and remain part of the Remediation Payment within the Settlement Fund and be made available for payments on a pro rata basis to the eventual recipients of the funds (either to Walmart in the case of refund or to the applicable Settling State) in accordance with this Agreement.
3. The Settlement Fund Administrator shall determine the Remediation Payment to be deposited by Walmart on the Deposit Date pursuant to Section IV.B.1. The allocation for each Settling State shall be based on the percentages set out in Exhibit F. For the avoidance of doubt, each of West Virginia, New Mexico, Florida, Alabama, and any other Separately Settling State are not eligible to receive payments under this Agreement.
C. Payments to Settling States and Reversions to Walmart.
1. Payments and Refunds. Subject to the terms of this Section IV.C.1, Settling States shall be eligible to receive payments under this Agreement over a period not to exceed six (6) years. Such payments shall be paid from the Settlement Fund by the Settlement Fund Administrator. Settling States shall be eligible for at most two payments from the Payout Amount in Payment Year 1 and one payment of the Payout Amount for each of Payment Years 2 through 6. Walmart shall be refunded any portion of the Remediation Payment that Settling States failed to earn in a given Payment Year and that Settling States are not able to earn in future years, as well as accrued interest on such amounts, as of the First Subdivision Participation Date and each subsequent anniversary of the First Subdivision Participation Date. The Settlement Fund Administrator will retain sufficient funds in the Settlement Fund in Payment Years 1 and 2 to pay amounts owed to Settling States due to additional Subdivision participation in Payment Years 2 and/or 3.
2. Procedure for Calculation of Payments and Refunds; Disputes. a. Calculation of Payments and Refunds. As soon as practicable following the Threshold Subdivision Participation Date, after determining the Remediation Payment in accordance with Section IV.B, and as soon as practical after each of the First, Second, and Third Subdivision Participation Dates, and as soon as practical after each of the Incentive Payment D Look-Back Dates, the 464
18 Settlement Fund Administrator shall calculate (1) the Payout Amount (including the amount of the Settlement Fund to be allocated to the Settlement Fund Administrator in costs and fees pursuant to Section V.C.4); (2) the amount to be received by each Settling State; (3) the amount to be received by the separate types of funds for each Settling State (if applicable); (4) the allocation to be received by each Settling State’s Participating Subdivisions listed on Exhibit G; and (5) the amount of any refund due to Walmart, and the Settlement Fund Administrator shall give notice to Walmart, the Settling States, and the Enforcement Committee of each such amount in clauses (1) through (5). If Walmart and the Enforcement Committee inform the Settlement Fund Administrator that they agree on the amounts to be calculated pursuant to clauses (1), (2), and (5) above, the Settlement Fund Administrator shall treat those amounts as the calculated amount. If a Settling State informs the Settlement Fund Administrator that it and its Participating Subdivisions listed on Exhibit G have reached consensus on the amounts to be calculated pursuant to clauses (3) and/or (4) above, the Settlement Fund Administrator shall use those amounts so long as they are consistent with the amount calculated pursuant to clause (2). The Payout Amount shall be based on each Settling State’s eligibility to receive one or more Incentive Payment(s) as set out in Section IV.E. For the avoidance of doubt, any Subdivision not listed on Exhibit G shall not receive an allocation from the Subdivision Fund, and no provision of this Agreement shall be interpreted to create such an entitlement. b. Notice of Dispute. Within twenty-one (21) calendar days of the notice provided by the Settlement Fund Administrator, (1) Walmart, any Settling State or the Enforcement Committee may dispute, in writing, the calculation of the Payout Amount (including the amount allocated for Settlement Fund Administrator costs and fees), whether a Settling State qualifies for an Incentive Payment, or the amount to be received by a Settling State and/or its Participating Subdivisions listed on Exhibit G and (2) a Participating Subdivision may dispute, in writing, the calculation of the amounts under Section IV.C.2.a clauses 3 or 4 solely with respect to such amounts calculated for the Settling State in which it is located and without disputing the amounts calculated under Section IV.C.2.a clauses 1, 2, or 5. A dispute will be deemed invalid and disregarded if it challenges the allocations adopted by a State-Subdivision Agreement approved pursuant to the provisions of Exhibit O or by statute. Such disputing party must provide a written notice of dispute to the Settlement Fund Administrator, the Enforcement Committee, any affected Settling State or Participating Subdivision, and Walmart identifying the nature of the dispute, the amount of money that is disputed, and the Settling State(s) or Participating Subdivision(s) affected.
c. Response to Notice of Dispute. Within twenty-one (21) calendar days of the sending of a written notice of dispute, any affected party may submit a response, in writing, to the Settlement Fund Administrator, the Enforcement Committee, any affected Settling State or Participating Subdivision, and Walmart identifying the basis for disagreement with the notice of dispute. 465
19 d. Resolution of Disputes. If no response is filed within the specified time period, the Settlement Fund Administrator shall adjust the amount calculated consistent with the written notice of dispute, the Settlement Fund Administrator shall pay the adjusted Payout Amount, and the dispute shall be considered finally resolved. If a written response to the written notice of dispute is timely sent to the Settlement Fund Administrator, the Settlement Fund Administrator shall notify Walmart and the Enforcement Committee of the preliminary amount to be paid out by the Settlement Fund Administrator, which shall be the smaller of the amount originally calculated by the Settling Administrator or the amount that would be consistent with the notice of dispute, provided, however, that in no circumstances shall the preliminary amount to be paid to a Settling State be higher than the maximum amount of Incentive Payment A for that Payment Year. e. Final resolution of such disputes shall be handled in accordance with the terms of Section VI.F and the Settlement Fund Administrator shall not distribute any amount subject to a dispute being resolved under Section VI.F until such time when the dispute is finally resolved.
3. Timing of Payments and Reversions.
a. Payment to the Settling States from the Settlement Fund of the Base Payment will be made as soon as practicable following the Threshold Subdivision Participation Date and the Settlement Fund Administrator’s calculation of payment amounts, provision of notice to the Parties, and resolution of any disputes, as applicable and as set forth in Section IV.C.2.a-e (the “Payout Procedure”). Any additional payments to the Settling States and/or any reversion to Walmart for Payment Year 1 will be made as soon as practicable following July 15, 2023 or such later date agreed to in writing by Walmart and the Enforcement Committee (the “First Subdivision Participation Date”) and the Settlement Fund Administrator’s completion of the Payout Procedure.
b. In Payment Year 2, payment to the Settling States and/or any reversion to Walmart will be based on Subdivision Participation as of July 15, 2024 or such later date agreed to in writing by Walmart and the Enforcement Committee (the “Second Subdivision Participation Date”) and will be made as soon as practicable following the Settlement Fund Administrator’s completion of the Payout Procedure, as applicable.
c. In Payment Year 3, payment to the Settling States and/or any reversion to Walmart will be based on (i) Subdivision Participation as of July 15, 2025 or such later date agreed to in writing by Walmart and the Enforcement Committee (the “Third Subdivision Participation Date”) and (ii) eligibility for Incentive D, as set forth in Section IV.E.3, and will be made as soon as practicable following the Settlement Fund Administrator’s completion of the Payout Procedure, as applicable.
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20 d. In Payment Years 4 through 6, payment to the Settling States and/or any reversion to Walmart will be based on eligibility for Incentive Payment D, as set forth in Section IV.E.3. Payment will be made as soon as practicable following the Settlement Fund Administrator’s completion of the Payout Procedure, as applicable.
e. The Settlement Fund Administrator may combine the payments under this Section IV with funds to be distributed by other comparable opioid settlements. In determining when payments for each Payment Year will be made, the Settlement Fund Administrator may take into account the timeline for the availability of disbursements under other comparable opioid settlements.
D. Base Payment. Each Settling State will receive a base payment equal to thirty-eight percent (38%) of such Settling State’s Overall Allocation Percentage of the Global Settlement Remediation Amount (the “Base Payment”). The Base Payment shall be made as soon as practicable after the Effective Date.
E. Incentive Payments. Each Settling State shall be eligible to receive additional incentive payments totaling up to a maximum of sixty two percent (62%) of such Settling State’s Overall Allocation Percentage of the Global Settlement Remediation Amount, with the actual amount depending on whether and the extent to which the criteria set forth below are met in such Settling State. In no event shall any Settling State receive more than one hundred percent (100%) of its respective Overall Allocation Percentage of the Global Settlement Remediation Amount under this Agreement. The incentive payments shall be divided among three (3) categories, referred to as Incentive Payments A, BC, and D. As applicable, Incentive Payments A and BC will be paid in at most three payments in Payment Years 1 through 3: one payment in Payment Year 1, one payment in Payment Year 2, and one payment in Payment Year 3. Incentive Payment D will be paid over four installments in Payment Years 3 through 6, provided a Settling State remains eligible to receive Incentive Payment D throughout that period and has not otherwise earned Incentive Payment A. The incentive payments shall be determined by the Settlement Fund Administrator and made with respect to a specific Settling State based on its eligibility for that Payment Year under the criteria set forth below.
1. Incentive Payment A. Incentive Payment A shall be equal to sixty-two (62%) of a Settling State’s Overall Allocation Percentage of the Global Settlement Remediation Amount, provided such Settling State becomes eligible for Incentive Payment A and subject to Section IV.E.1.a. Incentive Payment A is mutually exclusive with Incentive Payments BC and D; if a Settling State receives Incentive Payment A, such Settling State is not eligible for Incentive Payments BC or D. If a Settling State is not eligible for Incentive Payment A by the Third Subdivision Participation Date, it shall not be eligible for Incentive Payment A in any succeeding year. Eligibility for Incentive Payment A is as follows:
a. A Settling State is eligible for Incentive Payment A if, as of the First Subdivision Participation Date in Payment Year 1, the Second Subdivision Participation Date in Payment Year 2, or the Third Subdivision Participation Date in Payment Year 3, (i) there is a Bar in that State in full force and effect; (ii) there 467
21 is a Settlement Class Resolution in that State in full force and effect; (iii) there is a ruling from the State’s highest court barring all Subdivisions from bringing or maintaining Released Claims; (iv) the Released Claims of all of the following entities are released through the execution of Subdivision Participation Agreements: (1) all Litigating Subdivisions, (2) all Non-Litigating Primary Subdivisions, (3) all non-litigating School Districts with a K-12 student enrollment of at least 25,000 or 0.10% of a State’s population, whichever is greater, (4) all nonlitigating Health Districts and Hospital Districts that have at least one hundred twenty-five (125) hospital beds in one or more hospitals rendering services in that district, and (5) all Primary Fire Districts; or (v) a combination of the actions in clauses (i)-(v) has achieved the same level of resolution of Claims by Subdivisions (e.g., a Bar against future litigation combined with full joinder by Litigating Subdivisions). For the avoidance of doubt, subsection (iv) cannot be satisfied unless all Litigating Subdivisions are Participating Subdivisions or there is a CaseSpecific Resolution against any such Subdivisions that are not Participating Subdivisions. Each Settling State that believes it qualifies for Incentive A shall provide notice to Walmart, the Enforcement Committee, and the Settlement Fund Administrator, including data sources or other information establishing such Settling State’s entitlement to Incentive A, by the First, Second, or Third Participation Dates, as applicable. Walmart and the Enforcement Committee shall meet and confer in order to agree on data sources for purposes of this Section IV.E.1.a prior to the State Participation Date. For the avoidance of doubt, any disputes regarding whether a Settling State qualifies for Incentive A shall be handled in accordance with the Payout Procedure.
b. If a Settling State becomes eligible for Incentive A in Payment Years 2 or 3, then the Settling State shall be entitled to receive the remaining incentive payments that the Settling State could have earned (the “Remaining Incentive Payments”), which equals (i) ninety-seven percent (97%) of such Settling State’s Overall Allocation Percentage of the Global Settlement Remediation Amount, representing the maximum Incentive Payment BC, minus any Incentive Payment BC amounts previously paid to such Settling State in Payment Year 1 (or, if such Settling State first becomes eligible for Incentive Payment A in Payment Year 3, the sum of any Incentive Payment BC payment amounts previously paid to the Settling State in Payment Years 1 and 2), the resulting difference of which shall be reduced by 12.5% if Incentive Payment A is achieved in Payment Year 2 or by 25% if Incentive Payment A is achieved in Payment Year 3; and (ii) three percent (3%) of such Settling State’s Overall Allocation Percentage of the Global Settlement Remediation Amount, representing Incentive Payment D, as described in Section IV.E.3.
2. Incentive Payment BC. If a Settling State does not qualify for Incentive Payment A, it may still qualify to receive up to fifty-nine percent (59%) of the Settling State’s Overall Allocation Percentage of the Global Settlement Remediation Amount under Incentive Payment BC. A Settling State may earn Incentive Payment BC in Payment Years 1 through 3 and may receive, when combined with the Settling State’s Base Payment, a 468
22 maximum of up to 97% of the Settling State’s Overall Allocation Percentage of the Global Settlement Remediation Amount. Eligibility for Incentive Payment BC is as follows:
a. Subject to Section IV.E.1, the amount of Incentive Payment BC for which a Settling State is eligible shall be determined based on the aggregate population of the Settling State’s Incentive BC Subdivisions that participate in the Agreement or have had their claims resolved through a Case-Specific Resolution, divided by the aggregate population of all of the Settling State’s Incentive BC Subdivisions. The Settling State’s Incentive BC Subdivisions are (i) all Litigating Subdivisions (including School Districts and Special Districts) and (ii) all NonLitigating Threshold Subdivisions (collectively, all Litigating Subdivisions and all Non-Litigating Threshold Subdivisions are “Incentive BC Subdivisions”). The percentage of the Settling State’s Overall Allocation Percentage of the Global Settlement Remediation Amount, inclusive of the Base Payment, to which the Settling State is entitled shall be determined according to the table of Incentive BC payment levels below:
Percentage of Incentive BC
Subdivision Population7
Percentage of Settling State’s Overall
Allocation Percentage of the Global
Settlement Remediation Amount
(includes the Base Payment)
Participation of 85% but less than 86% Payment of 43%
Participation of 86% but less than 87% Payment of 46%
Participation of 87% but less than 88% Payment of 49%
Participation of 88% but less than 89% Payment of 52%
Participation of 89% but less than 90% Payment of 55%
Participation of 90% but less than 91% Payment of 58%
Participation of 91% but less than 92% Payment of 61%
Participation of 92% but less than 93% Payment of 64%
Participation of 93% but less than 94% Payment of 67%
Participation of 94% but less than 95% Payment of 70%
Participation of 95% but less than 96% Payment of 75%
Participation of 96% but less than 97% Payment of 79.5% Participation of 97% but less than 98% Payment of 84%
Participation of 98% but less than 99% Payment of 88.5% Participation of 99% but less than 100% Payment of 93% o 7 The “Percentage of Incentive BC Subdivision Population” shall be determined by the aggregate population of the Settling State’s Incentive BC Subdivisions that participate in the Agreement or have had their claims resolved through a Case-Specific Resolution divided by the aggregate population of the Settling State’s Incentive BC Subdivisions. In calculating the Settling State’s population that resides in Incentive BC Subdivisions, the population of the Settling State’s Incentive BC Subdivisions shall be the sum of the population of all Incentive BC Subdivisions in the Settling State, notwithstanding that persons may be included within the population of more than one Incentive BC Subdivision.
An individual Subdivision shall not be included more than once in either the numerator or denominator of the calculation regardless if it (or any of its officials) is named more than once as plaintiffs in the same lawsuit; provided, however, that for the avoidance of doubt, no Subdivision will be excluded from the numerator or denominator under this sentence unless a Subdivision otherwise counted in the denominator has the authority to release the Claims (consistent with Section XI) of the Subdivision to be excluded. 469
23 Participation of 100% Payment of 97%
b. For Payment Year 1, the Settlement Fund Administrator shall calculate and allocate Incentive Payment BC payments to Settling States based on the Settling State’s Incentive BC Subdivision Population participation rate as of the First Subdivision Participation Date. Payments to the Settling States and/or any refund to Walmart shall be made as soon as practicable after the Settlement Fund Administrator’s completion of the Payout Procedure, as applicable. c. For Payment Year 2, additional payments of Incentive Payment BC shall be made to any Settling State for which the Settling State’s Incentive BC Subdivision Population participation rate as of the Second Subdivision Participation Date results in a higher payment level than for Payment Year 1. Any Incentive Payment BC payment to a Settling State in Payment Year 2 will be 87.5% of the difference between (i) the Incentive BC payment calculated pursuant to Section IV.E.2.a using the Second Subdivision Participation Date and (ii) the Incentive BC payment calculated pursuant to Section IV.E.2.a using the First Subdivision Participation Date. Any payments to Settling States or reversion to Walmart will be made as soon as practicable following the Settlement Fund Administrator’s completion of the Payout Procedure, as applicable. d. For Payment Year 3, additional payments of Incentive Payment BC shall be made to any Settling State for which the Settling State’s Incentive BC Subdivision Population participation rate as of the Third Subdivision Participation Date results in a higher payment level than for Payment Year 2. Any Incentive Payment BC payment to a Settling State in Payment Year 3 will be 75% of the difference between (i) the Incentive BC payment calculated pursuant to Section IV.E.2.a using the Third Subdivision Participation Date and (ii) the Incentive BC payment calculated pursuant to Section IV.E.2.a using the Second Subdivision Participation Date. Any payments to Settling States or reversion to Walmart will be made as soon as practicable following the Settlement Fund Administrator’s completion of the Payout Procedure, as applicable.
e. The Settlement Fund Administrator shall withhold sufficient funds from Participating Subdivisions in each Payment Year to pay Non-Participating Subdivisions listed on Exhibit G for the Payment Year if they become Participating Subdivisions by the Second Subdivision Participation Date or Third Subdivision Participation Date. If such Non-Participating Subdivisions do not become Participating Subdivisions by the Third Subdivision Participation Date, such withheld funds will be allocated to Participating Subdivisions based on the allocation percentages on Exhibit G. For the avoidance of doubt, nothing in this subsection allows a Non-Participating Subdivision to receive funds until and unless it becomes a Participating Subdivision.
3. Incentive Payment D. Incentive Payment D shall be applied starting at Payment Year 3 and the amount of Incentive Payment D in each year will depend on (i) the Settling State’s eligibility as set out in Section IV.E.3.a and (ii) the Percentage of 470
24 Incentive BC Subdivision Population achieved by the Settling State as of the Third Subdivision Participation Date. Incentive Payment D shall be equal to between three percent (3%) and fifteen percent (15%) of the of the Settling State’s Overall Allocation Percentage of the Global Settlement Remediation Amount. The Incentive Payment D may be earned in each of Payment Years 3 through 6. Eligibility for Incentive Payment D is as follows:
a. A Settling State is eligible for Incentive Payment D if there has been no Later Litigating Subdivision (for purposes of Incentive Payment D, Later Litigating Subdivisions are limited to (i) a Primary Subdivision; (ii) a school district with a K-12 student enrollment of at least 25,000 or 0.10% of the State’s population, whichever is greater; (iii) a health district or hospital district that has at least one hundred twenty-five (125) hospital beds in one or more hospitals rendering services in that district; and (iv) Primary Fire Districts) in that State that has had a Claim against a Released Entity survive more than six (6) months after denial in whole or in part of a Threshold Motion as of July 15 of Payment Years 3 to 6 (each, an “Incentive Payment D Look-Back Date”).
b. To the extent a Settling State achieves a Percentage of Incentive BC Subdivision Population of 95% or above as of the Third Subdivision Participation Date, the level of Incentive Payment D is reduced according to the schedule below.
The following portions of Incentive Payment D are paid in equal installments in Payment Years 3 through 6:
c. The Settlement Fund Administrator shall determine a Settling State’s eligibility for Incentive Payment D as of the Incentive Payment D LookBack Date in Payment Years 3 through 6. If a Later Litigating Subdivision’s lawsuit in that Settling State survives more than six (6) months after denial in whole or in part of a Threshold Motion, that State shall not be eligible for Incentive Payment D for the Payment Year in which that occurs and any subsequent Payment Year. Prior to the Incentive Payment D Look-Back Date in Payment Years 3 through 6, Walmart may provide the Settlement Fund Administrator and the Percentage of Incentive BC Subdivision
Population as of the Third Subdivision
Participation Date
Incentive Payment D Amount as
a Percentage of Settling State’s
Overall Allocation Percentage of
the Global Settlement
Remediation Amount
Participation below 95% 15%
Participation of 95% but less than 96% 13%
Participation of 96% but less than 97% 11%
Participation of 97% but less than 98% 9%
Participation of 98% but less than 99% 7%
Participation of 99% but less than 100% 5%
Participation of 100% 3%
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25 Enforcement Committee with notice identifying any Settling State(s) it believes do not qualify for Incentive Payment D and information supporting its belief. d. If, at any time within six (6) years of the Threshold Subdivision Participation Date, any Subdivision becomes a Later Litigating Subdivision (as that term is limited by Section IV.E.3.a), then Walmart shall, within thirty (30) days of Walmart or any Released Entity being served or otherwise informed of the prosecution of such Released Claims, provide notice to the Settling State in which such Released Claims are being pursued and shall give the relevant Settling State a reasonable opportunity to extinguish the Released Claims without any payment or any other obligations being imposed upon any Released Entities (apart from the Global Settlement Amount payable by Walmart under the Agreement or the Injunctive Relief Terms imposed on it). The relevant Settling State and Walmart shall confer and use reasonable efforts to promptly resolve the lawsuit so that it is dismissed with prejudice. Nothing in this subsection creates an obligation for a Settling State to make a monetary payment or incur any other obligation to an entity filing a lawsuit.
e. Notwithstanding Section IV.E.3, a Settling State can become reeligible for Incentive Payment D if the lawsuit that survived a Threshold Motion is dismissed pursuant to a later motion on grounds included in the Threshold Motion, in which case the Settling State shall be eligible for any missed payments of Incentive Payment D in the following Payment Year, less any litigation fees and costs incurred by Walmart in the interim, except that if the dismissal motion occurs after the completion of opening statements in such action, the Settling State shall not be eligible for Incentive Payment D.
V. Allocation and Use of Settlement Payments
A. Components of Settlement Fund. The Settlement Fund shall be comprised of a Remediation Accounts Fund, a State Fund, and a Subdivision Fund for each Settling State. The payment made under Section IV into the Settlement Fund shall be initially allocated among those three (3) Sub-Funds and distributed and used as provided below or as provided for by a StateSubdivision Agreement (or other State-specific allocation of funds).
B. Use of Settlement Payments.
1. It is the intent of the Parties that the payments disbursed from the Settlement Fund to Settling States and Participating Subdivisions be for Opioid Remediation to address Alleged Harms, subject to exceptions that must be documented in accordance with Section V.B.2. In no event may less than eighty-five percent (85%) of Walmart’s maximum payment amounts, distributed pursuant to Section IV, Section VIII, and Section IX as set forth on Exhibit M over the entirety of all Payment Years (but not in any single Payment Year) be spent on Opioid Remediation.
2. While disfavored by the Parties, a Settling State or a Participating Subdivision may, subject to the limitation in the second sentence of Section V.B.1, use 472
26 monies from the Settlement Fund (that have not been restricted by this Agreement solely to future Opioid Remediation) for purposes that do not qualify as Opioid Remediation, provided that if, at any time, a Settling State or a Participating Subdivision listed on Exhibit G uses any monies from the Settlement Fund for a purpose that does not qualify as Opioid Remediation, such Settling State or Participating Subdivision listed on Exhibit G shall identify such amounts and report to the Settlement Fund Administrator and Walmart how such funds were used, including if used to pay attorneys’ fees, investigation costs, litigation costs, or costs related to the operation and enforcement of this Agreement, respectively. It is the intent of the Parties that the reporting under this Section V.B.2 shall be available to the public. For the avoidance of doubt, (a) any amounts not identified under this Section V.B.2 as used to pay attorneys’ fees, investigation costs, or litigation costs shall be included in the “Total Remediation Amount” for purposes of Section V.F and (b) Participating Subdivisions not listed on Exhibit G may only use monies from the Settlement Fund for purposes that qualify as Opioid Remediation.
C. Allocation of Settlement Fund. The allocation of the Settlement Fund allows for different approaches to be taken in different States, such as through a State-Subdivision Agreement. Given the uniqueness of States and their Subdivisions, Settling States and their Subdivisions are encouraged to enter into State-Subdivision Agreements in order to direct the allocation of their portion of the Settlement Fund. This Agreement has no effect on the ability of Settling States and their Subdivisions to internally agree on the allocation of their portion of the Settlement Fund. As set out below, the Settlement Fund Administrator will make an initial allocation to three (3) state-level Sub-Funds. The Settlement Fund Administrator will then, for each Settling State and its Participating Subdivisions, apply the terms of this Agreement and any relevant State-Subdivision Agreement, Statutory Trust, Allocation Statute, or voluntary redistribution of funds as set out below before disbursing the funds.
1. Base Payments. The Settlement Fund Administrator will allocate Base Payments under Section IV.D on a State-specific basis in proportion to each Settling State’s respective Overall Allocation Percentage. Base Payments for each Settling State will then be allocated fifteen percent (15%) to its State Fund, seventy percent (70%) to its Remediation Accounts Fund, and fifteen percent (15%) to its Subdivision Fund. Amounts may be reallocated and will be distributed as provided in Section V.D.
2. Incentive Payments. The Settlement Fund Administrator will treat incentive payments under Section IV.E on a State-specific basis in proportion to each Settling State’s respective Overall Allocation Percentage. Incentive payments for which a Settling State is eligible under Section IV.E will be allocated fifteen percent (15%) to its State Fund, seventy percent (70%) to its Remediation Accounts Fund, and fifteen percent (15%) to its Subdivision Fund. Amounts may be reallocated and will be distributed as provided in Section V.D.
3. Settlement Fund Administrator. Prior to the Threshold Subdivision Participation Date, Walmart and the Enforcement Committee will agree to a detailed mechanism consistent with the foregoing for the Settlement Fund Administrator to follow in allocating, apportioning, and distributing payments, which shall then be appended hereto as Exhibit L.
473
27 4. Settlement Fund Administrator Costs. Any costs and fees associated with or arising out of the duties of the Settlement Fund Administrator as described in Exhibit L shall be paid from the interest accrued in the Settlement Fund; provided, however, that if such accrued interest is insufficient to pay the entirety of any such costs and fees, Walmart shall pay fifty percent (50%) of the additional amount and fifty percent (50%) shall be paid out of the Settlement Fund.
D. Settlement Fund Reallocation and Distribution.
As set forth below, within a particular Settling State’s account, amounts contained in the Sub-Funds may be reallocated and distributed per a State-Subdivision Agreement or other means.
If the apportionment of amounts is not addressed and controlled under Section V.D.1 and Section V.D.2, then the default provisions of Section V.D.4 apply. It is not necessary that a StateSubdivision Agreement or other means of allocating funds pursuant to Section V.D.1 and Section V.D.2 address all of the Sub-Funds. For example, a Statutory Trust might only address disbursements from a Settling State’s Remediation Accounts Fund.
1. Distribution by State-Subdivision Agreement. If a Settling State has a State-Subdivision Agreement, amounts apportioned to that State’s State Fund, Remediation Accounts Fund, and Subdivision Fund under Section V.C shall be reallocated and distributed as provided by that agreement. Any State-Subdivision Agreement entered into or amended after November 14, 2022 shall be applied only if it requires: (a) that all amounts be used for Opioid Remediation, except as allowed by Section V.B.2, and (b) that at least seventy percent (70%) of amounts be used solely for future Opioid Remediation.8 For a State-Subdivision Agreement to be applied to the relevant portion of the Payout Amount, notice must be provided to Walmart and the Settlement Fund Administrator at least ten (10) business days prior to the Settlement Fund Administrator issuing payment to Settling States pursuant to the Payout Procedure.
2. Distribution by Allocation Statute. If a Settling State has an Allocation Statute and/or a Statutory Trust that addresses allocation or distribution of amounts apportioned to such State’s State Fund, Remediation Accounts Fund, and/or Subdivision Fund and that, to the extent any or all such Sub-Funds are addressed, requires (1) all amounts to be used for Opioid Remediation, except as allowed by Section V.B.2, and (2) at least seventy percent (70%) of all amounts to be used solely for future Opioid Remediation,9 then, to the extent allocation or distribution is addressed, the amounts apportioned to that State’s State Fund, Remediation Accounts Fund, and Subdivision Fund under Section V.C shall be allocated and distributed as addressed and provided by the applicable Allocation Statute or Statutory Trust. For the avoidance of doubt, an Allocation Statute or Statutory Trust need not address all three (3) Sub-Funds that comprise the Settlement Fund, and if the applicable Allocation Statute or Statutory Trust does not 8 Future Opioid Remediation includes amounts paid to satisfy any future demand by another governmental entity to make a required reimbursement in connection with the past care and treatment of a person related to the Alleged Harms.
9 Future Opioid Remediation includes amounts paid to satisfy any future demand by another governmental entity to make a required reimbursement in connection with the past care and treatment of a person related to the Alleged Harms.
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28 address distribution of all or some of these three (3) Sub-Funds, the applicable Allocation Statute or Statutory Trust does not replace the default provisions described in Section V.D.4 of any such unaddressed fund. For example, if an Allocation Statute or Statutory Trust that meets the requirements of this Section V.D.2 only addresses funds restricted to remediation and abatement, then the default provisions in this Agreement concerning allocation among the three (3) Sub-Funds and the distribution of the State Fund and Subdivision Fund for that State would still apply, while the distribution of the applicable State’s Remediation Accounts Fund would be governed by the qualifying Allocation Statute or Statutory Trust.
3. Voluntary Redistribution. A Settling State may choose to reallocate all or a portion of its State Fund to its Remediation Accounts Fund. A Participating Subdivision included on Exhibit G may choose to reallocate all or a portion of its allocation from the Subdivision Fund to the State’s Remediation Accounts Fund or to another Participating Subdivision. The Settlement Fund Administrator is not required to honor voluntary redistribution for which notice is provided to it less than sixty (60) days prior to the Payment Date.
4. Distribution in the Absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust. If Section V.D.1 and Section V.D.2 do not apply, amounts apportioned to that State’s State Fund, Remediation Accounts Fund, and Subdivision Fund under Section V.C shall be distributed as follows:
a. Amounts apportioned to that State’s State Fund shall be distributed to that State.
b. Amounts apportioned to that State’s Remediation Accounts Fund shall be distributed consistent with Section V.E. Each Settling State shall submit to the Settlement Fund Administrator a designation of a lead state agency or other entity to serve as the single point of contact for that Settling State’s funding requests from the Remediation Accounts Fund and other communications with the Settlement Fund Administrator. The designation of an individual entity is for administrative purposes only and such designation shall not limit funding to such entity or even require that such entity receive funds from this Agreement. The designated entity shall be the only entity authorized to request funds from the Settlement Fund Administrator to be disbursed from that Settling State’s Remediation Accounts Fund. If a Settling State has established a Statutory Trust, then that Settling State’s single point of contact may direct the Settlement Fund Administrator to release the State’s Remediation Accounts Fund to the Statutory Trust.
c. Amounts apportioned to that State’s Subdivision Fund shall be distributed to Participating Subdivisions in that State included on Exhibit G per the Subdivision Allocation Percentage listed in Exhibit G. Section V.F shall govern amounts that would otherwise be distributed to Non-Participating Subdivisions listed in Exhibit G. For the avoidance of doubt and notwithstanding any other provision in this Agreement, no Non-Participating Subdivision will receive any 475
29 amount from the Settlement Fund, regardless of whether such Subdivision is included on Exhibit G.
d. Special Districts shall not be allocated funds from the Subdivision Fund, except through a voluntary redistribution allowed by Section V.D.3. A Settling State may allocate funds from its State Fund or Remediation Accounts Fund for Special Districts.
5. Restrictions on Distribution. No amounts may be distributed from the Subdivision Fund contrary to Section VII, i.e., no amounts may be distributed directly to Non-Participating Subdivisions to the extent such a distribution would violate Section VII.E or Section VII.F. Amounts allocated to the Subdivision Fund that cannot be distributed by virtue of the preceding sentence shall be distributed into the sub-account in the Remediation Accounts Fund for the Settling State in which the Subdivision is located, unless those payments are redirected elsewhere by a State-Subdivision Agreement described in Section V.D.1 or by an Allocation Statute or a Statutory Trust described in Section V.D.2.
E. Provisions Regarding the Remediation Accounts Fund.
1. State-Subdivision Agreement, Allocation Statute, and Statutory Trust Fund Provisions. A State-Subdivision Agreement, Allocation Statute, or Statutory Trust may govern the operation and use of amounts in that State’s Remediation Accounts Fund so long as it complies with the requirements of Section V.D.1 or Section V.D.2, as applicable, and all direct payments to Subdivisions comply with Section VII.E through Section VII.G.
2. Absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust. In the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust that addresses distribution, the Remediation Accounts Fund will be used solely for future Opioid Remediation10 and the following shall apply with respect to a Settling State:
a. Regional Remediation.
(i) At least fifty percent (50%) of distributions for remediation from a State’s Remediation Accounts Fund shall be annually allocated and tracked to the regional level. A Settling State may allow the Advisory Committee established pursuant to Section V.E.2.d to define its regions and assign regional allocations percentages. Otherwise, a Settling State shall (A) define its initial regions, which shall consist of one (1) or more GeneralPurpose Subdivision(s) and which shall be designated by the state agency with primary responsibility for substance abuse disorder services employing, to the maximum extent practical, existing regions established in that State for opioid abuse treatment or other public health purposes; (B) assign initial regional allocation percentages to the regions based on the 10 Future Opioid Remediation includes amounts paid to satisfy any future demand by another governmental entity to make a required reimbursement in connection with the past care and treatment of a person related to the Alleged Harms.
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30 Subdivision Allocation Percentages in Exhibit G and an assumption that all Subdivisions included on Exhibit G will become Participating Subdivisions. (ii) This minimum regional expenditure percentage is calculated using the Settling State’s initial Remediation Accounts Fund allocation and does not include any additional amounts a Settling State has directed to its Remediation Accounts Fund from its State Fund, or any other amounts directed to the fund. A Settling State may dedicate more than fifty percent (50%) of its Remediation Accounts Fund to the regional expenditure and may annually adjust the percentage of its Remediation Accounts Fund dedicated to regional expenditures as long as the percentage remains above the minimum amount.
(iii) The Settling State (A) has the authority to adjust the definition of the regions, and (B) may annually revise the percentages allocated to each region to reflect the number of General-Purpose Subdivisions in each region that are Non-Participating Subdivisions. b. Subdivision Block Grants. Certain Subdivisions shall be eligible to receive regional allocation funds in the form of block grants for future Opioid Remediation.11 A Participating Subdivision eligible for block grants is a county or parish (or in the case of States that do not have counties or parishes that function as political subdivisions, a city) that (1) does not contain a Litigating Subdivision or a Later Litigating Subdivision for which it has the authority to end the litigation through a release, bar or other action, (2) either (i) has a population of 400,000 or more or (ii) in the case of California has a population of 750,000 or more, and (3) has funded or otherwise managed an established health care or treatment infrastructure (e.g., health department or similar agency). Each Subdivision eligible to receive block grants shall be assigned its own region. c. Small States. Notwithstanding the provisions of Section V.E.2.a, Settling States with populations under four (4) million that do not have existing regions described in Section V.E.2.a shall not be required to establish regions.
However, such a Settling State that contains one (1) or more Subdivisions eligible for block grants under Section V.E.2.c shall be divided regionally so that each block-grant eligible Subdivision is a region and the remainder of the state is a region.
d. Advisory Committee. The Settling State shall designate an Opioid Settlement Remediation Advisory Committee (the “Advisory Committee”) to provide input and recommendations regarding remediation spending from that Settling State’s Remediation Accounts Fund. A Settling State may elect to use an existing advisory committee or similar entity (created outside of a State11 Future Opioid Remediation includes amounts paid to satisfy any future demand by another governmental entity to make a required reimbursement in connection with the past care and treatment of a person related to the Alleged Harms.
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31 Subdivision Agreement or Allocation Statute); provided, however, the Advisory Committee or similar entity shall meet the following requirements:
(i) Written guidelines that establish the formation and composition of the Advisory Committee, terms of service for members, contingency for removal or resignation of members, a schedule of meetings, and any other administrative details;
(ii) Composition that includes at least an equal number of local representatives as state representatives;
(iii) A process for receiving input from Subdivisions and other communities regarding how the opioid crisis is affecting their communities, their abatement needs, and proposals for abatement strategies and responses; and
(iv) A process by which Advisory Committee recommendations for expenditures for Opioid Remediation will be made to and considered by the appropriate state agencies.
3. Remediation Accounts Fund Reporting. The Settlement Fund Administrator shall track and assist in the report of remediation disbursements as agreed to between Walmart and the Enforcement Committee.
F. Nature of Payment. Walmart, the Settling States, and the Participating Subdivisions each acknowledge and agree that notwithstanding anything to the contrary in this Agreement, including, but not limited to, the scope of the Released Claims:
1. They have entered into this Agreement to avoid the delay, expense, inconvenience, and uncertainty of further litigation;
2. (a) The Settling States and Participating Subdivisions sought restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A) and 26 C.F.R. § 1.162- 21(e)(4)(i), (ii)) as damages for the Alleged Harms; (b) the Total Remediation Amount is less than or equal to the amount, in the aggregate, of the Alleged Harms allegedly suffered by the Settling States and Participating Subdivisions; and (c) the portion of the Total Remediation Amount received by each Settling State or Participating Subdivision is less than or equal to the amount of the Alleged Harms allegedly suffered by such Settling State or Participating Subdivision;
3. The payment of the Total Remediation Amount by Walmart constitutes restitution and remediation (within the meaning of 26 U.S.C. § 162(f)(2)(A) and 26 C.F.R. § 1.162-21(e)(4)(i), (ii)) for alleged damage or harm (as compensation for alleged damage or harm arising out of alleged bodily injury) allegedly caused by Walmart in order to restore, in whole or in part, the Settling States, Participating Subdivisions, and persons to the same position or condition that they would be in had the Settling States, Participating Subdivisions, and persons not suffered the Alleged Harms, and constitutes restitution and 478
32 remediation for alleged damage or harm allegedly caused by the potential violation of a law and/or is an amount paid to come into compliance with the law; and
4. For the avoidance of doubt: (a) the entire Total Remediation Amount is properly characterized as described in Section V.F, (b) no portion of the Total Remediation Amount represents reimbursement to any Settling State or Participating Subdivision or other person or entity for the fees or costs of any investigation or litigation, including without limitation attorneys’ fees, (c) no portion of the Global Settlement Amount represents the disgorgement of any allegedly ill-gotten gains, and (d) no portion of the Global Settlement Amount is paid for or in place of any fine, penalty, punitive damages, or other punitive assessments.
VI. Enforcement
A. Enforceability. This Agreement is enforceable only by the Settling States and Walmart; provided, however, that Released Entities may enforce Section X and Participating Subdivisions have the enforcement rights described in Section VI.D. Except to the extent allowed by the Injunctive Relief Terms, Settling States and Participating Subdivisions shall not have enforcement rights with respect to either the terms of this Agreement that apply only to or in other States or any Consent Judgment entered into by another Settling State. Participating Subdivisions shall not have enforcement rights against Walmart with respect to this Agreement or any Consent Judgment except that Participating Subdivisions shall have enforcement rights as set forth herein as to payments that would be allocated to the Subdivision Fund or Remediation Accounts Fund pursuant to Section V; provided, however, that each Settling State shall allow Participating Subdivisions in such Settling State to notify it of any perceived violations of this Agreement or the applicable Consent Judgment.
B. Jurisdiction. Walmart consents to the jurisdiction of the court in which the Consent Judgment is filed, limited to resolution of disputes identified in Section VI.F.2 for resolution in that court.
C. Specific Terms Dispute Resolution.
1. Any dispute that is addressed by the provisions set forth in the Injunctive Relief Terms shall be resolved as provided therein.
2. In the event that Walmart believes that the eighty-five percent (85%) requirement established in Section V.B.1 is not being satisfied, Walmart may request that Walmart and the Enforcement Committee meet and confer regarding the use of funds to implement Section V.B.1. The completion of such meet-and-confer process is a precondition to further action regarding any such dispute. Further action concerning Section V.B.1 shall (i) be limited to Walmart obtaining a reversion of its Payout Amount by no more than five percent (5%) of the difference between the actual amount of Opioid Remediation and the eighty-five percent (85%) requirement established in Section V.B.1; and (ii) only reduce payments to those Settling States and their Participating Subdivisions that are below the eighty-five percent (85%) requirement established in Section V.B.1; 479
33 provided that Walmart shall not obtain a reversion of funds restricted to future Opioid Remediation.
