Agenda packet — Ontario City Council, October 7, 2025 (part 1 of 2)

CITY OF ONTARIO
Regular City Council/Housing Authority
Meeting

OCTOBER
7, 2025
City Hall
303 East B Street, Ontario, CA 91764

MAYOR PAUL S. LEON • MAYOR PRO TEM ALAN D. WAPNER
COUNCIL MEMBERS JIM W. BOWMAN, DEBRA PORADA AND DAISY MACIAS CITY CLERK SHEILA MAUTZ • TREASURER JAMES R. MILHISER
CITY MANAGER SCOTT OCHOA • CITY ATTORNEY RUBEN DURAN

WELCOME TO A MEETING OF THE ONTARIO CITY COUNCIL

All documents for public review are on ﬁle with the Records Management/City Clerk's Department located at 303 East B Street, Ontario, CA 91764.

Anyone wishing to speak in person during public comment or on a particular item will be required to ﬁll out a blue slip. Blue slips must be turned in prior to public comment beginning or before an agenda item is taken up. The Clerk will not accept blue slips after that time.

To submit written public comments by email, please send your name, the agenda item you are commenting on, and your comments to
[email protected]
. The public comment
submission window opens at the time the agenda is published and remains open until 4:00 p.m. on the day of the meeting. All comments received during this timeframe will be forwarded to the City Council for consideration before action is taken on the matter and will be entered into the record.

Speakers will be alerted when they have 1 minute remaining and when their time is up. Speakers are then to return to their seats and no further comments will be permitted.

In accordance with State Law, remarks during public comment are to be limited to subjects within Council's jurisdiction. Remarks on other agenda items will be limited to those items.

Remarks from those seated or standing in the back of the chamber will not permitted. All those wishing to speak including Council and Staff need to be recognized by the Chair before speaking.

CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 1

ACCOMMODATIONS

If you need special assistance or accommodations to participate in this meeting, please contact the City Clerk's oﬃce at 909-395-2009. Notiﬁcation of 48 hours prior to the meeting will help the City make reasonable arrangements. Equipment for the hearing impaired is available in the Records Management Office.

ORDER OF BUSINESS

The regular City Council and Housing Authority meeting begins with Closed Session and Closed Session Comment at
6:00 p.m.
, Public Comment at 6:30 p.m. immediately followed by the Regular Meeting and Public Hearings. No agenda item will be introduced for consideration after 10:00 p.m. except by majority vote of the City Council.

CALL TO ORDER
(OPEN SESSION)

ROLL CALL

Wapner, Bowman, Porada, Macias, Mayor/Chairman Leon

INFORMATION RELATIVE TO POSSIBLE CONFLICT OF INTEREST
Agenda item contractors, subcontractors and agents may require member abstentions due to conﬂict of interests and ﬁnancial interests. Council Member abstentions shall be stated under this item for recordation on the appropriate item.

CLOSED SESSION PUBLIC COMMENT

The Closed Session Public Comment portion of the Council/Housing Authority meeting is limited to matters appearing on the Closed Session. Additional opportunities for further Public Comment will be given during and at the end of the meeting.

CLOSED SESSION
GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: APN: 0210-204-04; 3519 East Concours; City/Authority negotiator: Scott Ochoa or his designee; Negotiating parties: Merryland, LLC; Under negotiation: Price and terms of payment.

CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 2

ATTACHMENT:

20251007 Closed Session
GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: APNs: 1054-051-01, 1054-051-02, 1054-061-01, 1054-061-02, 1054-251-01, 1054-251-02, 1054-301-01, 1054-301-02; City/Authority negotiator: Scott Ochoa or his designee; Negotiating parties: County of San Bernardino; Under negotiation: Price and terms of payment

GC 54956.9(d)(4) CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Initiation of litigation: One Case

PLEDGE OF ALLEGIANCE
Council Member Bowman

INVOCATION
Pastor Enoch Zesati, Victory Outreach Ontario Bilingual Church

REPORT ON CLOSED SESSION
City Attorney
PUBLIC COMMENTS 6:30 P.M.

The Public Comment portion of the Council/Housing Authority meeting is limited to 30 minutes.

An opportunity for further Public Comment may be given at the end of the meeting. Under provisions of the Brown Act, Council is prohibited from taking action on oral requests. As previously noted -- if you wish to address the Council, fill out one of the blue slips at the rear of the chambers and give it to the City Clerk.

AGENDA REVIEW/ANNOUNCEMENTS

The City Manager will go over all updated materials and correspondence received after the Agenda was distributed to ensure Council Members have received them. He will also make any necessary recommendations regarding Agenda modiﬁcations or announcements regarding Agenda items to be considered.

CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 3

1. APPROVAL OF MINUTES

ATTACHMENT:

20250902 Meeting Minutes (Not Official Until Approved)

2. BILLS & PAYROLL

3. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH 4LEAF, INC. FOR

ON-CALL STRUCTURAL PLAN CHECKING SERVICES

ATTACHMENT:

4Leaf_Amendment.pdf

4. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH DANKEN, INC. FOR

ON-CALL STRUCTURAL INSPECTION AND CONSTRUCTION MANAGEMENT SERVICES

ATTACHMENT:

01_Amendment.pdf

5. A RESOLUTION AUTHORIZING THE DESTRUCTION OF CERTAIN ELECTRONIC RECORDS

RETAINED WITHIN SOFTWARE DATABASES IN ACCORDANCE WITH CITY RECORDS

RETENTION SCHEDULES

CONSENT CALENDAR

All matters listed under CONSENT CALENDAR will be enacted by one motion in the form listed below – there will be no separate discussion on these items prior to the time Council votes on them, unless a member of the Council requests a speciﬁc item be removed from the Consent Calendar for a separate vote.

Minutes for the regular meetings of the City Council, Housing Authority and Ontario Public Financing Authority of September 2, 2025, and approving same as on ﬁle in the Records Management Department.

Bills August 29, 2025 through September 18, 2025, and Payroll August 10, 2025 through September 6, 2025.

That the City Council authorize the City Manager, or his designee, to execute Amendment No. 1 to the Professional Services Agreement with 4Leaf, Inc., of Newport Beach, California, for on- call structural plan checking services, in the amount of $100,000 for a total not-to-exceed contract amount of $400,000 and exercising the two additional one-year terms.

That the City Council authorize the City Manager, or his designee, to execute Amendment No. 1 to the Professional Services Agreement with Danken, Inc., of Ladera Ranch, California, for on- call structural inspection and construction management services in the amount of $500,000 for a total not-to-exceed contract amount of $2,100,000 and exercise the two additional one- year terms.

That the City Council adopt a Resolution allowing the approval for the automatic destruction of electronic records that have reached the end of their designated retention periods.

CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 4

ATTACHMENT:

Resolution for Destruction of Electronic Records

6. AN ORDINANCE APPROVING FILE NO. PUD23-003, A PLANNED UNIT DEVELOPMENT ON

2.07 ACRES OF LAND LOCATED AT 1389 EAST HOLT BOULEVARD

ATTACHMENT:

File_No._PUD23-003_02_ORD_RM.docx

ATTACHMENT:

File No. PUD23-003 03 PUD attachment.pdf

7. AN ORDINANCE AMENDING SECTION 4-6.1305 OF THE ONTARIO MUNICIPAL CODE

RELATING TO PERMIT PARKING ZONES ON RESIDENTIAL STREETS

ATTACHMENT:

Ordinance_Amending_Permit_Parking_Zones_RM.docx

8. A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGREEMENT WITH REMINGTON APG LLC REGARDING COMMUNITY FACILITIES DISTRICT NO. 74 (REMINGTON APG LLC SERVICES) FOR ASSESSOR PARCEL NUMBER 1073-151-21 FOR FEE IN-LIEU

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING THE

ONGOING DESTRUCTION OF CERTAIN ELECTRONIC RECORDS RETAINED WITHIN SOFTWARE DATABASES IN ACCORDANCE WITH CITY RECORDS RETENTION SCHEDULES.

That the City Council consider and adopt an Ordinance Approving File No. PUD23-003, the Holt Residential Planned Unit Development, establishing development standards, design guidelines, and infrastructure requirements to facilitate a residential development at 1389 East Holt Boulevard.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO. PUD23-003, A PLANNED UNIT DEVELOPMENT TO ESTABLISH PLANNING AND DESIGN

PRINCIPLES, DEVELOPMENT REGULATIONS, AND PERFORMANCE STANDARDS TO GOVERN FUTURE DEVELOPMENT OF 2.07 ACRES OF LAND, LOCATED AT 1389 EAST HOLT BOULEVARD, WITHIN THE MU-6 (EAST HOLT MIXED USE) ZONING DISTRICT, AND MAKING FINDINGS IN SUPPORT THEREOF—APN: 0110-071-02.

That the City Council adopt an Ordinance amending Section 4-6.1305 of the Ontario Municipal Code relating to permit parking zones on residential streets.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, AMENDING SECTION 4-6.1305 OF THE ONTARIO MUNICIPAL CODE RELATING TO PERMIT PARKING ZONES ON RESIDENTIAL STREETS.

That the City Council:

A
.