D. State-Subdivision Enforcement.
1. A Subdivision shall not have enforcement rights against a Settling State in which it is located with respect to this Agreement or any Consent Judgment except that a Participating Subdivision listed on Exhibit G shall have enforcement rights (a) as provided for in a State-Subdivision Agreement, Allocation Statute, or Statutory Trust with respect to intrastate allocation (b) in the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust, to address allegations that (i) the Settling State’s use of Remediation Accounts Fund monies were not used for uses similar to or in the nature of those uses contained in Exhibit E; or (ii) a Settling State failed to pay funds directly from the Remediation Accounts Fund to a Participating Subdivision eligible to receive a block grant pursuant to Section V.E.2.b.
2. A Settling State shall have enforcement rights against a Participating Subdivision located in its territory (a) as provided for in a State-Subdivision Agreement, Allocation Statute, or Statutory Trust; or (b) in the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust, to address allegations that the Participating Subdivisions’ uses of Remediation Accounts Fund monies were not used for purposes similar to or in the nature of those uses contained in Exhibit E.
3. As between Settling States and Participating Subdivisions, the above rights are contractual in nature and nothing herein is intended to limit, restrict, change or alter any other existing rights under law.
E. Subdivision Payment Enforcement. A Participating Subdivision listed on Exhibit G shall have the same right as a Settling State pursuant to Section VI.F.3.a(iv) to seek resolution regarding the failure by Walmart to make its Payout Amount.
F. Other Terms Regarding Dispute Resolution.
1. Except as provided by Section VI.C, the parties to a dispute shall promptly meet and confer in good faith to resolve any dispute. If the parties cannot resolve the dispute informally, and unless otherwise agreed in writing, they shall follow the remaining provisions of this Section VI.F to resolve the dispute.
2. Except to the extent provided by Section VI.C or Section VI.F.3, all disputes shall be resolved in either the court that entered the relevant Consent Judgment or, if no such Consent Judgment was entered, a state or territorial court with jurisdiction located wherever the seat of the relevant state government is located. a. State court proceedings shall be governed by the rules and procedures of the relevant forum.
b. For the avoidance of doubt, disputes to be resolved in state court include, but are not limited to, the following:
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34 (i) disputes concerning whether expenditures qualify as Opioid Remediation;
(ii) disputes between a Settling State and its Participating Subdivisions as provided by Section VI.D, except to the extent the StateSubdivision Agreement provides for other dispute resolution mechanisms.
For the avoidance of doubt, disputes between a Settling State and any Participating Subdivision shall not be considered National Disputes; (iii) whether this Agreement and relevant Consent Judgment are binding under state law;
(iv) the extent of the Attorney General’s or other participating entity’s authority under state law, including the extent of the authority to release claims;
(v) whether the definition of a Bar, a Case-Specific Resolution, Final Order, lead state agency as described in Section V.D.4.b, Later Litigating Subdivision, Litigating Subdivision, or Threshold Motion have been met; and
(vi) all other disputes not specifically identified in Section VI.C or Section VI.F.3.
c. Any Party may request that the National Arbitration Panel provide an interpretation of any provision of the settlement that is relevant to the state court determination, and the National Arbitration Panel shall make reasonable best efforts to supply such interpretation within the earlier of thirty (30) calendar days or the time period required by the state court proceedings. Any Party may submit that interpretation to the state court to the extent permitted by, and for such weight provided by, the state court’s rules and procedures. If requested by a Party, the National Arbitration Panel shall request that its interpretation be accepted in the form of an amicus curiae brief, and any attorneys’ fees and costs for preparing any such filing shall be paid for by the requesting Party.
3. National Disputes involving a Settling State, a Participating Subdivision that has enforcement rights pursuant to Section VI.A, and/or Walmart (together, “Participating Parties”) shall be resolved by the National Arbitration Panel. a. National Disputes are disputes that are not addressed by Section VI.C, and which are exceptions to Section VI.F.2’s presumption of resolution in state courts because they involve issues of interpretation of terms contained in this Agreement applicable to all Settling States without reference to a particular State’s law. Disputes between a Settling State and any Participating Subdivision shall not be considered National Disputes. National Disputes are limited to the following:
(i) the amount of withholding attributable to Non-Settling States;
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35 (ii) issues involving the scope and definition of Product; (iii) interpretation and application of the terms Alleged Harms,” “Covered Conduct,” “Released Entities,” and “Released Claims”; (iv) the failure by the Settlement Fund Administrator to pay the Payout Amount or the Additional Remediation Amount in a Payment Year, but for the avoidance of doubt, disputes between Walmart and a Settling State over the amounts owed only to that state that do not affect any other Settling State shall not be considered National Disputes; (v) the interpretation and application of any most-favorednation provision in Section XII.E; (vi) questions regarding the performance and/or removal of the Settlement Fund Administrator;
(vii) disputes involving liability of successor entities; (viii) disputes that require a determination of the sufficiency of participation in order to qualify for Incentive Payments A, BC or D; (ix) disputes requiring the interpretation of Agreement terms that are national in scope or impact, which shall mean disputes requiring the interpretation of Agreement terms that (i) concretely affect four (4) or more Settling States; and (ii) do not turn on unique definitions and interpretations under state law; and
(x) any dispute subject to resolution under Section VI.F.1 but for which all parties to the dispute agree to arbitration before the National Arbitration Panel under the provisions of this Section VI.F.2. b. The National Arbitration Panel shall be comprised of three (3) arbitrators. One (1) arbitrator shall be chosen by Walmart, one (1) arbitrator shall be chosen by the Enforcement Committee with due input from Participating Subdivisions listed on Exhibit G, and the third arbitrator shall be agreed upon by the first two (2) arbitrators. The membership of the National Arbitration Panel is intended to remain constant throughout the term of this Agreement, but in the event that replacements are required, the retiring arbitrator shall be replaced by the party that selected him/her.
c. The National Arbitration Panel shall make reasonable best efforts to decide all matters within one hundred eighty (180) calendar days of filing, and in no event shall it take longer than one (1) year.
d. The National Arbitration Panel shall conduct all proceedings in a reasonably streamlined process consistent with an opportunity for the parties to be heard. Issues shall be resolved without the need for live witnesses where feasible, 482
36 and with a presumption in favor of remote participation to minimize the burdens on the Participating Parties.
e. To the extent allowed under state law, a Settling State, a Participating Subdivision that has enforcement rights pursuant to Section VI.A, and (at any Participating Party’s request) the National Arbitration Panel may certify to an appropriate state court any question of state law. The National Arbitration Panel shall be bound by a final state court determination of such a certified question. The time period for the arbitration shall be tolled during the course of the certification process.
f. The arbitrators will give due deference to any authoritative interpretation of state law, including any declaratory judgment or similar relief obtained by a Settling State, a Participating Subdivision that has enforcement rights pursuant to Section VI.A, or Walmart on a state law issue. g. The decisions of the National Arbitration Panel shall be binding on Settling States, Participating Subdivisions, Walmart, and the Settlement Fund Administrator. In any proceeding before the National Arbitration Panel involving a dispute between a Settling State and Walmart whose resolution could prejudice the rights of a Participating Subdivision(s) in that Settling State, such Participating Subdivision(s) shall be allowed to file a statement of view in the proceeding. h. Nothing herein shall be construed so as to limit or otherwise restrict a State from seeking injunctive or other equitable relief in state court to protect the health, safety, or welfare of its citizens.
i. Each Participating Party shall bear its own costs in any arbitration or court proceeding arising under this Section VI. The costs for the arbitrators on the National Arbitration Panel shall be divided and paid equally by the disputing sides for each individual dispute, e.g., a dispute between Walmart and Settling States/Participating Subdivisions shall be split fifty percent (50%) by Walmart and fifty percent (50%) by the Settling States/Participating Subdivisions that are parties to the dispute; a dispute between a Settling State and a Participating Subdivision shall be split fifty percent (50%) by the Settling State that is party to the dispute and fifty percent (50%) by any Participating Subdivisions that are parties to the dispute.
4. Prior to initiating an action to enforce pursuant to this Section VI.F, the complaining Participating Party must:
a. Provide written notice to the Enforcement Committee of its complaint, including the provision of the Consent Judgment and/or Agreement that the practice appears to violate, as well as the basis for its interpretation of the disputed provision. The Enforcement Committee shall establish a reasonable process and timeline for obtaining additional information from the involved parties; provided, however, that the date the Enforcement Committee establishes for 483
37 obtaining additional information from the parties shall not be more than forty-five (45) calendar days following the notice. The Enforcement Committee may advise the involved parties of its views on the complaint and/or seek to resolve the complaint informally.
b. Wait to commence any enforcement action until thirty (30) calendar days after the date that the Enforcement Committee establishes for obtaining additional information from the involved parties.
5. If the Participating Parties to a dispute cannot agree on the proper forum for resolution of the dispute under the provisions of Section VI.F.1 or Section VI.F.2, a committee comprising the Enforcement Committee and sufficient representatives of Walmart such that the members of the Enforcement Committee have a majority of one (1) member will determine, within twenty-eight (28) calendar days of receiving notification of the dispute relating to the proper forum, the forum where the dispute will be initiated. The forum identified by such committee shall be the sole forum for resolving the issue of which forum will hear the substantive dispute, and the committee’s identification of such forum in the first instance shall not be entitled to deference by the forum selected.
G. No Effect. Nothing in this Agreement shall be interpreted to limit the Settling States’ Civil Investigative Demand (“CID”) or investigative subpoena authority, to the extent such authority exists under applicable state law and the CID or investigative subpoena is issued pursuant to such authority, and Walmart reserves all of its rights in connection with a CID or investigative subpoena issued pursuant to such authority.
VII. Participation by Subdivisions
A. Notice. Prior to the State Participation Date, the Parties shall agree on a vendor to serve as the Implementation Administrator and provide notice pursuant to this Section VII.A. No later than fifteen (15) calendar days after the State Participation Date, the Implementation Administrator shall send individual written notice (which may be delivered via e-mail or other electronic means) of the opportunity to participate in this Agreement and the requirements of participation to all Subdivisions in the Settling States that are (1) Litigating Subdivisions or (2) Non-Litigating Subdivisions listed on Exhibit G. To the extent a Special District is entitled to an allocation for a direct payment through its inclusion in Exhibit G pursuant to a State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution, the Implementation Administrator, with the cooperation of the Settling States, shall also send individual written notice (which may be delivered via e-mail or other electronic means) of the opportunity to participate in this Agreement and the requirements of participation to such Special Districts. Unless otherwise agreed by the Parties, the version of Exhibit G used for notice shall be the one in place as of the State Participation Date. Notice (which may be delivered via e-mail or other electronic means) shall also be provided simultaneously to counsel of record for Litigating Subdivisions and known counsel for Non-Litigating Subdivisions and Special Districts listed on Exhibit G. The notice will include that the deadline for becoming a Participating Subdivision is the Threshold Subdivision Participation Date. Nothing contained herein shall preclude a Settling State from providing further notice to or otherwise contacting any of its Subdivisions about becoming a Participating 484
38 Subdivision, including beginning any of the activities described in this paragraph prior to the State Participation Date.
B. Requirements for Becoming a Participating Subdivision⸺Non-Litigating Subdivisions. A Non-Litigating Subdivision in a Settling State may become a Participating Subdivision by returning an executed Subdivision Participation Agreement to the Settlement Fund Administrator (subject to Section VII.D) specifying (1) that the Subdivision agrees to the terms of this Agreement pertaining to Subdivisions, (2) that the Subdivision releases all Released Claims against all Released Entities, (3) that the Subdivision agrees to use monies it receives, if any, from the Settlement Fund pursuant to the applicable requirements of Section V; provided, however, that Non-Litigating Subdivisions may only use monies originating from the Settlement Fund for purposes that qualify as Opioid Remediation, and (4) that the Subdivision submits to the jurisdiction of the court where the relevant state seat of government is located for purposes limited to that court’s role under this Agreement. The required Participation Agreement is attached as Exhibit K.
C. Requirements for Becoming a Participating Subdivision⸺Litigating Subdivisions/Later Litigating Subdivisions. A Litigating Subdivision or Later Litigating Subdivision in a Settling State may become a Participating Subdivision by returning an executed Subdivision Participation Agreement to the Settlement Fund Administrator (subject to Section VII.D) and upon prompt dismissal with prejudice of its lawsuit following the Threshold Subdivision Participation Date or the date on which the conditions for effectiveness in Section II.C have been met, whichever is later. A Settling State may require each Litigating Subdivision in that State to specify on the Participation Agreement whether its counsel has waived any contingency fee contract with that Participating Subdivision and whether, if eligible, it intends to seek fees pursuant to Exhibit R. The Settlement Fund Administrator shall provide quarterly reports of this information to the parties organized by Settling State. A Litigating Subdivision or Later Litigating Subdivision may not become a Participating Subdivision after the completion of opening statements in a trial of the lawsuit it brought that includes a Released Claim against a Released Entity. For avoidance of doubt, where a subdivision official other than a General-Purpose Government has filed a lawsuit that includes a Released Claim against a Released Entity in a direct, parens patriae, or any other capacity, that Subdivision may become a Participating Subdivision only if, in addition to the other requirements of this Section VII.C, the lawsuit filed by the subdivision official has also been dismissed with prejudice.
D. All Subdivision Participation Agreements returned to the Settlement Fund Administrator prior to the Effective Date (if any) shall be held by the Settlement Fund Administrator until the Effective Date, at which time the obligations created by such forms and releases in them become effective. If, for any reason, the Settlement Agreement does not become effective, all obligations created by such forms and releases in them shall be void ab initio and all Settlement Participation Forms shall be returned to Counsel for Litigating Subdivisions or to the Subdivisions not represented by counsel or destroyed to the extent that such destruction is not prohibited by then-existing document preservation obligations.
E. Ineligible Subdivisions. Subdivisions in Non-Settling States and Prior Litigating Subdivisions are not eligible to be Participating Subdivisions. 485
39 F. Non-Participating Subdivisions. Non-Participating Subdivisions shall not directly receive any portion of any Payout Amount, including from the State Fund and direct distributions from the Remediation Accounts Fund; however, a Settling State may choose to fund future Opioid Remediation that indirectly benefits Non-Participating Subdivisions.
G. Unpaid Allocations to Non-Participating Subdivisions. Any payments allocated pursuant to Section V.D to a Non-Participating Subdivision that cannot be paid pursuant to this Section VII will either be allocated to the Settlement Fund for the Settling State in which the NonParticipating Subdivision is located, unless those payments are redirected elsewhere by a StateSubdivision Agreement or by a Statutory Trust, or be refunded to Walmart, if such funds may no longer be earned by the applicable Settling State pursuant to Section IV.C.1.
VIII. Additional Remediation
A. Additional Remediation Amount. Pursuant to the maximum payment amounts set forth in Exhibit M and subject to the reduction specified in Section VIII.B, Walmart shall pay an Additional Remediation Amount to the Settling States.
B. Reduction of Additional Remediation Amount. The amounts owed by Walmart pursuant to this Section VIII shall be reduced by the allocations set forth on Exhibit N for any Non-Settling States.
C. Use of Funds. All funds paid as an Additional Remediation Amount shall be part of the Total Remediation Amount, shall be used for Opioid Remediation, except as allowed by Section V.B.2, and shall be governed by the same requirements as specified in Section V.F. Such funds shall be disbursed by the Settlement Fund Administrator to the relevant Settling States as allocated by Exhibit N as part of the first payment in Payment Year 1.
D. For the avoidance of doubt, (1) notwithstanding anything to the contrary in Section VIII.C, but subject to the limitation in the second sentence of Section V.B.1 and the identification and reporting requirements in Section V.B.2, a Settling State that retained outside counsel in connection with the investigation of one or more Chain Pharmacies, as that term is defined in Exhibit S, that receives an Additional Remediation Amount because the Settling State was not otherwise eligible to receive funds from the State Outside Counsel Fee Fund may choose to have the Additional Remediation Amount designated to pay the Settling State’s outside counsel, and may instruct the Settlement Fund Administrator to pay those funds directly to the Settling State’s outside counsel, and (2) Additional Remediation Amount funds, including funds designated by a Settling State to pay its outside counsel under this paragraph, shall not be subject to allocation as provided in Sections V.C through V.E.
IX. Plaintiffs’ Attorneys’ Fees and Costs
The Agreement on Attorneys’ Fees, Costs, and Expenses is set forth in Exhibit R and incorporated herein by reference. The Agreement on the State Outside Counsel Fee Fund and Agreement on the Joint State Cost Fund are set forth in Exhibit S and Exhibit T, respectively, and are incorporated herein by reference.
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40 X. Release
A. Scope. As of the Threshold Subdivision Participation Date, the Released Entities are hereby released and forever discharged from all of the Releasors’ Released Claims. Each Settling State (for itself and its Releasors) and Participating Subdivision (for itself and its Releasors) 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 Claim against any Released Entity in any forum whatsoever.
The releases provided for in this Agreement are broad, shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to any Released Claim, and extend to the full extent of the power of each Settling State and its Attorney General to release claims. This Agreement shall be a complete bar to any Released Claim.
B. Claim-Over and Non-Party Settlement.
1. It is the intent of the Parties that:
a. Released Entities should not seek contribution or indemnification (other than pursuant to an insurance contract), from other parties for their payment obligations under this Agreement;
b. the payments made under this Agreement shall be the sole payments made by the Released Entities to the Releasors involving, arising out of, or related to Alleged Harms and/or Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity);
c. Claims by Releasors against non-Parties shall not result in additional payments by Released Entities, whether through contribution, indemnification or any other means; and
d. the Agreement meets the requirements of the Uniform Contribution Among Joint Tortfeasors Act and any similar state law or doctrine that reduces or discharges a released party’s liability to any other parties.
The provisions of this Section X.B are to be implemented consistent with these principles.
This Agreement and the releases and dismissals provided for herein are made in good faith.
2. No Released Entity shall seek to recover for amounts paid under this Agreement based on indemnification, contribution, or any other theory from a manufacturer, pharmacy, hospital, pharmacy benefit manager, health insurer, third-party vendor, trade association, distributor, or health care practitioner; provided that a Released Entity shall be relieved of this prohibition with respect to any entity that asserts a ClaimOver against it. For the avoidance of doubt, nothing herein shall prohibit a Released Entity from recovering amounts owed pursuant to insurance contracts.
3. If any Releasor enters into a Non-Party Settlement on or after the Effective Date, including in any bankruptcy case or through any plan of reorganization (whether individually or as a class of creditors), the Releasor will include (or in the case of a Non487 41 Party Settlement made in connection with a bankruptcy case, will cause the debtor to include), unless prohibited from doing so under applicable law, in the Non-Party Settlement a prohibition on contribution or indemnity of any kind substantially equivalent to that required from Walmart in Section X.B.2, or a release from such Non-Released Entity in favor of the Released Entities (in a form equivalent to the releases contained in this Agreement) of any Claim-Over. The obligation to obtain the prohibition and/or release required by this subsection is a material term of this Agreement.
4. If any Releasor obtains a judgment with respect to a Non-Party Covered Conduct Claim against a Non-Released Entity that does not contain the prohibition described in Section X.B.3, or any Releasor files a Non-Party Covered Conduct Claim against a Non-Released Entity in bankruptcy or a Releasor is prevented for any reason from obtaining a prohibition/release in a Non-Party Settlement as provided in Section X.B.3, and such Non-Released Entity asserts a Claim-Over against a Released Entity, the Released Entity shall be relieved of the prohibition in Section X.B.2 with respect to that NonReleased Entity and that Releasor and Walmart shall take the following actions to ensure that the Released Entities do not pay more with respect to Alleged Harms and/or Covered Conduct to Releasors or to Non-Released Entities than the amounts owed under this Settlement Agreement by Walmart:
a. Walmart shall notify that Releasor of the Claim-Over within sixty (60) calendar days of the assertion of the Claim-Over or sixty (60) calendar days of the Effective Date of this Agreement, whichever is later; b. Walmart and that Releasor shall meet and confer concerning the means to hold Released Entities harmless and ensure that they are not required to pay more with respect to Alleged Harms and/or Covered Conduct than the amounts owed by Walmart under this Agreement;
c. That Releasor and Walmart shall take steps sufficient and permissible under the law of the State of the Releasor to hold Released Entities harmless from the Claim-Over and ensure Released Entities are not required to pay more with respect to Alleged Harms and/or Covered Conduct than the amounts owed by Walmart under this Agreement. Such steps may include, where permissible:
(i) Filing of motions to dismiss or such other appropriate motion by Walmart or Released Entities, and supported by Releasors, in response to any claim filed in litigation or arbitration; (ii) Reduction of that Releasors’ Claim and any judgment it has obtained or may obtain against such Non-Released Entity by whatever amount is necessary to extinguish such Claim-Over under applicable law, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity;
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42 (iii) Placement into escrow of funds paid by the Non-Released Entities such that those funds are available to satisfy the Claim-Over; (iv) Return of monies paid by Walmart to that Releasor under this Agreement to permit satisfaction of a judgment against or settlement with the Non-Released Entity to satisfy the Claim-Over; (v) Payment of monies to Walmart by that Releasor to ensure Walmart is held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity;
(vi) Credit to Walmart under this Agreement to reduce the overall amounts to be paid under the Agreement such that it is held harmless from the Claim-Over; and
(vii) Such other actions as that Releasor and Walmart may devise to hold Walmart harmless from the Claim-Over.
d. The actions of that Releasor and Walmart taken pursuant to clause (c) above must, in combination, ensure Walmart is not required to pay more with respect to Alleged Harms and/or Covered Conduct than the amounts owed by Walmart under this Agreement.
e. In the event of any dispute over the sufficiency of the actions taken pursuant to clause (c) above, Releasor and Walmart may seek review by the National Arbitration Panel, or, upon consent of the parties to the dispute, by the state court where the relevant Consent Judgment was filed. The National Arbitration Panel shall have authority to order a remedy, including one or more of the actions specified in clause (c), sufficient to hold Released Entities fully harmless. In the event that the Panel’s actions do not result in Released Entities being held fully harmless, Walmart shall have a claim for breach of this Agreement by Releasors, with the remedy being payment of sufficient funds to hold Walmart harmless from the Claim-Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Walmart may have.
5. To the extent that the Claim-Over is based on a contractual indemnity, the obligations under Section X.B.4 shall extend solely to a Non-Party Covered Conduct Claim against a pharmacy, distributor, clinic, hospital or other purchaser or dispenser of Products, a manufacturer that sold Products, a consultant, and/or a pharmacy benefit manager or other third-party payor. Walmart shall notify the Settling States, to the extent permitted by applicable law, in the event that any of these types of Non-Released Entity asserts a ClaimOver arising out of contractual indemnity against it.
C. Indemnification and Contribution Prohibited. No Released Entity shall seek to recover for amounts paid under this Agreement based on indemnification, contribution, or any other theory, from a manufacturer, pharmacy, hospital, pharmacy benefit manager, health insurer, third-party vendor, trade association, distributor, or health care practitioner; provided that a 489
43 Released Entity shall be relieved of this prohibition with respect to any entity that asserts a ClaimOver against it. For the avoidance of doubt, nothing herein shall prohibit a Released Entity from recovering amounts owed pursuant to insurance contracts. For the avoidance of doubt, nothing herein shall prohibit a Released Entity from recovering amounts owed pursuant to insurance contracts.
D. General Release. In connection with the releases provided for in this Agreement, each Settling State (for itself and its Releasors) and Participating Subdivision (for itself and its Releasors) 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 and 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 Settling State (for itself and its Releasors) and Participating Subdivision (for itself and its Releasors) 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 even if Releasors do not know or suspect such claims to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and even if knowledge of the existence of such claims would materially affect the Settling States’ decision to enter into this Agreement or the Participating Subdivisions’ decision to participate in this Agreement.
E. Assigned Interest Waiver. To the extent that any Settling State has any direct or indirect interest in any rights of a third-party that is a debtor under the Bankruptcy Code as a result of a claim arising out of Covered Conduct or Alleged Harms by way of assignment or otherwise, including as a result of being the beneficiary of a trust or other distribution entity, to assert claims against Walmart (whether derivatively or otherwise), under any legal or equitable theory, including for indemnification, contribution, or subrogation, such Settling State waives the right to assert any such claim, or to receive a distribution or any benefit on account of such claim and such claim, distribution, or benefit shall be deemed assigned to Walmart.
F. Res Judicata. Nothing in this Agreement shall be deemed to reduce the scope of the res judicata or claim preclusive effect that the settlement memorialized in this Agreement, and/or any Consent Judgment or other judgment entered on this Agreement, gives rise to under applicable law.
G. Representation and Warranty. The signatories hereto on behalf of their respective Settling States expressly represent and warrant that they have (or will obtain no later than the Threshold Subdivision Participation Date) the authority to settle and release, to the maximum extent of the State’s power, all Released Claims of (1) their respective Settling States, (2) all past 490
44 and present executive departments, state agencies, divisions, boards, commissions and instrumentalities with the regulatory authority to enforce state and federal controlled substances acts, and (3) any of their respective Settling State’s past and present executive departments, agencies, divisions, boards, commissions and instrumentalities that have the authority to bring Claims related to Alleged Harms and/or Covered Conduct seeking money (including abatement and/or remediation) or revocation of a pharmaceutical distribution or dispensing license. For the purposes of clause (3) above, executive departments, agencies, divisions, boards, commissions, and instrumentalities are those that are under the executive authority or direct control of the State’s Governor. Also for the purposes of clause (3), a release from a State’s Governor, to be materially similar to that in Exhibit X, is sufficient to demonstrate that the appropriate releases have been obtained.
H. Effectiveness. The releases set forth in this Agreement shall not be impacted in any way by any dispute that exists, has existed, or may later exist between or among the Releasors.
Nor shall such releases be impacted in any way by any current or future law, regulation, ordinance, or court or agency order limiting, seizing, or controlling the distribution or use of the Settlement Fund or any portion thereof, or by the enactment of future laws, or by any seizure of the Settlement Fund or any portion thereof.
I. Cooperation. Settling States will meet and confer with Walmart and simultaneously make reasonable efforts to resolve any action filed by a Subdivision involving any Covered Conduct, Alleged Harms, or a Product that remains pending against Walmart after the First Subdivision Participation Date or that is filed by a Subdivision against Walmart after November 14, 2022. Releasors (i) will not encourage any person or entity to bring or maintain any Released Claim against any Released Entity and (ii) will reasonably cooperate with and not oppose any effort by a Released Entity to secure the prompt dismissal of any and all Released Claims.
J. Non-Released Claims. Notwithstanding the foregoing or anything in the definition of Released Claims, this Agreement does not waive, release or limit any criminal liability, Claims for liability under tax law, Claims under securities law by a State Releasor as investor, Claims against parties who are not Released Entities, Claims by private individuals, and any Claims arising under this Agreement for enforcement of this Agreement.
XI. Later Litigating Subdivisions; Non-Settling States
A. Released Claims against Released Entities. If a Later Litigating Subdivision in a Settling State maintains a lawsuit for a Released Claim against a Released Entity after the Effective Date, the Released Entity shall take ordinary and reasonable measures to defend the action, including filing a Threshold Motion with respect to the Released Claim. The Released Entity shall further notify the Settling State and Settlement Fund Administrator immediately upon notice of a Later Litigating Subdivision bringing a lawsuit for a Released Claim and shall not oppose a Settling State’s submission in support of the Threshold Motion. Walmart shall give the relevant Settling State a reasonable opportunity to extinguish the Released Claims without any payment or any other obligations being imposed upon any Released Entities (apart from the Global Settlement Amount payable by Walmart under the Agreement or the Injunctive Relief Terms incurred by it).
The relevant Settling State and Walmart shall confer and use reasonable efforts to promptly resolve 491
45 the lawsuit so that it is dismissed with prejudice. Nothing in this subsection creates an obligation for a Settling State to make a monetary payment or incur any other obligation to an entity filing a lawsuit.
B. Non-Settling States. Non-Settling States shall not be eligible for any payments or have any rights in connection with this Agreement.
C. Settlement Class Resolution Opt Outs. If a Settling State is eligible for Incentive Payment A on the basis of a Settlement Class Resolution, and a Primary Subdivision that opted out of the Settlement Class Resolution maintains a lawsuit asserting a Released Claim against a Released Entity, the Released Entity shall take ordinary and reasonable measures to defend the action, including filing a Threshold Motion with respect to the Released Claim. The Settling State shall seek to obtain either dismissal of the lawsuit in cooperation with Walmart, or a release of the Primary Subdivision’s claims.
D. Revoked Bar, Settlement Class Resolution, or Case-Specific Resolution. If a Settling State received any Payout Amounts that included any incentive payments earned as a result of the existence of a Bar, Settlement Class Resolution, or Case-Specific Resolution in a Settling State, and there is subsequently a Revocation Event with respect to that Bar, Settlement Class Resolution, or Case-Specific Resolution after the determination of the amount of such Payout Amount, that Settling State shall seek to obtain a release of the claims impacted by the Revocation Event, including but not limited to defending the legality of the Bar, obtaining a dismissal of the claims made against the Released Entity, and obtaining releases from impacted Subdivisions.
XII. Miscellaneous
A. Population of General-Purpose Governments. The population figures for GeneralPurpose Governments shall be the published U.S. Census Bureau’s population estimates for July 1, 2019, released May 2020. These population figures shall remain unchanged during the term of this Agreement.12
B. Population of Special Districts. For any purpose in this Agreement in which the population of a Special District is used other than Section IV.E.1.a and Section IV.E.3.b: (a) School Districts’ populations will be measured by the number of students enrolled who are eligible under the Individuals with Disabilities Education Act (“IDEA”) or Section 504 of the Rehabilitation Act of 1973; (b) Health Districts’ and Hospital Districts’ populations will be measured at twenty-five percent (25%) of discharges; and (c) all other Special Districts’ (including fire districts’ and library districts’) populations will be measured at ten percent (10%) of the population served. For the avoidance of doubt, this means that California healthcare districts will be measured at ten percent (10%) of their membership. Walmart and the Enforcement Committee shall meet and confer in order to agree on data sources for purposes of this Section XII.B prior to the State Participation Date.
12 The estimates for counties and parishes were accessed at https://www.census.gov/data/datasets/timeseries/demo/popest/2010s-countiestotal.html. The estimates for cities and towns can currently be found at https://www.census.gov/data/datasets/time-series/demo/popest/2010s-total-cities-and-towns.html. 492
46 C. Population Associated with Sheriffs. For any purpose in this Agreement in which the population associated with a lawsuit by a sheriff is used, the population will be measured at twenty percent (20%) of the capacity of the jail(s) operated by the sheriff.
D. No Admission. The Parties intend the settlement as described herein to be a final and complete resolution of all disputes between Walmart and all Releasors. Walmart is entering into this Agreement solely for the purposes of settlement, to resolve all Actions and Released Claims and thereby avoid significant expense, inconvenience and uncertainty. Walmart denies the allegations in the Actions and denies any civil or criminal liability in the Actions. Nothing contained herein may be taken as or deemed to be an admission or concession by Walmart of: (i) any violation of any law, regulation, or ordinance; (ii) any fault, liability, or wrongdoing; (iii) the strength or weakness of any Claim or defense or allegation made in any Action, or in any other past, present or future proceeding relating to any Covered Conduct, Alleged Harms, or any Product; (iv) the legal viability of the Claims and theories in any Action, including but not limited to the legal viability of the relief sought; or (v) any other matter of fact or law. Nothing in this Agreement shall be construed or used to prohibit any Released Entity from engaging in the conduct of its business relating to any Product in accordance with the Injunctive Relief Terms and applicable laws and regulations.
E. Most-Favored-Nation Provision.
1. If, after the Effective Date, Walmart enters into any settlement agreement with any Non-Settling State that resolves Claims similar in scope to the Claims released by a Settling State under this Agreement on overall payment terms that are more favorable to such Non-Settling State than the overall payment terms of the Agreement (after due consideration of relevant differences in population or other appropriate factors), then the Settling States may elect to seek review, pursuant to Section XII.E.3, of the overall payment terms of this Agreement and the Non-Settling State agreement so that such Settling State(s) may obtain, with respect to Walmart, overall payment terms at least as favorable as those obtained by such Non-Settling State. “Overall payment terms” refers to consideration of all payment terms of the two agreements, taken together, including, but not limited to the amounts of payments, the timing of payments, and conditions or contingencies on payments.
2. For any settlement with a Non-Settling State involving Released Claims that is entered into after the Effective Date, Walmart shall provide the Enforcement Committee with a copy of the settlement agreement or relevant consent judgment within thirty (30) calendar days of the consummation of such settlement. The Enforcement Committee will promptly distribute such copy to all Settling States.
3. In the event that one or more Settling State(s) believes that the overall payment terms of an agreement by Walmart with a Non-Settling State are more favorable to the Non-Settling State, based on the totality of the considerations set forth in Section XII.E.1, the Settling State(s) and Walmart shall engage in the following process:
a. The Settling State(s) shall provide notice, within sixty (60) calendar days of the date on which the Enforcement Committee provides a settlement 493
47 agreement or consent judgment to Walmart of their intent to seek revision of this Agreement to provide payment terms that are, on an overall basis, as favorable as those obtained by the Non-Settling State. To the extent allowed by law, such notice shall be confidential and not disclosed publicly and shall provide, in detail, the basis for the State’s belief that it is entitled to a revision of the Agreement. b. Walmart shall, within thirty (30) calendar days, provide a response to the Settling State(s), explaining its position, in detail, as to whether is the Settling State(s) are entitled to more favorable overall payment terms than those provided for in this Agreement.
c. In the event the Settling State(s) and Walmart do not reach agreement as to the application of Section XII.E.1, the Settling State(s) may petition the National Arbitration Panel to seek a ruling from the Panel as to the applicability of Section XII.E.1, provided that the Settling State(s) may seek such review only if at least five (5) Settling States co-sign the petition. The Panel shall consider submissions and argument by the parties pursuant to the procedures set forth in Section VI.F.3.
d. The Settling State and Walmart shall be bound by the determination of the National Arbitration Panel.
4. This Section XII.E does not apply to, and there is no ability of any Settling State to seek or obtain revision of this Agreement based on, any Non-Settling State agreement with Walmart that is entered into with: (a) a Non-Settling State after a date ninety (90) calendar days prior to the scheduled start date of a trial between Walmart and the Non-Settling State or any severed or bifurcated portion thereof, provided that, where, in order to complete a settlement, a Non-Settling State and Walmart jointly request an adjournment of the scheduled start date of a trial within ninety (90) days of that date, this exception will apply as if the trial date had not been adjourned; (b) a Non-Settling State that previously litigated to judgment a case related to opioids against any manufacturer, distributor, or pharmacy; or (c) a Non-Settling State that has obtained any court order or judicial determination that grants judgment (in whole or in part) against Walmart. For avoidance of doubt, the National Arbitration Panel shall have no power to review agreements described in this paragraph.
5. This Section XII.E does not apply to, and there is no ability of any Settling State to seek or obtain revision of this Agreement based on, any agreement between Walmart and Non-Participating Subdivisions.
6. This Section XII.E will not apply to any agreement entered into more than eighteen (18) months after the Effective Date.
F. Tax Cooperation and Reporting.
1. Upon request by Walmart, the Settling States and Participating Subdivisions agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for Walmart to establish the statements set forth in Section 494
48 V.F to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance.
2. Without limiting the generality of Section XII.F.1, each Settling State and Participating Subdivision shall cooperate in good faith with Walmart with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement.
3. The Designated State, on behalf of all Settling States and Participating Subdivisions, shall designate one of its officers or employees to act as the “appropriate official” within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the “Appropriate Official”). The Designated State shall direct and ensure that the Appropriate Official timely (a) files (i) at the time this Agreement becomes binding on the Parties, an IRS Form 1098-F in the form attached as Exhibit U with respect to Walmart and (ii) any legally required returns or amended returns with any applicable governmental authority, or any returns requested by Walmart, and (b) provides to Walmart a copy of (i) the IRS Form 1098-F filed with respect to Walmart and (ii) any legally required written statement pursuant to any applicable law and any other document referred to in clause (a)(ii) above.
Any such form, return, or statement shall be prepared and filed in a manner fully consistent with Section V.F.
4. Any return, amended return, or written statement filed or provided pursuant to Section XII.F.3, and any similar document, shall be prepared and filed in a manner consistent with reporting the Global Settlement Amount as the “Total amount to be paid” pursuant to this Agreement in Box 1 of IRS Form 1098-F and the Total Remediation Amount as “Restitution/remediation amount” in Box 2 of IRS Form 1098-F, as reflected in the attached Exhibit U. If the Designated State or Appropriate Official shall be required to file any return, amended return, or written statement contemplated by this Section XII.F other than an IRS Form 1098-F in the form attached as Exhibit U, the Designated State shall direct and ensure that the Appropriate Official provides to Walmart a draft of such return, amended return, or written statement no later than sixty (60) calendar days prior to the due date thereof, and shall accept any reasonable revisions from Walmart on the return, amended return, or written statement.
5. For the avoidance of doubt, neither Walmart nor the Settling States and Participating Subdivisions make any warranty or representation to any Settling State, Participating Subdivision, or Releasor as to the tax consequences of the payment of the Total Remediation Amount (or any portion thereof).
G. No Third-Party Beneficiaries. Except as expressly provided in this Agreement, no portion of this Agreement shall provide any rights to, or be enforceable by, any person or entity that is not a Settling State or Released Entity. No Settling State may assign or otherwise convey any right to enforce any provision of this Agreement.
495
49 H. Calculation. Any figure or percentage referred to in this Agreement shall be carried to seven decimal places.
I. Construction. None of the Parties and no Participating Subdivision shall be considered to be the drafter of this Agreement or of any of its provisions for the purpose of any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter of this Agreement. The headings of the provisions of this Agreement are not binding and are for reference only and do not affect the meaning of this Agreement.
J. Cooperation. Each Party and each Participating Subdivision agrees to use reasonable efforts and to cooperate with the other Parties and Participating Subdivisions to cause this Agreement and Consent Judgments to become effective, to obtain all necessary approvals, consents and authorizations, if any, and to execute all documents and to take such other action as may be appropriate in connection herewith. Consistent with the foregoing, each Party and each Participating Subdivision agrees that it will not directly or indirectly assist or encourage any challenge to this Agreement or any Consent Judgment by any other person, and will support the integrity and enforcement of the terms of this Agreement and the Consent Judgments.
K. Entire Agreement. This Agreement, including its exhibits and any other attachments, embodies the entire agreement and understanding between and among the Parties and Participating Subdivisions relating to the subject matter hereof and supersedes (1) all prior agreements and understandings relating to such subject matter, whether written or oral and (2) all purportedly contemporaneous oral agreements and understandings relating to such subject matter.
L. Execution. This Agreement may be executed in counterparts and by different signatories on separate counterparts, each of which shall be deemed an original, but all of which shall together be one and the same Agreement. One or more counterparts of this Agreement may be delivered by facsimile or electronic transmission with the intent that it or they shall constitute an original counterpart hereof. One or more counterparts of this Agreement may be signed by electronic signature.
M. Good Faith and Voluntary Entry. Each Party warrants and represents that it negotiated the terms of this Agreement in good faith. Each of the Parties and Participating Subdivisions warrants and represents that it freely and voluntarily entered into this Agreement without any degree of duress or compulsion. The Parties and Participating Subdivisions state that no promise of any kind or nature whatsoever (other than the written terms of this Agreement) was made to them to induce them to enter into this Agreement.
N. Legal Obligations. Nothing in this Agreement shall relieve Walmart of the obligation to comply with all state and federal laws, regulations or rules, nor does any provision herein permit any acts or practices prohibited by such laws, regulations, or rules. Except with respect to the Injunctive Relief Terms, in the event of a conflict between this Agreement and any requirement or requirements of federal, state, or local laws, such that Walmart cannot comply with this Agreement without violating such a requirement or requirements, Walmart shall document such conflicts and notify the Attorney(s) General of the relevant Settling State(s) that it intends to comply with the requirement or requirements to the extent necessary to eliminate the conflict. 496
50 With respect to the Injunctive Relief Terms, in the event of such a conflict, the procedures set forth in Exhibit P at § I(4)(c) of the Injunctive Relief Terms will be followed.
O. No Prevailing Party. The Parties and Participating Subdivisions each agree that they are not the prevailing party in this action, for purposes of any claim for fees, costs, or expenses as prevailing parties arising under common law or under the terms of any statute, because the Parties and Participating Subdivisions have reached a good faith settlement. The Parties and Participating Subdivisions each further waive any right to challenge or contest the validity of this Agreement on any ground, including, without limitation, that any term is unconstitutional or is preempted by, or in conflict with, any current or future law. Nothing in the previous sentence shall modify, or be construed to conflict with, Section XII.N.
P. Non-Admissibility. Neither this Agreement nor any act performed or document executed pursuant to or in furtherance of this Agreement: (i) is or may be deemed to be or may be used as an admission or evidence relating to any matter of fact or law alleged in the Actions, the strength or weakness of any Claim or defense or allegation made in those cases, or any wrongdoing, fault, or liability of any Released Entities; or (ii) is or may be deemed to be or may be used as an admission or evidence relating to any liability, fault or omission of Released Entities in any civil, criminal or administrative proceeding in any court, administrative agency or other tribunal. Neither this Agreement nor any act performed or document executed pursuant to or in furtherance of this Agreement shall be admissible in any proceeding for any purpose, except to enforce the terms of this Agreement, and except that Released Entities may file or use this Agreement in any action (1) involving a determination regarding insurance coverage; (2) involving a determination of the taxable income or tax liability of any Released Entities; (3) to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good-faith settlement, judgment bar or reduction or on any other theory of claim preclusion or issue preclusion or similar defense or counterclaim; (4) to support a Claim for contribution and/or indemnification; or (5) to support any other argument or defense by a Released Entities that the Remediation Payment provides a measure of compensation for Alleged Harms or otherwise satisfy the relief sought.
Q. Notices. All notices or other communications under this Agreement shall be in writing (including, but not limited to, electronic communications) and shall be given to the recipients indicated below:
For the Attorney(s) General:
Josh Stein, Attorney General
North Carolina Department of Justice
Attn: Daniel Mosteller, Deputy General Counsel
PO Box 629
Raleigh, NC 27602
[email protected]
Dave Yost, Attorney General
Ohio Attorney’s General Office
Attn: Jonathan Blanton, First Assistant Attorney General 497
51 30 East Broad Street
Columbus, OH 43215
[email protected]
Letitia James, Attorney General
New York State Office of the Attorney General
Attn: Jennifer Levy, First Deputy Attorney General
28 Liberty Street
New York, NY 10005
[email protected]
For the Plaintiffs’ Executive Committee:
Paul T. Farrell, Jr.
Farrell & Fuller, LLP
270 Munoz Rivera Ave., Suite 201
San Juan, Puerto Rico 00918
[email protected]
Jayne Conroy
Simmons Hanly Conroy LLC
112 Madison Avenue, 7th Floor
New York, NY 10016-7416
[email protected]
Joseph F. Rice
Motley Rice LLC
28 Bridgeside Blvd.
Mount Pleasant, SC 29464
[email protected]
For Walmart:
Karen Roberts
Executive Vice President and General Counsel
Walmart, Inc.
702 S.W. 8th Street
Bentonville, AR 72716
[email protected]
Notices to Walmart’s attorneys shall be delivered to:
David W. Ogden
Charles C. Speth
Wilmer Cutler Pickering Hale and Dorr LLP
1875 Pennsylvania Avenue, NW
Washington, DC 20006
498
52 [email protected]
[email protected]
Brian K. Mahanna
Wilmer Cutler Pickering Hale and Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
[email protected]
Any Party or the Plaintiffs’ Executive Committee may change or add the contact information of the persons designated to receive notice on its behalf by notice given (effective upon the giving of such notice) as provided in this Section XII.Q.
R. No Waiver. The waiver of any rights conferred hereunder shall be effective only if made by written instrument executed by the waiving Party or Parties. The waiver by any Party of any breach of this Agreement shall not be deemed to be or construed as a waiver of any other breach, whether prior, subsequent, or contemporaneous, nor shall such waiver be deemed to be or construed as a waiver by any other Party.
S. Severability. In the event any one or more immaterial provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.
T. Preservation of Privilege. Nothing contained in this Agreement or any Consent Judgment, and no act required to be performed pursuant to this Agreement or any Consent Judgment, is intended to constitute, cause, or effect any waiver (in whole or in part) of any attorney-client privilege, work product protection, or common interest/joint defense privilege, and each Party and Participating Subdivision agrees that it shall not make or cause to be made in any forum any assertion to the contrary.
U. Successors.
1. This Agreement shall be binding upon, and inure to the benefit of, Walmart and its respective successors and assigns.
2. Walmart shall not sell the majority of its voting stock or substantially all its assets without obtaining the acquiror’s agreement that it will constitute a successor with respect to Walmart’s obligations under this Agreement.
3. Walmart shall not in one (1) transaction, or a series of related transactions, sell, or transfer assets (other than sales or transfers of inventories, or sales or transfers to an entity owed directly or indirectly by Walmart) having a fair market value equal to twenty-five percent (25%) or more of the consolidated assets of Walmart where the sale or transfer transaction is announced after the Effective Date, is not for fair consideration, and would foreseeably and unreasonably jeopardize Walmart’s ability to make the payments under this Agreement that are due on or before the third Payment Date following the close 499
53 of a sale or transfer transaction. The above restriction shall not apply if Walmart obtains the acquiror’s agreement that it will be either a guarantor of or successor to the percentage of Walmart’s remaining payment obligations under this Agreement equal to the percentage of Walmart’s consolidated assets being sold or transferred in such transaction. Percentages under this section shall be determined in accordance with the United States generally accepted accounting principles and as of the date of Walmart’s most recent publicly filed consolidated balance sheet prior to the date of entry into the sale or transfer agreement at issue. This Section XII.U.3 shall be enforceable solely by the Enforcement Committee, and any objection under this Section XII.U.3 not raised within twenty (20) calendar days from the date that Walmart transmits notice of the transaction to the Enforcement Committee is waived. Any dispute under this Section XII.U.3 shall be a National Dispute as described in Section VI.F.3 and must be raised exclusively with the National Arbitration Panel as described therein within twenty (20) calendar days of the announcement, and the sole remedy shall be an order enjoining the transaction.
4. The restrictions set forth in Sections XII.U.2-3 shall expire sixty (60) days after Walmart satisfies the payment terms in Section IV.B.
V. Waiver. Walmart, for good and valuable consideration the receipt of which is acknowledged, hereby (a) waives, foregoes and relinquishes all rights to utilize and/or seek relief under any of the following laws of the State of Texas for the restructuring of its debts or liabilities related to Released Claims, Claims that would have been Released Claims if they had been brought by a Releasor against a Released Entity before the Effective Date, or this Agreement: Tex. Bus.
Orgs. Code § 10.003 (Contents of Plan of Merger: More Than One Successor) or any other statute of Subchapter A of Chapter 10 of Tex. Bus. Orgs. Code to the extent such statute relates to multisuccessor mergers (and/or any other similar laws or statutes in any other state or territory); Tex.
Bus. Orgs. Code §§ 11.01–11.414 (Winding Up and Termination of Domestic Entity); or Tex. Bus. & Com. Code §§ 23.01–23.33 (Assignments for the Benefit of Creditors) (collectively, the “Texas Statutes”), and (b) agrees, warrants and represents that it will not file, request or petition for relief under the Texas Statutes related to its debts or liabilities related to Released Claims, Claims that would have been Released Claims if they had been brought by a Releasor against a Released Entity before the Effective Date, or this Agreement, in each case until ninety (90) days after Walmart satisfies the payment terms in Section IV.B. The foregoing waiver and relinquishment includes, without limitation, until ninety (90) days after Walmart satisfies the payment terms in Section IV.B, Walmart’s rights to execute a divisional merger or equivalent transaction or restructuring related to its debts or liabilities related to Released Claims, Claims that would have been Released Claims if they had been brought by a Releasor against a Released Entity before the Effective Date, or this Agreement that in each case has the intent or foreseeable effect of (i) separating material assets from material liabilities and (ii) assigning or allocating all or a substantial portion of those liabilities to any subsidiary or affiliate that files for relief under chapter 11 of the Bankruptcy Code, or pursuant to which such subsidiary or affiliate that files for relief under chapter 11 of the Bankruptcy Code would be assuming or retaining all or a substantial portion of those liabilities.
W. Modification, Amendment, Alteration. In the event the Plaintiffs’ Executive Committee, the Executive Committee of the State Attorneys General, or Walmart concludes prior to December 1, 2022 that technical corrections are required to this Agreement, the Plaintiffs’ Executive Committee, the Executive Committee of the State Attorneys General, and Walmart shall 500
54 meet and confer and make such amendments as they agree are appropriate. Except as otherwise provided in this Agreement, after the State Participation Date, any modification, amendment, or alteration of this Agreement by the Parties shall be binding only if evidenced in writing signed by Walmart, along with the signatures of at least two-thirds of the Settling States along with a representation from each such Settling State that either: (1) the Advisory Committee or similar entity established or recognized by that Settling State (either pursuant to Section V.E.2.d, by a State-Subdivision Agreement, or by statute) voted in favor of the modification, amendment or alteration of this Agreement including at least one member appointed by the Participating Subdivisions; or (2) in States without any Advisory Committee, that 50.1% (by population) of the Participating Subdivisions expressed approval of the modification, amendment, or alteration of this Agreement in a writing.
X. Termination.
1. Unless otherwise agreed to by Walmart and the Settling State in question, this Agreement or the Consent Judgment as to that Settling State and all of its terms (except Section XII.P and any other non-admissibility provisions, which shall continue in full force and effect) shall be canceled and terminated with respect to the Settling State, and the Agreement and all orders issued by the courts in the Settling State pursuant to the Agreement shall become null and void and of no effect, only if one or more of the following conditions applies:
a. a Consent Judgment approving this Agreement without
modification of any of the Agreement’s terms has not been entered as to the Settling State by a court of competent jurisdiction on or before one hundred eighty (180) days after the Effective Date; or
b. this Agreement has been disapproved by a court of competent jurisdiction to which it was presented for approval and/or entry (or, in the event of an appeal from or review of a decision of such a court to approve this Agreement and the Consent Judgment, by the court hearing such appeal or conducting such review), and the time to appeal from such disapproval has expired, or, in the event of an appeal from such disapproval, the appeal has been dismissed or the disapproval has been affirmed by the court of last resort to which such appeal has been taken and such dismissal or disapproval has become no longer subject to further appeal (including, without limitation, review by the United States Supreme Court).
2. If this Agreement is terminated with respect to a Settling State for whatever reason pursuant to Section XII.X.1, then:
a. an applicable statute of limitation or any similar time requirement (excluding any statute of repose) shall be tolled from the date the Settling State signed this Agreement until the later of the time permitted by applicable law or for one year from the date of such termination, with the effect that Walmart and the Settling State in question shall be in the same position with respect to the statute of limitation as they were at the time the Settling State filed its action; and 501
55 b. Walmart and the Settling State in question shall jointly move the relevant court of competent jurisdiction for an order reinstating the actions and claims dismissed pursuant to the terms of this Agreement governing dismissal, with the effect that Walmart and the Settling State in question shall be in the same position with respect to those actions and claims as they were at the time the action or claim was stayed or dismissed.
3. Unless Walmart and the Enforcement Committee agree otherwise, this Agreement, with the exception of the Injunctive Relief Terms that have their own provisions on duration, shall terminate as to all Parties after the Payout Amount in Payment Year 6 is paid, provided that Walmart has performed its payment obligations under the Agreement as of that date. Notwithstanding any other provision in this Section XII.X.3 or in this Agreement, all releases under this Agreement will remain effective in perpetuity.
Y. Governing Law. Except (1) as otherwise provided in this Agreement or (2) as necessary, in the sole judgment of the National Arbitration Panel, to promote uniformity of interpretation for matters within the scope of the National Arbitration Panel’s authority, this Agreement shall be governed by and interpreted in accordance with the respective laws of each Settling State, without regard to the conflict of law rules of such Settling State, that is seeking to enforce the Agreement against Walmart or against which Walmart is seeking enforcement.
Notwithstanding any other provision in this subsection on governing law, any disputes relating to the Settlement Fund Escrow shall be governed by and interpreted in accordance with the law of the state where the escrow agent has its primary place of business. 502
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EXHIBIT A
Alleged Harms
The following expert reports that were filed in connection with the case captioned In re:
National Prescription Opiate Litigation, No. 1: 17-md-2804 (N.D. Ohio) provide non-exclusive examples of Alleged Harms:
1. Expert report of G. Caleb Alexander, dated April 16, 2021.
2. Expert report of David Cutler, dated April 16, 2021; supplemental expert report of David Cutler, dated April 21, 2021; and second supplemental expert report of David Cutler, dated May 10, 2021.
3. Expert report of David Herzberg, dated April 16, 2021.
4. Expert report of Katherine M. Keyes, Ph.D., dated April 16, 2021; supplemental expert report of Katherine M. Keyes, Ph.D, dated June 2, 2021.
5. Expert report of Dr. Anna Lembke, dated April 16, 2021.
6. Expert report of Harvey Rosen, dated April 16, 2021.
7. Expert report of Nancy Young, dated April 16, 2021.
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EXHIBIT B
Enforcement Committee Organization Bylaws
ARTICLE I
These bylaws constitute the code of rules adopted by the Settling States and Participating Subdivisions for the creation of an Enforcement Committee (the “Committee”) to exist and operate during the term of the Agreement in connection with Walmart and shall control the regulation and management of the Committee’s affairs.
ARTICLE II
Purpose
The Committee is organized for the sole purpose of evaluating and taking such action as deemed reasonable, necessary, and appropriate by the members of the Committee on the matters delegated to the Committee under that certain Settlement Agreement between the Settling States and Walmart dated November 14, 2022.
ARTICLE III
Members of the Committee
(1) Number of Members
The Committee will consist of sixteen (16) members (the “Members”). Upon majority resolution of the Committee, the number of Members may be increased or decreased from time to time, but in no event shall a decrease have the effect of decreasing the total number of Members to less than seven Members.
(2) Initial Members
The Committee initially will consist of ten (10) Settling State Members and six (6) Participating Subdivision Members; three (3) of the Participating Subdivisions shall be counties and three (3) shall be municipalities. The initial Settling State Members are representatives from: Connecticut, Delaware, Illinois, Indiana, Louisiana, New York, North Carolina, Ohio, Tennessee, and Texas. The initial Participating Subdivision Members are: [●]. Until fifteen (15) months from the Effective Date contained in the Settlement Agreement, the Participating Subdivisions may designate their outside counsel to serve as their representative. After fifteen (15) months from the Effective Date, an employee or official of the Participating Subdivision must be the designated as the representative of the Participating Subdivision.
(3) Term of Members
The term of office for Members of the Committee will be until the end of the term of the Settlement Agreement unless and until a Member withdraws or resigns from the Committee.
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(4) Resignation
Any Member may resign at any time by delivering written notice to the Chairperson of the Committee. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.
(5) Removal
(a) Any Member may be removed without cause, at any time, by a majority of the entire Committee, at a Regular or Special Meeting called for that purpose. Any Member under consideration of removal must first be notified about the consideration by written notice at least five days prior to the meeting at which the vote takes place. (b) In the event that any Member is not a Settling State or a Participating Subdivision or the Member subsequently becomes a Later Litigating Subdivision, the Member shall be removed immediately without notice or vote of the Committee. (6) Vacancies
In the event of a vacancy, the Members of the same type (Settling State or Participating Subdivision) shall select another Settling State or Participating Subdivision to fill that Member’s position.
(7) Compensation
Members shall not receive any salaries or other compensation for their services, but, by resolution of the Committee, may be reimbursed for any actual expenses incurred in the performance of their duties for the Committee, as long as a majority of disinterested Members approve the reimbursement. Any reimbursement shall be sought from the Settlement Fund Administrator.
ARTICLE IV
Conflicts of Interest and Code of Ethics
If a Member, agent, or employee of the Committee has a conflict of interest, he or she may not participate in a vote, discussion, or decision about the matter. Each Member shall follow any applicable state or local law with respect to conflicts, gifts, and ethics.
ARTICLE V
Committee Meetings
(1) Place of Meetings
Meetings of the Committee will be held at any place that the Chairperson may designate, including by telephonic or electronic means.
(2) Regular Meetings
Regular meetings of the Committee shall be held as deemed necessary by the Chairperson or any three members.
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(3) Notice of Meetings
Written notice of the date, time, place and subject of each meeting must be provided to the Members at least 72 hours before the scheduled time of the meeting, except when there is an emergency or urgent public necessity.
(4) Quorum
A majority of the incumbent Members (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. (5) Voting and Proxy
When it is necessary to vote on any matter before the Committee, Members may vote by electronic means as provided in these Bylaws. Proxy voting is permitted. In order for a matter to pass, the matter must have a majority vote of Members present and must have at least one vote from a Settling State Member and a Participating Subdivision Member. In the event that there is a Quorum, but no Settling State or Participating Subdivision Member is present, then a matter may pass with a simple majority vote. (6) Minutes
The Committee shall prepare and keep minutes. The minutes must state the subject of each deliberation and indicate each vote, order, decision, or other action taken.
ARTICLE VI
Officers
(1) Roster of Officers
The Committee shall have a Chairperson, a Vice Chairperson, and a Secretary. The Committee may have at its discretion, such other officers as may be appointed by the Members of the Committee. One person may hold two or more offices, except those serving as Chairperson.
(2) Election and Removal of Officers
All officers shall serve two-year terms. The election shall be conducted at the first meeting of the fiscal year. Officers shall remain in office until their successors have been selected.
Officers may serve consecutive terms without limit. The election of officers shall be by majority vote of the Members of the Committee attending the meeting. (3) Vacancies
If a vacancy occurs during the term of office for any elected officer, the Members of the Committee shall elect a new officer to fill the remainder of the term as soon as practical, by majority vote of Members present.
(4) Chairperson
The Chairperson will supervise and control the affairs of the Committee and shall exercise such supervisory powers as may be given him/her by the Members of the Committee. The Chairperson will perform all duties incident to such office and such other duties as may be provided in these bylaws or as may be prescribed from time to time by the Committee. The Chairperson shall preside at all meetings and shall exercise parliamentary control in accordance with Robert’s Rules of Order.
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(5) Vice Chairperson
The Vice Chairperson shall act in place of the Chairperson in the event of the Chairperson’s absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the Committee. The Vice Chairperson shall serve as the parliamentarian and interpret any ambiguities of the bylaws. (6) Secretary
The Secretary will keep and maintain all records related to the Committee and take minutes of all meetings.
(7) Records
All elected officers and committee chairpersons shall relinquish their records to the Chairperson immediately upon the completion of their term of office or completion of a project.
(8) Resignation
An officer may resign the office while not resigning membership from the Committee, by submitting a letter to the Chairperson. Vacancies occurring in any office shall be appointed for the remainder of the term.
ARTICLE VII
Duties
(1) Prior to the Effective Date
The Committee shall be responsible for any additional negotiations with Walmart, including, but not limited to, negotiating extensions of any periods created by the Settlement Agreement, except that any additional negotiations related to the Injunctive Relief Terms (Exhibit P) shall be handled by the States Injunctive Relief Committee in accordance with the terms of Exhibit P.
(2) After the Effective Date
The Committee shall establish procedures for the receipt of notices that a dispute exists concerning the Agreement and review of such disputes, pursuant to Section [●] of the Agreement. Members may engage with Walmart, Settling States, and Participating Subdivisions attempting to resolve any dispute without further action by the Committee.
The Committee may request additional information from Walmart, Settling States, and Participating Subdivisions to the extent the Committee believes such information is necessary to understand, resolve, or provide advice related to a dispute. The Committee shall endeavor to provide advice relative to the dispute no later than 60 days after receipt of notice.
ARTICLE VIII
Rules of Procedure
The proceedings and business of the Committee shall be governed by Robert’s Rules of Order unless otherwise waived by the Committee.
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ARTICLE IX
Operations
(1) Records
The Committee will keep correct and complete records and will also keep minutes of the proceedings of the Committee meetings and Committees. The Committee will keep such records at its principal place of business at a place designated by the Chairperson.
All elected officers and committee chairpersons shall relinquish their records to the Chairperson, immediately upon the completion of their term of office. (2) Inspection of Books and Records
The minutes of a meeting are public records and shall be available for public inspection and copying on request to the Committee’s Chairperson or the Chairperson’s designee. (3) Amendments
The bylaws may be amended at any time by a vote of a majority of Members present and must have at least one vote from a Settling State Member and a Participating Subdivision Member. In the event that there is a Quorum, but no Settling State or Participating Subdivision Member is present, then a matter may pass with a simple majority vote. 508
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EXHIBIT C
Litigating Subdivisions Exhibit
1. Alabaster, City of, Alabama
2. Albertville, City of, Alabama
3. Arab, City of, Alabama
4. Ashville, City of, Alabama
5. Athens, City of, Alabama
6. Attalla, City of, Alabama
7. Auburn, City of, Alabama
8. Baldwin, County of, Alabama
9. Bay Minette, City of, Alabama
10. Berry, Town of, Alabama
11. Bessemer, City of, Alabama
12. Bibb, County of, Alabama
13. Birmingham, City of, Alabama
14. Boaz, City of, Alabama
15. Brewton, City of, Alabama
16. Bridgeport, City of, Alabama
17. Brookwood, Town of, Alabama
18. Butler, Town of, Alabama
19. Calera, City of, Alabama
20. Calhoun, County of, Alabama
21. Camp Hill, Town of, Alabama
22. Carbon Hill, City of, Alabama
23. Cedar Bluff, Town of, Alabama
24. Centre, City of, Alabama
25. Centreville, City of, Alabama
26. Cherokee, County of, Alabama
27. Cherokee, Town of, Alabama
28. Childersburg, City of, Alabama
29. Chilton, County of, Alabama
30. Clanton, City of, Alabama
31. Coffee, County of, Alabama
32. Columbiana, City of, Alabama
33. Cordova, City of, Alabama
34. Cullman, City of, Alabama
35. Cullman, County of, Alabama
36. Dadeville, City of, Alabama
37. Dallas, County of, Alabama
38. Daphne, City of, Alabama
39. Decatur, City of, Alabama
40. Demopolis, City of, Alabama
41. Dora, City of, Alabama
42. Double Springs, Town of, Alabama
43. Douglas, Town of, Alabama
44. East Brewton, City of, Alabama
45. Elmore, County of, Alabama
46. Enterprise, City of, Alabama
47. Etowah, (Sheriff of) County of,
Alabama
48. Fairhope, City of, Alabama
49. Fayette, City of, Alabama
50. Fayette, County of, Alabama/
Fayette, (Sheriff of) County of,
Alabama
51. Florence, City of, Alabama
52. Foley, City of, Alabama
53. Fort Deposit, Town of, Alabama
54. Fort Payne, City of, Alabama
55. Franklin, County of, Alabama
56. Fultondale, City of, Alabama
57. Gadsden, City of, Alabama
58. Geraldine, Town of, Alabama
59. Gilbertown, Town of, Alabama
60. Grant, Town of, Alabama
61. Graysville, City of, Alabama
62. Guin, City of, Alabama
63. Gulf Shores, City of, Alabama
64. Guntersville, City of, Alabama
65. Haleyville, City of, Alabama
66. Hamilton, City of, Alabama
67. Hartselle, City of, Alabama
68. Helena, City of, Alabama
69. Henagar, City of, Alabama
70. Homewood, City of, Alabama
71. Hueytown, City of, Alabama
72. Huntsville, City of, Alabama
73. Irondale, City of, Alabama
74. Jackson, County of, Alabama
75. Jacksonville, City of, Alabama
76. Jasper, City of, Alabama
77. Jefferson, County of, Alabama/
Jefferson, (Sheriff of) County of,
Alabama
78. Jefferson County Board of Health,
Alabama
79. Lamar, County of, Alabama/ Lamar,
(Sheriff of) County of, Alabama
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80. Lauderdale, County of, Alabama
81. Lawrence, County of, Alabama
82. Leesburg, City of, Alabama
83. Leighton, Town of, Alabama
84. Lincoln, City of, Alabama
85. Loxley, Town of, Alabama
86. Madison, County of, Alabama
87. Marengo, County of, Alabama
88. Marion, County of, Alabama
89. Marshall, County of, Alabama
90. Millbrook, City of, Alabama
91. Mobile, City of, Alabama
92. Mobile, County of, Alabama
93. Moody, City of, Alabama
94. Morgan, County of, Alabama
95. Moulton, City of, Alabama
96. Mountain Brook, City of, Alabama
97. Munford, Town of, Alabama
98. Nauvoo, Town of, Alabama
99. New Hope, City of, Alabama
100. Northport, City of, Alabama
101. Oakman, Town of, Alabama
102. Opelika, City of, Alabama
103. Opp, City of, Alabama
104. Ozark, City of, Alabama
105. Parrish, City of/ Town of, Alabama
106. Pelham, City of, Alabama
107. Phenix City, City of, Alabama
108. Pickens, County of, Alabama
109. Piedmont, City of, Alabama
110. Pike, County of, Alabama
111. Pleasant Grove, City of, Alabama
112. Prichard, City of, Alabama
113. Ragland, Town of, Alabama
114. Rainbow City, City of, Alabama
115. Randolph, County of, Alabama
116. Red Bay, City of, Alabama
117. Roanoke, City of, Alabama
118. Robertsdale, City of, Alabama
119. Russellville, City of, Alabama
120. Saraland, City of, Alabama
121. Scottsboro, City of, Alabama
122. Selma, City of, Alabama
123. Semmes, City of, Alabama
124. Sheffield, City of, Alabama
125. Sipsey, Town of, Alabama
126. Slocomb, City of, Alabama
127. Spanish Fort, City of, Alabama
128. Springville, City of, Alabama
129. Sumiton, City of, Alabama
130. Summerdale, Town of, Alabama
131. Sylacauga, City of, Alabama
132. Talladega, County of, Alabama
133. Tallapoosa, County of, Alabama
134. Thomasville, City of, Alabama
135. Troy, City of, Alabama
136. Trussville, City of, Alabama
137. Tuscaloosa, County of, Alabama
138. Tuscumbia, City of, Alabama
139. Vernon, City of, Alabama
140. Vestavia Hills, City of, Alabama
141. Walker, County of, Alabama
142. West Blocton, Town of, Alabama
143. Wetumpka, City of, Alabama
144. Winfield, City of, Alabama
145. Winston, County of, Alabama
146. Woodville, Town of, Alabama
147. Cochise, County of, Arizona
148. Kingman, City of, Arizona
149. Maricopa, County of, Arizona
150. Mohave, County of, Arizona
151. Navajo, County of, Arizona
152. Phoenix, City of, Arizona
153. Pinal, County of, Arizona
154. Prescott, City of, Arizona
155. Yuma, County of, Arizona
156. Jefferson, County of, Arkansas
157. Pulaski, County of, Arkansas
158. Amador, County of, California
159. Board of Education of the Pleasant
Valley School District, California
160. Butte, County of, California
161. Calaveras, County of, California
162. Chico, City of, California
163. Chula Vista, City of, California
164. Clearlake, City of, California
165. Del Norte, County of, California
166. El Dorado, County of, California
167. Eureka, City of, California
168. Fresno, County of, California
169. Humboldt, County of, California
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170. Huntington Beach, City of,
California
171. Imperial, County of, California
172. Inyo, County of, California
173. Laguna Beach, City of, California
174. Lakeport, City of, California
175. Lassen, County of, California
176. Lassen County Office of Education,
California
177. Madera, County of, California
178. Mariposa, County of, California
179. Mendocino, County of, California
180. Merced, County of, California
181. Modoc, County of, California
182. Mono, County of, California
183. Monterey, County of, California
184. Nevada, County of, California
185. Placer, County of, California
186. Plumas, County of, California
187. Riverside, County of, California
188. Sacramento, County of, California
189. San Bernardino, County of,
California
190. San Diego, County of, California
191. San Jose, City of, California
192. San Leandro Unified School District,
California
193. San Luis Obispo, County of,
California
194. Santa Barbara, County of, California
195. Santa Clara, County of, California/
Santa Clara, (District Attorney of)
County of, California
196. Shasta, County of, California
197. Siskiyou, County of, California
198. Susanville Elementary School
District, California
199. Sutter, County of, California
200. Tehama, County of, California
201. Trinity, County of, California
202. Tulare, County of, California
203. Tuolumne, County of, California
204. Yolo, County of, California
205. Yuba, County of, California
206. Adams, (Board of Commissioners)
County of, Colorado
207. Alamosa, City of/ Town of,
Colorado
208. Alamosa, County of, Colorado
209. Arapahoe, (Board of
Commissioners) County of,
Colorado
210. Aurora, City of, Colorado
211. Black Hawk, City of, Colorado
212. Boulder, (Board of Commissioners)
County of, Colorado
213. Brighton, City of, Colorado
214. Broomfield, City of/ County of,
Colorado
215. Chaffee, County of, Colorado
216. Commerce City, City of, Colorado
217. Conejos, County of, Colorado
218. Denver, City of/ County of,
Colorado
219. Federal Heights, City of, Colorado
220. Fremont, (Board of Commissioners)
County of, Colorado
221. Greeley, City of, Colorado
222. Hudson, Town of, Colorado
223. Jefferson, (Board of Commissioners)
County of, Colorado
224. Lakewood, City of, Colorado
225. Larmier, (Board of Commissioners)
County of, Colorado
226. Las Animas, County of, Colorado
227. Mesa, County of, Colorado
228. Northglenn, City of, Colorado
229. Otero, County of, Colorado
230. Pueblo, County of, Colorado
231. Sheridan, City of, Colorado
232. Teller, (Board of Commissioners)
County of, Colorado
233. Thornton, City of, Colorado
234. Westminster, City of, Colorado
235. Wheat Ridge, City of, Colorado
236. Beacon Falls, Town of, Connecticut
237. Berlin, Town of, Connecticut
238. Bethlehem, Town of, Connecticut
239. Bridgeport, City of, Connecticut
240. Bristol, City of, Connecticut
241. Coventry, Town of, Connecticut
242. East Hartford, Town of, Connecticut
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243. Enfield, Town of, Connecticut
244. Fairfield, Town of, Connecticut
245. Middlebury, Town of, Connecticut
246. Middletown, City of, Connecticut
247. Milford, City of/ Town of,
Connecticut
248. Monroe, City of/ Town of,
Connecticut
249. Naugatuck, Borough of/ Town of,
Connecticut
250. New Milford, Town of, Connecticut
251. Newtown, Town of, Connecticut
252. North Haven, Town of, Connecticut
253. Norwich, City of, Connecticut
254. Oxford, Town of, Connecticut
255. Prospect, Town of, Connecticut
256. Roxbury, Town of, Connecticut
257. Seymour, Town of, Connecticut
258. Shelton, City of, Connecticut
259. Southbury, Town of, Connecticut
260. Southington, Town of, Connecticut
261. Stratford, Town of, Connecticut
262. Thomaston, Town of, Connecticut
263. Tolland, Town of, Connecticut
264. Torrington, City of, Connecticut
265. Waterbury, City of, Connecticut
266. West Haven, City of, Connecticut
267. Wethersfield, Town of, Connecticut
268. Windham, Town of, Connecticut
269. Wolcott, Town of, Connecticut
270. Woodbury, Town of, Connecticut
271. Sussex, County of, Delaware
272. Alachua, County of, Florida
273. Apopka, City of, Florida
274. Bay, County of, Florida
275. Bradenton, City of, Florida
276. Bradford, County of, Florida
277. Brevard, County of, Florida
278. Broward, County of, Florida
279. Clay, County of, Florida
280. Clearwater, City of, Florida
281. Coconut Creek, City of, Florida
282. Coral Springs, City of, Florida
283. Daytona Beach, City of, Florida
284. Daytona Beach Shores, City of,
Florida
285. Deerfield Beach, City of, Florida
286. Deltona, City of, Florida
287. Dixie, County of, Florida
288. Eatonville, Town of, Florida
289. Escambia, County of, Florida
290. Florida City, City of, Florida
291. Fort Lauderdale, City of, Florida
292. Fort Pierce, City of, Florida
293. Gilchrist, County of, Florida
294. Hallandale Beach, City of, Florida
295. Hamilton, County of, Florida
296. Homestead, City of, Florida
297. Jackson, County of, Florida
298. Lake, County of, Florida
299. Lauderhill, City of, Florida
300. Lee, County of, Florida
301. Leon, County of, Florida
302. Levy, County of, Florida
303. Lynn Haven, City of, Florida
304. Manatee, County of, Florida
305. Marion, County of, Florida
306. Miami Gardens, City of, Florida
307. Miami-Dade, County of, Florida
308. Miami-Dade County School Board,
Florida
309. Miramar, City of, Florida
310. Monroe, County of, Florida
311. New Port Richey, City of, Florida
312. Niceville, City of, Florida
313. North Miami, City of, Florida
314. Ocala, City of, Florida
315. Ocoee, City of, Florida
316. Okaloosa, County of, Florida
317. Orange, County of, Florida
318. Orlando, City of, Florida
319. Ormond Beach, City of, Florida
320. Osceola, County of, Florida
321. Oviedo, City of, Florida
322. Palatka, City of, Florida
323. Palm Bay, City of, Florida
324. Palm Beach, County of, Florida
325. Palmetto, City of, Florida
326. Panama City, City of, Florida
327. Pasco, County of, Florida
328. Pembroke Pines, City of, Florida
329. Pensacola, City of, Florida
512
C-5
330. Pinellas, County of, Florida
331. Pinellas Park, City of, Florida
332. Pompano Beach, City of, Florida
333. Port St. Lucie, City of, Florida
334. Putnam, County of, Florida
335. Putnam County School Board,
Florida
336. Sanford, City of, Florida
337. Santa Rosa, County of, Florida
338. Sarasota, City of, Florida
339. Seminole, County of, Florida
340. St. Augustine, City of, Florida
341. St. Johns, County of, Florida
342. St. Lucie, County of, Florida
343. St. Petersburg, City of, Florida
344. Suwannee, County of, Florida
345. Sweetwater, City of, Florida
346. Tallahassee, City of, Florida
347. Taylor, County of, Florida
348. Union, County of, Florida
349. Volusia, County of, Florida
350. Walton, County of, Florida
351. Albany, City of, Georgia
352. Appling, County of, Georgia/
Appling, (Sheriff of) County of,
Georgia
353. Athens-Clarke County, Unified
Government of, Georgia
354. Atlanta, City of, Georgia
355. Augusta, City of, Georgia
356. Bainbridge, City of, Georgia
357. Baldwin, County of, Georgia/
Baldwin, (Sheriff of) County of,
Georgia
358. Banks, County of, Georgia
359. Bartow, County of, Georgia
360. Ben Hill, County of, Georgia
361. Bibb, County of, Georgia/ Bibb,
(Sheriff of) County of, Georgia
362. Brantley, County of, Georgia
363. Bulloch, County of, Georgia
364. Burke, County of, Georgia
365. Butts, County of, Georgia
366. Camden, County of, Georgia
367. Candler, County of, Georgia
368. Carroll, County of, Georgia
369. Catoosa, County of, Georgia
370. Charlton, County of, Georgia
371. Cherokee, County of, Georgia
372. Clay, County of, Georgia
373. Clayton, County of, Georgia
374. Clinch, County of, Georgia
375. Cobb, County of, Georgia
376. Coffee, County of, Georgia/ Coffee,
(Sheriff of) County of, Georgia
377. Columbia, County of, Georgia
378. Columbus, City of, Georgia
379. Cook, County of, Georgia
380. Crisp, County of, Georgia/ Crisp,
(Sheriff of) County of, Georgia
381. Dade, County of, Georgia
382. Dawson, County of, Georgia
383. Decatur, County of, Georgia
384. DeKalb, County of, Georgia
385. Dooly, County of, Georgia
386. Dougherty, County of, Georgia
387. Early, County of, Georgia
388. Effingham, County of, Georgia
389. Elbert, County of, Georgia
390. Emanuel, County of, Georgia
391. Evans, County of, Georgia
392. Fayette, County of, Georgia
393. Fitzgerald, City of, Georgia
394. Forsyth, County of, Georgia
395. Fulton, County of, Georgia
396. Gainesville, City of, Georgia
397. Glascock, County of, Georgia
398. Glynn, County of, Georgia/ Glynn,
(Sheriff of) County of, Georgia
399. Grady, County of, Georgia
400. Greene, County of, Georgia
401. Gwinnett, County of, Georgia
402. Habersham, County of, Georgia
403. Hall, County of, Georgia
404. Hancock, County of, Georgia
405. Henry, County of, Georgia
406. Houston, County of, Georgia/
Houston, (Sheriff of) County of,
Georgia
407. Irwin, County of, Georgia
408. Jackson, County of, Georgia
409. Jasper, County of, Georgia
513
C-6
410. Jeff Davis, County of, Georgia/ Jeff
Davis, (Sheriff of) County of,
Georgia
411. Jefferson, County of, Georgia
412. Johnson, County of, Georgia
413. Jones, County of, Georgia
414. Laurens, County of, Georgia
415. Lee, County of, Georgia
416. Liberty, County of, Georgia
417. Lincoln, County of, Georgia
418. Long, County of, Georgia
419. Lowndes, County of, Georgia
420. Lumpkin, County of, Georgia
421. Macon-Bibb County, Consolidated
Government of, Georgia
422. Madison, County of, Georgia
423. McDuffie, County of, Georgia
424. McIntosh, County of, Georgia
425. Milledgeville, City of, Georgia
426. Monroe, County of, Georgia
427. Montgomery, County of, Georgia
428. Newton, County of, Georgia
429. Oconee, County of, Georgia
430. Oglethorpe, County of, Georgia
431. Pike, County of, Georgia
432. Polk, County of, Georgia
433. Pulaski, County of, Georgia
434. Rabun, County of, Georgia
435. Randolph, County of, Georgia
436. Rockdale, County of, Georgia
437. Rome, City of, Georgia
438. Savannah, City of, Georgia
439. Screven, County of, Georgia
440. Seminole, County of, Georgia
441. Spalding, County of, Georgia
442. Springfield, City of, Georgia
443. Stephens, County of, Georgia
444. Sumter, County of, Georgia
445. Taliaferro, County of, Georgia
446. Tattnall, County of, Georgia
447. Tift, County of, Georgia/ Tift,
(Sheriff of) County of, Georgia
448. Tifton, City of, Georgia
449. Toombs, County of, Georgia
450. Towns, County of, Georgia
451. Troup, County of, Georgia
452. Twiggs, County of, Georgia
453. Union, County of, Georgia
454. Walton, County of, Georgia
455. Ware, County of, Georgia/ Ware,
(Sheriff of) County of, Georgia
456. Warren, County of, Georgia
457. Washington, County of, Georgia
458. Wayne, County of, Georgia/ Wayne,
(Sheriff of) County of, Georgia
459. Wilkes, County of, Georgia
460. Worth, County of, Georgia
461. Kaua'i, County of, Hawaii
462. Ada, County of, Idaho
463. Adams, County of, Idaho
464. Bingham, County of, Idaho
465. Blaine, County of, Idaho
466. Boise, County of, Idaho
467. Bonneville, County of, Idaho
468. Camas, County of, Idaho
469. Canyon, County of, Idaho
470. Caribou, County of, Idaho
471. Cassia, County of, Idaho
472. Elmore, County of, Idaho
473. Gooding, County of, Idaho
474. Latah, County of, Idaho
475. Minidoka, County of, Idaho
476. Owyhee, County of, Idaho
477. Payette, County of, Idaho
478. Board of Education of East Aurora,
School District 131, Illinois
479. Board of Education of Joliet
Township High School, District 204,
Illinois
480. Board of Education of Thornton
Fractional Township High Schools,
District 215, Illinois
481. Board of Education of Thornton
Township High Schools, District
205, Illinois
482. Boone, County of, Illinois
483. Bureau, County of, Illinois
484. Calhoun, County of, Illinois
485. Champaign, County of, Illinois
486. Chicago, City of, Illinois
487. Chicago School District No. 299,
Illinois
514
C-7
488. Christian, County of, Illinois
489. Coles, County of, Illinois
490. Cook, County of, Illinois
491. Dekalb, County of, Illinois
492. DuPage, County of, Illinois
493. Effingham, County of, Illinois
494. Franklin, County of, Illinois
495. Harrisburg, City of, Illinois
496. Henry, County of, Illinois
497. Herrin, City of, Illinois
498. Jefferson, County of, Illinois
499. Jersey, County of, Illinois
500. Johnson, County of, Illinois
501. Kane, County of, Illinois
502. Kankakee, County of, Illinois
503. Kendall, County of, Illinois
504. Lawrence, County of, Illinois
505. Lee, County of, Illinois
506. Livingston, County of, Illinois
507. Logan, County of, Illinois
508. Macon, County of, Illinois
509. Macoupin, County of, Illinois
510. Marion, City of, Illinois
511. Marion, County of, Illinois
512. McHenry, County of, Illinois
513. Piatt, County of, Illinois
514. Princeton, City of, Illinois
515. Putnam, County of, Illinois
516. Rock Island, County of, Illinois
517. Rockford, City of, Illinois
518. Saline, County of, Illinois
519. Sangamon, County of, Illinois
520. Schuyler, County of, Illinois
521. Shelby, County of, Illinois
522. Stephenson, County of, Illinois
523. Union, County of, Illinois
524. West Frankfort, City of, Illinois
525. White, County of, Illinois
526. Will, County of, Illinois
527. Winnebago, County of, Illinois
528. Alexandria, City of, Indiana
529. Allen, County of, Indiana
530. Atlanta, Town of, Indiana
531. Beech Grove, City of, Indiana
532. Benton, County of, Indiana
533. Bloomington, City of, Indiana
534. Brownstown, Town of, Indiana
535. Chandler, Town of, Indiana
536. Connersville, City of, Indiana
537. Danville, Town of, Indiana
538. Delaware, County of, Indiana
539. Elwood, City of, Indiana
540. Evansville, City of, Indiana
541. Fishers, City of, Indiana
542. Fort Wayne, City of, Indiana
543. Franklin, City of, Indiana
544. Franklin, County of, Indiana
545. Gary, City of, Indiana
546. Greenwood, City of, Indiana
547. Hammond, City of, Indiana
548. Harrison, County of, Indiana
549. Howard, County of, Indiana
550. Huntington, City of, Indiana
551. Indianapolis-Marion County,
Consolidated Government of,
Indiana
552. Jackson, County of, Indiana
553. Jasper, City of, Indiana
554. Jay, County of, Indiana
555. Jeffersonville, City of, Indiana
556. Jennings, County of, Indiana
557. Lafayette, City of, Indiana
558. Lake, County of, Indiana
559. LaPorte, County of, Indiana
560. Lawrence, City of, Indiana
561. Lawrence, County of, Indiana
562. Logansport, City of, Indiana
563. Madison, City of, Indiana
564. Madison, County of, Indiana
565. Marshall, County of, Indiana
566. Martinsville, City of, Indiana
567. Mooresville, Town of, Indiana
568. Monroe, County of, Indiana
569. Morgan, County of, Indiana
570. Muncie, City of, Indiana
571. New Albany, Township of/ City of,
Indiana
572. New Castle, City of, Indiana
573. Noblesville, Township of/ City of,
Indiana
574. Pendleton, Town of, Indiana
575. Plainfield, Town of, Indiana
515
C
-8
576. Porter, County of, Indiana
577. Portland, City of, Indiana
578. Pulaski, County of, Indiana
579. Richmond, City of, Indiana
580. Ripley, County of, Indiana
581. Scott, County of, Indiana
582. Seymour, City of, Indiana
583. Sheridan, Town of, Indiana
584. South Bend, City of, Indiana
585. St. Joseph, County of, Indiana
586. Terre Haute, City of, Indiana
587. Tippecanoe, County of, Indiana
588. Upland, Town of, Indiana
589. Vanderburgh, County of, Indiana
590. Vigo, County of, Indiana
591. West Lafayette, City of, Indiana
592. Westfield, City of, Indiana
593. Zionsville, Town of, Indiana
594. Adair, County of, Iowa
595. Adams, County of, Iowa
596. Allamakee, County of, Iowa
597. Appanoose, County of, Iowa
598. Audubon, County of, Iowa
599. Benton, County of, Iowa
600. Black Hawk, County of, Iowa
601. Bremer, County of, Iowa
602. Buchanan, County of, Iowa
603. Buena Vista, County of, Iowa
604. Calhoun, County of, Iowa
605. Carroll, County of, Iowa
606. Cedar, County of, Iowa
607. Cerro Gordo, County of, Iowa
608. Cherokee, County of, Iowa
609. Chickasaw, County of, Iowa
610. Clay, County of, Iowa
611. Clayton, County of, Iowa
612. Clinton, County of, Iowa
613. Dallas, County of, Iowa
614. Delaware, County of, Iowa
615. Des Moines, County of, Iowa
616. Emmet, County of, Iowa
617. Fayette, County of, Iowa
618. Fremont, County of, Iowa
619. Hamilton, County of, Iowa
620. Hancock, County of, Iowa
621. Hardin, County of, Iowa
622. Harrison, County of, Iowa
623. Henry, County of, Iowa
624. Howard, County of, Iowa
625. Humboldt, County of, Iowa
626. Ida, County of, Iowa
627. Jasper, County of, Iowa
628. Johnson, County of, Iowa
629. Jones, County of, Iowa
630. Keokuk, County of, Iowa
631. Lee, County of, Iowa
632. Lyon, County of, Iowa
633. Madison, County of, Iowa
634. Mahaska, County of, Iowa
635. Marion, County of, Iowa
636. Mills, County of, Iowa
637. Mitchell, County of, Iowa
638. Monroe, County of, Iowa
639. Montgomery, County of, Iowa
640. Muscatine, County of, Iowa
641. O’Brien, County of, Iowa
642. Osceola, County of, Iowa
643. Plymouth, County of, Iowa
644. Pocahontas, County of, Iowa
645. Polk, County of, Iowa
646. Pottawattamie, County of, Iowa
647. Poweshiek, County of, Iowa
648. Sac, County of, Iowa
649. Scott, County of, Iowa
650. Shelby, County of, Iowa
651. Sioux, County of, Iowa
652. Tama, County of, Iowa
653. Taylor, County of, Iowa
654. Union, County of, Iowa
655. Webster, County of, Iowa
656. Winnebago, County of, Iowa
657. Winneshiek, County of, Iowa
658. Worth, County of, Iowa
659. Wright, County of, Iowa
660. Allen, County of, Kansas
661. Barber, County of, Kansas
662. Bourbon, County of, Kansas
663. Cherokee, County of, Kansas
664. Cowley, County of, Kansas
665. Crawford, County of, Kansas
666. Dickinson, County of, Kansas
667. Elk, County of, Kansas
516
C-9
668. Elkhardt, City of, Kansas
669. Finney, County of, Kansas/ Finney,
(Board of County Commissioners of)
County of, Kansas
670. Ford, (Board of County
Commissioners of) County of,
Kansas
671. Greenwood, County of, Kansas
672. Harvey, County of, Kansas
673. Johnson, County of, Kansas
674. Kansas, City of, Kansas
675. Leavenworth, County of, Kansas
676. Manter, City of, Kansas
677. Meade, County of, Kansas
678. Montgomery, County of, Kansas
679. Morton, County of, Kansas
680. Neosho, County of, Kansas
681. Overland Park, City of, Kansas
682. Pratt, County of, Kansas
683. Reno, County of, Kansas
684. Sedgwick, County of, Kansas
685. Seward, County of, Kansas
686. Stanton, County of, Kansas
687. Ulysses, City of, Kansas
688. Wabaunsee, County of, Kansas
689. Wichita, City of, Kansas
690. Wyandotte, County of, Kansas
691. Adair, County of, Kentucky
692. Anderson, County of, Kentucky
693. Bell, County of, Kentucky
694. Bellefonte, City of, Kentucky
695. Benham, City of, Kentucky
696. Board of Education of Breathitt
County Public Schools, Kentucky
697. Board of Education of Bullitt County
Public Schools, Kentucky
698. Board of Education of Estill County
Public Schools, Kentucky
699. Board of Education of Fayette
County Public Schools, Kentucky
700. Board of Education of Harrison
County Public Schools, Kentucky
701. Board of Education of Hart County
Public Schools, Kentucky
702. Board of Education of Jefferson
County Public Schools, Kentucky
703. Board of Education of Johnson
County Public School District,
Kentucky
704. Board of Education of LaRue
County Public Schools, Kentucky
705. Board of Education of Lawrence
County Public Schools, Kentucky
706. Board of Education of Martin
County Public Schools, Kentucky
707. Board of Education of Menifee
County Public Schools, Kentucky
708. Board of Education of Owsley
County Public Schools, Kentucky
709. Board of Education of Wolfe County
Public Schools, Kentucky
710. Boone, County of, Kentucky
711. Bourbon, County of, Kentucky
712. Boyd, County of, Kentucky
713. Boyle, County of, Kentucky
714. Breckinridge, County of, Kentucky
715. Buckhorn, City of, Kentucky
716. Campbell, County of, Kentucky
717. Christian, County of, Kentucky
718. Clark, County of, Kentucky
719. Covington, City of, Kentucky
720. Edmonson, County of, Kentucky
721. Estill, County of, Kentucky
722. Floyd, County of, Kentucky
723. Franklin, County of, Kentucky
724. Grant, County of, Kentucky
725. Green, County of, Kentucky
726. Greenup, City of, Kentucky
727. Hardin, County of, Kentucky
728. Harlan, City of, Kentucky
729. Harlan, County of, Kentucky
730. Henderson, City of, Kentucky
731. Henderson, County of, Kentucky
732. Hopkins, County of, Kentucky
733. Hyden, City of, Kentucky
734. Jenkins, City of, Kentucky
735. Jessamine, County of, Kentucky
736. Kenton, County of, Kentucky
737. Knott, County of, Kentucky
738. Knox, County of, Kentucky
739. Lawrence, County of, Kentucky
740. Letcher, County of, Kentucky
517
C-10
741. Lexington-Fayette, Urban County of,
Kentucky
742. Lincoln, County of, Kentucky
743. London, City of, Kentucky
744. Louisville/Jefferson, County Metro
Government of, Kentucky
745. Loyall, City of, Kentucky
746. Lynch, City of, Kentucky
747. Madison, County of, Kentucky
748. Manchester, City of, Kentucky
749. Marshall, County of, Kentucky
750. McCracken, County of, Kentucky
751. Meade, County of, Kentucky
752. Monroe, County of, Kentucky
753. Montgomery, County of, Kentucky
754. Morehead, City of, Kentucky
755. Ohio, County of, Kentucky
756. Oldham, County of, Kentucky
757. Owsley, County of, Kentucky
758. Paducah, City of, Kentucky
759. Perry, County of, Kentucky
760. Pike, County of, Kentucky
761. Pineville, City of, Kentucky
762. Pippa Passes, City of, Kentucky
763. Prestonsburg, City of, Kentucky
764. Pulaski, County of, Kentucky
765. Rowan, County of, Kentucky
766. Russell, City of, Kentucky
767. Scott, County of, Kentucky
768. Shelby, County of, Kentucky
769. South Shore, City of, Kentucky
770. Union, County of, Kentucky
771. Vanceburg, City of, Kentucky
772. Warren, County of, Kentucky
773. Wayne, County of, Kentucky
774. Whitesburg, City of, Kentucky
775. Whitley, County of, Kentucky
776. Worthington, City of, Kentucky
777. Alexandria, City of, Louisiana
778. Allen, Parish of, Louisiana/ Allen,
(Sheriff of) Parish of, Louisiana
779. Ascension, Parish of, Louisiana /
Ascension, (Sheriff of) Parish of,
Louisiana
780. Ascension Parish School Board,
Louisiana
781. Assumption, Parish of, Louisiana/
Assumption, (Police Jury of) Parish
of, Louisiana/ Assumption, (Sheriff
of) Parish of, Louisiana
782. Avoyelles, Parish of, Louisiana/
Avoyelles, (Police Jury of) Parish of,
Louisiana/ Avoyelles, (Sheriff of)
Parish of, Louisiana
783. Baldwin, Town of, Louisiana
784. Bastrop, City of, Louisiana
785. Baton Rouge, City of, Louisiana
786. Beauregard, Parish of, Louisiana
787. Benton Fire Protection District No.
4, Louisiana
788. Berwick, Town of, Louisiana
789. Bogalusa, City of, Louisiana
790. Bossier City, City of, Louisiana
791. Bossier, Parish of, Louisiana
792. Caddo Fire Protection District No. 1,
Louisiana
793. Caddo, Parish of, Louisiana
794. Calcasieu, Parish of, Louisiana/
Calcasieu, (Police Jury of) Parish of,
Louisiana/ Calcasieu, (Sheriff of)
Parish of, Louisiana
795. Caldwell, Parish of, Louisiana
796. Catahoula, Parish of, Louisiana/
Catahoula, (Sheriff of) Parish of,
Louisiana
797. Claiborne, Parish of, Louisiana
798. Concordia, Parish of, Louisiana/
Concordia, (Sheriff of) Parish of,
Louisiana
799. Delhi, Town of, Louisiana
800. De Soto Fire Protection District No.
8, Louisiana
801. Donaldsonville, City of, Louisiana
802. East Baton Rouge, Parish of,
Louisiana/ East Baton Rouge,
(Sheriff of) Parish of, Louisiana
803. East Carroll, Parish of, Louisiana/
East Carroll, (Sheriff of) Parish of,
Louisiana
804. Eunice, City of, Louisiana
805. Evangeline, Parish of, Louisiana/
Evangeline, (Police Jury of) Parish
518
C-11
of, Louisiana/ Evangeline, (Sheriff
of) Parish of, Louisiana
806. Ferriday, Town of, Louisiana
807. Franklin, City of, Louisiana
808. Franklin, Parish of, Louisiana
809. Gramercy, Town of, Louisiana
810. Grant, Parish of, Louisiana/ Grant,
(Sheriff of) Parish of, Louisiana
811. Iberia, Parish of, Louisiana/ Iberia,
(Sheriff of) Parish of, Louisiana
812. Iberia Parish School Board,
Louisiana
813. Jackson, (Police Jury of) Parish of,
Louisiana
814. Jefferson Davis, Parish of,
Louisiana/ Jefferson Davis, (Police
Jury of) Parish of, Louisiana/
Jefferson Davis, (Sheriff of) Parish
of, Louisiana
815. Jefferson, Parish of, Louisiana/
Jefferson, (Sheriff of) Parish of,
Louisiana
816. Kenner, City of, Louisiana
817. Lafayette, Parish of, Louisiana/
Lafayette, (Sheriff of) Parish of,
Louisiana
818. Lafourche, Parish of, Louisiana
819. Lafourche Parish School Board,
Louisiana
820. Lake Charles, City of, Louisiana
821. Lake Providence, Town of,
Louisiana
822. LaSalle, Parish of, Louisiana
823. Lutcher, Town of, Louisiana
824. Madisonville, Town of, Louisiana
825. Mandeville, City of, Louisiana
826. Monroe, City of, Louisiana
827. Morehouse, Parish of, Louisiana/
Morehouse, (Sheriff of) Parish of,
Louisiana
828. Natchitoches, City of, Louisiana/
Natchitoches, Parish of, Louisiana
829. New Iberia, City of, Louisiana
830. New Orleans, City of, Louisiana/
New Orleans, (Sheriff of) City of,
Louisiana
831. New Roads, City of, Louisiana
832. Opelousas, City of, Louisiana
833. Orleans, Parish of, Louisiana/
Orleans, (Sheriff of) Parish of,
Louisiana
834. Ouachita, Parish of, Louisiana/
Ouachita, (Police Jury of) Parish of,
Louisiana/ Ouachita, (Sheriff of)
Parish of, Louisiana
835. Patterson, City of, Louisiana
836. Pearl River, Town of, Louisiana
837. Pineville, City of, Louisiana
838. Pointe Coupee, Parish of, Louisiana
839. Prevost Memorial Hospital,
Louisiana
840. Rapides, Parish of, Louisiana/
Rapides, (District Attorney of)
Parish of, Louisiana/ Rapides,
(Sheriff of) Parish of, Louisiana
841. Red River Fire Protection District,
Louisiana
842. Red River, Parish of, Louisiana
843. Richland, Parish of, Louisiana/
Richland, (Sheriff of) Parish of,
Louisiana
844. Richwood, Town of, Louisiana
845. Sabine, Parish of, Louisiana/ Sabine,
(Police Jury of) Parish of, Louisiana/
Sabine, (Sheriff of) Parish of,
Louisiana
846. Saint Martinville, City of, Louisiana
847. Shreveport, City of, Louisiana
848. Slidell, City of, Louisiana
849. St. Bernard, Parish of, Louisiana/ St.
Bernard, (Sheriff of) Parish of,
Louisiana
850. St. Bernard Parish School Board,
Louisiana
851. St. Charles, Parish of, Louisiana/ St.
Charles, (Sheriff of) Parish of,
Louisiana
852. St. James, Parish of, Louisiana
853. St. James Parish School Board,
Louisiana
854. St. John the Baptist, Parish of,
Louisiana
519
C-12
855. St. Landry, Parish of, Louisiana/ St.
Landry, (President of) Parish of,
Louisiana/ St. Landry, (Sheriff of)
Parish of, Louisiana
856. St. Martin, Parish of, Louisiana
857. St. Mary, Parish of, Louisiana/ St.
Mary, (Sheriff of) Parish of,
Louisiana
858. St. Mary Parish School Board,
Louisiana
859. St. Tammany Fire Protection District
No. 1, Louisiana
860. St. Tammany Fire Protection District
No. 2, Louisiana
861. St. Tammany Fire Protection District
No. 3, Louisiana
862. St. Tammany Fire Protection District
No. 4, Louisiana
863. St. Tammany Fire Protection District
No. 5, Louisiana
864. St. Tammany Fire Protection District
No. 12, Louisiana
865. St. Tammany Fire Protection District
No. 13, Louisiana
866. St. Tammany, Parish of, Louisiana/
St. Tammany, (Coroner’s Office of)
Parish of, Louisiana/ St. Tammany,
(Sheriff of) Parish of, Louisiana
867. Tensas, Parish of, Louisiana/ Tensas,
(Sheriff of) Parish of, Louisiana
868. Union, Parish of, Louisiana
869. Vermillion, (Police Jury of) Parish
of, Louisiana
870. Vernon, Parish of, Louisiana/
Vernon, (Sheriff of) Parish of,
Louisiana
871. Washington, Parish of, Louisiana/
Washington, (Sheriff of) Parish of,
Louisiana
872. Webster, Parish of, Louisiana
873. West Ascension Parish Hospital
Service District, Louisiana
874. West Baton Rouge Fire Protection
District No. 1, Louisiana
875. West Baton Rouge, Parish of,
Louisiana
876. West Carroll, Parish of, Louisiana/
West Carroll, (Sheriff of) Parish of,
Louisiana
877. West Monroe, Parish of, Louisiana
878. Winn, Parish of, Louisiana/ Winn,
(District Attorney of) Parish of,
Louisiana
879. Androscoggin, County of, Maine
880. Aroostook, County of, Maine
881. Auburn, City of, Maine
882. Augusta, City of, Maine
883. Bangor, City of, Maine
884. Biddeford, City of, Maine
885. Board of Education of Bangor
School Department, Maine
886. Board of Education of Cape
Elizabeth School Department, Maine
887. Board of Education of Ellsworth
School Department, Maine
888. Board of Education of Maine
Regional School Unit 10, Maine
889. Board of Education of Maine
Regional School Unit 13, Maine
890. Board of Education of Maine
Regional School Unit 25, Maine
891. Board of Education of Maine
Regional School Unit 26, Maine
892. Board of Education of Maine
Regional School Unit 29, Maine
893. Board of Education of Maine
Regional School Unit 34, Maine
894. Board of Education of Maine
Regional School Unit 40, Maine
895. Board of Education of Maine
Regional School Unit 50, Maine
896. Board of Education of Maine
Regional School Unit 57, Maine
897. Board of Education of Maine
Regional School Unit 60, Maine
898. Board of Education of Maine
Regional School Unit 71, Maine
899. Board of Education of Maine
Regional School Unit 9, Maine
900. Board of Education of Maine School
Administrative District 11, Maine
520
C-13
901. Board of Education of Maine School
Administrative District 15, Maine
902. Board of Education of Maine School
Administrative District 28/Five
Town Central School District, Maine
903. Board of Education of Maine School
Administrative District 35, Maine
904. Board of Education of Maine School
Administrative District 44, Maine
905. Board of Education of Maine School
Administrative District 53, Maine
906. Board of Education of Maine School
Administrative District 55, Maine
907. Board of Education of Maine School
Administrative District 6, Maine
908. Board of Education of Maine School
Administrative District 61, Maine
909. Board of Education of Maine School
Administrative District 72, Maine
910. Board of Education of Portland
School Department, Maine
911. Board of Education of Scarborough
School Department, Maine
912. Board of Education of South
Portland School Department, Maine
913. Board of Education of St. George
Municipal School District, Maine
914. Board of Education of Waterville
School Department, Maine
915. Calais, City of, Maine
916. Cumberland, County of, Maine
917. Kennebec, County of, Maine
918. Knox, County of, Maine
919. Lewiston, City of, Maine
920. Lincoln, County of, Maine
921. Penobscot, County of, Maine
922. Portland, City of, Maine
923. Rockland, City of, Maine
924. Saco, City of, Maine
925. Sagadahoc, County of, Maine
926. Sanford, City of, Maine
927. Somerset, County of, Maine
928. Waldo, County of, Maine
929. Washington, County of, Maine
930. Waterville, City of, Maine
931. York, County of, Maine
932. Aberdeen, City of, Maryland
933. Allegany, County of, Maryland
934. Baltimore City Board of School
Commissioners, Maryland
935. Bel Air, Town of, Maryland
936. Berlin, Town of, Maryland
937. Bowie, City of, Maryland
938. Calvert, County of, Maryland
939. Cambridge, City of, Maryland
940. Caroline, County of, Maryland
941. Cecil, County of, Maryland
942. Charles, County of, Maryland
943. Charlestown, Town of, Maryland
944. Cumberland, City of, Maryland
945. Dorchester, County of, Maryland
946. Frederick, City of, Maryland
947. Frederick, County of, Maryland
948. Frostburg, City of, Maryland
949. Garrett, County of, Maryland
950. Grantsville, Town of/ City of,
Maryland
951. Hagerstown, City of, Maryland
952. Harford, County of, Maryland
953. Havre De Grace, City of, Maryland
954. Laurel, City of, Maryland
955. Mountain Lake Park, Town of,
Maryland
956. North East, Town of, Maryland
957. Oakland, Town of, Maryland
958. Perryville, Town of, Maryland
959. Prince George’s, County of,
Maryland
960. Rockville, City of, Maryland
961. Seat Pleasant, City of, Maryland
962. Somerset, County of, Maryland
963. St. Mary’s, County of, Maryland
964. Talbot, County of, Maryland
965. Vienna, Town of, Maryland
966. Washington, County of, Maryland
967. Westminster, City of, Maryland
968. Wicomico, County of, Maryland
969. Acushnet, Town of, Massachusetts
970. Agawam, City of, Massachusetts
971. Amesbury, City of, Massachusetts
972. Aquinnah, Town of, Massachusetts
973. Athol, Town of, Massachusetts
521
C-14
974. Auburn, Town of, Massachusetts
975. Ayer, Town of, Massachusetts
976. Barnstable, Town of, Massachusetts
977. Belchertown, Town of,
Massachusetts
978. Beverly, City of, Massachusetts
979. Billerica, Town of, Massachusetts
980. Brewster, Town of, Massachusetts
981. Bridgewater, Town of,
Massachusetts
982. Brockton, City of, Massachusetts
983. Brookline, Town of, Massachusetts
984. Cambridge, City of, Massachusetts
985. Canton, Town of, Massachusetts
986. Carver, Town of, Massachusetts
987. Charlton, Town of, Massachusetts
988. Chelmsford, Town of, Massachusetts
989. Chicopee, City of, Massachusetts
990. Clarksburg, Town of, Massachusetts
991. Clinton, Town of, Massachusetts
992. Danvers, Town of, Massachusetts
993. Dedham, Town of, Massachusetts
994. Dennis, Town of, Massachusetts
995. Douglas, Town of, Massachusetts
996. Dudley, Town of, Massachusetts
997. East Bridgewater, Town of,
Massachusetts
998. Eastham, Town of, Massachusetts
999. Easthampton, City of, Massachusetts
1000. Easton, Town of, Massachusetts
1001. Everett, City of, Massachusetts
1002. Fairhaven, Town of, Massachusetts
1003. Falmouth, Town of, Massachusetts
1004. Fitchburg, City of, Massachusetts
1005. Framingham, City of, Massachusetts
1006. Freetown, Town of, Massachusetts
1007. Georgetown, Town of,
Massachusetts
1008. Gloucester, City of, Massachusetts
1009. Grafton, Town of, Massachusetts
1010. Greenfield, City of, Massachusetts
1011. Hanson, Town of, Massachusetts
1012. Haverhill, City of, Massachusetts
1013. Holliston, Town of, Massachusetts
1014. Holyoke, City of, Massachusetts
1015. Hopedale, Town of, Massachusetts
1016. Hull, Town of, Massachusetts
1017. Kingston, Town of, Massachusetts
1018. Lakeville, Town of, Massachusetts
1019. Leicester, Town of, Massachusetts
1020. Leominster, City of, Massachusetts
1021. Leverett, Town of, Massachusetts
1022. Longmeadow, Town of,
Massachusetts
1023. Lowell, City of, Massachusetts
1024. Ludlow, Town of, Massachusetts
1025. Lunenburg, Town of, Massachusetts
1026. Lynn, City of, Massachusetts
1027. Lynnfield, Town of, Massachusetts
1028. Malden, City of, Massachusetts
1029. Marblehead, Town of, Massachusetts
1030. Marshfield, Town of, Massachusetts
1031. Mashpee, Town of, Massachusetts
1032. Mattapoisett, Town of,
Massachusetts
1033. Medford, City of, Massachusetts
1034. Melrose, City of, Massachusetts
1035. Methuen, City of, Massachusetts
1036. Middleborough, Town of,
Massachusetts
1037. Milford, Town of, Massachusetts
1038. Millbury, Town of, Massachusetts
1039. Millis, Town of, Massachusetts
1040. Natick, Town of, Massachusetts
1041. New Bedford, Town of/ City of,
Massachusetts
1042. Newburyport, City of, Massachusetts
1043. North Adams, City of, Massachusetts
1044. North Andover, Town of,
Massachusetts
1045. North Attleborough, Town of,
Massachusetts
1046. North Reading, Town of,
Massachusetts
1047. Northampton, City of, Massachusetts
1048. Northbridge, Town of,
Massachusetts
1049. Norton, Town of, Massachusetts
1050. Norwell, Town of, Massachusetts
1051. Norwood, Town of, Massachusetts
1052. Orange, Town of, Massachusetts
1053. Oxford, Town of, Massachusetts
522
C-15
1054. Palmer, City of, Massachusetts
1055. Peabody, City of, Massachusetts
1056. Pembroke, Town of, Massachusetts
1057. Pittsfield, City of, Massachusetts
1058. Plainville, Town of, Massachusetts
1059. Plymouth, Town of, Massachusetts
1060. Provincetown, Town of,
Massachusetts
1061. Randolph, Town of/ City of,
Massachusetts
1062. Rehoboth, Town of, Massachusetts
1063. Rockland, Town of, Massachusetts
1064. Salem, City of, Massachusetts
1065. Salisbury, Town of, Massachusetts
1066. Sandwich, Town of, Massachusetts
1067. Scituate, Town of, Massachusetts
1068. Seekonk, Town of, Massachusetts
1069. Sheffield, Town of, Massachusetts
1070. Shirley, Town of, Massachusetts
1071. Somerset, Town of, Massachusetts
1072. South Hadley, Town of,
Massachusetts
1073. Southbridge, City of, Massachusetts
1074. Spencer, Town of, Massachusetts
1075. Springfield, City of, Massachusetts
1076. Stoneham, Town of, Massachusetts
1077. Stoughton, Town of, Massachusetts
1078. Sturbridge, Town of, Massachusetts
1079. Sudbury, Town of, Massachusetts
1080. Sutton, Town of, Massachusetts
1081. Swampscott, Town of,
Massachusetts
1082. Templeton, Town of, Massachusetts
1083. Tewksbury, Town of, Massachusetts
1084. Truro, Town of, Massachusetts
1085. Tyngsborough, Town of,
Massachusetts
1086. Upton, Town of, Massachusetts
1087. Wakefield, Town of, Massachusetts
1088. Walpole, Town of, Massachusetts
1089. Ware, Town of, Massachusetts
1090. Warren, Town of, Massachusetts
1091. Watertown, City of, Massachusetts
1092. Wellfleet, Town of, Massachusetts
1093. West Boylston, Town of,
Massachusetts
1094. West Bridgewater, Town of,
Massachusetts
1095. West Springfield, City of,
Massachusetts
1096. Westborough, Town of,
Massachusetts
1097. Westford, Town of, Massachusetts
1098. Williamsburg, Town of,
Massachusetts
1099. Wilmington, Town of,
Massachusetts
1100. Winchendon, Town of,
Massachusetts
1101. Woburn, City of, Massachusetts
1102. Worcester, City of, Massachusetts
1103. Alcona, County of, Michigan
1104. Alger, County of, Michigan
1105. Alpena, County of, Michigan
1106. Antrim, County of, Michigan
1107. Arenac, County of, Michigan
1108. Baraga, County of, Michigan
1109. Benzie, County of, Michigan
1110. Berrien, County of, Michigan
1111. Branch, County of, Michigan
1112. Calhoun, County of, Michigan
1113. Canton, Charter Township of,
Michigan
1114. Cass, County of, Michigan
1115. Charlevoix, County of, Michigan
1116. Chippewa, County of, Michigan
1117. Clinton, County of, Michigan
1118. Clinton, Village of, Michigan
1119. Crawford, County of, Michigan
1120. Delta, County of, Michigan
1121. Detroit, City of, Michigan
1122. Dickinson, County of, Michigan
1123. East Lansing, City of, Michigan
1124. Eaton, County of, Michigan
1125. Escanaba, City of, Michigan
1126. Genesee, County of, Michigan
1127. Grand Rapids, City of, Michigan
1128. Grand Traverse, County of,
Michigan
1129. Gratiot, County of, Michigan
1130. Hillsdale, County of, Michigan
1131. Houghton, County of, Michigan
523
C-16
1132. Huron Charter Township, Township
of, Michigan
1133. Ingham, County of, Michigan
1134. Ionia, County of, Michigan
1135. Iosco, County of, Michigan
1136. Iron, County of, Michigan
1137. Iron Mountain, City of, Michigan
1138. Isabella, County of, Michigan
1139. Jackson, City of, Michigan
1140. Kalamazoo, County of, Michigan
1141. Kent, County of, Michigan
1142. Lake, County of, Michigan
1143. Lansing, City of, Michigan
1144. Leelanau, County of, Michigan
1145. Lenawee, County of, Michigan
1146. Livingston, County of, Michigan
1147. Livonia, City of, Michigan
1148. Luce, County of, Michigan
1149. Macomb, County of, Michigan
1150. Manistee, County of, Michigan
1151. Marquette, County of, Michigan
1152. Mason, County of, Michigan
1153. Monroe, County of, Michigan
1154. Montcalm, County of, Michigan
1155. Montmorency, County of, Michigan
1156. Muskegon, County of, Michigan
1157. Newaygo, County of, Michigan
1158. Northville, City of, Michigan
1159. Northville, Charter Township of,
Michigan
1160. Oceana, County of, Michigan
1161. Ogemaw, County of, Michigan
1162. Ontongon, County of, Michigan
1163. Osceola, County of, Michigan
1164. Otsego, County of, Michigan
1165. Pittsfield Charter Township,
Township of, Michigan
1166. Pontiac, City of, Michigan
1167. Presque Isle, County of, Michigan
1168. Romulus, City of, Michigan
1169. Roscommon, County of, Michigan
1170. Saginaw, County of, Michigan
1171. Sanilac, County of, Michigan
1172. Sault Ste. Marie, City of, Michigan
1173. Shiawassee, County of, Michigan
1174. St. Clair, County of, Michigan
1175. Traverse, City of, Michigan
1176. Tuscola, County of, Michigan
1177. Van Buren Charter Township,
Township of, Michigan
1178. Washtenaw, County of, Michigan
1179. Wayne, City of, Michigan
1180. Wayne, County of, Michigan
1181. Westland, City of, Michigan
1182. Wexford, County of, Michigan
1183. Anoka, County of, Minnesota
1184. Big Stone, County of, Minnesota
1185. Board of Education of Minnetonka
School District No. 276, Minnesota
1186. Dakota, County of, Minnesota
1187. Douglas, County of, Minnesota
1188. Itasca, County of, Minnesota
1189. McLeod, County of, Minnesota
1190. Meeker, County of, Minnesota
1191. Morrison, County of, Minnesota
1192. Mower, County of, Minnesota
1193. St. Louis, County of, Minnesota
1194. St. Paul, City of, Minnesota
1195. Washington, County of, Minnesota
1196. Winona, County of, Minnesota
1197. Adams, County of, Mississippi
1198. Amite, County of, Mississippi
1199. Amory, City of, Mississippi
1200. Arcola, Town of, Mississippi
1201. Bolivar, County of, Mississippi
1202. Brookhaven, City of, Mississippi
1203. Centreville, Town of, Mississippi
1204. Clarksdale, City of, Mississippi
1205. Columbia, City of, Mississippi
1206. Covington, County of, Mississippi
1207. DeSoto, County of, Mississippi
1208. Forrest, County of, Mississippi
1209. Greenwood, City of, Mississippi
1210. Grenada, City of, Mississippi
1211. Grenada, County of, Mississippi
1212. Gulfport, City of, Mississippi
1213. Harrison, County of, Mississippi
1214. Hattiesburg, City of, Mississippi
1215. Hinds, County of, Mississippi
1216. Holly Springs, City of, Mississippi
1217. Indianola, City of, Mississippi
1218. Issaquena, County of, Mississippi
524
C-17
1219. Iuka, City of, Mississippi
1220. Jackson, City of, Mississippi
1221. Jonestown, Town of, Mississippi
1222. Lafayette, County of, Mississippi
1223. Laurel, City of, Mississippi
1224. Leflore, County of, Mississippi
1225. Lincoln, County of, Mississippi
1226. Long Beach, City of, Mississippi
1227. Lumberton, City of, Mississippi
1228. Madison, County of, Mississippi
1229. Marion, County of, Mississippi
1230. Marshall, County of, Mississippi
1231. Meridian, City of, Mississippi
1232. Monroe, County of, Mississippi
1233. Mound Bayou, City of, Mississippi
1234. Neshoba, County of, Mississippi
1235. New Albany, City of, Mississippi
1236. Pascagoula, City of, Mississippi
1237. Pearl River, County of, Mississippi
1238. Philadelphia, City of, Mississippi
1239. Prentiss, County of, Mississippi
1240. Scott, County of, Mississippi
1241. Stone, County of, Mississippi
1242. Summit, Town of, Mississippi
1243. Sunflower, County of, Mississippi
1244. Tippah, County of, Mississippi
1245. Union, County of, Mississippi
1246. Washington, County of, Mississippi
1247. Wiggins, City of, Mississippi
1248. Audrain, County of, Missouri
1249. Barry, County of, Missouri
1250. Barton, County of, Missouri
1251. Boone, County of, Missouri
1252. Buchanan, County of, Missouri
1253. Butler, County of, Missouri
1254. Callaway, County of, Missouri
1255. Camden, County of, Missouri
1256. Cape Girardeau, County of, Missouri
1257. Cass, County of, Missouri
1258. Chariton, County of, Missouri
1259. Christian, County of, Missouri
1260. Clinton, County of, Missouri
1261. Cole, County of, Missouri
1262. Crawford, County of, Missouri
1263. Dent, County of, Missouri
1264. Douglas, County of, Missouri
1265. Dunklin, County of, Missouri
1266. Franklin, County of, Missouri
1267. Gasconade, County of, Missouri
1268. Greene, County of, Missouri
1269. Harrisonville, Town of, Missouri
1270. Henry, County of, Missouri
1271. Howell, County of, Missouri
1272. Independence, City of, Missouri
1273. Iron, County of, Missouri
1274. Jackson, County of, Missouri
1275. Jasper, County of, Missouri
1276. Jefferson, County of, Missouri
1277. Johnson, County of, Missouri
1278. Joplin, City of, Missouri
1279. Kansas, City of, Missouri
1280. Knox, County of, Missouri
1281. Lafayette, County of, Missouri
1282. Lawrence, County of, Missouri
1283. Lewis, County of, Missouri
1284. Lincoln, County of, Missouri
1285. Livingston, County of, Missouri
1286. Madison, County of, Missouri
1287. Maries, County of, Missouri
1288. McDonald, County of, Missouri
1289. Miller, County of, Missouri
1290. Moniteau, County of, Missouri
1291. Montgomery, County of, Missouri
1292. Morgan, County of, Missouri
1293. Nodaway, County of, Missouri
1294. Osage, County of, Missouri
1295. Ozark, County of, Missouri
1296. Pemiscot, County of, Missouri
1297. Perry, County of, Missouri
1298. Pettis, County of, Missouri
1299. Phelps, County of, Missouri
1300. Pike, County of, Missouri
1301. Polk, County of, Missouri
1302. Pulaski, County of, Missouri
1303. Randolph, County of, Missouri
1304. Ray, County of, Missouri
1305. Reynolds, County of, Missouri
1306. Ripley, County of, Missouri
1307. Schuyler, County of, Missouri
1308. Scott, County of, Missouri
1309. Sedalia, City of, Missouri
1310. Shannon, County of, Missouri
525
C-18
1311. Shelby, County of, Missouri
1312. Springfield, City of, Missouri
1313. St. Charles, County of, Missouri
1314. St. Francois, County of, Missouri
1315. St. Joseph, City of, Missouri
1316. St. Louis, County of, Missouri
1317. Ste. Genevieve, County of, Missouri
1318. Stone, County of, Missouri
1319. Taney, County of, Missouri
1320. Texas, County of, Missouri
1321. Vernon, County of, Missouri
1322. Warren, County of, Missouri
1323. Washington, County of, Missouri
1324. Webster, County of, Missouri
1325. Wright, County of, Missouri
1326. Anaconda-Deer Lodge, County of,
Montana
1327. Cascade, County of, Montana
1328. Gallatin, County of, Montana
1329. Great Falls, City of, Montana
1330. Lake, County of, Montana
1331. Missoula, City of, Montana
1332. Missoula, County of, Montana
1333. Douglas, County of, Nebraska
1334. Lincoln, County of, Nebraska
1335. Sarpy, County of, Nebraska
1336. South Sioux, City of, Nebraska
1337. Carson, City of, Nevada
1338. Churchill, County of, Nevada
1339. Clark, County of, Nevada
1340. Douglas, County of, Nevada
1341. Esmeralda, County of, Nevada
1342. Fernley, City of, Nevada
1343. Henderson, City of, Nevada
1344. Humboldt, County of, Nevada
1345. Las Vegas, City of, Nevada
1346. North Las Vegas, City of, Nevada
1347. Nye, County of, Nevada
1348. Sparks, City of, Nevada
1349. Washoe, County of, Nevada
1350. West Wendover, City of, Nevada
1351. Belknap, County of, New Hampshire
1352. Belmont, Town of, New Hampshire
1353. Berlin, City of, New Hampshire
1354. Board of Education of Goshen
School District, New Hampshire
1355. Board of Education of Kearsarge
Regional School Unit-School
Administrative Unit 65, New
Hampshire
1356. Board of Education of Lebanon
School District, New Hampshire
1357. Board of Education of Pittsfield
School District, New Hampshire
1358. Board of Education of Tamworth
School District, New Hampshire
1359. Carroll, County of, New Hampshire
1360. Cheshire, County of, New
Hampshire
1361. Claremont, City of, New Hampshire
1362. Concord, City of, New Hampshire
1363. Coos, County of, New Hampshire
1364. Derry, Town of, New Hampshire
1365. Franklin, City of, New Hampshire
1366. Grafton, County of, New Hampshire
1367. Hillsborough, County of, New
Hampshire
1368. Keene, City of, New Hampshire
1369. Laconia, City of, New Hampshire
1370. Londonderry, Town of, New
Hampshire
1371. Manchester, City of, New Hampshire
1372. Nashua, City of, New Hampshire
1373. Rochester, City of, New Hampshire
1374. Rockingham, County of, New
Hampshire
1375. Strafford, County of, New
Hampshire
1376. Sullivan, County of, New Hampshire
1377. Barnegat, Township of, New Jersey
1378. Bayonne, City of, New Jersey
1379. Burlington, County of, New Jersey
1380. Clifton, City of, New Jersey
1381. Clinton, Town of, New Jersey
1382. Elizabeth, City of, New Jersey
1383. Hudson, County of, New Jersey
1384. Hunterdon, County of, New Jersey
1385. Ocean, County of, New Jersey
1386. Paramus, Borough of, New Jersey
1387. Ridgefield, Borough of, New Jersey
1388. Saddlebrook, Township of, New
Jersey
526
C-19
1389. Trenton, City of, New Jersey
1390. Vineland, City of, New Jersey
1391. Albany, City of, New York
1392. Allegany, County of, New York
1393. Amityville, Village of, New York
1394. Amsterdam, City of, New York
1395. Auburn, City of, New York
1396. Babylon, Village of, New York
1397. Bellmore Fire District, New York
1398. Bellport, Village of, New York
1399. Board of Education of Rochester
City School District, New York
1400. Brookhaven, Town of, New York
1401. Broome, County of, New York
1402. Buffalo, City of, New York
1403. Centereach Fire District, New York
1404. Centerport Fire District, New York
1405. Clarkstown, Town of, New York
1406. Clinton, County of, New York
1407. Columbia, County of, New York
1408. Cortland, County of, New York
1409. Dutchess, County of, New York
1410. East Hampton, Village of, New York
1411. East Rockaway, Village of, New
York
1412. Erie, County of, New York
1413. Farmingdale, Village of, New York
1414. Floral Park, Village of, New York
1415. Franklin, County of, New York
1416. Fulton, County of, New York
1417. Garden City, Village of, New York
1418. Genesee, County of, New York
1419. Geneva, City of, New York
1420. Great Neck, Village of, New York
1421. Greene, County of, New York
1422. Greenport, Village of, New York
1423. Hamilton, County of, New York
1424. Hauppauge Fire District, New York
1425. Haverstraw, Town of, New York
1426. Hempstead, Town of, New York
1427. Hempstead, Village of, New York
1428. Herkimer, County of, New York
1429. Herkimer, Town of, New York
1430. Hicksville Water District, New York
1431. Huntington, Town of, New York
1432. Island Park, Village of, New York
1433. Islandia, Village of, New York
1434. Islip Terrace Fire District, New York
1435. Islip, Town of, New York
1436. Ithaca, City of, New York
1437. Jefferson, County of, New York
1438. Kingston, City of, New York
1439. Lackawanna, City of, New York
1440. Lake Grove, Village of, New York
1441. Lawrence, Village of, New York
1442. Levittown Fire District, New York
1443. Lewis, County of, New York
1444. Lindenhurst, Village of, New York
1445. Lloyd Harbor, Village of, New York
1446. Long Beach, City of, New York
1447. Lynbrook, Village of, New York
1448. Massapequa Park, Village of, New
York
1449. Melville Fire District, New York
1450. Mill Neck, Village of, New York
1451. Miller Place Fire District, New York
1452. Monroe, County of, New York
1453. Montgomery, County of, New York
1454. Mount Sinai Fire District, New York
1455. Nassau, County of, New York
1456. Nesconset Fire District, New York
1457. New Hyde Park, Village of, New
York
1458. New York, City of, New York
1459. Niagara, County of, New York
1460. Nissequogue, Village of, New York
1461. North Hempstead, Town of, New
York
1462. North Merrick Fire District, New
York
1463. North Patchogue Fire District, New
York
1464. Northport, Village of, New York
1465. Ogdensburg, City of, New York
1466. Old Westbury, Village of, New York
1467. Oneida, County of, New York
1468. Onondaga, County of, New York
1469. Ontario, County of, New York
1470. Orange, County of, New York
1471. Orangetown, Town of, New York
1472. Oswego, County of, New
York
527
C-20
1473. Oyster Bay, Town of, New York
1474. Patchogue, Village of, New York
1475. Plattsburgh, City of, New York
1476. Poquott, Village of, New York
1477. Port Washington North, Village of,
New York
1478. Port Washington Water District,
New York
1479. Poughkeepsie, City of, New York
1480. Poughkeepsie, Town of, New York
1481. Ramapo, Town of, New York
1482. Rensselaer, County of, New York
1483. Ridge Fire District, New York
1484. Riverhead, Town of, New York
1485. Rochester, City of, New York
1486. Rome, City of, New York
1487. Rosalyn Water District, New York
1488. Saltaire, Village of, New York
1489. Saratoga, County of, New York
1490. Saratoga Springs, City of, New York
1491. Schenectady, City of, New York
1492. Schenectady, County of, New
York
1493. Schoharie, County of, New York
1494. Schuyler, County of, New York
1495. Seneca, County of, New York
1496. Smithtown Fire District, New York
1497. Smithtown, Town of, New York
1498. South Farmingdale Fire District,
New York
1499. Southampton, Town of, New York
1500. Southold, Town of, New York
1501. Southwestern Central School
District, New York
1502. St. James Fire District, New York
1503. St. Lawrence, County of, New York
1504. Steuben, County of, New York
1505. Stewart Manor, Village of, New
York
1506. Stony Brook Fire District, New York
1507. Stony Point, City of, New York
1508. Suffern, Village of, New York
1509. Suffolk, County of, New York
1510. Sullivan, County of, New York
1511. Syracuse, City of, New York
1512. The Branch, Village of, New York
1513. Tompkins, County of, New York
1514. Troy, City of, New York
1515. Ulster, County of, New York
1516. Uniondale Fire District, New York
1517. Utica, City of, New York
1518. Valley Stream, Village of, New York
1519. Washington, County of, New York
1520. West Hampton Dunes, Village of,
New York
1521. West Haverstraw, Village of, New
York
1522. Westbury, Village of, New York
1523. Westchester, County of, New York
1524. Wyoming, County of, New York
1525. Yonkers, City of, New York
1526. Alamance, County of, North
Carolina
1527. Alexander, County of, North
Carolina
1528. Anson, County of, North Carolina
1529. Ashe, County of, North Carolina
1530. Beaufort, County of, North Carolina
1531. Bladen, County of, North Carolina
1532. Brunswick, County of, North
Carolina
1533. Buncombe, County of, North
Carolina
1534. Burke, County of, North Carolina
1535. Cabarrus, County of, North Carolina
1536. Caldwell, County of, North Carolina
1537. Camden, County of, North Carolina
1538. Canton, Town of, North Carolina
1539. Carteret, County of, North Carolina
1540. Caswell, County of, North Carolina
1541. Catawba, County of, North Carolina
1542. Chatham, County of, North Carolina
1543. Cherokee, County of, North Carolina
1544. Cleveland, County of, North
Carolina
1545. Columbus, County of, North
Carolina
1546. Craven, County of, North Carolina
1547. Cumberland, County of, North
Carolina
1548. Dare, County of, North Carolina
1549. Davidson, County of, North Carolina
528
C-21
1550. Davie, County of, North Carolina
1551. Duplin, County of, North Carolina
1552. Durham, County of, North Carolina
1553. Fayetteville, City of, North Carolina
1554. Forsyth, County of, North Carolina
1555. Franklin, County of, North Carolina
1556. Gaston, County of, North Carolina
1557. Granville, County of, North Carolina
1558. Greene, County of, North Carolina
1559. Greensboro, City of, North Carolina
1560. Guilford, County of, North Carolina
1561. Halifax, County of, North Carolina
1562. Haywood, County of, North Carolina
1563. Henderson, City of, North Carolina
1564. Hickory, City of, North Carolina
1565. Iredell, County of, North Carolina
1566. Jacksonville, City of, North Carolina
1567. Lee, County of, North Carolina
1568. Lenoir, County of, North Carolina
1569. Lincoln, County of, North Carolina
1570. Martin, County of, North Carolina
1571. McDowell, County of, North
Carolina
1572. Mecklenburg, County of, North
Carolina
1573. Mitchell, County of, North Carolina
1574. Moore, County of, North Carolina
1575. New Hanover, County of, North
Carolina
1576. Onslow, County of, North Carolina
1577. Orange, County of, North Carolina
1578. Pamlico, County of, North Carolina
1579. Pasquotank, County of, North
Carolina
1580. Person, County of, North Carolina
1581. Pitt, County of, North Carolina
1582. Randolph, County of, North Carolina
1583. Richmond, County of, North
Carolina
1584. Robeson, County of, North Carolina
1585. Rockingham, County of, North
Carolina
1586. Rowan, County of, North Carolina
1587. Rutherford, County of, North
Carolina
1588. Sampson, County of, North Carolina
1589. Scotland, County of, North Carolina
1590. Surry, County of, North Carolina
1591. Vance, County of, North Carolina
1592. Watauga, County of, North Carolina
1593. Wayne, County of, North Carolina
1594. Wilkes, County of, North Carolina
1595. Wilmington, City of, North Carolina
1596. Winston-Salem, City of, North
Carolina
1597. Barnes, County of, North Dakota
1598. Benson, County of, North Dakota
1599. Bismarck, City of, North Dakota
1600. Burleigh, County of, North Dakota
1601. Devils Lake, City of, North Dakota
1602. Dickey, County of, North Dakota
1603. Dunn, County of, North Dakota
1604. Eddy, County of, North Dakota
1605. Foster, County of, North Dakota
1606. Grand Forks, County of, North
Dakota
1607. Lamoure, County of, North Dakota
1608. Lisbon, City of, North Dakota
1609. McKenzie, County of, North Dakota
1610. McLean, County of, North Dakota
1611. Mercer, County of, North Dakota
1612. Mountrail, County of, North Dakota
1613. Pembina, County of, North Dakota
1614. Pierce, County of, North Dakota
1615. Ramsey, County of, North Dakota
1616. Ransom, County of, North Dakota
1617. Richland, County of, North Dakota
1618. Rolette, County of, North Dakota
1619. Sargent, County of, North Dakota
1620. Stark, County of, North Dakota
1621. Towner, County of, North Dakota
1622. Walsh, County of, North Dakota
1623. Ward, County of, North Dakota
1624. Wells, County of, North Dakota
1625. Williams, County of, North Dakota
1626. Adams, County of, Ohio
1627. Akron, City of, Ohio
1628. Allen, County of, Ohio
1629. Alliance, City of, Ohio
1630. Ashland, City of, Ohio
1631. Ashland, County of, Ohio
1632. Ashtabula, County of, Ohio
529
C-22
1633. Athens, County of, Ohio
1634. Auglaize, County of, Ohio
1635. Aurora, City of, Ohio
1636. Barberton, City of, Ohio
1637. Belmont, County of, Ohio
1638. Board of Education of Boardman
Local Schools, Ohio
1639. Board of Education of Liberty Local
Schools, Ohio
1640. Boston Heights, Village of, Ohio
1641. Boston, Township of, Ohio
1642. Broadview Heights, City of, Ohio
1643. Brooklyn Heights, Village of, Ohio
1644. Butler, County of, Ohio
1645. Canton, City of, Ohio
1646. Champaign, County of, Ohio
1647. Cincinnati, City of, Ohio
1648. Clermont, County of, Ohio
1649. Cleveland, City of, Ohio
1650. Clinton, County of, Ohio
1651. Clinton, Village of, Ohio
1652. Columbiana, County of, Ohio
1653. Copley, Township of, Ohio
1654. Coshocton, County of, Ohio
1655. Coventry, Township of, Ohio
1656. Crawford, County of, Ohio
1657. Cuyahoga, County of, Ohio
1658. Cuyahoga Falls, City of, Ohio
1659. Darke, County of, Ohio
1660. Dayton, City of, Ohio
1661. Delaware, County of, Ohio
1662. East Cleveland, City of, Ohio
1663. Elyria, City of, Ohio
1664. Erie, County of, Ohio
1665. Euclid, City of, Ohio
1666. Fairfield, City of, Ohio
1667. Fairfield, County of, Ohio
1668. Fairlawn, City of, Ohio
1669. Fayette, County of, Ohio
1670. Findlay, City of, Ohio
1671. Franklin, County of, Ohio
1672. Fulton, County of, Ohio
1673. Gallia, County of, Ohio
1674. Garfield Heights, City of, Ohio
1675. Geauga, County of, Ohio
1676. Green, City of, Ohio
1677. Guernsey, County of, Ohio
1678. Hamilton, City of, Ohio
1679. Hamilton, County of, Ohio
1680. Hancock, County of, Ohio
1681. Harrison, County of, Ohio
1682. Hocking, County of, Ohio
1683. Huron, City of, Ohio
1684. Huron, County of, Ohio
1685. Ironton, City of, Ohio
1686. Jackson, County of, Ohio
1687. Jefferson, County of, Ohio
1688. Kent, City of, Ohio
1689. Knox, County of, Ohio
1690. Lake, County of, Ohio
1691. Lakemore, Village of, Ohio
1692. Lawrence, County of, Ohio
1693. Lebanon, City of, Ohio
1694. Lexington, Village of, Ohio
1695. Licking, County of, Ohio
1696. Lima, City of, Ohio
1697. Logan, County of, Ohio
1698. Lorain, City of, Ohio
1699. Lorain, County of, Ohio
1700. Lucas, County of, Ohio
1701. Lyndhurst, City of, Ohio
1702. Macedonia, City of, Ohio
1703. Marietta, City of, Ohio
1704. Marion, County of, Ohio
1705. Massillon, City of, Ohio
1706. Mayfield Heights, City of, Ohio
1707. Meigs, County of, Ohio
1708. Mercer, County of, Ohio
1709. Middletown, City of, Ohio
1710. Mogadore, Village of, Ohio
1711. Montgomery, (Board of County
Commissioners of) County of, Ohio
1712. Munroe Falls, City of, Ohio
1713. Muskingum, County of, Ohio
1714. New Franklin, City of, Ohio
1715. Newburgh Heights, Village of, Ohio
1716. Noble, County of, Ohio
1717. North Olmsted, City of, Ohio
1718. North Ridgeville, City of, Ohio
1719. North Royalton, City of, Ohio
1720. Norton, City of, Ohio
1721. Olmsted Falls, City of, Ohio
530
C-23
1722. Ottawa, County of, Ohio
1723. Painesville, City of, Ohio
1724. Parma, City of, Ohio
1725. Parma Heights, City of, Ohio
1726. Peninsula, Village of, Ohio
1727. Pike, County of, Ohio
1728. Portage, County of, Ohio
1729. Portsmouth, City of, Ohio
1730. Ravenna, City of, Ohio
1731. Richfield, Village of, Ohio
1732. Ross, County of, Ohio
1733. Sandusky, County of, Ohio
1734. Scioto, County of, Ohio
1735. Seneca, County of, Ohio
1736. Seven Hills, City of, Ohio
1737. Shelby, County of, Ohio
1738. Silver Lake, Village of, Ohio
1739. Springfield, Township of, Ohio
1740. St. Marys, City of, Ohio
1741. Stark, County of, Ohio
1742. Stow, City of, Ohio
1743. Strongsville, City of, Ohio
1744. Summit, County of, Ohio / Summit,
(Public Health District of) County of,
Ohio
1745. Tallmadge, City of, Ohio
1746. Toledo, City of, Ohio
1747. Trumbull, County of, Ohio
1748. Tuscarawas, County of, Ohio
1749. Valley Fire District, Ohio
1750. Van Wert, County of, Ohio
1751. Warren, City of, Ohio
1752. Warrensville Heights, City of, Ohio
1753. Washington, County of, Ohio
1754. Wayne, County of, Ohio
1755. Wickliffe, City of, Ohio
1756. Williams, County of, Ohio
1757. Wyandot, County of, Ohio
1758. Ada, City of, Oklahoma
1759. Altus, City of, Oklahoma
1760. Anadarko, City of, Oklahoma
1761. Atoka, (Board of County
Commissioners of) County of,
Oklahoma
1762. Beckham, (Board of County
Commissioners of) County of,
Oklahoma
1763. Bethany, City of, Oklahoma
1764. Broken Arrow, City of, Oklahoma
1765. Caddo, (Board of County
Commissioners of) County of,
Oklahoma
1766. Choctaw, (Board of County
Commissioners of) County of,
Oklahoma
1767. Cimarron, (Board of County
Commissioners of) County of,
Oklahoma
1768. Cleveland, (Board of County
Commissioners of) County of,
Oklahoma
1769. Coal, (Board of County
Commissioners of) County of,
Oklahoma
1770. Comanche, County of, Oklahoma
1771. Craig, (Board of County
Commissioners of) County of,
Oklahoma
1772. Creek, (Board of County
Commissioners of) County of,
Oklahoma
1773. Custer, (Board of County
Commissioners of) County of,
Oklahoma
1774. Delaware, County of, Oklahoma
1775. Dewey, (Board of County
Commissioners of) County of,
Oklahoma
1776. Edmond, City of, Oklahoma
1777. El Reno, City of, Oklahoma
1778. Elk City, City of, Oklahoma
1779. Enid, City of, Oklahoma
1780. Garvin, County of, Oklahoma
1781. Grady, (Board of County
Commissioners of) County of,
Oklahoma
1782. Greer, (Board of County
Commissioners of) County of,
Oklahoma
1783. Guthrie, City of, Oklahoma
531
C-24
1784. Harmon, (Board of County
Commissioners of) County of,
Oklahoma
1785. Harper, (Board of County
Commissioners of) County of,
Oklahoma
1786. Haskell, (Board of County
Commissioners of) County of,
Oklahoma
1787. Hughes, (Board of County
Commissioners of) County of,
Oklahoma
1788. Jackson, (Board of County
Commissioners of) County of,
Oklahoma
1789. Jefferson, (Board of County
Commissioners of) County of,
Oklahoma
1790. Jenks, City of, Oklahoma
1791. Johnston, (Board of County
Commissioners of) County of,
Oklahoma
1792. Kay, (Board of County
Commissioners of) County of,
Oklahoma
1793. Kiowa, (Board of County
Commissioners of) County of,
Oklahoma
1794. Latimer, (Board of County
Commissioners of) County of,
Oklahoma
1795. Lawton, City of, Oklahoma
1796. LeFlore, (Board of County
Commissioners of) County of,
Oklahoma
1797. Lincoln, (Board of County
Commissioners of) County of,
Oklahoma
1798. Logan, (Board of County
Commissioners of) County of,
Oklahoma
1799. Love, (Board of County
Commissioners of) County of,
Oklahoma
1800. Major, (Board of County
Commissioners of) County of,
Oklahoma
1801. Mayes, (Board of County
Commissioners of) County of,
Oklahoma
1802. McClain, County of, Oklahoma
1803. McCurtain, (Board of County
Commissioners of) County of,
Oklahoma
1804. Midwest City, City of, Oklahoma
1805. Muskogee, City of, Oklahoma
1806. Muskogee, (Board of County
Commissioners of) County of,
Oklahoma
1807. Mustang, City of, Oklahoma
1808. Noble, (Board of County
Commissioners of) County of,
Oklahoma
1809. Nowata, (Board of County
Commissioners of) County of,
Oklahoma
1810. Okfuskee, County of, Oklahoma
1811. Oklahoma City, City of, Oklahoma
1812. Oklahoma, County of, Oklahoma
1813. Okmulgee, (Board of County
Commissioners of) County of,
Oklahoma
1814. Osage, County of, Oklahoma
1815. Ottawa, County of, Oklahoma
1816. Owasso, City of, Oklahoma
1817. Pawnee, County of, Oklahoma
1818. Payne, (Board of County
Commissioners of) County of,
Oklahoma
1819. Pittsburg, (Board of County
Commissioners of) County of,
Oklahoma
1820. Ponca City, City of, Oklahoma
1821. Pottawatomie, (Board of County
Commissioners of) County of,
Oklahoma
1822. Roger Mills, (Board of County
Commissioners of) County of,
Oklahoma
532
C-25
1823. Rogers, (Board of County
Commissioners of) County of,
Oklahoma
1824. Seminole, City of, Oklahoma
1825. Seminole, County of, Oklahoma
1826. Shawnee, City of, Oklahoma
1827. Stephens, (Board of County
Commissioners of) County of,
Oklahoma
1828. Texas, (Board of County
Commissioners of) County of,
Oklahoma
1829. Tillman, County of, Oklahoma
1830. Tulsa, City of, Oklahoma
1831. Tulsa, County of, Oklahoma
1832. Washington, (Board of County
Commissioners of) County of,
Oklahoma
1833. Woods, (Board of County
Commissioners of) County of,
Oklahoma
1834. Woodward, (Board of County
Commissioners of) County of,
Oklahoma
1835. Yukon, City of, Oklahoma
1836. Clackamas, County of, Oregon
1837. Clatsop, County of, Oregon
1838. Columbia, County of, Oregon
1839. Coos, County of, Oregon
1840. Jackson, County of, Oregon
1841. Josephine, County of, Oregon
1842. Lane, County of, Oregon
1843. Multnomah, County of, Oregon
1844. Portland, City of, Oregon
1845. Washington, County of, Oregon
1846. Yamhill, County of, Oregon
1847. Adams, County of, Pennsylvania
1848. Allegheny, (District Attorney of)
County of, Pennsylvania
1849. Armstrong, County of, Pennsylvania
1850. Beaver, County of, Pennsylvania/
Beaver, (District Attorney of)
County of, Pennsylvania
1851. Bedford, County of, Pennsylvania
1852. Bensalem, Township of,
Pennsylvania
1853. Berks, (District Attorney of) County
of, Pennsylvania
1854. Bradford, County of, Pennsylvania
1855. Bristol, Township of, Pennsylvania
1856. Bucks, County of, Pennsylvania/
Bucks, (District Attorney of) County
of, Pennsylvania
1857. Cambria, County of, Pennsylvania
1858. Carbon, County of, Pennsylvania
1859. Chester, (District Attorney of)
County of, Pennsylvania
1860. Clarion, County of, Pennsylvania
1861. Clearfield, (District Attorney of)
County of, Pennsylvania
1862. Clinton, County of, Pennsylvania
1863. Coatesville, City of, Pennsylvania
1864. Columbia, County of, Pennsylvania
1865. Dauphin, County of, Pennsylvania/
Dauphin, (District Attorney of)
County of, Pennsylvania
1866. Delaware, County of, Pennsylvania/
Delaware, (District Attorney of)
County of, Pennsylvania
1867. Edwardsville, Borough of,
Pennsylvania
1868. Erie, County of, Pennsylvania/ Erie,
(District Attorney of) County of,
Pennsylvania
1869. Exeter, Township of, Pennsylvania
1870. Fairview, Township of, Pennsylvania
1871. Fayette, County of, Pennsylvania
1872. Forty Fort, Borough of, Pennsylvania
1873. Franklin, County of, Pennsylvania
1874. Greene, County of, Pennsylvania
1875. Hanover, Township of, Pennsylvania
1876. Hazleton, City of, Pennsylvania
1877. Huntington, County of, Pennsylvania
1878. Indiana, County of, Pennsylvania
1879. Kingston, Borough of, Pennsylvania
1880. Lackawanna, County of,
Pennsylvania
1881. Lawrence, County of, Pennsylvania/
Lawrence, (District Attorney of)
County of, Pennsylvania
533
C-26
1882. Lehigh, County of, Pennsylvania/
Lehigh, (District Attorney of)
County of, Pennsylvania
1883. Lock Haven, City of, Pennsylvania
1884. Lower Makefield, Township of,
Pennsylvania
1885. Luzerne, County of, Pennsylvania
1886. Lycoming, County of, Pennsylvania
1887. Mercer, County of, Pennsylvania
1888. Middletown, Township of,
Pennsylvania
1889. Monroe, County of, Pennsylvania
1890. Morrisville, Borough of,
Pennsylvania
1891. Nanticoke, City of, Pennsylvania
1892. Newtown, Township of,
Pennsylvania
1893. Norristown, Municipality of,
Pennsylvania
1894. Northampton, (District Attorney of)
County of, Pennsylvania
1895. Northumberland, County of,
Pennsylvania
1896. Philadelphia, City of/ County of,
Pennsylvania/ Philadelphia, (District
Attorney of) City of/ County of,
Pennsylvania
1897. Pike, County of, Pennsylvania
1898. Pittsburgh, City of, Pennsylvania
1899. Plains Township, Township of,
Pennsylvania
1900. Schuylkill, County of, Pennsylvania
1901. Sugar Notch, Borough of,
Pennsylvania
1902. Tioga, County of, Pennsylvania
1903. Warminster, Township of,
Pennsylvania
1904. Warrington, Township of,
Pennsylvania
1905. Washington, County of,
Pennsylvania
1906. West Norriton, Township of,
Pennsylvania
1907. West Pittston, Borough of,
Pennsylvania
1908. Westmoreland, County of,
Pennsylvania/ Westmoreland,
(District Attorney of) County of,
Pennsylvania
1909. Wilkes-Barre, City of, Pennsylvania
1910. Wilkes-Barre, Township of,
Pennsylvania
1911. Wright, Township of, Pennsylvania
1912. Wyoming, Borough of, Pennsylvania
1913. Wyoming, County of, Pennsylvania/
Wyoming, (District Attorney of)
County of, Pennsylvania
1914. Aibonito, Municipality of, Puerto
Rico
1915. Aguada, Municipality of, Puerto
Rico
1916. Aguadilla, Municipality of, Puerto
Rico
1917. Anasco, Municipality of, Puerto Rico
1918. Barranquitas, Municipality of, Puerto
Rico
1919. Cabo Rojo, Municipality of, Puerto
Rico
1920. Camuy, Municipality of, Puerto Rico
1921. Canovanas, Municipality of, Puerto
Rico
1922. Cayey, Municipality of, Puerto Rico
1923. Comerio, Municipality of, Puerto
Rico
1924. Dorado, Municipality of, Puerto Rico
1925. Fajardo, Municipality of, Puerto
Rico
1926. Guanica, Municipality of, Puerto
Rico
1927. Guayanilla, Municipality of, Puerto
Rico
1928. Hatillo, Municipality of, Puerto Rico
1929. Isabela, Municipality of, Puerto Rico
1930. Jayuya, Municipality of, Puerto Rico
1931. Juana Diaz, Municipality of, Puerto
Rico
1932. Juncos, Municipality of, Puerto Rico
1933. Lares, Municipality of, Puerto Rico
1934. Las Marias, Municipality of, Puerto
Rico
1935. Loiza, Municipality of, Puerto Rico
534
C-27
1936. Manati, Municipality of, Puerto Rico
1937. Maricao, Municipality of, Puerto
Rico
1938. Moca, Municipality of, Puerto Rico
1939. Morovis, Municipality of, Puerto
Rico
1940. Orocovis, Municipality of, Puerto
Rico
1941. Penuelas, Municipality of, Puerto
Rico
1942. Ponce, Municipality of, Puerto Rico
1943. Quebradillas, Municipality of, Puerto
Rico
1944. Rincon, Municipality of, Puerto Rico
1945. Rio Grande, Municipality of, Puerto
Rico
1946. Sabana Grande, Municipality of,
Puerto Rico
1947. Salinas, Municipality of, Puerto Rico
1948. San German, Municipality of, Puerto
Rico
1949. San Juan, Municipality of, Puerto
Rico
1950. San Lorenzo, Municipality of, Puerto
Rico
1951. Santa Isabel, Municipality of, Puerto
Rico
1952. Vega Alta, Municipality of, Puerto
Rico
1953. Yabucoa, Municipality of, Puerto
Rico
1954. Burrillville, Town of, Rhode Island
1955. Central Falls, City of, Rhode Island
1956. Charlestown, Town of, Rhode Island
1957. Coventry, Town of, Rhode Island
1958. Cranston, City of, Rhode Island
1959. Cumberland, Town of, Rhode Island
1960. East Greenwich, Town of, Rhode
Island
1961. East Providence, City of, Rhode
Island
1962. Foster, Town of, Rhode Island
1963. Glocester, Town of, Rhode Island
1964. Hopkinton, Town of, Rhode Island
1965. Jamestown, Town of, Rhode Island
1966. Johnston, Town of, Rhode Island
1967. Middletown, Town of, Rhode Island
1968. Narragansett, Town of, Rhode Island
1969. Newport, City of, Rhode Island
1970. North Kingstown, Town of, Rhode
Island
1971. North Providence, Town of, Rhode
Island
1972. Pawtucket, City of, Rhode Island
1973. Portsmouth, Town of, Rhode Island
1974. Richmond, Town of, Rhode Island
1975. Scituate, Town of, Rhode Island
1976. Smithfield, Town of, Rhode Island
1977. South Kingstown, Town of, Rhode
Island
1978. Warwick, City of, Rhode Island
1979. West Greenwich, Town of, Rhode
Island
1980. West Warwick, Town of, Rhode
Island
1981. Westerly, Town of, Rhode Island
1982. Woonsocket, City of, Rhode Island
1983. Abbeville, County of, South Carolina
1984. Aiken, County of, South Carolina
1985. Allendale, County of, South Carolina
1986. Anderson, County of, South Carolina
1987. Bamberg, County of, South Carolina
1988. Barnwell, County of, South Carolina
1989. Beaufort, County of, South Carolina
1990. Berkeley, County of, South Carolina
1991. Calhoun, County of, South Carolina
1992. Charleston, City of, South Carolina
1993. Charleston, County of, South
Carolina
1994. Cherokee, County of, South Carolina
1995. Chester, City of, South Carolina
1996. Chester, County of, South Carolina
1997. Chesterfield, County of, South
Carolina
1998. Clarendon, County of, South
Carolina
1999. Colleton, County of, South Carolina
2000. Dillon, County of, South Carolina
2001. Dorchester, County of, South
Carolina
2002. Edgefield, County of, South Carolina
2003. Fairfield, County of, South Carolina
535
C-28
2004. Florence, County of, South Carolina
2005. Georgetown, City of, South Carolina
2006. Georgetown, County of, South
Carolina
2007. Greenville, County of, South
Carolina
2008. Greenwood, County of, South
Carolina
2009. Hampton, County of, South Carolina
2010. Horry, County of, South Carolina
2011. Jasper, County of, South Carolina
2012. Kershaw, County of, South Carolina
2013. Lancaster, County of, South Carolina
2014. Laurens, County of, South Carolina
2015. Lee, County of, South Carolina
2016. Lexington, County of, South
Carolina
2017. Marion, County of, South Carolina
2018. Marlboro, County of, South Carolina
2019. McCormick, County of, South
Carolina
2020. Mt. Pleasant, Town of, South
Carolina
2021. Myrtle Beach, City of, South
Carolina
2022. Newberry, County of, South
Carolina
2023. North Charleston, City of, South
Carolina
2024. Oconee, County of, South Carolina
2025. Orangeburg, City of, South Carolina
2026. Orangeburg, County of, South
Carolina
2027. Pickens, County of, South Carolina
2028. Richland, County of, South Carolina
2029. Saluda, County of, South Carolina
2030. Spartanburg, County of, South
Carolina
2031. Summerville, Town of, South
Carolina
2032. Sumter, County of, South Carolina
2033. Union, County of, South Carolina
2034. Williamsburg, County of, South
Carolina
2035. York, County of, South Carolina
2036. Pennington, County of, South
Dakota
2037. Alexandria, Town of, Tennessee
2038. Algood, City of, Tennessee
2039. Anderson, County of, Tennessee
2040. Arlington, Town of, Tennessee
2041. Baxter, Town of, Tennessee
2042. Bedford, County of, Tennessee
2043. Bledsoe, County of, Tennessee
2044. Blount, County of, Tennessee
2045. Bradley, County of, Tennessee
2046. Campbell, County of, Tennessee
2047. Celina, City of, Tennessee
2048. Centertown, Town of, Tennessee
2049. Claiborne, County of, Tennessee
2050. Clarksville, City of, Tennessee
2051. Clay, County of, Tennessee
2052. Clifton, City of, Tennessee
2053. Cocke, County of, Tennessee
2054. Columbia, City of, Tennessee
2055. Cookeville, City of, Tennessee
2056. Cornersville, Town of, Tennessee
2057. Crossville, City of, Tennessee
2058. Cumberland, County of, Tennessee
2059. Dekalb, County of, Tennessee
2060. Eagleville, City of, Tennessee
2061. Fayetteville, City of, Tennessee
2062. Fentress, County of, Tennessee
2063. Franklin, County of, Tennessee
2064. Gatlinburg, City of, Tennessee
2065. Giles, County of, Tennessee
2066. Grainger, County of, Tennessee
2067. Greene, County of, Tennessee
2068. Grundy, County of, Tennessee
2069. Hamblen County Board of
Education, Tennessee
2070. Hamilton, County of, Tennessee
2071. Hancock County Board of
Education, Tennessee
2072. Hawkins, County of, Tennessee
2073. Haywood, County of, Tennessee
2074. Henderson, County of, Tennessee
2075. Jefferson, County of, Tennessee
2076. Knox, County of, Tennessee
2077. Knoxville, City of, Tennessee
2078. La Vergene, City of, Tennessee
536
C-29
2079. Lauderdale, County of, Tennessee
2080. Lewisburg, City of, Tennessee
2081. Lexington, City of, Tennessee
2082. Loudon, County of, Tennessee
2083. Madison, County of, Tennessee
2084. Marion, County of, Tennessee
2085. Marshall, County of, Tennessee
2086. McMinn, County of, Tennessee
2087. Meigs, County of, Tennessee
2088. Millington, City of, Tennessee
2089. Monroe, County of, Tennessee
2090. Montgomery, County of, Tennessee
2091. Moore, County of, Tennessee
2092. Mount Pleasant, City of, Tennessee
2093. Murfreesboro, City of, Tennessee
2094. Pickett, County of, Tennessee
2095. Polk, County of, Tennessee
2096. Putnam, County of, Tennessee
2097. Rhea, County of, Tennessee
2098. Roane, County of, Tennessee
2099. Rutherford, County of, Tennessee
2100. Rutledge, City of, Tennessee
2101. Scott, County of, Tennessee
2102. Sequatchie, County of, Tennessee
2103. Sevier, County of, Tennessee
2104. Shelbyville, City of, Tennessee
2105. Smith, County of, Tennessee
2106. Smithville, City of, Tennessee
2107. Sparta, City of, Tennessee
2108. Spencer, City of, Tennessee
2109. Spring Hill, City of, Tennessee
2110. Union, County of, Tennessee
2111. Van Buren, County of, Tennessee
2112. Warren, County of, Tennessee
2113. Wartrace, Town of, Tennessee
2114. Washington, County of, Tennessee
2115. Wayne, County of, Tennessee
2116. White, County of, Tennessee
2117. Williamson, County of, Tennessee
2118. Angelina, County of, Texas
2119. Bailey, County of, Texas
2120. Bexar, County of, Texas
2121. Bowie, County of, Texas
2122. Bowie, Town of, Texas
2123. Brazos, County of, Texas
2124. Burleson, County of, Texas
2125. Cherokee, County of, Texas
2126. Childress, County of, Texas
2127. Clay, County of, Texas
2128. Coryell, County of, Texas
2129. Dallas, County of, Texas
2130. Duval, County of, Texas
2131. Eagle Pass, City of, Texas
2132. Ellis, County of, Texas
2133. Freestone, County of, Texas
2134. Henderson, County of, Texas
2135. Jim Hogg, County of, Texas
2136. Jim Wells, County of, Texas
2137. Johnson, County of, Texas
2138. Jones, County of, Texas
2139. Kaufman, County of, Texas
2140. Kendall, County of, Texas
2141. Kleberg, County of, Texas
2142. Lamar, County of, Texas
2143. Laredo, City of, Texas
2144. Maverick, County of, Texas
2145. McLennan, County of, Texas
2146. Montgomery, County of, Texas
2147. Nolan, County of, Texas
2148. Polk, County of, Texas
2149. Rockwall, County of, Texas
2150. Rusk, County of, Texas
2151. San Antonio, City of, Texas
2152. Smith, County of, Texas
2153. Stephens, County of, Texas
2154. Tarrant, County of, Texas
2155. Titus, County of, Texas
2156. Upshur, County of, Texas
2157. Webb, County of, Texas
2158. Wichita, County of, Texas
2159. Williamson, County of, Texas
2160. Zavala, County of, Texas
2161. Beaver, County of, Utah
2162. Cache, County of, Utah
2163. Daggett, County of, Utah
2164. Duchesne, County of, Utah
2165. Emery, County of, Utah
2166. Garfield, County of, Utah
2167. Juab, County of, Utah
2168. Kane, County of, Utah
2169. Piute, County of, Utah
2170. Rich, County of, Utah
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2171. Salt Lake, County of, Utah
2172. Sevier, County of, Utah
2173. Summit, County of, Utah
2174. Tooele, County of, Utah
2175. Uintah, County of, Utah
2176. Utah, County of, Utah
2177. Wasatch, County of, Utah
2178. Washington, County of, Utah
2179. Wayne, County of, Utah
2180. Weber, County of, Utah
2181. Bennington, Town of, Vermont
2182. St. Albans, City of, Vermont
2183. Accomack, County of, Virginia
2184. Alexandria, City of, Virginia
2185. Alleghany, County of, Virginia
2186. Amherst, County of, Virginia
2187. Arlington, County of, Virginia
2188. Botetourt, County of, Virginia
2189. Bristol, City of, Virginia
2190. Buena Vista, City of, Virginia
2191. Charlotte, County of, Virginia
2192. Chesapeake, City of, Virginia
2193. Chesterfield, County of, Virginia
2194. Covington, City of, Virginia
2195. Culpeper, County of, Virginia
2196. Cumberland, County of, Virginia
2197. Danville, City of, Virginia
2198. Dickenson, County of, Virginia
2199. Dinwiddie, County of, Virginia
2200. Emporia, City of, Virginia
2201. Fairfax, City of, Virginia
2202. Fairfax, County of, Virginia
2203. Fauquier, County of, Virginia
2204. Floyd, County of, Virginia
2205. Franklin, County of, Virginia
2206. Frederick, County of, Virginia
2207. Fredericksburg, City of, Virginia
2208. Galax, City of, Virginia
2209. Giles, County of, Virginia
2210. Goochland, County of, Virginia
2211. Greensville, County of, Virginia
2212. Halifax, County of, Virginia
2213. Henrico, County of, Virginia
2214. Henry, County of, Virginia
2215. Hopewell, City of, Virginia
2216. Isle of Wight, County of, Virginia
2217. King and Queen, County of, Virginia
2218. Lee, County of, Virginia
2219. Lexington, City of, Virginia
2220. Loudoun, County of, Virginia
2221. Louisa, County of, Virginia
2222. Madison, County of, Virginia
2223. Mecklenburg, County of, Virginia
2224. Montgomery, County of, Virginia
2225. Norfolk, City of, Virginia
2226. Northampton, County of, Virginia
2227. Northumberland, County of, Virginia
2228. Norton, City of, Virginia
2229. Page, County of, Virginia
2230. Patrick, County of, Virginia
2231. Pittsylvania, County of, Virginia
2232. Prince George, County of, Virginia
2233. Prince William, County of, Virginia
2234. Pulaski, County of, Virginia
2235. Radford, City of, Virginia
2236. Richmond, City of, Virginia
2237. Richmond, County of, Virginia
2238. Roanoke, City of, Virginia
2239. Roanoke, County of, Virginia
2240. Rockbridge, County of, Virginia
2241. Russell, County of, Virginia
2242. Salem, City of, Virginia
2243. Scott, County of, Virginia
2244. Shenandoah, County of, Virginia
2245. Smyth, County of, Virginia
2246. Stafford, County of, Virginia
2247. Tazewell, County of, Virginia
2248. Virginia Beach, City of, Virginia
2249. Warren, County of, Virginia
2250. Washington, County of, Virginia
2251. Waynesboro, City of, Virginia
2252. Westmoreland, County of, Virginia
2253. Winchester, City of, Virginia
2254. Wise, County of, Virginia
2255. Wythe, County of, Virginia
2256. Anacortes, City of, Washington
2257. Bainbridge Island, City of,
Washington
2258. Burlington, City of, Washington
2259. Chelan, County of, Washington
2260. Clark, County of, Washington
2261. Clallam, County of, Washington
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C-31
2262. Everett, City of, Washington
2263. Franklin, County of, Washington
2264. Island, County of, Washington
2265. Jefferson, County of, Washington
2266. Kent, City of, Washington
2267. King, County of, Washington
2268. Kirkland, City of, Washington
2269. Kitsap, County of, Washington
2270. Lakewood, City of, Washington
2271. Lewis, County of, Washington
2272. Pierce, County of, Washington
2273. Skagit, County of, Washington
2274. Spokane, City of, Washington
2275. Spokane, County of, Washington
2276. Snohomish, County of, Washington
2277. Tacoma, City of, Washington
2278. Thurston, County of, Washington
2279. Walla Walla, County of, Washington
2280. Whitman, County of, Washington
2281. Adams, County of, Wisconsin
2282. Ashland, County of, Wisconsin
2283. Barron, County of, Wisconsin
2284. Bayfield, County of, Wisconsin
2285. Brown, County of, Wisconsin
2286. Buffalo, County of, Wisconsin
2287. Burnett, County of, Wisconsin
2288. Calumet, County of, Wisconsin
2289. Chippewa, County of, Wisconsin
2290. Clark, County of, Wisconsin
2291. Columbia, County of, Wisconsin
2292. Crawford, County of, Wisconsin
2293. Dane, County of, Wisconsin
2294. Dodge, County of, Wisconsin
2295. Door, County of, Wisconsin
2296. Douglas, County of, Wisconsin
2297. Dunn, County of, Wisconsin
2298. Eau Claire, County of, Wisconsin
2299. Florence, County of, Wisconsin
2300. Fond du Lac, County of, Wisconsin
2301. Forest, County of, Wisconsin
2302. Grant, County of, Wisconsin
2303. Green, County of, Wisconsin
2304. Green Lake, County of, Wisconsin
2305. Iowa, County of, Wisconsin
2306. Iron, County of, Wisconsin
2307. Jackson, County of, Wisconsin
2308. Jefferson, County of, Wisconsin
2309. Juneau, County of, Wisconsin
2310. Kenosha, City of, Wisconsin
2311. Kenosha, County of, Wisconsin
2312. Kewaunee, County of, Wisconsin
2313. La Crosse, County of, Wisconsin
2314. Lafayette, County of, Wisconsin
2315. Langlade, County of, Wisconsin
2316. Lincoln, County of, Wisconsin
2317. Manitowoc, County of, Wisconsin
2318. Marathon, County of, Wisconsin
2319. Marinette, County of, Wisconsin
2320. Marquette, County of, Wisconsin
2321. Menominee, County of, Wisconsin
2322. Milwaukee, City of, Wisconsin
2323. Milwaukee, County of, Wisconsin
2324. Monroe, County of, Wisconsin
2325. Oconto, County of, Wisconsin
2326. Oneida, County of, Wisconsin
2327. Outagamie, County of, Wisconsin
2328. Ozaukee, County of, Wisconsin
2329. Pepin, County of, Wisconsin
2330. Pierce, County of, Wisconsin
2331. Pleasant Prairie, Village of,
Wisconsin
2332. Portage, County of, Wisconsin
2333. Price, County of, Wisconsin
2334. Racine, County of, Wisconsin
2335. Richland, County of, Wisconsin
2336. Rock, County of, Wisconsin
2337. Rusk, County of, Wisconsin
2338. Sauk, County of, Wisconsin
2339. Sawyer, County of, Wisconsin
2340. Shawano, County of, Wisconsin
2341. Sheboygan, County of, Wisconsin
2342. St. Croix, County of, Wisconsin
2343. Taylor, County of, Wisconsin
2344. Trempealeau, County of, Wisconsin
2345. Vernon, County of, Wisconsin
2346. Vilas, County of, Wisconsin
2347. Walworth, County of, Wisconsin
2348. Washburn, County of, Wisconsin
2349. Washington, County of, Wisconsin
2350. Waukesha, County of, Wisconsin
2351. Waupaca, County of, Wisconsin
2352. Waushara, County of, Wisconsin
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2353. Winnebago, County of, Wisconsin
2354. Wood, County of, Wisconsin
2355. Carbon, County of, Wyoming
2356. Casper, City of, Wyoming
2357. Cheyenne, City of, Wyoming
2358. Green River, City of, Wyoming
2359. Riverton, City of, Wyoming
2360. Rock Springs, City of, Wyoming
2361. Sweetwater, County of, Wyoming
540
D-1
EXHIBIT D
[Intentionally Omitted]
541
E-1
EXHIBIT E
List of Opioid Remediation Uses
Schedule A
Core Strategies
Settling States and Participating Subdivisions listed on Exhibit G may choose from among the abatement strategies listed in Schedule B. However, priority may be given to the following core abatement strategies (“Core Strategies”).1
A. NALOXONE OR OTHER FDA-APPROVED DRUG TO
REVERSE OPIOID OVERDOSES
1. Expand training for first responders, schools, community support groups and families; and
2. Increase distribution to individuals who are uninsured or whose insurance does not cover the needed service.
B. MEDICATION-ASSISTED TREATMENT (“MAT”)
DISTRIBUTION AND OTHER OPIOID-RELATED
TREATMENT
1. Increase distribution of MAT to individuals who are
uninsured or whose insurance does not cover the needed
service;
2. Provide education to school-based and youth-focused
programs that discourage or prevent misuse;
3. Provide MAT education and awareness training to
healthcare providers, EMTs, law enforcement, and other
first responders; and
4. Provide treatment and recovery support services such as residential and inpatient treatment, intensive outpatient treatment, outpatient therapy or counseling, and recovery housing that allow or integrate medication and with other support services.
1 As used in this Schedule A, words like “expand,” “fund,” “provide” or the like shall not indicate a preference for new or existing programs.
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E-2
C. PREGNANT & POSTPARTUM WOMEN
1. Expand Screening, Brief Intervention, and Referral to Treatment (“SBIRT”) services to non-Medicaid eligible or uninsured pregnant women;
2. Expand comprehensive evidence-based treatment and
recovery services, including MAT, for women with
cooccurring Opioid Use Disorder (“OUD”) and other
Substance Use Disorder (“SUD”)/Mental Health disorders
for uninsured individuals for up to 12 months postpartum; and
3. Provide comprehensive wrap-around services to individuals with OUD, including housing, transportation, job
placement/training, and childcare.
D. EXPANDING TREATMENT FOR NEONATAL
ABSTINENCE SYNDROME (“NAS”)
1. Expand comprehensive evidence-based and recovery
support for NAS babies;
2. Expand services for better continuum of care with infantneed dyad; and
3. Expand long-term treatment and services for medical
monitoring of NAS babies and their families.
E. EXPANSION OF WARM HAND-OFF PROGRAMS AND
RECOVERY SERVICES
1. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments;
2. Expand warm hand-off services to transition to recovery services;
3. Broaden scope of recovery services to include co-occurring SUD or mental health conditions;
4. Provide comprehensive wrap-around services to individuals in recovery, including housing, transportation, job
placement/training, and childcare; and
5. Hire additional social workers or other behavioral health workers to facilitate expansions above.
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E-3
F. TREATMENT FOR INCARCERATED POPULATION
1. Provide evidence-based treatment and recovery support, including MAT for persons with OUD and co-occurring
SUD/MH disorders within and transitioning out of the
criminal justice system; and
2. Increase funding for jails to provide treatment to inmates with OUD.
G. PREVENTION PROGRAMS
1. Funding for media campaigns to prevent opioid use (similar to the FDA’s “Real Cost” campaign to prevent youth from misusing tobacco);
2. Funding for evidence-based prevention programs in
schools;
3. Funding for medical provider education and outreach
regarding best prescribing practices for opioids consistent with CDC guidelines, including providers at hospitals
(academic detailing);
4. Funding for community drug disposal programs; and
5. Funding and training for first responders to participate in prearrest diversion programs, post-overdose response
teams, or similar strategies that connect at-risk individuals to behavioral health services and supports.
H. EXPANDING SYRINGE SERVICE PROGRAMS
1. Provide comprehensive syringe services programs with more wrap-around services, including linkage to OUD
treatment, access to sterile syringes and linkage to care and treatment of infectious diseases.
I. EVIDENCE-BASED DATA COLLECTION AND
RESEARCH ANALYZING THE EFFECTIVENESS OF THE
ABATEMENT STRATEGIES WITHIN THE STATE
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E-4
Schedule B
Approved Uses
Support treatment of Opioid Use Disorder (OUD) and any co-occurring Substance Use Disorder or Mental Health (SUD/MH) conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:
PART ONE: TREATMENT
A. TREAT OPIOID USE DISORDER (OUD)
Support treatment of Opioid Use Disorder (“OUD”) and any co-occurring Substance Use Disorder or Mental Health (“SUD/MH”) conditions through evidence-based or evidenceinformed programs or strategies that may include, but are not limited to, those that: 2
1. Expand availability of treatment for OUD and any co-occurring SUD/MH conditions, including all forms of Medication-Assisted Treatment (“MAT”) approved by the U.S. Food and Drug Administration.
2. Support and reimburse evidence-based services that adhere to the American Society of Addiction Medicine (“ASAM”) continuum of care for OUD and any cooccurring SUD/MH conditions.
3. Expand telehealth to increase access to treatment for OUD and any co-occurring SUD/MH conditions, including MAT, as well as counseling, psychiatric support, and other treatment and recovery support services.
4. Improve oversight of Opioid Treatment Programs (“OTPs”) to assure evidencebased or evidence-informed practices such as adequate methadone dosing and low threshold approaches to treatment.
5. Support mobile intervention, treatment, and recovery services, offered by qualified professionals and service providers, such as peer recovery coaches, for persons with OUD and any co-occurring SUD/MH conditions and for persons who have experienced an opioid overdose.
6. Provide treatment of trauma for individuals with OUD (e.g., violence, sexual assault, human trafficking, or adverse childhood experiences) and family members (e.g., surviving family members after an overdose or overdose fatality), and training of health care personnel to identify and address such trauma.
7. Support evidence-based withdrawal management services for people with OUD and any co-occurring mental health conditions.
2 As used in this Schedule B, words like “expand,” “fund,” “provide” or the like shall not indicate a preference for new or existing programs.
545
E-5
8. Provide training on MAT for health care providers, first responders, students, or other supporting professionals, such as peer recovery coaches or recovery outreach specialists, including telementoring to assist community-based providers in rural or underserved areas.
9. Support workforce development for addiction professionals who work with persons with OUD and any co-occurring SUD/MH conditions.
10. Offer fellowships for addiction medicine specialists for direct patient care, instructors, and clinical research for treatments.
11. Offer scholarships and supports for behavioral health practitioners or workers involved in addressing OUD and any co-occurring SUD/MH or mental health conditions, including, but not limited to, training, scholarships, fellowships, loan repayment programs, or other incentives for providers to work in rural or underserved areas.
12. Provide funding and training for clinicians to obtain a waiver under the federal Drug Addiction Treatment Act of 2000 (“DATA 2000”) to prescribe MAT for OUD, and provide technical assistance and professional support to clinicians who have obtained a DATA 2000 waiver.
13. Disseminate web-based training curricula, such as the American Academy of Addiction Psychiatry’s Provider Clinical Support Service-Opioids web-based training curriculum and motivational interviewing.
14. Develop and disseminate new curricula, such as the American Academy of Addiction Psychiatry’s Provider Clinical Support Service for Medication-Assisted Treatment.
B. SUPPORT PEOPLE IN TREATMENT AND RECOVERY
Support people in recovery from OUD and any co-occurring SUD/MH conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the programs or strategies that:
1. Provide comprehensive wrap-around services to individuals with OUD and any cooccurring SUD/MH conditions, including housing, transportation, education, job placement, job training, or childcare.
2. Provide the full continuum of care of treatment and recovery services for OUD and any co-occurring SUD/MH conditions, including supportive housing, peer support services and counseling, community navigators, case management, and connectionsto community-based services.
3. Provide counseling, peer-support, recovery case management and residential treatment with access to medications for those who need it to persons with OUD and any co-occurring SUD/MH conditions.
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E-6
4. Provide access to housing for people with OUD and any co-occurring SUD/MH conditions, including supportive housing, recovery housing, housing assistance programs, training for housing providers, or recovery housing programs that allow or integrate FDA-approved mediation with other support services.
5. Provide community support services, including social and legal services, to assist in deinstitutionalizing persons with OUD and any co-occurring SUD/MH conditions.
6. Support or expand peer-recovery centers, which may include support groups, social events, computer access, or other services for persons with OUD and any cooccurring SUD/MH conditions.
7. Provide or support transportation to treatment or recovery programs or services for persons with OUD and any co-occurring SUD/MH conditions.
8. Provide employment training or educational services for persons in treatment for or recovery from OUD and any co-occurring SUD/MH conditions.
9. Identify successful recovery programs such as physician, pilot, and college recovery programs, and provide support and technical assistance to increase the number and capacity of high-quality programs to help those in recovery.
10. Engage non-profits, faith-based communities, and community coalitions to support people in treatment and recovery and to support family members in their efforts to support the person with OUD in the family.
11. Provide training and development of procedures for government staff to appropriately interact and provide social and other services to individuals with or in recovery from OUD, including reducing stigma.
12. Support stigma reduction efforts regarding treatment and support for persons with OUD, including reducing the stigma on effective treatment.
13. Create or support culturally appropriate services and programs for persons with OUD and any co-occurring SUD/MH conditions, including new Americans.
14. Create and/or support recovery high schools.
15. Hire or train behavioral health workers to provide or expand any of the services or supports listed above.
C. CONNECT PEOPLE WHO NEED HELP TO THE HELP THEY NEED
(CONNECTIONS TO CARE)
Provide connections to care for people who have—or are at risk of developing—OUD and any co-occurring SUD/MH conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:
547
E-7
1. Ensure that health care providers are screening for OUD and other risk factors and know how to appropriately counsel and treat (or refer if necessary) a patient for OUD treatment.
2. Fund SBIRT programs to reduce the transition from use to disorders, including SBIRT services to pregnant women who are uninsured or not eligible for Medicaid.
3. Provide training and long-term implementation of SBIRT in key systems (health, schools, colleges, criminal justice, and probation), with a focus on youth and young adults when transition from misuse to opioid disorder is common.
4. Purchase automated versions of SBIRT and support ongoing costs of the technology.
5. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments.
6. Provide training for emergency room personnel treating opioid overdose patients on post-discharge planning, including community referrals for MAT, recovery case management or support services.
7. Support hospital programs that transition persons with OUD and any co-occurring SUD/MH conditions, or persons who have experienced an opioid overdose, into clinically appropriate follow-up care through a bridge clinic or similar approach.
8. Support crisis stabilization centers that serve as an alternative to hospital emergency departments for persons with OUD and any co-occurring SUD/MH conditions or persons that have experienced an opioid overdose.
9. Support the work of Emergency Medical Systems, including peer support specialists, to connect individuals to treatment or other appropriate services following an opioid overdose or other opioid-related adverse event.
10. Provide funding for peer support specialists or recovery coaches in emergency departments, detox facilities, recovery centers, recovery housing, or similar settings; offer services, supports, or connections to care to persons with OUD and any co-occurring SUD/MH conditions or to persons who have experienced an opioid overdose.
11. Expand warm hand-off services to transition to recovery services.
12. Create or support school-based contacts that parents can engage with to seek immediate treatment services for their child; and support prevention, intervention, treatment, and recovery programs focused on young people.
13. Develop and support best practices on addressing OUD in the workplace. 548
E-8
14. Support assistance programs for health care providers with OUD.
15. Engage non-profits and the faith community as a system to support outreach for treatment.
16. Support centralized call centers that provide information and connections to appropriate services and supports for persons with OUD and any co-occurring SUD/MH conditions.
D. ADDRESS THE NEEDS OF CRIMINAL JUSTICE-INVOLVED PERSONS Address the needs of persons with OUD and any co-occurring SUD/MH conditions who are involved in, are at risk of becoming involved in, or are transitioning out of the criminal justice system through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:
1. Support pre-arrest or pre-arraignment diversion and deflection strategies for persons with OUD and any co-occurring SUD/MH conditions, including established strategies such as:
1. Self-referral strategies such as the Angel Programs or the Police Assisted Addiction Recovery Initiative (“PAARI”);
2. Active outreach strategies such as the Drug Abuse Response Team (“DART”) model;
3. “Naloxone Plus” strategies, which work to ensure that individuals who have received naloxone to reverse the effects of an overdose are then linked to treatment programs or other appropriate services;
4. Officer prevention strategies, such as the Law Enforcement Assisted Diversion (“LEAD”) model;
5. Officer intervention strategies such as the Leon County, Florida Adult Civil Citation Network or the Chicago Westside Narcotics Diversion to Treatment Initiative; or
6. Co-responder and/or alternative responder models to address OUD-related 911 calls with greater SUD expertise.
2. Support pre-trial services that connect individuals with OUD and any cooccurring SUD/MH conditions to evidence-informed treatment, including MAT, and related services.
3. Support treatment and recovery courts that provide evidence-based options for persons with OUD and any co-occurring SUD/MH conditions. 549
E-9
4. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any cooccurring SUD/MH conditions who are incarcerated in jail or prison.
5. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any cooccurring SUD/MH conditions who are leaving jail or prison or have recently left jail or prison, are on probation or parole, are under community corrections supervision, or are in re-entry programs or facilities.
6. Support critical time interventions (“CTI”), particularly for individuals living with dual-diagnosis OUD/serious mental illness, and services for individuals who face immediate risks and service needs and risks upon release from correctional settings.
7. Provide training on best practices for addressing the needs of criminal justiceinvolved persons with OUD and any co-occurring SUD/MH conditions to law enforcement, correctional, or judicial personnel or to providers of treatment, recovery, harm reduction, case management, or other services offered in connection with any of the strategies described in this section.
E. ADDRESS THE NEEDS OF PREGNANT OR PARENTING WOMEN AND
THEIR FAMILIES, INCLUDING BABIES WITH NEONATAL ABSTINENCE
SYNDROME
Address the needs of pregnant or parenting women with OUD and any co-occurring SUD/MH conditions, and the needs of their families, including babies with neonatal abstinence syndrome (“NAS”), through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:
1. Support evidence-based or evidence-informed treatment, including MAT, recovery services and supports, and prevention services for pregnant women—or women who could become pregnant—who have OUD and any co-occurring SUD/MH conditions, and other measures to educate and provide support to families affected by Neonatal Abstinence Syndrome.
2. Expand comprehensive evidence-based treatment and recovery services, including MAT, for uninsured women with OUD and any co-occurring SUD/MH conditions for up to 12 months postpartum.
3. Provide training for obstetricians or other healthcare personnel who work with pregnant women and their families regarding treatment of OUD and any cooccurring SUD/MH conditions.
4. Expand comprehensive evidence-based treatment and recovery support for NAS babies; expand services for better continuum of care with infant-need dyad; and expand long-term treatment and services for medical monitoring of NAS babies and their families.
550
E-10
5. Provide training to health care providers who work with pregnant or parenting women on best practices for compliance with federal requirements that children born with NAS get referred to appropriate services and receive a plan of safe care.
6. Provide child and family supports for parenting women with OUD and any cooccurring SUD/MH conditions.
7. Provide enhanced family support and child care services for parents with OUD and any co-occurring SUD/MH conditions.
8. Provide enhanced support for children and family members suffering trauma as a result of addiction in the family; and offer trauma-informed behavioral health treatment for adverse childhood events.
9. Offer home-based wrap-around services to persons with OUD and any cooccurring SUD/MH conditions, including, but not limited to, parent skills training.
10. Provide support for Children’s Services—Fund additional positions and services, including supportive housing and other residential services, relating to children being removed from the home and/or placed in foster care due to custodial opioid use.
PART TWO: PREVENTION
F. PREVENT OVER-PRESCRIBING AND ENSURE APPROPRIATE
PRESCRIBING AND DISPENSING OF OPIOIDS
Support efforts to prevent over-prescribing and ensure appropriate prescribing and dispensing of opioids through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:
1. Funding medical provider education and outreach regarding best prescribing practices for opioids consistent with the Guidelines for Prescribing Opioids for Chronic Pain from the U.S. Centers for Disease Control and Prevention, including providers at hospitals (academic detailing).
2. Training for health care providers regarding safe and responsible opioid prescribing, dosing, and tapering patients off opioids.
3. Continuing Medical Education (CME) on appropriate prescribing of opioids.
4. Providing Support for non-opioid pain treatment alternatives, including training providers to offer or refer to multi-modal, evidence-informed treatment of pain.
5. Supporting enhancements or improvements to Prescription Drug Monitoring Programs (“PDMPs”), including, but not limited to, improvements that:
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1. Increase the number of prescribers using PDMPs;
2. Improve point-of-care decision-making by increasing the quantity, quality, or format of data available to prescribers using PDMPs, by improving the interface that prescribers use to access PDMP data, or both; or
3. Enable states to use PDMP data in support of surveillance or intervention strategies, including MAT referrals and follow-up for individuals identified within PDMP data as likely to experience OUD in a manner that complies with all relevant privacy and security laws and rules.
6. Ensuring PDMPs incorporate available overdose/naloxone deployment data, including the United States Department of Transportation’s Emergency Medical Technician overdose database in a manner that complies with all relevant privacy and security laws and rules.
7. Increasing electronic prescribing to prevent diversion or forgery.
8. Educating dispensers on appropriate opioid dispensing.
G. PREVENT MISUSE OF OPIOIDS
Support efforts to discourage or prevent misuse of opioids through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:
1. Funding media campaigns to prevent opioid misuse.
2. Corrective advertising or affirmative public education campaigns based on evidence.
3. Public education relating to drug disposal.
4. Drug take-back disposal or destruction programs.
5. Funding community anti-drug coalitions that engage in drug prevention efforts.
6. Supporting community coalitions in implementing evidence-informed prevention, such as reduced social access and physical access, stigma reduction—including staffing, educational campaigns, support for people in treatment or recovery, or training of coalitions in evidence-informed implementation, including the Strategic Prevention Framework developed by the U.S. Substance Abuse and Mental Health Services Administration (“SAMHSA”).
7. Engaging non-profits and faith-based communities as systems to support prevention.
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8. Funding evidence-based prevention programs in schools or evidence-informed school and community education programs and campaigns for students, families, school employees, school athletic programs, parent-teacher and student associations, and others.
9. School-based or youth-focused programs or strategies that have demonstrated effectiveness in preventing drug misuse and seem likely to be effective in preventing the uptake and use of opioids.
10. Create or support community-based education or intervention services for families, youth, and adolescents at risk for OUD and any co-occurring SUD/MH conditions.
11. Support evidence-informed programs or curricula to address mental health needs of young people who may be at risk of misusing opioids or other drugs, including emotional modulation and resilience skills.
12. Support greater access to mental health services and supports for young people, including services and supports provided by school nurses, behavioral health workers or other school staff, to address mental health needs in young people that (when not properly addressed) increase the risk of opioid or another drug misuse.
H. PREVENT OVERDOSE DEATHS AND OTHER HARMS (HARM REDUCTION) Support efforts to prevent or reduce overdose deaths or other opioid-related harms through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:
1. Increased availability and distribution of naloxone and other drugs that treat overdoses for first responders, overdose patients, individuals with OUD and their friends and family members, schools, community navigators and outreach workers, persons being released from jail or prison, or other members of the general public.
2. Public health entities providing free naloxone to anyone in the community.
3. Training and education regarding naloxone and other drugs that treat overdoses for first responders, overdose patients, patients taking opioids, families, schools, community support groups, and other members of the general public.
4. Enabling school nurses and other school staff to respond to opioid overdoses, and provide them with naloxone, training, and support.
5. Expanding, improving, or developing data tracking software and applications for overdoses/naloxone revivals.
6. Public education relating to emergency responses to overdoses. 553
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7. Public education relating to immunity and Good Samaritan laws.
8. Educating first responders regarding the existence and operation of immunity and Good Samaritan laws.
9. Syringe service programs and other evidence-informed programs to reduce harms associated with intravenous drug use, including supplies, staffing, space, peer support services, referrals to treatment, fentanyl checking, connections to care, and the full range of harm reduction and treatment services provided by these programs.
10. Expanding access to testing and treatment for infectious diseases such as HIV and Hepatitis C resulting from intravenous opioid use.
11. Supporting mobile units that offer or provide referrals to harm reduction services, treatment, recovery supports, health care, or other appropriate services to persons that use opioids or persons with OUD and any co-occurring SUD/MH conditions.
12. Providing training in harm reduction strategies to health care providers, students, peer recovery coaches, recovery outreach specialists, or other professionals that provide care to persons who use opioids or persons with OUD and any cooccurring SUD/MH conditions.
13. Supporting screening for fentanyl in routine clinical toxicology testing.
PART THREE: OTHER STRATEGIES
I. FIRST RESPONDERS
In addition to items in section C, D and H relating to first responders, support the following:
1. Education of law enforcement or other first responders regarding appropriate practices and precautions when dealing with fentanyl or other drugs.
2. Provision of wellness and support services for first responders and others who experience secondary trauma associated with opioid-related emergency events.
J. LEADERSHIP, PLANNING AND COORDINATION
Support efforts to provide leadership, planning, coordination, facilitations, training and technical assistance to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, the following:
1. Statewide, regional, local or community regional planning to identify root causes of addiction and overdose, goals for reducing harms related to the opioid epidemic, and areas and populations with the greatest needs for treatment intervention services, and to support training and technical assistance and other 554
E-14
strategies to abate the opioid epidemic described in this opioid abatement strategy list.
2. A dashboard to (a) share reports, recommendations, or plans to spend opioid settlement funds; (b) to show how opioid settlement funds have been spent; (c) to report program or strategy outcomes; or (d) to track, share or visualize key opioidor health-related indicators and supports as identified through collaborative statewide, regional, local or community processes.
3. Invest in infrastructure or staffing at government or not-for-profit agencies to support collaborative, cross-system coordination with the purpose of preventing overprescribing, opioid misuse, or opioid overdoses, treating those with OUD and any co-occurring SUD/MH conditions, supporting them in treatment or recovery, connecting them to care, or implementing other strategies to abate the opioid epidemic described in this opioid abatement strategy list.
4. Provide resources to staff government oversight and management of opioid abatement programs.
K. TRAINING
In addition to the training referred to throughout this document, support training to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, those that:
1. Provide funding for staff training or networking programs and services to improve the capability of government, community, and not-for-profit entities to abate the opioid crisis.
2. Support infrastructure and staffing for collaborative cross-system coordination to prevent opioid misuse, prevent overdoses, and treat those with OUD and any cooccurring SUD/MH conditions, or implement other strategies to abate the opioid epidemic described in this opioid abatement strategy list (e.g., health care, primary care, pharmacies, PDMPs, etc.).
L. RESEARCH
Support opioid abatement research that may include, but is not limited to, the following:
1. Monitoring, surveillance, data collection and evaluation of programs and strategies described in this opioid abatement strategy list.
2. Research non-opioid treatment of chronic pain.
3. Research on improved service delivery for modalities such as SBIRT that demonstrate promising but mixed results in populations vulnerable to opioid use disorders.
555
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4. Research on novel harm reduction and prevention efforts such as the provision of fentanyl test strips.
5. Research on innovative supply-side enforcement efforts such as improved detection of mail-based delivery of synthetic opioids.
6. Expanded research on swift/certain/fair models to reduce and deter opioid misuse within criminal justice populations that build upon promising approaches used to address other substances (e.g., Hawaii HOPE and Dakota 24/7).
7. Epidemiological surveillance of OUD-related behaviors in critical populations, including individuals entering the criminal justice system, including, but not limited to approaches modeled on the Arrestee Drug Abuse Monitoring (“ADAM”) system.
8. Qualitative and quantitative research regarding public health risks and harm reduction opportunities within illicit drug markets, including surveys of market participants who sell or distribute illicit opioids.
9. Geospatial analysis of access barriers to MAT and their association with treatment engagement and treatment outcomes.
556
F-1
EXHIBIT F
List of States and Overall Allocation Percentages
Alaska 0.2557955294%
American Samoa 0.0191834392%
Arizona 2.6615833823%
Arkansas 1.0444409688%
California 11.1157787586%
Colorado 1.8616660165%
Connecticut 1.4495669159%
Delaware 0.4952425518%
District of Columbia 0.2016442528%
Georgia 3.1238692398%
Guam 0.0538195977%
Hawaii 0.3637319771%
Idaho 0.5511268529%
Illinois 3.7267807228%
Indiana 2.4837762383%
Iowa 0.8312430751%
Kansas 0.8784715219%
Kentucky 2.2366652249%
Louisiana 1.6414669014%
Maine 0.5930462294%
Maryland 2.3646968446%
Massachusetts 2.5808944372%
Michigan 3.8115795226%
Minnesota 1.4534316941%
Mississippi 0.9662576251%
Missouri 2.2470994124%
Montana 0.3501746091%
N. Mariana Islands 0.0187170792%
Nebraska 0.4673742159%
Nevada 1.3464414888%
New Hampshire 0.6481247935%
New Jersey 3.0868152098%
New York 5.7834378670%
North Carolina 3.6415375306%
North Dakota 0.1904938536%
Ohio 4.8372585804%
557
F-2
Oklahoma 1.7166904525%
Oregon 1.5395677885%
Pennsylvania 5.1406020829%
Puerto Rico 0.7956080574%
Rhode Island 0.5003004364%
South Carolina 1.7246195407%
South Dakota 0.2220685158%
Tennessee 3.0117628404%
Texas 7.0508308295%
Utah 1.2847240804%
Vermont 0.2851259773%
Virgin Islands 0.0353676254%
Virginia 2.5546090245%
Washington 2.5980676129%
Wisconsin 1.9699254815%
Wyoming 0.1868954934%
558
G-1
revised January 14, 2023
EXHIBIT G
Subdivisions Eligible to Receive Direct Allocations from the Subdivision Fund and Default Subdivision Fund Allocation Percentages
The Subdivisions set forth on this Exhibit G are eligible to receive direct allocations from the Subdivision Fund, if such Subdivisions are otherwise eligible to receive such funds under this Agreement. By default, the Subdivisions set forth on this Exhibit G shall include all Subdivisions set forth on Exhibit G of the national opioid settlement agreement dated July 21, 2021 with Janssen Pharmaceuticals, Inc., et al., including all amendments up to the State Participation Date of this Agreement. A State may elect to add any additional Subdivisions to this Exhibit G at any time prior to the Threshold Subdivision Participation Date.
Immediately upon the effectiveness of any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by subsection V.D.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by subsection V.D.3) that addresses allocation from the Subdivision Fund, whether before or after the Threshold Subdivision Participation Date, this Exhibit G will automatically be amended to reflect the allocation from the Subdivision Fund pursuant to the State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by subsection V.D.3.
For the avoidance of doubt, inclusion on this Exhibit G shall not create any claim for any amount of the Settlement Fund, and no such amounts shall be allocated or distributed to any Subdivision included herein if such Subdivision does not otherwise meet all requirements to receive any such funds pursuant to the Agreement.
559
G-2
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
AK1 Anchorage Municipality, Alaska 47.6578000000%
AK2 Fairbanks City, Alaska 5.1226000000%
AK3 Fairbanks North Star Borough,
Alaska
10.9627000000%
AK4 Juneau City and Borough, Alaska 5.2324000000%
AK5 Kenai Peninsula Borough, Alaska 9.4922000000%
AK6 Ketchikan Gateway Borough,
Alaska
2.2406000000%
AK7 Kodiak Island Borough, Alaska 2.1839000000%
AK8 Matanuska-Susitna Borough,
Alaska
15.4726000000%
AK9 Wasilla City, Alaska 1.6351000000%
560
G
-3
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
AZ1 Apache County, Arizona 0.3907470000%
AZ2 Apache Junction City, Arizona 0.2201340000%
AZ3 Avondale City, Arizona 0.5677140000%
AZ4 Benson City, Arizona 0.0652960000%
AZ5 Bisbee City, Arizona 0.0643685000%
AZ6 Buckeye City, Arizona 0.2664780000%
AZ7 Bullhead City, Arizona 0.6416380000%
AZ8 Camp Verde Town, Arizona 0.0416227000%
AZ9 Carefree Town, Arizona 0.0231720000%
AZ10 Casa Grande City, Arizona 0.2125144000%
AZ11 Cave Creek Town, Arizona 0.0347580000%
AZ12 Chandler City, Arizona 1.6567980000%
AZ13 Chino Valley Town, Arizona 0.0291788000%
AZ14 Clarkdale Town, Arizona 0.0308952000%
AZ15 Clifton Town, Arizona 0.0102870000%
AZ16 Cochise County, Arizona 1.1773685000%
AZ17 Coconino County, Arizona 1.2011808000%
AZ18 Colorado City Town, Arizona 0.0298778000%
AZ19 Coolidge City, Arizona 0.0644448000%
AZ20 Cottonwood City, Arizona 0.2098299000%
AZ21 Dewey-Humboldt Town, Arizona 0.0660814000%
AZ22 Douglas City, Arizona 0.1565620000%
AZ23 Duncan Town, Arizona 0.0002520000%
AZ24 Eagar Town, Arizona 0.1425540000%
AZ25 El Mirage City, Arizona 0.2259270000%
AZ26 Eloy City, Arizona 1.3418328000%
AZ27 Flagstaff City, Arizona 0.3114360000%
AZ28 Florence Town, Arizona 0.0456484000%
AZ29 Fountain Hills Town, Arizona 0.0984810000%
AZ30 Fredonia Town, Arizona 0.0052328000%
AZ31 Gila Bend Town, Arizona 0.0173790000%
AZ32 Gila County, Arizona 0.7780446000%
AZ33 Gilbert Town, Arizona 0.9906030000%
AZ34 Glendale City, Arizona 1.5235590000%
AZ35 Globe City, Arizona 0.1168266000%
AZ36 Goodyear City, Arizona 0.4402680000%
AZ37 Graham County, Arizona 0.4476494000%
AZ38 Greenlee County, Arizona 0.0794610000%
AZ39 Guadalupe Town, Arizona 0.0000000000%
AZ40 Hayden Town, Arizona 0.0263802000%
AZ41 Holbrook City, Arizona 0.0575625000%
AZ42 Huachuca City Town, Arizona 0.0168805000%
AZ43 Jerome Town, Arizona 0.0012873000%
AZ44 Kearny Town, Arizona 0.0107408000%
AZ45 Kingman City, Arizona 0.4853918000%
AZ46 La Paz County, Arizona 0.2670171000%
AZ47 Lake Havasu City, Arizona 0.6793526000%
AZ48 Litchfield Park City, Arizona 0.0231720000%
AZ49 Mammoth Town, Arizona 0.0061376000%
561
G
-4
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
AZ50 Marana Town, Arizona 0.3841282000%
AZ51 Maricopa City, Arizona 0.1047228000%
AZ52 Maricopa County, Arizona 29.8513290000%
AZ53 Mesa City, Arizona 3.5105580000%
AZ54 Miami Town, Arizona 0.0309482000%
AZ55 Mohave County, Arizona 3.0617398000%
AZ56 Navajo County, Arizona 1.0789515000%
AZ57 Nogales City, Arizona 0.0834350000%
AZ58 Oro Valley Town, Arizona 0.3207284000%
AZ59 Page City, Arizona 0.0575608000%
AZ60 Paradise Valley Town, Arizona 0.1969620000%
AZ61 Parker Town, Arizona 0.0156219000%
AZ62 Patagonia Town, Arizona 0.0024790000%
AZ63 Payson Town, Arizona 0.1846614000%
AZ64 Peoria City, Arizona 0.8747430000%
AZ65 Phoenix City, Arizona 12.3275040000%
AZ66 Pima County, Arizona 13.4612693000%
AZ67 Pima Town, Arizona 0.0159618000%
AZ68 Pinal County, Arizona 2.0334636000%
AZ69 Pinetop-Lakeside Town, Arizona 0.0729125000%
AZ70 Prescott City, Arizona 0.5917289000%
AZ71 Prescott Valley Town, Arizona 0.3471419000%
AZ72 Quartzsite Town, Arizona 0.0183911000%
AZ73 Queen Creek Town, Arizona 0.0637230000%
AZ74 Safford City, Arizona 0.1929077000%
AZ75 Sahuarita Town, Arizona 0.1510407000%
AZ76 San Luis City, Arizona 0.0963840000%
AZ77 Santa Cruz County, Arizona 0.2840860000%
AZ78 Scottsdale City, Arizona 2.3114070000%
AZ79 Sedona City, Arizona 0.0690392000%
AZ80 Show Low City, Arizona 0.1441365000%
AZ81 Sierra Vista City, Arizona 0.3084865000%
AZ82 Snowflake Town, Arizona 0.0451290000%
AZ83 Somerton City, Arizona 0.0449792000%
AZ84 South Tucson City, Arizona 0.0578057000%
AZ85 Springerville Town, Arizona 0.0740370000%
AZ86 St. Johns City, Arizona 0.0826620000%
AZ87 Star Valley Town, Arizona 0.0039970000%
AZ88 Superior Town, Arizona 0.0168784000%
AZ89 Surprise City, Arizona 0.5677140000%
AZ90 Taylor Town, Arizona 0.0411380000%
AZ91 Tempe City, Arizona 1.8943110000%
AZ92 Thatcher Town, Arizona 0.0624092000%
AZ93 Tolleson City, Arizona 0.1564110000%
AZ94 Tombstone City, Arizona 0.0215180000%
AZ95 Tucson City, Arizona 4.2720277000%
AZ96 Tusayan Town, Arizona 0.0113096000%
AZ97 Wellton Town, Arizona 0.0122488000%
AZ98 Wickenburg Town, Arizona 0.0579300000%
562
G-5
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
AZ99 Willcox City, Arizona 0.0443345000%
AZ100 Williams City, Arizona 0.0324096000%
AZ101 Winkelman Town, Arizona 0.0011420000%
AZ102 Winslow City, Arizona 0.0950165000%
AZ103 Yavapai County, Arizona 2.9740921000%
AZ104 Youngtown, Arizona 0.0289650000%
AZ105 Yuma City, Arizona 0.5285056000%
AZ106 Yuma County, Arizona 1.3258824000%
563
G
-6
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
AR1 Adona City, Arkansas 0.0020790506%
AR2 Alexander City, Arkansas 0.0103476018%
AR3 Alicia Town, Arkansas 0.0002309579%
AR4 Allport Town, Arkansas 0.0026587350%
AR5 Alma City, Arkansas 0.1875236673%
AR6 Almyra Town, Arkansas 0.0010881066%
AR7 Alpena Town, Arkansas 0.0141319347%
AR8 Altheimer City, Arkansas 0.0071081808%
AR9 Altus City, Arkansas 0.0161149675%
AR10 Amagon Town, Arkansas 0.0016587759%
AR11 Amity City, Arkansas 0.0105947297%
AR12 Anthonyville Town, Arkansas 0.0010978372%
AR13 Antoine Town, Arkansas 0.0010576270%
AR14 Arkadelphia City, Arkansas 0.2710593166%
AR15 Arkansas City, Arkansas 0.0026365550%
AR16 Arkansas County, Arkansas 0.2272004928%
AR17 Ash Flat City, Arkansas 0.0560964456%
AR18 Ashdown City, Arkansas 0.0210645360%
AR19 Ashley County, Arkansas 0.3024558569%
AR20 Atkins City, Arkansas 0.0507540769%
AR21 Aubrey Town, Arkansas 0.0021166850%
AR22 Augusta City, Arkansas 0.0134645321%
AR23 Austin City, Arkansas 0.0201747613%
AR24 Avoca Town, Arkansas 0.0030227727%
AR25 Bald Knob City, Arkansas 0.1048227005%
AR26 Banks Town, Arkansas 0.0006822846%
AR27 Barling City, Arkansas 0.1588678563%
AR28 Bassett Town, Arkansas 0.0011499243%
AR29 Batesville City, Arkansas 0.1318965785%
AR30 Bauxite Town, Arkansas 0.0049816222%
AR31 Baxter County, Arkansas 0.8690235470%
AR32 Bay City, Arkansas 0.0250493472%
AR33 Bearden City, Arkansas 0.0161101022%
AR34 Beaver Town, Arkansas 0.0051365958%
AR35 Beebe City, Arkansas 0.2412092213%
AR36 Beedeville Town, Arkansas 0.0018030172%
AR37 Bella Vista City, Arkansas 0.5136648745%
AR38 Bellefonte Town, Arkansas 0.0008435545%
AR39 Belleville City, Arkansas 0.0050880860%
AR40 Ben Lomond Town, Arkansas 0.0012499489%
AR41 Benton City, Arkansas 1.3762616667%
AR42 Benton County, Arkansas 1.9493524156%
AR43 Bentonville City, Arkansas 1.3212148347%
AR44 Bergman Town, Arkansas 0.0080191338%
AR45 Berryville City, Arkansas 0.1767673815%
AR47 Big Flat Town, Arkansas 0.0005552148%
AR48 Bigelow Town, Arkansas 0.0028351731%
AR49 Biggers Town, Arkansas 0.0002571446%
AR50 Birdsong Town, Arkansas 0.0001210597%
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G
-7
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
AR51 Black Oak Town, Arkansas 0.0003079439%
AR52 Black Rock City, Arkansas 0.0020552966%
AR53 Black Springs Town, Arkansas 0.0007714338%
AR54 Blevins City, Arkansas 0.0042289340%
AR55 Blue Eye Town, Arkansas 0.0007084713%
AR56 Blue Mountain Town, Arkansas 0.0023457827%
AR57 Bluff City Town, Arkansas 0.0001956131%
AR58 Blytheville City, Arkansas 0.3444881956%
AR59 Bodcaw Town, Arkansas 0.0004892473%
AR60 Bonanza City, Arkansas 0.0271534397%
AR61 Bono City, Arkansas 0.0166311169%
AR62 Boone County, Arkansas 0.6844345049%
AR63 Booneville City, Arkansas 0.2395670446%
AR64 Bradford City, Arkansas 0.0196136795%
AR65 Bradley City, Arkansas 0.0127167093%
AR66 Bradley County, Arkansas 0.0903557767%
AR67 Branch City, Arkansas 0.0001595527%
AR68 Briarcliff City, Arkansas 0.0001841653%
AR69 Brinkley City, Arkansas 0.0788794288%
AR70 Brookland City, Arkansas 0.0336729211%
AR71 Bryant City, Arkansas 1.0536173112%
AR72 Buckner City, Arkansas 0.0065180504%
AR73 Bull Shoals City, Arkansas 0.0692543217%
AR74 Burdette Town, Arkansas 0.0001210597%
AR75 Cabot City, Arkansas 0.9626014299%
AR76 Caddo Valley Town, Arkansas 0.0447599031%
AR77 Caldwell Town, Arkansas 0.0042239256%
AR78 Cale Town, Arkansas 0.0007827384%
AR79 Calhoun County, Arkansas 0.1397959405%
AR80 Calico Rock City, Arkansas 0.0024459503%
AR81 Calion City, Arkansas 0.0029361993%
AR82 Camden City, Arkansas 0.4098542963%
AR83 Cammack Village City, Arkansas 0.0112054660%
AR84 Campbell Station City, Arkansas 0.0043090681%
AR85 Caraway City, Arkansas 0.0225855098%
AR86 Carlisle City, Arkansas 0.1468534652%
AR87 Carroll County, Arkansas 0.5928260605%
AR88 Carthage City, Arkansas 0.0016610654%
AR89 Casa Town, Arkansas 0.0015121018%
AR90 Cash Town, Arkansas 0.0012319187%
AR91 Caulksville Town, Arkansas 0.0006928738%
AR92 Cave City, Arkansas 0.0850463202%
AR93 Cave Springs City, Arkansas 0.0320796835%
AR94 Cedarville City, Arkansas 0.0178802072%
AR95 Centerton City, Arkansas 0.1131077079%
AR96 Central City Town, Arkansas 0.0174268772%
AR97 Charleston City, Arkansas 0.0410054775%
AR98 Cherokee Village City, Arkansas 0.2125413902%
AR99 Cherry Valley City, Arkansas 0.0081466329%
565
G
-8
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
AR100 Chester Town, Arkansas 0.0004361585%
AR101 Chicot County, Arkansas 0.2832352637%
AR102 Chidester City, Arkansas 0.0007419559%
AR103 Clarendon City, Arkansas 0.0270484068%
AR104 Clark County, Arkansas 0.3342708117%
AR105 Clarksville City, Arkansas 0.2458837581%
AR106 Clay County, Arkansas 0.0479674136%
AR107 Cleburne County, Arkansas 0.3503158049%
AR108 Cleveland County, Arkansas 0.1143679597%
AR109 Clinton City, Arkansas 0.0824034689%
AR110 Coal Hill City, Arkansas 0.1328713526%
AR111 Colt City, Arkansas 0.0085205444%
AR112 Columbia County, Arkansas 0.0671663991%
AR113 Concord Town, Arkansas 0.0150785188%
AR114 Conway City, Arkansas 2.0922743015%
AR115 Conway County, Arkansas 0.5138971203%
AR116 Corning City, Arkansas 0.0191809554%
AR117 Cotter City, Arkansas 0.0233925747%
AR118 Cotton Plant City, Arkansas 0.0024986099%
AR119 Cove Town, Arkansas 0.0001777260%
AR120 Coy Town, Arkansas 0.0078196572%
AR121 Craighead County, Arkansas 0.9265189050%
AR122 Crawford County, Arkansas 0.9565887967%
AR123 Crawfordsville Town, Arkansas 0.0037229444%
AR124 Crittenden County, Arkansas 0.4864689351%
AR125 Cross County, Arkansas 0.3114968436%
AR126 Crossett City, Arkansas 0.2482926464%
AR127 Cushman City, Arkansas 0.0031235127%
AR128 Daisy Town, Arkansas 0.0019036142%
AR129 Dallas County, Arkansas 0.1170103816%
AR130 Damascus Town, Arkansas 0.0328833141%
AR131 Danville City, Arkansas 0.0554598088%
AR132 Dardanelle City, Arkansas 0.1270318663%
AR133 Datto Town, Arkansas 0.0002041989%
AR134 De Queen City, Arkansas 0.1825177187%
AR135 De Valls Bluff City, Arkansas 0.0153369512%
AR136 Decatur City, Arkansas 0.0461206088%
AR137 Delaplaine Town, Arkansas 0.0012409338%
AR138 Delight City, Arkansas 0.0019036142%
AR139 Dell Town, Arkansas 0.0049627334%
AR140 Denning Town, Arkansas 0.0066893371%
AR141 Dermott City, Arkansas 0.0098811069%
AR142 Des Arc City, Arkansas 0.0461902968%
AR143 Desha County, Arkansas 0.1880442527%
AR144 Dewitt City, Arkansas 0.0561472449%
AR145 Diamond City, Arkansas 0.0067481498%
AR146 Diaz City, Arkansas 0.0144799456%
AR147 Dierks City, Arkansas 0.0109843817%
AR148 Donaldson Town, Arkansas 0.0097288521%
566
G
-9
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
AR149 Dover City, Arkansas 0.0357561215%
AR150 Drew County, Arkansas 0.4314342663%
AR151 Dumas City, Arkansas 0.0345209116%
AR152 Dyer City, Arkansas 0.0039248537%
AR153 Dyess Town, Arkansas 0.0004842389%
AR154 Earle City, Arkansas 0.0169920066%
AR155 East Camden Town, Arkansas 0.0077825952%
AR156 Edmondson Town, Arkansas 0.0080664988%
AR157 Egypt Town, Arkansas 0.0007186312%
AR158 El Dorado City, Arkansas 0.7549722601%
AR159 Elaine City, Arkansas 0.0061272536%
AR160 Elkins City, Arkansas 0.0584820092%
AR161 Elm Springs City, Arkansas 0.0169270407%
AR162 Emerson Town, Arkansas 0.0007712907%
AR163 Emmet City, Arkansas 0.0006732695%
AR164 England City, Arkansas 0.1277733929%
AR165 Enola Town, Arkansas 0.0166283981%
AR166 Etowah Town, Arkansas 0.0016945500%
AR167 Eudora City, Arkansas 0.0090127967%
AR168 Eureka Springs City, Arkansas 0.3891361972%
AR169 Evening Shade City, Arkansas 0.0112877465%
AR170 Everton Town, Arkansas 0.0023825585%
AR171 Fairfield Bay City, Arkansas 0.0994183710%
AR172 Fargo Town, Arkansas 0.0003540210%
AR173 Farmington City, Arkansas 0.0908450240%
AR174 Faulkner County, Arkansas 1.0072116540%
AR175 Fayetteville City, Arkansas 2.1103658624%
AR176 Felsenthal Town, Arkansas 0.0017181610%
AR177 Fifty-Six City, Arkansas 0.0004614866%
AR178 Fisher City, Arkansas 0.0019605666%
AR179 Flippin City, Arkansas 0.0956901320%
AR180 Fordyce City, Arkansas 0.0545063561%
AR181 Foreman City, Arkansas 0.0020583016%
AR182 Forrest City, Arkansas 0.2961090931%
AR183 Fort Smith City, Arkansas 3.8434930088%
AR184 Fouke City, Arkansas 0.0054372418%
AR185 Fountain Hill Town, Arkansas 0.0007150537%
AR186 Fountain Lake Town, Arkansas 0.0028270166%
AR187 Fourche Town, Arkansas 0.0009659021%
AR188 Franklin County, Arkansas 0.5981687154%
AR189 Franklin Town, Arkansas 0.0147063245%
AR190 Fredonia (Biscoe) Town, Arkansas 0.0078030580%
AR191 Friendship Town, Arkansas 0.0051302995%
AR192 Fulton County, Arkansas 0.4958178657%
AR193 Fulton Town, Arkansas 0.0066352466%
AR194 Garfield Town, Arkansas 0.0074476060%
AR195 Garland County, Arkansas 1.7334588443%
AR196 Garland Town, Arkansas 0.0002891982%
AR197 Garner Town, Arkansas 0.0077934705%
567
G
-10
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
AR198 Gassville City, Arkansas 0.0727563250%
AR199 Gateway Town, Arkansas 0.0062878080%
AR200 Gentry City, Arkansas 0.0904861377%
AR201 Georgetown, Arkansas 0.0040265954%
AR202 Gilbert Town, Arkansas 0.0024831554%
AR203 Gillett City, Arkansas 0.0114616089%
AR204 Gillham Town, Arkansas 0.0013801668%
AR205 Gilmore City, Arkansas 0.0000954454%
AR206 Glenwood City, Arkansas 0.0480021861%
AR207 Goshen Town, Arkansas 0.0031660124%
AR208 Gosnell City, Arkansas 0.0272347186%
AR209 Gould City, Arkansas 0.0171248002%
AR210 Grady City, Arkansas 0.0313103962%
AR211 Grannis City, Arkansas 0.0009242610%
AR212 Grant County, Arkansas 0.2664481715%
AR213 Gravette City, Arkansas 0.0803454535%
AR214 Green Forest City, Arkansas 0.1176088116%
AR215 Greenbrier City, Arkansas 0.0720066419%
AR216 Greene County, Arkansas 0.5298528213%
AR217 Greenland City, Arkansas 0.0237445924%
AR218 Greenway City, Arkansas 0.0004757962%
AR219 Greenwood City, Arkansas 0.2310067194%
AR220 Greers Ferry City, Arkansas 0.0499860774%
AR221 Griffithville Town, Arkansas 0.0045461792%
AR222 Grubbs City, Arkansas 0.0056885194%
AR223 Guion Town, Arkansas 0.0188333737%
AR224 Gum Springs Town, Arkansas 0.0030512489%
AR225 Gurdon City, Arkansas 0.0633258293%
AR226 Guy City, Arkansas 0.0155481618%
AR227 Hackett City, Arkansas 0.0171567108%
AR228 Hamburg City, Arkansas 0.0524650830%
AR229 Hampton City, Arkansas 0.0149258347%
AR230 Hardy City, Arkansas 0.0225704847%
AR231 Harrell Town, Arkansas 0.0015608978%
AR232 Harrisburg City, Arkansas 0.0610374284%
AR233 Harrison City, Arkansas 0.7509041666%
AR234 Hartford City, Arkansas 0.0079703379%
AR235 Hartman City, Arkansas 0.0041808536%
AR236 Haskell City, Arkansas 0.0719017520%
AR237 Hatfield Town, Arkansas 0.0003119506%
AR238 Havana City, Arkansas 0.0028832535%
AR239 Haynes Town, Arkansas 0.0021807923%
AR240 Hazen City, Arkansas 0.0648458015%
AR241 Heber Springs City, Arkansas 0.3767547633%
AR242 Hector Town, Arkansas 0.0046732490%
AR243 Helena-West Helena City,
Arkansas
0.1739214762%
AR244 Hempstead County, Arkansas 0.2734659153%
AR245 Hermitage City, Arkansas 0.0121839606%
568
G
-11
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
AR246 Hickory Ridge City, Arkansas 0.0037770349%
AR247 Higden Town, Arkansas 0.0085654767%
AR248 Higginson Town, Arkansas 0.0151972889%
AR249 Highfill Town, Arkansas 0.0156011076%
AR250 Highland City, Arkansas 0.0298718460%
AR251 Hindsville Town, Arkansas 0.0033816590%
AR252 Holland City, Arkansas 0.0148864831%
AR253 Holly Grove City, Arkansas 0.0044608936%
AR254 Hope City, Arkansas 0.2248866206%
AR255 Horatio City, Arkansas 0.0029417800%
AR256 Horseshoe Bend City, Arkansas 0.1112109623%
AR257 Horseshoe Lake Town, Arkansas 0.0014319677%
AR258 Hot Spring County, Arkansas 0.4782149797%
AR259 Hot Springs City, Arkansas 3.5617977507%
AR260 Houston Town, Arkansas 0.0052922849%
AR261 Howard County, Arkansas 0.1730249760%
AR262 Hoxie City, Arkansas 0.0120318489%
AR263 Hughes City, Arkansas 0.0113608689%
AR264 Humnoke City, Arkansas 0.0148176536%
AR265 Humphrey City, Arkansas 0.0142685920%
AR266 Hunter Town, Arkansas 0.0001735762%
AR267 Huntington City, Arkansas 0.0062142563%
AR268 Huntsville City, Arkansas 0.0854508543%
AR269 Huttig City, Arkansas 0.0090756161%
AR270 Imboden Town, Arkansas 0.0007621325%
AR271 Independence County, Arkansas 1.0893020276%
AR272 Izard County, Arkansas 0.5513048629%
AR273 Jackson County, Arkansas 0.1817241049%
AR274 Jacksonport Town, Arkansas 0.0050680525%
AR275 Jacksonville City, Arkansas 2.6389305280%
AR276 Jasper City, Arkansas 0.0070526594%
AR277 Jefferson County, Arkansas 0.5992841535%
AR278 Jennette Town, Arkansas 0.0012409338%
AR279 Jericho Town, Arkansas 0.0009641849%
AR281 Johnson City, Arkansas 0.1307711237%
AR282 Johnson County, Arkansas 0.3131687844%
AR283 Joiner City, Arkansas 0.0294738943%
AR284 Jonesboro City, Arkansas 2.1740597362%
AR285 Judsonia City, Arkansas 0.0470208295%
AR286 Junction City, Arkansas 0.0041819983%
AR287 Keiser City, Arkansas 0.0065363668%
AR288 Kensett City, Arkansas 0.0362397881%
AR289 Kibler City, Arkansas 0.0431741065%
AR290 Kingsland City, Arkansas 0.0062036672%
AR291 Knobel City, Arkansas 0.0009218283%
AR292 Knoxville Town, Arkansas 0.0058832739%
AR293 Lafayette County, Arkansas 0.0910619584%
AR294 Lafe Town, Arkansas 0.0028363178%
AR295 Lagrange Town, Arkansas 0.0008239503%
569
G
-12
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
AR296 Lake City, Arkansas 0.0259733220%
AR297 Lake View City, Arkansas 0.0047133160%
AR298 Lake Village City, Arkansas 0.0224886334%
AR299 Lakeview City, Arkansas 0.0193402219%
AR300 Lamar City, Arkansas 0.1021685446%
AR301 Lavaca City, Arkansas 0.0302604964%
AR302 Lawrence County, Arkansas 0.4807663922%
AR303 Leachville City, Arkansas 0.0232401768%
AR304 Lead Hill Town, Arkansas 0.0069168607%
AR305 Lee County, Arkansas 0.0989039387%
AR306 Leola Town, Arkansas 0.0013687190%
AR307 Lepanto City, Arkansas 0.0682260295%
AR308 Leslie City, Arkansas 0.0254444370%
AR309 Lewisville City, Arkansas 0.0166148039%
AR310 Lincoln City, Arkansas 0.0464338472%
AR311 Lincoln County, Arkansas 0.1387881111%
AR312 Little Flock City, Arkansas 0.0530723850%
AR313 Little River County, Arkansas 0.3040825791%
AR314 Little Rock City, Arkansas 6.7135694892%
AR315 Lockesburg City, Arkansas 0.0062672021%
AR316 Logan County, Arkansas 0.5058103018%
AR317 London City, Arkansas 0.0142372538%
AR318 Lonoke City, Arkansas 0.2452247983%
AR319 Lonoke County, Arkansas 0.5819398431%
AR320 Louann Town, Arkansas 0.0002119261%
AR321 Luxora City, Arkansas 0.0119226662%
AR322 Lynn Town, Arkansas 0.0001385175%
AR323 Madison City, Arkansas 0.0058260353%
AR324 Madison County, Arkansas 0.3196927018%
AR325 Magazine City, Arkansas 0.0318730520%
AR326 Magness Town, Arkansas 0.0014179443%
AR327 Magnolia City, Arkansas 0.5824169272%
AR328 Malvern City, Arkansas 0.3835695961%
AR329 Mammoth Spring City, Arkansas 0.0072408314%
AR330 Manila City, Arkansas 0.0409124647%
AR331 Mansfield City, Arkansas 0.0007997669%
AR332 Marianna City, Arkansas 0.0846648246%
AR333 Marie Town, Arkansas 0.0009849339%
AR334 Marion City, Arkansas 0.1126915829%
AR335 Marion County, Arkansas 0.3952336867%
AR336 Marked Tree City, Arkansas 0.0992021520%
AR337 Marmaduke City, Arkansas 0.0391761304%
AR338 Marvell City, Arkansas 0.0610375715%
AR339 Maumelle City, Arkansas 0.2572012688%
AR340 Mayflower City, Arkansas 0.0608694329%
AR341 Maynard Town, Arkansas 0.0013140561%
AR342 McCaskill Town, Arkansas 0.0012894435%
AR343 McCrory City, Arkansas 0.0147483949%
AR344 McDougal Town, Arkansas 0.0001189133%
570
G
-13
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
AR345 McGehee City, Arkansas 0.0429993856%
AR346 McNab Town, Arkansas 0.0009151028%
AR347 Mcrae City, Arkansas 0.0307843730%
AR348 Melbourne City, Arkansas 0.0687295865%
AR349 Mena City, Arkansas 0.7716866592%
AR350 Menifee Town, Arkansas 0.0106144770%
AR351 Midland Town, Arkansas 0.0002701664%
AR352 Miller County, Arkansas 0.3769094507%
AR353 Mineral Springs City, Arkansas 0.0133569235%
AR354 Minturn Town, Arkansas 0.0002323889%
AR355 Mississippi County, Arkansas 0.4561503415%
AR356 Mitchellville City, Arkansas 0.0000190318%
AR357 Monette City, Arkansas 0.0230987974%
AR358 Monroe County, Arkansas 0.0751267203%
AR359 Montgomery County, Arkansas 0.2264091685%
AR360 Monticello City, Arkansas 0.0526747196%
AR361 Montrose City, Arkansas 0.0059883068%
AR362 Moorefield Town, Arkansas 0.0009616092%
AR363 Moro Town, Arkansas 0.0019858947%
AR364 Morrilton City, Arkansas 0.2597150469%
AR365 Morrison Bluff Town, Arkansas 0.0001732900%
AR366 Mount Ida City, Arkansas 0.0133550632%
AR367 Mount Pleasant Town, Arkansas 0.0122294653%
AR368 Mount Vernon Town, Arkansas 0.0071675659%
AR369 Mountain Home City, Arkansas 0.8447100025%
AR370 Mountain Pine City, Arkansas 0.0111311989%
AR371 Mountainburg City, Arkansas 0.0505877986%
AR372 Mulberry City, Arkansas 0.0839496278%
AR373 Murfreesboro City, Arkansas 0.0401878235%
AR374 Nashville City, Arkansas 0.1174004630%
AR375 Nevada County, Arkansas 0.1042972498%
AR376 Newark City, Arkansas 0.0743959259%
AR377 Newport City, Arkansas 0.2957024125%
AR378 Newton County, Arkansas 0.2538955941%
AR379 Norfork City, Arkansas 0.0071735760%
AR380 Norman Town, Arkansas 0.0054255078%
AR381 Norphlet City, Arkansas 0.0199309247%
AR382 North Little Rock City, Arkansas 1.6145764729%
AR383 Oak Grove Heights Town,
Arkansas
0.0108133813%
AR384 Oak Grove Town, Arkansas 0.0031881924%
AR385 Oakhaven Town, Arkansas 0.0008458440%
AR386 Oden Town, Arkansas 0.0002086349%
AR387 Ogden City, Arkansas 0.0000829960%
AR388 Oil Trough Town, Arkansas 0.0018456600%
AR389 O'Kean Town, Arkansas 0.0001714297%
AR390 Okolona Town, Arkansas 0.0019046158%
AR391 Ola City, Arkansas 0.0262882776%
AR392 Omaha Town, Arkansas 0.0030405167%
571
G
-14
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
AR393 Oppelo City, Arkansas 0.0090335457%
AR394 Osceola City, Arkansas 0.2492878833%
AR395 Ouachita County, Arkansas 0.2913601460%
AR396 Oxford City, Arkansas 0.0264156336%
AR397 Ozan Town, Arkansas 0.0011369025%
AR398 Ozark City, Arkansas 0.1131238778%
AR399 Palestine City, Arkansas 0.0190803585%
AR400 Pangburn City, Arkansas 0.0157168727%
AR401 Paragould City, Arkansas 1.0056390223%
AR402 Paris City, Arkansas 0.1616167421%
AR403 Parkdale City, Arkansas 0.0007150537%
AR404 Parkin City, Arkansas 0.0145157198%
AR405 Patmos Town, Arkansas 0.0012638292%
AR406 Patterson City, Arkansas 0.0019780244%
AR407 Pea Ridge City, Arkansas 0.1099874863%
AR408 Peach Orchard City, Arkansas 0.0002743162%
AR409 Perla Town, Arkansas 0.0015089537%
AR410 Perry County, Arkansas 0.2411764522%
AR411 Perry Town, Arkansas 0.0054813155%
AR412 Perrytown, Arkansas 0.0014218079%
AR413 Perryville City, Arkansas 0.0413931262%
AR414 Phillips County, Arkansas 0.3245121955%
AR415 Piggott City, Arkansas 0.3895380125%
AR416 Pike County, Arkansas 0.3481536152%
AR417 Pindall Town, Arkansas 0.0030350790%
AR418 Pine Bluff City, Arkansas 0.9840818047%
AR419 Pineville Town, Arkansas 0.0022012551%
AR420 Plainview City, Arkansas 0.0125505741%
AR421 Pleasant Plains Town, Arkansas 0.0024498139%
AR422 Plumerville City, Arkansas 0.0292462276%
AR423 Pocahontas City, Arkansas 0.4671181241%
AR424 Poinsett County, Arkansas 0.4009911787%
AR425 Polk County, Arkansas 0.0691418478%
AR426 Pollard City, Arkansas 0.0004521853%
AR427 Pope County, Arkansas 0.8568421621%
AR428 Portia Town, Arkansas 0.0009455824%
AR429 Portland City, Arkansas 0.0081334680%
AR430 Pottsville City, Arkansas 0.0356473681%
AR431 Powhatan Town, Arkansas 0.0001556891%
AR432 Poyen Town, Arkansas 0.0022812461%
AR433 Prairie County, Arkansas 0.0903177130%
AR434 Prairie Grove City, Arkansas 0.0877670159%
AR435 Prattsville Town, Arkansas 0.0011406231%
AR436 Prescott City, Arkansas 0.0925564594%
AR437 Pulaski County, Arkansas 2.3536109191%
AR438 Pyatt Town, Arkansas 0.0061435666%
AR439 Quitman City, Arkansas 0.0720876345%
AR440 Randolph County, Arkansas 0.0533049170%
AR441 Ratcliff City, Arkansas 0.0038192484%
572
G
-15
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
AR442 Ravenden Springs Town,
Arkansas
0.0001143342%
AR443 Ravenden Town, Arkansas 0.0021246984%
AR444 Rector City, Arkansas 0.0056501695%
AR445 Redfield City, Arkansas 0.0199888788%
AR446 Reed Town, Arkansas 0.0009294125%
AR447 Reyno City, Arkansas 0.0001714297%
AR448 Rison City, Arkansas 0.0266158258%
AR449 Rockport City, Arkansas 0.0466258829%
AR450 Roe Town, Arkansas 0.0006297682%
AR451 Rogers City, Arkansas 1.7409808606%
AR452 Rondo Town, Arkansas 0.0001282146%
AR453 Rose Bud Town, Arkansas 0.0201332633%
AR454 Rosston Town, Arkansas 0.0012719857%
AR455 Rudy Town, Arkansas 0.0043610122%
AR456 Russell Town, Arkansas 0.0072738867%
AR457 Russellville City, Arkansas 0.9171601007%
AR458 Salem City, Arkansas 0.0044962385%
AR459 Salesville City, Arkansas 0.0064404921%
AR460 Saline County, Arkansas 1.0800200662%
AR461 Scott County, Arkansas 0.3380405487%
AR462 Scranton City, Arkansas 0.0072753177%
AR463 Searcy City, Arkansas 0.9880873649%
AR464 Searcy County, Arkansas 0.2116252857%
AR465 Sebastian County, Arkansas 2.1934833834%
AR466 Sedgwick Town, Arkansas 0.0005311746%
AR467 Sevier County, Arkansas 0.2613059949%
AR468 Shannon Hills City, Arkansas 0.0498163648%
AR469 Sharp County, Arkansas 0.2811885530%
AR470 Sheridan City, Arkansas 0.2276671308%
AR471 Sherrill Town, Arkansas 0.0025761682%
AR472 Sherwood City, Arkansas 0.4241829888%
AR473 Shirley Town, Arkansas 0.0009145304%
AR474 Sidney Town, Arkansas 0.0035774152%
AR475 Siloam Springs City, Arkansas 0.7477783644%
AR476 Smackover City, Arkansas 0.0008007686%
AR477 Smithville Town, Arkansas 0.0001624146%
AR478 South Lead Hill Town, Arkansas 0.0018313504%
AR479 Sparkman City, Arkansas 0.0035065824%
AR480 Springdale City, Arkansas 2.0136786333%
AR481 Springtown, Arkansas 0.0002924895%
AR482 St Francis County, Arkansas 0.2044215163%
AR483 St. Charles Town, Arkansas 0.0024664131%
AR484 St. Francis City, Arkansas 0.0007137659%
AR485 St. Joe Town, Arkansas 0.0076757020%
AR486 St. Paul Town, Arkansas 0.0041619648%
AR487 Stamps City, Arkansas 0.0180207281%
AR488 Star City, Arkansas 0.0564865270%
AR489 Stephens City, Arkansas 0.0116586529%
573
G
-16
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
AR490 Stone County, Arkansas 0.2837768844%
AR491 Strawberry Town, Arkansas 0.0006928738%
AR492 Strong City, Arkansas 0.0029361993%
AR493 Stuttgart City, Arkansas 0.2203815101%
AR494 Subiaco Town, Arkansas 0.0109146937%
AR495 Success Town, Arkansas 0.0001784415%
AR496 Sulphur Rock Town, Arkansas 0.0032654646%
AR497 Sulphur Springs City, Arkansas 0.0120908047%
AR498 Summit City, Arkansas 0.0074467474%
AR499 Sunset Town, Arkansas 0.0016041130%
AR500 Swifton City, Arkansas 0.0178930859%
AR501 Taylor City, Arkansas 0.0014103602%
AR502 Texarkana City, Arkansas 0.7683955804%
AR503 Thornton City, Arkansas 0.0022437548%
AR504 Tillar City, Arkansas 0.0003265465%
AR505 Tinsman Town, Arkansas 0.0003150987%
AR506 Tollette Town, Arkansas 0.0032731918%
AR507 Tontitown City, Arkansas 0.0610355681%
AR508 Traskwood City, Arkansas 0.0177678764%
AR509 Trumann City, Arkansas 0.2319945153%
AR510 Tuckerman City, Arkansas 0.0405439909%
AR511 Tull Town, Arkansas 0.0030797252%
AR512 Tupelo Town, Arkansas 0.0005171511%
AR513 Turrell City, Arkansas 0.0090687475%
AR514 Twin Groves Town, Arkansas 0.0156102657%
AR515 Tyronza City, Arkansas 0.0382955139%
AR516 Ulm Town, Arkansas 0.0000897216%
AR517 Union County, Arkansas 0.4520045466%
AR518 Valley Springs Town, Arkansas 0.0032716177%
AR519 Van Buren City, Arkansas 1.7649031789%
AR520 Van Buren County, Arkansas 0.3641848711%
AR521 Vandervoort Town, Arkansas 0.0000659675%
AR522 Victoria Town, Arkansas 0.0005446257%
AR523 Vilonia City, Arkansas 0.1035441323%
AR524 Viola Town, Arkansas 0.0032700437%
AR525 Wabbaseka Town, Arkansas 0.0082530968%
AR526 Waldenburg Town, Arkansas 0.0023526513%
AR527 Waldo City, Arkansas 0.0028426141%
AR528 Waldron City, Arkansas 0.1501465474%
AR529 Walnut Ridge City, Arkansas 0.0315460763%
AR530 Ward City, Arkansas 0.1482609634%
AR531 Warren City, Arkansas 0.1331456688%
AR532 Washington City, Arkansas 0.0014218079%
AR533 Washington County, Arkansas 2.0141562897%
AR534 Watson City, Arkansas 0.0000569524%
AR535 Weiner City, Arkansas 0.0115016760%
AR536 Weldon Town, Arkansas 0.0015514534%
AR537 West Fork City, Arkansas 0.0278779379%
AR538 West Memphis City, Arkansas 0.6402086383%
574
G-17
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
AR539 West Point Town, Arkansas 0.0031173596%
AR540 Western Grove Town, Arkansas 0.0057204300%
AR541 Wheatley City, Arkansas 0.0050976735%
AR542 Whelen Springs Town, Arkansas 0.0002381128%
AR543 White County, Arkansas 0.9979591705%
AR544 White Hall City, Arkansas 0.0551959387%
AR545 Wickes Town, Arkansas 0.0001422380%
AR546 Widener Town, Arkansas 0.0014565804%
AR547 Wiederkehr Village City,
Arkansas
0.0015955272%
AR548 Williford Town, Arkansas 0.0025041906%
AR549 Willisville Town, Arkansas 0.0003913692%
AR550 Wilmar City, Arkansas 0.0018078825%
AR551 Wilmot City, Arkansas 0.0171605744%
AR552 Wilson City, Arkansas 0.0038733390%
AR553 Wilton City, Arkansas 0.0002323889%
AR554 Winchester Town, Arkansas 0.0011094280%
AR555 Winslow City, Arkansas 0.0059329284%
AR556 Winthrop City, Arkansas 0.0004315794%
AR557 Woodruff County, Arkansas 0.2136270641%
AR558 Wooster Town, Arkansas 0.0052930004%
AR559 Wrightsville City, Arkansas 0.0089014675%
AR560 Wynne City, Arkansas 0.1541190523%
AR561 Yell County, Arkansas 0.5032932325%
AR562 Yellville City, Arkansas 0.0268081476%
AR563 Zinc Town, Arkansas 0.0018492375%
AR564 Keo Town, Arkansas 0.0137063654%
AR565 Letona Town, Arkansas 0.0096119422%
AR567 Lexa Town, Arkansas 0.0073056542%
AR568 Lonsdale Town, Arkansas 0.0009432928%
AR569 Lowell City, Arkansas 0.2449366017%
AR570 Marshall City, Arkansas 0.0391797079%
AR571 McNeil City, Arkansas 0.0006390694%
AR572 Mountain View City, Arkansas 0.1444262605%
AR573 Nimmons Town, Arkansas 0.0001405209%
575
G
-18
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CA1 Adelanto City, California
Allocations in California
will be made in
accordance with the
California State-
Subdivision Agreement.
CA2 Agoura Hills City, California
CA3 Alameda City, California
CA4 Alameda County, California
CA5 Albany City, California
CA6 Alhambra City, California
CA7 Aliso Viejo City, California
CA9 Amador County, California
CA10 American Canyon City, California
CA11 Anaheim City, California
CA12 Anderson City, California
CA13 Antioch City, California
CA14 Apple Valley Town, California
CA15 Arcadia City, California
CA16 Arcata City, California
CA17 Arroyo Grande City, California
CA18 Artesia City, California
CA19 Arvin City, California
CA20 Atascadero City, California
CA21 Atwater City, California
CA22 Auburn City, California
CA23 Avenal City, California
CA24 Azusa City, California
CA25 Bakersfield City, California
CA26 Baldwin Park City, California
CA27 Banning City, California
CA28 Barstow City, California
CA29 Beaumont City, California
CA30 Bell City, California
CA31 Bell Gardens City, California
CA32 Bellflower City, California
CA33 Belmont City, California
CA34 Benicia City, California
CA35 Berkeley City, California
CA36 Beverly Hills City, California
CA37 Blythe City, California
CA38 Brawley City, California
CA39 Brea City, California
CA40 Brentwood City, California
CA41 Buena Park City, California
CA42 Burbank City, California
CA43 Burlingame City, California
CA44 Butte County, California
CA45 Calabasas City, California
CA46 Calaveras County, California
CA47 Calexico City, California
CA48 California City, California
576
G
-19
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CA49 Camarillo City, California
Allocations in California
will be made in
accordance with the
California State-
Subdivision Agreement.
CA50 Campbell City, California
CA51 Canyon Lake City, California
CA52 Capitola City, California
CA53 Carlsbad City, California
CA54 Carpinteria City, California
CA55 Carson City, California
CA56 Cathedral City, California
CA57 Ceres City, California
CA58 Cerritos City, California
CA59 Chico City, California
CA60 Chino City, California
CA61 Chino Hills City, California
CA62 Chowchilla City, California
CA63 Chula Vista City, California
CA64 Citrus Heights City, California
CA65 Claremont City, California
CA66 Clayton City, California
CA67 Clearlake City, California
CA68 Clovis City, California
CA69 Coachella City, California
CA70 Coalinga City, California
CA71 Colton City, California
CA72 Colusa County, California
CA73 Commerce City, California
CA74 Compton City, California
CA75 Concord City, California
CA76 Contra Costa County, California
CA77 Corcoran City, California
CA78 Corona City, California
CA79 Coronado City, California
CA80 Costa Mesa City, California
CA81 Covina City, California
CA82 Cudahy City, California
CA83 Culver City, California
CA84 Cupertino City, California
CA85 Cypress City, California
CA86 Daly City, California
CA87 Dana Point City, California
CA88 Danville Town, California
CA89 Davis City, California
CA90 Del Norte County, California
CA91 Delano City, California
CA92 Desert Hot Springs City,
California
CA93 Diamond Bar City, California
CA94 Dinuba City, California
CA95 Dixon City, California
577
G
-20
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CA96 Downey City, California
Allocations in California
will be made in
accordance with the
California State-
Subdivision Agreement.
CA97 Duarte City, California
CA98 Dublin City, California
CA99 East Palo Alto City, California
CA100 Eastvale City, California
CA101 El Cajon City, California
CA102 El Centro City, California
CA103 El Cerrito City, California
CA104 El Dorado County, California
CA105 El Monte City, California
CA106 El Paso De Robles (Paso Robles)
City, California
CA107 El Segundo City, California
CA108 Elk Grove City, California
CA109 Emeryville City, California
CA110 Encinitas City, California
CA111 Escondido City, California
CA112 Eureka City, California
CA113 Exeter City, California
CA114 Fairfield City, California
CA115 Farmersville City, California
CA116 Fillmore City, California
CA117 Folsom City, California
CA118 Fontana City, California
CA119 Fortuna City, California
CA120 Foster City, California
CA121 Fountain Valley City, California
CA122 Fremont City, California
CA123 Fresno City, California
CA124 Fresno County, California
CA125 Fullerton City, California
CA126 Galt City, California
CA127 Garden Grove City, California
CA128 Gardena City, California
CA129 Gilroy City, California
CA130 Glendale City, California
CA131 Glendora City, California
CA132 Glenn County, California
CA133 Goleta City, California
CA134 Grand Terrace City, California
CA135 Grass Valley City, California
CA136 Greenfield City, California
CA137 Grover Beach City, California
CA138 Half Moon Bay City, California
CA139 Hanford City, California
CA140 Hawaiian Gardens City, California
CA141 Hawthorne City, California
578
G
-21
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CA142 Hayward City, California
Allocations in California
will be made in
accordance with the
California State-
Subdivision Agreement.
CA143 Healdsburg City, California
CA144 Hemet City, California
CA145 Hercules City, California
CA146 Hermosa Beach City, California
CA147 Hesperia City, California
CA148 Highland City, California
CA149 Hillsborough Town, California
CA150 Hollister City, California
CA151 Humboldt County, California
CA152 Huntington Beach City, California
CA153 Huntington Park City, California
CA154 Imperial Beach City, California
CA155 Imperial City, California
CA156 Imperial County, California
CA157 Indio City, California
CA158 Inglewood City, California
CA159 Inyo County, California
CA160 Irvine City, California
CA161 Jurupa Valley City, California
CA162 Kerman City, California
CA163 Kern County, California
CA164 King City, California
CA165 Kings County, California
CA166 Kingsburg City, California
CA167 La Cañada Flintridge City,
California
CA168 La Habra City, California
CA169 La Mesa City, California
CA170 La Mirada City, California
CA171 La Palma City, California
CA172 La Puente City, California
CA173 La Quinta City, California
CA174 La Verne City, California
CA175 Lafayette City, California
CA176 Laguna Beach City, California
CA177 Laguna Hills City, California
CA178 Laguna Niguel City, California
CA179 Laguna Woods City, California
CA180 Lake County, California
CA181 Lake Elsinore City, California
CA182 Lake Forest City, California
CA183 Lakeport City, California
CA184 Lakewood City, California
CA185 Lancaster City, California
CA186 Larkspur City, California
CA187 Lassen County, California
CA188 Lathrop City, California
579
G
-22
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CA189 Lawndale City, California
Allocations in California
will be made in
accordance with the
California State-
Subdivision Agreement.
CA190 Lemon Grove City, California
CA191 Lemoore City, California
CA192 Lincoln City, California
CA193 Lindsay City, California
CA194 Livermore City, California
CA195 Livingston City, California
CA196 Lodi City, California
CA197 Loma Linda City, California
CA198 Lomita City, California
CA199 Lompoc City, California
CA200 Long Beach City, California
CA201 Los Alamitos City, California
CA202 Los Altos City, California
CA203 Los Angeles City, California
CA204 Los Angeles County, California
CA205 Los Banos City, California
CA206 Los Gatos Town, California
CA207 Lynwood City, California
CA208 Madera City, California
CA209 Madera County, California
CA210 Malibu City, California
CA211 Manhattan Beach City, California
CA212 Manteca City, California
CA213 Marin County, California
CA214 Marina City, California
CA215 Mariposa County, California
CA216 Martinez City, California
CA217 Marysville City, California
CA218 Maywood City, California
CA219 McFarland City, California
CA220 Mendocino County, California
CA221 Mendota City, California
CA222 Menifee City, California
CA223 Menlo Park City, California
CA224 Merced City, California
CA225 Merced County, California
CA226 Mill Valley City, California
CA227 Millbrae City, California
CA228 Milpitas City, California
CA229 Mission Viejo City, California
CA230 Modesto City, California
CA231 Modoc County, California
CA232 Mono County, California
CA233 Monrovia City, California
CA234 Montclair City, California
CA235 Montebello City, California
580
G
-23
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CA236 Monterey City, California
Allocations in California
will be made in
accordance with the
California State-
Subdivision Agreement.
CA237 Monterey County, California
CA238 Monterey Park City, California
CA239 Moorpark City, California
CA240 Moraga Town, California
CA241 Moreno Valley City, California
CA242 Morgan Hill City, California
CA243 Morro Bay City, California
CA244 Mountain View City, California
CA245 Murrieta City, California
CA246 Napa City, California
CA247 Napa County, California
CA248 National City, California
CA249 Nevada County, California
CA250 Newark City, California
CA251 Newman City, California
CA252 Newport Beach City, California
CA253 Norco City, California
CA254 Norwalk City, California
CA255 Novato City, California
CA256 Oakdale City, California
CA257 Oakland City, California
CA258 Oakley City, California
CA259 Oceanside City, California
CA260 Ontario City, California
CA261 Orange City, California
CA262 Orange County, California
CA263 Orange Cove City, California
CA264 Orinda City, California
CA265 Oroville City, California
CA266 Oxnard City, California
CA267 Pacific Grove City, California
CA268 Pacifica City, California
CA269 Palm Desert City, California
CA270 Palm Springs City, California
CA271 Palmdale City, California
CA272 Palo Alto City, California
CA273 Palos Verdes Estates City,
California
CA274 Paramount City, California
CA275 Parlier City, California
CA276 Pasadena City, California
CA277 Patterson City, California
CA278 Perris City, California
CA279 Petaluma City, California
CA280 Pico Rivera City, California
CA281 Piedmont City, California
CA282 Pinole City, California
581
G
-24
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CA283 Pittsburg City, California
Allocations in California
will be made in
accordance with the
California State-
Subdivision Agreement.
CA284 Placentia City, California
CA285 Placer County, California
CA286 Placerville City, California
CA287 Pleasant Hill City, California
CA288 Pleasanton City, California
CA289 Plumas County, California
CA290 Pomona City, California
CA291 Port Hueneme City, California
CA292 Porterville City, California
CA293 Poway City, California
CA294 Rancho Cordova City, California
CA295 Rancho Cucamonga City, California
CA296 Rancho Mirage City, California
CA297 Rancho Palos Verdes City,
California
CA298 Rancho Santa Margarita City,
California
CA299 Red Bluff City, California
CA300 Redding City, California
CA301 Redlands City, California
CA302 Redondo Beach City, California
CA303 Redwood City, California
CA304 Reedley City, California
CA305 Rialto City, California
CA306 Richmond City, California
CA307 Ridgecrest City, California
CA308 Ripon City, California
CA309 Riverbank City, California
CA310 Riverside City, California
CA311 Riverside County, California
CA312 Rocklin City, California
CA313 Rohnert Park City, California
CA314 Rosemead City, California
CA315 Roseville City, California
CA316 Sacramento City, California
CA317 Sacramento County, California
CA318 Salinas City, California
CA319 San Anselmo Town, California
CA320 San Benito County, California
CA321 San Bernardino City, California
CA322 San Bernardino County, California
CA323 San Bruno City, California
CA324 San Buenaventura (Ventura) City,
California
CA325 San Carlos City, California
CA326 San Clemente City, California
CA327 San Diego City, California
CA328 San Diego County, California
582
G
-25
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CA329 San Dimas City, California
Allocations in California
will be made in
accordance with the
California State-
Subdivision Agreement.
CA330 San Fernando City, California
CA331 San Francisco City, California
CA332 San Gabriel City, California
CA333 San Jacinto City, California
CA334 San Joaquin County, California
CA335 San Jose City, California
CA336 San Juan Capistrano City,
California
CA337 San Leandro City, California
CA338 San Luis Obispo City, California
CA339 San Luis Obispo County,
California
CA340 San Marcos City, California
CA341 San Marino City, California
CA342 San Mateo City, California
CA343 San Mateo County, California
CA344 San Pablo City, California
CA345 San Rafael City, California
CA346 San Ramon City, California
CA347 Sanger City, California
CA348 Santa Ana City, California
CA349 Santa Barbara City, California
CA350 Santa Barbara County, California
CA351 Santa Clara City, California
CA352 Santa Clara County, California
CA353 Santa Clarita City, California
CA354 Santa Cruz City, California
CA355 Santa Cruz County, California
CA356 Santa Fe Springs City, California
CA357 Santa Maria City, California
CA358 Santa Monica City, California
CA359 Santa Paula City, California
CA360 Santa Rosa City, California
CA361 Santee City, California
CA362 Saratoga City, California
CA363 Scotts Valley City, California
CA364 Seal Beach City, California
CA365 Seaside City, California
CA366 Selma City, California
CA367 Shafter City, California
CA368 Shasta County, California
CA369 Shasta Lake City, California
CA371 Sierra Madre City, California
CA372 Signal Hill City, California
CA373 Simi Valley City, California
CA374 Siskiyou County, California
CA375 Solana Beach City, California
CA376 Solano County, California
583
G
-26
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CA377 Soledad City, California
Allocations in California
will be made in
accordance with the
California State-
Subdivision Agreement.
CA378 Sonoma City, California
CA379 Sonoma County, California
CA380 South El Monte City, California
CA381 South Gate City, California
CA382 South Lake Tahoe City, California
CA383 South Pasadena City, California
CA384 South San Francisco City,
California
CA385 Stanislaus County, California
CA386 Stanton City, California
CA387 Stockton City, California
CA388 Suisun City, California
CA389 Sunnyvale City, California
CA390 Susanville City, California
CA391 Sutter County, California
CA392 Tehachapi City, California
CA393 Tehama County, California
CA394 Temecula City, California
CA395 Temple City, California
CA396 Thousand Oaks City, California
CA397 Torrance City, California
CA398 Tracy City, California
CA399 Trinity County, California
CA400 Truckee Town, California
CA401 Tulare City, California
CA402 Tulare County, California
CA403 Tuolumne County, California
CA404 Turlock City, California
CA405 Tustin City, California
CA406 Twentynine Palms City, California
CA407 Ukiah City, California
CA408 Union City, California
CA409 Upland City, California
CA410 Vacaville City, California
CA411 Vallejo City, California
CA412 Ventura County, California
CA413 Victorville City, California
CA414 Visalia City, California
CA415 Vista City, California
CA416 Walnut City, California
CA417 Walnut Creek City, California
CA418 Wasco City, California
CA419 Watsonville City, California
CA420 West Covina City, California
CA421 West Hollywood City, California
CA422 West Sacramento City, California
CA423 Westminster City, California
584
G-27
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CA424 Whittier City, California
Allocations in California
will be made in
accordance with the
California StateSubdivision Agreement.
CA425 Wildomar City, California
CA426 Windsor Town, California
CA427 Woodland City, California
CA428 Yolo County, California
CA429 Yorba Linda City, California
CA430 Yuba City, California
CA431 Yuba County, California
CA432 Yucaipa City, California
CA433 Yucca Valley Town, California
585
G
-28
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CO1 Adams County, Colorado
Allocations in Colorado
will be made in
accordance with the
Colorado Opioids
Settlement Memorandum
of Understanding.
CO2 Alamosa City, Colorado
CO3 Alamosa County, Colorado
CO4 Arapahoe County, Colorado
CO5 Archuleta County, Colorado
CO6 Arvada City, Colorado
CO7 Aurora City, Colorado
CO8 Baca County, Colorado
CO9 Bent County, Colorado
CO10 Black Hawk City, Colorado
CO11 Boulder City, Colorado
CO12 Boulder County, Colorado
CO13 Brighton City, Colorado
CO14 Broomfield City, Colorado
CO15 Cañon City, Colorado
CO16 Castle Pines City, Colorado
CO17 Castle Rock Town, Colorado
CO18 Centennial City, Colorado
CO19 Chaffee County, Colorado
CO20 Cheyenne County, Colorado
CO21 Clear Creek County, Colorado
CO22 Colorado Springs City, Colorado
CO23 Commerce City, Colorado
CO24 Conejos County, Colorado
CO25 Costilla County, Colorado
CO26 Crowley County, Colorado
CO27 Custer County, Colorado
CO28 Delta County, Colorado
CO29 Denver City, Colorado
CO30 Dolores County, Colorado
CO31 Douglas County, Colorado
CO32 Durango City, Colorado
CO33 Eagle County, Colorado
CO34 El Paso County, Colorado
CO35 Elbert County, Colorado
CO36 Englewood City, Colorado
CO37 Erie Town, Colorado
CO38 Evans City, Colorado
CO39 Federal Heights City, Colorado
CO40 Firestone Town, Colorado
CO41 Fort Collins City, Colorado
CO42 Fort Morgan City, Colorado
CO43 Fountain City, Colorado
CO44 Frederick Town, Colorado
CO45 Fremont County, Colorado
CO46 Fruita City, Colorado
CO47 Garfield County, Colorado
CO48 Gilpin County, Colorado
CO49 Golden City, Colorado
586
G
-29
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CO50 Grand County, Colorado
Allocations in Colorado
will be made in
accordance with the
Colorado Opioids
Settlement Memorandum
of Understanding.
CO51 Grand Junction City, Colorado
CO52 Greeley City, Colorado
CO53 Greenwood Village City, Colorado
CO54 Gunnison County, Colorado
CO55 Hinsdale County, Colorado
CO56 Hudson Town, Colorado
CO57 Huerfano County, Colorado
CO58 Jackson County, Colorado
CO59 Jefferson County, Colorado
CO60 Johnstown, Colorado
CO61 Kiowa County, Colorado
CO62 Kit Carson County, Colorado
CO63 La Plata County, Colorado
CO64 Lafayette City, Colorado
CO65 Lake County, Colorado
CO66 Lakewood City, Colorado
CO67 Larimer County, Colorado
CO68 Las Animas County, Colorado
CO69 Lincoln County, Colorado
CO70 Littleton City, Colorado
CO71 Logan County, Colorado
CO72 Lone Tree City, Colorado
CO73 Longmont City, Colorado
CO74 Louisville City, Colorado
CO75 Loveland City, Colorado
CO76 Mesa County, Colorado
CO77 Mineral County, Colorado
CO78 Moffat County, Colorado
CO79 Montezuma County, Colorado
CO80 Montrose City, Colorado
CO81 Montrose County, Colorado
CO82 Morgan County, Colorado
CO83 Northglenn City, Colorado
CO84 Otero County, Colorado
CO85 Ouray County, Colorado
CO86 Park County, Colorado
CO87 Parker Town, Colorado
CO88 Phillips County, Colorado
CO89 Pitkin County, Colorado
CO90 Prowers County, Colorado
CO91 Pueblo City, Colorado
CO92 Pueblo County, Colorado
CO93 Rio Blanco County, Colorado
CO94 Rio Grande County, Colorado
CO95 Routt County, Colorado
CO96 Saguache County, Colorado
CO97 San Juan County, Colorado
CO98 San Miguel County, Colorado
587
G
-30
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CO99 Sedgwick County, Colorado
Allocations in Colorado
will be made in
accordance with the
Colorado Opioids
Settlement Memorandum
of Understanding.
CO100 Sheridan City, Colorado
CO101 Steamboat Springs City, Colorado
CO102 Sterling City, Colorado
CO103 Summit County, Colorado
CO104 Superior Town, Colorado
CO105 Teller County, Colorado
CO106 Thornton City, Colorado
CO107 Washington County, Colorado
CO108 Weld County, Colorado
CO109 Wellington Town, Colorado
CO110 Westminster City, Colorado
CO111 Wheat Ridge City, Colorado
CO112 Windsor Town, Colorado
CO113 Yuma County, Colorado
CO114 Aguilar Town, Colorado
CO115 Akron Town, Colorado
CO116 Alma Town, Colorado
CO117 Antonito Town, Colorado
CO118 Arriba Town, Colorado
CO119 Aspen City, Colorado
CO120 Ault Town, Colorado
CO121 Avon Town, Colorado
CO122 Basalt Town, Colorado
CO123 Bayfield Town, Colorado
CO124 Bennett Town, Colorado
CO125 Berthoud Town, Colorado
CO126 Bethune Town, Colorado
CO127 Blanca Town, Colorado
CO128 Blue River Town, Colorado
CO129 Boone Town, Colorado
CO130 Bow Mar Town, Colorado
CO131 Branson Town, Colorado
CO132 Breckenridge Town, Colorado
CO133 Brookside Town, Colorado
CO134 Brush City, Colorado
CO135 Buena Vista Town, Colorado
CO136 Burlington City, Colorado
CO137 Calhan Town, Colorado
CO138 Campo Town, Colorado
CO139 Carbondale Town, Colorado
CO140 Cedaredge Town, Colorado
CO141 Center Town, Colorado
CO142 Central City, Colorado
CO143 Cheraw Town, Colorado
CO144 Cherry Hills Village City,
Colorado
CO145 Cheyenne Wells Town, Colorado
CO146 City Of Creede Town, Colorado
588
G
-31
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CO147 Coal Creek Town, Colorado
Allocations in Colorado
will be made in
accordance with the
Colorado Opioids
Settlement Memorandum
of Understanding.
CO148 Cokedale Town, Colorado
CO149 Collbran Town, Colorado
CO150 Columbine Valley Town, Colorado
CO151 Cortez City, Colorado
CO152 Craig City, Colorado
CO153 Crawford Town, Colorado
CO154 Crested Butte Town, Colorado
CO155 Crestone Town, Colorado
CO156 Cripple Creek City, Colorado
CO157 Crook Town, Colorado
CO158 Crowley Town, Colorado
CO159 Dacono City, Colorado
CO160 De Beque Town, Colorado
CO161 Deer Trail Town, Colorado
CO162 Del Norte Town, Colorado
CO163 Delta City, Colorado
CO164 Dillon Town, Colorado
CO165 Dinosaur Town, Colorado
CO166 Dolores Town, Colorado
CO167 Dove Creek Town, Colorado
CO168 Eads Town, Colorado
CO169 Eagle Town, Colorado
CO170 Eaton Town, Colorado
CO171 Eckley Town, Colorado
CO172 Edgewater City, Colorado
CO173 Elizabeth Town, Colorado
CO174 Empire Town, Colorado
CO175 Estes Park Town, Colorado
CO176 Fairplay Town, Colorado
CO177 Flagler Town, Colorado
CO178 Fleming Town, Colorado
CO179 Florence City, Colorado
CO180 Fort Lupton City, Colorado
CO181 Fowler Town, Colorado
CO182 Foxfield Town, Colorado
CO183 Fraser Town, Colorado
CO184 Frisco Town, Colorado
CO185 Garden City Town, Colorado
CO186 Genoa Town, Colorado
CO187 Georgetown Town, Colorado
CO188 Gilcrest Town, Colorado
CO189 Glendale City, Colorado
CO190 Glenwood Springs City, Colorado
CO191 Granada Town, Colorado
CO192 Granby Town, Colorado
CO193 Grand Lake Town, Colorado
CO194 Green Mountain Falls Town,
Colorado
589
G
-32
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CO195 Grover Town, Colorado
Allocations in Colorado
will be made in
accordance with the
Colorado Opioids
Settlement Memorandum
of Understanding.
CO196 Gunnison City, Colorado
CO197 Gypsum Town, Colorado
CO198 Hartman Town, Colorado
CO199 Haswell Town, Colorado
CO200 Haxtun Town, Colorado
CO201 Hayden Town, Colorado
CO202 Hillrose Town, Colorado
CO203 Holly Town, Colorado
CO204 Holyoke City, Colorado
CO205 Hooper Town, Colorado
CO206 Hot Sulphur Springs Town,
Colorado
CO207 Hotchkiss Town, Colorado
CO208 Hugo Town, Colorado
CO209 Idaho Springs City, Colorado
CO210 Ignacio Town, Colorado
CO211 Iliff Town, Colorado
CO212 Jamestown Town, Colorado
CO213 Julesburg Town, Colorado
CO214 Keenesburg Town, Colorado
CO215 Kersey Town, Colorado
CO216 Kim Town, Colorado
CO217 Kiowa Town, Colorado
CO218 Kit Carson Town, Colorado
CO219 Kremmling Town, Colorado
CO220 La Jara Town, Colorado
CO221 La Junta City, Colorado
CO222 La Salle Town, Colorado
CO223 La Veta Town, Colorado
CO224 Lake City Town, Colorado
CO225 Lakeside Town, Colorado
CO226 Lamar City, Colorado
CO227 Larkspur Town, Colorado
CO228 Las Animas City, Colorado
CO229 Leadville City, Colorado
CO230 Limon Town, Colorado
CO231 Lochbuie Town, Colorado
CO232 Log Lane Village Town, Colorado
CO233 Lyons Town, Colorado
CO234 Manassa Town, Colorado
CO235 Mancos Town, Colorado
CO236 Manitou Springs City, Colorado
CO237 Manzanola Town, Colorado
CO238 Marble Town, Colorado
CO239 Mead Town, Colorado
CO240 Meeker Town, Colorado
CO241 Merino Town, Colorado
CO242 Milliken Town, Colorado
590
G
-33
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CO243 Minturn Town, Colorado
Allocations in Colorado
will be made in
accordance with the
Colorado Opioids
Settlement Memorandum
of Understanding.
CO244 Moffat Town, Colorado
CO245 Monte Vista City, Colorado
CO246 Montezuma Town, Colorado
CO247 Monument Town, Colorado
CO248 Morrison Town, Colorado
CO249 Mount Crested Butte Town,
Colorado
CO250 Mountain View Town, Colorado
CO251 Mountain Village Town, Colorado
CO252 Naturita Town, Colorado
CO253 Nederland Town, Colorado
CO254 New Castle Town, Colorado
CO255 Norwood Town, Colorado
CO256 Nucla Town, Colorado
CO257 Nunn Town, Colorado
CO258 Oak Creek Town, Colorado
CO259 Olathe Town, Colorado
CO260 Olney Springs Town, Colorado
CO261 Ophir Town, Colorado
CO262 Orchard City Town, Colorado
CO263 Ordway Town, Colorado
CO264 Otis Town, Colorado
CO265 Ouray City, Colorado
CO266 Ovid Town, Colorado
CO267 Pagosa Springs Town, Colorado
CO268 Palisade Town, Colorado
CO269 Palmer Lake Town, Colorado
CO270 Paoli Town, Colorado
CO271 Paonia Town, Colorado
CO272 Parachute Town, Colorado
CO273 Peetz Town, Colorado
CO274 Pierce Town, Colorado
CO275 Pitkin Town, Colorado
CO276 Platteville Town, Colorado
CO277 Poncha Springs Town, Colorado
CO278 Pritchett Town, Colorado
CO279 Ramah Town, Colorado
CO280 Rangely Town, Colorado
CO281 Raymer (New Raymer) Town,
Colorado
CO282 Red Cliff Town, Colorado
CO283 Rico Town, Colorado
CO284 Ridgway Town, Colorado
CO285 Rifle City, Colorado
CO286 Rockvale Town, Colorado
CO287 Rocky Ford City, Colorado
CO288 Romeo Town, Colorado
CO289 Rye Town, Colorado
591
G-34
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CO290 Saguache Town, Colorado
Allocations in Colorado
will be made in
accordance with the
Colorado Opioids
Settlement Memorandum
of Understanding.
CO291 Salida City, Colorado
CO292 San Luis Town, Colorado
CO293 Sanford Town, Colorado
CO294 Sawpit Town, Colorado
CO295 Sedgwick Town, Colorado
CO296 Seibert Town, Colorado
CO297 Severance Town, Colorado
CO298 Sheridan Lake Town, Colorado
CO299 Silt Town, Colorado
CO300 Silver Cliff Town, Colorado
CO301 Silver Plume Town, Colorado
CO302 Silverthorne Town, Colorado
CO303 Silverton Town, Colorado
CO304 Simla Town, Colorado
CO305 Snowmass Village Town,
Colorado
CO306 South Fork Town, Colorado
CO307 Springfield Town, Colorado
CO308 Starkville Town, Colorado
CO309 Stratton Town, Colorado
CO310 Sugar City Town, Colorado
CO311 Swink Town, Colorado
CO312 Telluride Town, Colorado
CO313 Timnath Town, Colorado
CO314 Trinidad City, Colorado
CO315 Two Buttes Town, Colorado
CO316 Vail Town, Colorado
CO317 Victor City, Colorado
CO318 Vilas Town, Colorado
CO319 Vona Town, Colorado
CO320 Walden Town, Colorado
CO321 Walsenburg City, Colorado
CO322 Walsh Town, Colorado
CO323 Ward Town, Colorado
CO324 Westcliffe Town, Colorado
CO325 Wiggins Town, Colorado
CO326 Wiley Town, Colorado
CO327 Williamsburg Town, Colorado
CO328 Winter Park Town, Colorado
CO329 Woodland Park City, Colorado
CO330 Wray City, Colorado
CO331 Yampa Town, Colorado
CO332 Yuma City, Colorado
592
G
-35
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CT1 Andover Town, Connecticut 0.0513214640%
CT2 Ansonia City, Connecticut 0.5316052437%
CT3 Ashford Town, Connecticut 0.1096965130%
CT4 Avon Town, Connecticut 0.5494886534%
CT5 Barkhamsted Town, Connecticut 0.0620629520%
CT6 Beacon Falls Town, Connecticut 0.1953947308%
CT7 Berlin Town, Connecticut 0.5215629385%
CT8 Bethany Town, Connecticut 0.1039156068%
CT9 Bethel Town, Connecticut 0.3522422145%
CT10 Bethlehem Town, Connecticut 0.0078647202%
CT11 Bloomfield Town, Connecticut 0.4888368136%
CT12 Bolton Town, Connecticut 0.1520831395%
CT13 Bozrah Town, Connecticut 0.0582057867%
CT14 Branford Town, Connecticut 0.8903816954%
CT15 Bridgeport City, Connecticut 3.2580743095%
CT16 Bridgewater Town, Connecticut 0.0118125935%
CT17 Bristol City, Connecticut 1.3355768908%
CT18 Brookfield Town, Connecticut 0.3087903124%
CT19 Brooklyn Town, Connecticut 0.1880661562%
CT20 Burlington Town, Connecticut 0.2348761319%
CT21 Canaan Town, Connecticut 0.0343343640%
CT22 Canterbury Town, Connecticut 0.1354310071%
CT23 Canton Town, Connecticut 0.2669011966%
CT24 Chaplin Town, Connecticut 0.0523959290%
CT25 Cheshire Town, Connecticut 0.9783113499%
CT26 Chester Town, Connecticut 0.0772387574%
CT27 Clinton Town, Connecticut 0.5348726093%
CT28 Colchester Town, Connecticut 0.6134395770%
CT29 Colebrook Town, Connecticut 0.0296870114%
CT30 Columbia Town, Connecticut 0.1005666237%
CT31 Cornwall Town, Connecticut 0.0486027928%
CT32 Coventry Town, Connecticut 0.3460011479%
CT33 Cromwell Town, Connecticut 0.4750451453%
CT34 Danbury City, Connecticut 1.1556465907%
CT35 Darien Town, Connecticut 0.6429649345%
CT36 Deep River Town, Connecticut 0.0924563595%
CT37 Derby City, Connecticut 0.3503125449%
CT38 Durham Town, Connecticut 0.0079309232%
CT39 East Granby Town, Connecticut 0.1455975170%
CT40 East Haddam Town, Connecticut 0.3145696377%
CT41 East Hampton Town, Connecticut 0.4637546663%
CT42 East Hartford Town, Connecticut 1.2645454069%
CT43 East Haven Town, Connecticut 0.8590923735%
CT44 East Lyme Town, Connecticut 0.6375826296%
CT45 East Windsor Town, Connecticut 0.2419743793%
CT46 Eastford Town, Connecticut 0.0446651958%
CT47 Easton Town, Connecticut 0.1354961231%
CT48 Ellington Town, Connecticut 0.4010047839%
CT49 Enfield Town, Connecticut 0.9173431190%
593
G
-36
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CT50 Essex Town, Connecticut 0.1431870357%
CT51 Fairfield Town, Connecticut 1.4212308415%
CT52 Farmington Town, Connecticut 0.6572091547%
CT53 Franklin Town, Connecticut 0.0446032416%
CT54 Glastonbury Town, Connecticut 1.0420644550%
CT55 Goshen Town, Connecticut 0.0030464255%
CT56 Granby Town, Connecticut 0.2928405247%
CT57 Greenwich Town, Connecticut 1.5644702467%
CT58 Griswold Town, Connecticut 0.3865570141%
CT59 Groton Town, Connecticut 1.4033874500%
CT60 Guilford Town, Connecticut 0.8399392493%
CT61 Haddam Town, Connecticut 0.0151716553%
CT62 Hamden Town, Connecticut 1.7724359413%
CT63 Hampton Town, Connecticut 0.0429454985%
CT64 Hartford City, Connecticut 5.3268549899%
CT65 Hartland Town, Connecticut 0.0359782738%
CT66 Harwinton Town, Connecticut 0.0126363764%
CT67 Hebron Town, Connecticut 0.1593443254%
CT68 Kent Town, Connecticut 0.0835899976%
CT69 Killingly Town, Connecticut 0.6116898413%
CT70 Killingworth Town, Connecticut 0.2652963170%
CT71 Lebanon Town, Connecticut 0.2746607824%
CT72 Ledyard Town, Connecticut 0.5514380850%
CT73 Lisbon Town, Connecticut 0.1156355161%
CT74 Litchfield Town, Connecticut 0.3481982974%
CT75 Lyme Town, Connecticut 0.0023141411%
CT76 Madison Town, Connecticut 0.7594223560%
CT77 Manchester Town, Connecticut 1.3929765818%
CT78 Mansfield Town, Connecticut 0.3058754037%
CT79 Marlborough Town, Connecticut 0.0766010346%
CT80 Meriden City, Connecticut 1.8508778149%
CT81 Middlebury Town, Connecticut 0.0276033951%
CT82 Middlefield Town, Connecticut 0.0075627554%
CT83 Middletown City, Connecticut 1.5343128975%
CT84 Milford City, Connecticut 1.8215679630%
CT85 Monroe Town, Connecticut 0.4307375445%
CT86 Montville Town, Connecticut 0.5806185940%
CT87 Morris Town, Connecticut 0.0099785725%
CT88 Naugatuck Borough, Connecticut 1.0644527326%
CT89 New Britain City, Connecticut 1.5740557511%
CT90 New Canaan Town, Connecticut 0.6136187204%
CT91 New Fairfield Town, Connecticut 0.2962030448%
CT92 New Hartford Town, Connecticut 0.1323482193%
CT93 New Haven City, Connecticut 5.8061427601%
CT94 New London City, Connecticut 1.0536729060%
CT95 New Milford Town, Connecticut 1.0565475001%
CT96 Newington Town, Connecticut 0.7132456565%
CT97 Newtown, Connecticut 0.5964476353%
CT98 Norfolk Town, Connecticut 0.0442819100%
594
G
-37
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CT99 North Branford Town,
Connecticut
0.4795791623%
CT100 North Canaan Town, Connecticut 0.0913148022%
CT101 North Haven Town, Connecticut 0.7922543069%
CT102 North Stonington Town,
Connecticut
0.1803885830%
CT103 Norwalk City, Connecticut 1.5918210823%
CT104 Norwich City, Connecticut 1.1639182124%
CT105 Old Lyme Town, Connecticut 0.0247921386%
CT106 Old Saybrook Town, Connecticut 0.4181170767%
CT107 Orange Town, Connecticut 0.3683598812%
CT108 Oxford Town, Connecticut 0.3955127994%
CT109 Plainfield Town, Connecticut 0.5352043161%
CT110 Plainville Town, Connecticut 0.3937549612%
CT111 Plymouth Town, Connecticut 0.4213382978%
CT112 Pomfret Town, Connecticut 0.1174722050%
CT113 Portland Town, Connecticut 0.3205523149%
CT114 Preston Town, Connecticut 0.1319895374%
CT115 Prospect Town, Connecticut 0.3056173107%
CT116 Putnam Town, Connecticut 0.2953254103%
CT117 Redding Town, Connecticut 0.1726435223%
CT118 Ridgefield Town, Connecticut 0.6645173744%
CT119 Rocky Hill Town, Connecticut 0.3929175425%
CT120 Roxbury Town, Connecticut 0.0037924445%
CT121 Salem Town, Connecticut 0.1075219911%
CT122 Salisbury Town, Connecticut 0.1052257347%
CT123 Scotland Town, Connecticut 0.0395212218%
CT124 Seymour Town, Connecticut 0.5301171581%
CT125 Sharon Town, Connecticut 0.0761294123%
CT126 Shelton City, Connecticut 0.5601099879%
CT127 Sherman Town, Connecticut 0.0494382353%
CT128 Simsbury Town, Connecticut 0.6988446241%
CT129 Somers Town, Connecticut 0.2491740063%
CT130 South Windsor Town, Connecticut 0.7310935932%
CT131 Southbury Town, Connecticut 0.0581965974%
CT132 Southington Town, Connecticut 0.9683065927%
CT133 Sprague Town, Connecticut 0.0874709763%
CT134 Stafford Town, Connecticut 0.3388202949%
CT135 Stamford City, Connecticut 2.9070395589%
CT136 Sterling Town, Connecticut 0.0949826467%
CT137 Stonington Town, Connecticut 0.5576891315%
CT138 Stratford Town, Connecticut 0.9155695700%
CT139 Suffield Town, Connecticut 0.3402792315%
CT140 Thomaston Town, Connecticut 0.2664061562%
CT141 Thompson Town, Connecticut 0.2673479187%
CT142 Tolland Town, Connecticut 0.4342020371%
CT143 Torrington City, Connecticut 1.3652460176%
CT144 Trumbull Town, Connecticut 0.7617744403%
CT145 Union Town, Connecticut 0.0153941764%
595
G-38
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
CT146 Vernon Town, Connecticut 0.7027162157%
CT147 Voluntown, Connecticut 0.0733181557%
CT148 Wallingford Town, Connecticut 1.5350353996%
CT149 Warren Town, Connecticut 0.0489758024%
CT150 Washington Town, Connecticut 0.1553517897%
CT151 Waterbury City, Connecticut 4.6192219654%
CT152 Waterford Town, Connecticut 0.7608802056%
CT153 Watertown, Connecticut 0.6868118808%
CT154 West Hartford Town, Connecticut 1.6216697477%
CT155 West Haven City, Connecticut 1.4026972589%
CT156 Westbrook Town, Connecticut 0.2586999280%
CT157 Weston Town, Connecticut 0.3664201329%
CT158 Westport Town, Connecticut 0.8921084083%
CT159 Wethersfield Town, Connecticut 0.6208707168%
CT160 Willington Town, Connecticut 0.0975268185%
CT161 Wilton Town, Connecticut 0.6378099925%
CT162 Winchester Town, Connecticut 0.3760305376%
CT163 Windham Town, Connecticut 1.0108949901%
CT164 Windsor Locks Town, Connecticut 0.3174167624%
CT165 Windsor Town, Connecticut 0.7548324123%
CT166 Wolcott Town, Connecticut 0.5443693820%
CT167 Woodbridge Town, Connecticut 0.2435300513%
CT168 Woodbury Town, Connecticut 0.3411988605%
CT169 Woodmont Borough, Connecticut 0.0173159412%
CT170 Woodstock Town, Connecticut 0.1817110623%
596
G-39
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
DE1 Dover City, Delaware 25.00000000% ($1.00)
DE2 Kent County, Delaware 25.00000000% ($1.00)
DE3 Middletown, Delaware 0.0000000000%
DE4 Milford City, Delaware 0.0000000000%
DE5 New Castle County, Delaware 0.0000000000%
DE6 Newark City, Delaware 0.0000000000%
DE7 Seaford City, Delaware 25.00000000% ($1.00)
DE8 Smyrna Town, Delaware 0.0000000000%
DE9 Sussex County, Delaware 25.00000000% ($1.00)
DE10 Wilmington City, Delaware 0.0000000000%
597
G
-40
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
GA1 Acworth City, Georgia 0.1010066057%
GA2 Adel City, Georgia 0.0545649432%
GA3 Albany City, Georgia 0.3157843012%
GA4 Alma City, Georgia 0.0720108615%
GA5 Alpharetta City, Georgia 0.2110377863%
GA6 Americus City, Georgia 0.0651732444%
GA7 Appling County, Georgia 0.1891925647%
GA8 Arlington City, Georgia 0.0057755147%
GA9 Athens-Clarke County Unified
Government, Georgia
1.3856330305%
GA10 Atkinson County, Georgia 0.0986720780%
GA11 Atlanta City, Georgia 2.9922320659%
GA12 Augusta-Richmond County
Consolidated Government,
Georgia
2.7761021713%
GA13 Bacon County, Georgia 0.1326313298%
GA14 Bainbridge City, Georgia 0.0569861790%
GA15 Baker County, Georgia 0.0138992540%
GA16 Baldwin County, Georgia 0.2940093402%
GA17 Banks County, Georgia 0.2108287241%
GA18 Barrow County, Georgia 0.7562315570%
GA19 Bartow County, Georgia 1.0945235112%
GA20 Ben Hill County, Georgia 0.0834031458%
GA21 Berrien County, Georgia 0.1225733642%
GA22 Blackshear City, Georgia 0.0349161927%
GA23 Blakely City, Georgia 0.0158441397%
GA24 Bleckley County, Georgia 0.1430561858%
GA25 Brantley County, Georgia 0.2875410777%
GA26 Braselton Town, Georgia 0.0371467624%
GA27 Brookhaven City, Georgia 0.0913450445%
GA28 Brooks County, Georgia 0.1455943886%
GA29 Brunswick City, Georgia 0.1020085339%
GA30 Bryan County, Georgia 0.2289883650%
GA31 Buford City, Georgia 0.0023586547%
GA32 Bulloch County, Georgia 0.4088475182%
GA33 Burke County, Georgia 0.1875413288%
GA34 Butts County, Georgia 0.3178860983%
GA35 Calhoun City, Georgia 0.1780085402%
GA36 Calhoun County, Georgia 0.0360783561%
GA37 Camden County, Georgia 0.3387009665%
GA38 Candler County, Georgia 0.0990882539%
GA39 Canton City, Georgia 0.1378274535%
GA40 Carroll County, Georgia 1.4108548814%
GA41 Carrollton City, Georgia 0.4395018339%
GA42 Cartersville City, Georgia 0.2991406477%
GA43 Catoosa County, Georgia 1.0548339612%
GA44 Chamblee City, Georgia 0.0537051979%
GA45 Charlton County, Georgia 0.1046313818%
GA46 Chatham County, Georgia 1.4544033708%
598
G
-41
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
GA47 Chattooga County, Georgia 0.3317513109%
GA48 Cherokee County, Georgia 2.1190683851%
GA49 Clarkston City, Georgia 0.0175253481%
GA50 Clay County, Georgia 0.0274637104%
GA51 Clayton County, Georgia 1.6728881377%
GA52 Clinch County, Georgia 0.0617206810%
GA53 Cobb County, Georgia 5.8580801967%
GA54 Coffee County, Georgia 0.4164755944%
GA55 College Park City, Georgia 0.1805996391%
GA56 Colquitt County, Georgia 0.2578612394%
GA57 Columbia County, Georgia 1.2905730633%
GA58 Columbus City, Georgia 1.8227140298%
GA59 Conyers City, Georgia 0.1202231912%
GA60 Cook County, Georgia 0.0973405674%
GA61 Cordele City, Georgia 0.0583989534%
GA62 Covington City, Georgia 0.1969084378%
GA63 Coweta County, Georgia 0.9767276305%
GA64 Crawford County, Georgia 0.1282569558%
GA65 Crisp County, Georgia 0.1296658905%
GA66 Cusseta-Chattahoochee County
Unified Government, Georgia
0.0695538650%
GA67 Dade County, Georgia 0.1799465490%
GA68 Dallas City, Georgia 0.0916776643%
GA69 Dalton City, Georgia 0.3628092518%
GA70 Damascus City, Georgia 0.0005040301%
GA71 Dawson City, Georgia 0.0138696254%
GA72 Dawson County, Georgia 0.3192782415%
GA73 Decatur City, Georgia 0.1040340531%
GA74 Decatur County, Georgia 0.1633371087%
GA75 Dekalb County, Georgia 4.0579602979%
GA76 Demorest City, Georgia 0.0233539880%
GA77 Dodge County, Georgia 0.3228398634%
GA78 Dooly County, Georgia 0.0758970226%
GA79 Doraville City, Georgia 0.0619484258%
GA80 Dougherty County, Georgia 0.4519146718%
GA81 Douglas City, Georgia 0.2364366638%
GA82 Douglas County, Georgia 1.2411219485%
GA83 Douglasville City, Georgia 0.2313289102%
GA84 Dublin City, Georgia 0.1598683843%
GA85 Duluth City, Georgia 0.1174400509%
GA86 Dunwoody City, Georgia 0.0823645400%
GA87 Early County, Georgia 0.0433467628%
GA88 East Point City, Georgia 0.2308433908%
GA89 Echols County, Georgia 0.0262187359%
GA90 Effingham County, Georgia 0.4370293068%
GA91 Elbert County, Georgia 0.2655117233%
GA92 Emanuel County, Georgia 0.2278497555%
GA93 Evans County, Georgia 0.1156959749%
GA94 Fairburn City, Georgia 0.0542552469%
599
G
-42
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
GA95 Fannin County, Georgia 0.5651805280%
GA96 Fayette County, Georgia 0.6527012475%
GA97 Fayetteville City, Georgia 0.1201203794%
GA98 Fitzgerald City, Georgia 0.0569093853%
GA99 Floyd County, Georgia 0.9887350092%
GA100 Forest Park City, Georgia 0.1455200592%
GA101 Forsyth County, Georgia 1.7110664570%
GA102 Franklin County, Georgia 0.5550296650%
GA103 Fulton County, Georgia 3.2792330120%
GA104 Gainesville City, Georgia 0.3640437388%
GA105 Georgetown-Quitman County
Unified Government, Georgia
0.0176595651%
GA106 Gilmer County, Georgia 0.4239021158%
GA107 Glascock County, Georgia 0.0283662653%
GA108 Glynn County, Georgia 0.7968809706%
GA109 Gordon County, Georgia 0.4175279543%
GA110 Grady County, Georgia 0.1716497947%
GA111 Greene County, Georgia 0.1737385827%
GA112 Griffin City, Georgia 0.2287480123%
GA113 Grovetown City, Georgia 0.0632622854%
GA114 Gwinnett County, Georgia 4.8912732775%
GA115 Habersham County, Georgia 0.4635124652%
GA116 Hall County, Georgia 1.5772937095%
GA117 Hancock County, Georgia 0.0536800967%
GA118 Haralson County, Georgia 1.0934912667%
GA119 Harris County, Georgia 0.2037540782%
GA120 Hart County, Georgia 0.2935398099%
GA121 Heard County, Georgia 0.1232058232%
GA122 Henry County, Georgia 1.9715208583%
GA123 Hinesville City, Georgia 0.2572364025%
GA124 Holly Springs City, Georgia 0.0823108417%
GA125 Houston County, Georgia 0.8378076437%
GA126 Irwin County, Georgia 0.0610553841%
GA127 Jackson County, Georgia 0.9201220386%
GA128 Jasper County, Georgia 0.1152245534%
GA129 Jeff Davis County, Georgia 0.3659791686%
GA130 Jefferson City, Georgia 0.0881783943%
GA131 Jefferson County, Georgia 0.1517559349%
GA132 Jenkins County, Georgia 0.0808740550%
GA133 Johns Creek City, Georgia 0.1877697040%
GA134 Johnson County, Georgia 0.0876584323%
GA135 Jones County, Georgia 0.2773521617%
GA136 Kennesaw City, Georgia 0.1446191663%
GA137 Kingsland City, Georgia 0.1313198199%
GA138 Lagrange City, Georgia 0.2069622772%
GA139 Lakeland City, Georgia 0.0155232109%
GA140 Lamar County, Georgia 0.2083015245%
GA141 Lanier County, Georgia 0.0574613256%
GA142 Laurens County, Georgia 0.5249834521%
600
G
-43
revised January 14, 2023
State ID Qualifying Subdivision
Consolidated State
Allocation
GA143 Lawrenceville City, Georgia 0.1647173317%
GA144 Lee County, Georgia 0.2162850866%
GA145 Liberty County, Georgia 0.2931642086%
GA146 Lilburn City, Georgia 0.0538355752%
GA147 Lincoln County, Georgia 0.1000487479%
GA148 Loganville City, Georgia 0.1468681321%
GA149 Long County, Georgia 0.1216766548%
GA150 Lowndes County, Georgia 0.6253829866%
GA151 Lumpkin County, Georgia 0.3139555802%
GA152 Macon County, Georgia 0.1110857755%
GA153 Macon-Bibb County Unified
Government, Georgia