Adopt a Resolution approving an agreement regarding Community Facilities District No. 74 (Remington APG LLC Services) for Assessor Parcel Number 1073-151-21 for Fee In- Lieu Agreement between the City of Ontario and Remington APG LLC (Developer); and B
.

Authorize the City Manager, or his designee, to ﬁnalize, execute, and record said Agreement.

CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 5

ATTACHMENT:

CFD 74 Resolution Approving In-Lieu Agreement 01 RM

ATTACHMENT:

CFD 74 In-Lieu Agreement^02 Agreement.doc.pdf

9. A RESOLUTION RELATING TO REMOVING THE USE OF SUCCESSOR AGENCY FUNDS (FORMERLY REDEVELOPMENT AGENCY) FROM RESOLUTION NO. 2007-023

ATTACHMENT:

Resolution Amending_Reso_No_2007-023_RESO_RM

10. A CHANGE ORDER TO THE CONSTRUCTION CONTRACT WITH OPTIMA RPM, INC. FOR THE DEMOLITION OF THE MISSION MOTEL AT 1514 W. MISSION BOULEVARD FOR THE

ONTARIO WELLNESS CAMPUS PROJECT

ATTACHMENT:

Optima RPM - Change Order 4.pdf

11. A CONSTRUCTION CONTRACT WITH BOGH CONSTRUCTION, LLC AND AN AMENDMENT TO THE DESIGN SERVICES AGREEMENT WITH ARDURRA GROUP, INC. FOR THE SPORTS EMPIRE OFFSITE IMPROVEMENTS PHASE 2 PROJECT

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, AUTHORIZING

THE EXECUTION AND DELIVERY OF AN AGREEMENT REGARDING ASSESSOR PARCEL NUMBER 1073-151-21 FOR FEE IN-LIEU BETWEEN THE CITY OF ONTARIO AND REMINGTON APG LLC.

That the City Council remove Section 7, Section 8, and Section 9 from prior Resolution No. 2007-023.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, CLARIFYING RESOLUTION 2025-010 AND TAKING OTHER ACTIONS RELATING THERETO 2007-023 TO REMOVE SECTIONS 7, 8, AND 9 PERTAINING TO REMOVING THE USE OF SUCCESSOR AGENCY FUNDS (FORMERLY REDEVELOPMENT AGENCY).

That the City Council take the following actions:

A
.

Authorize the City Manager, or his designee, to execute Change Order No. 4 to the Construction Contract with Optima RPM, Inc., of Irvine, California, for demolition and site clearance activities on City-owned property located at 1514 W Mission Boulevard (the Mission Motel) for the Ontario Wellness Campus Project in the amount of $753,757 for a total not-to-exceed contract amount of $5,450,726; and
B
.

Authorize the City Manager, or his designee, to execute all documents required for the completion of the project which may include, but is not limited to, agreements, assessments, easements, reduction of retention accounts, contract amendments within the authorization limits, and ﬁling a notice of completion at the conclusion of all construction-related activities.

That the City Council take the following actions:

A
.

Authorize the City Manager, or his designee, to approve the plans and speciﬁcations and award Contract No. D&C23-025c Sports Empire Oﬀsite Improvements Phase 2 to Bogh Construction, LLC, of Beaumont, California, for the construction of the D&C23-025c CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 6

ATTACHMENT:

Ardurra Group, Inc. - DSA - Amendment 3.pdf

ATTACHMENT:

Bogh Construction, LLC - Construction Contract.pdf

12. OPTING INTO A SETTLEMENT AGREEMENT WITH ALVOGEN, AMNEAL, APOTEX, HIKMA,

INDIVIOR, MYLAN, SUN, AND ZYDUS

ATTACHMENT:

Secondary Manufacturers Settlements National Opioids Settlement Combined Participation Package 082725 Rev. AM

13. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH INTERPERSONAL

FREQUENCY, LLC, FOR WEBSITE REDESIGN SERVICES

ATTACHMENT:

IF PSA No.2.pdf

14. AN AMENDMENT TO THE DESIGN SERVICES AGREEMENT WITH ALBERT A. WEBB ASSOCIATES INC. FOR WELL NO. 53 PROJECT

ATTACHMENT:

DSA Amendment No. 2 with Albert A Webb
Sports Empire Oﬀsite Improvements Phase 2 Project in the amount of $23,187,700 plus a 15% contingency of $3,478,155, for a total amount of $26,665,855, and B
.

Authorize the City Manager, or his designee, to execute Amendment No. 3 to the Design Services Agreement with Ardurra Group, Inc., of Newport Beach, California, to provide on-call design services for the D&C23-025c Sports Empire Oﬀsites Phase 2 Project in the amount of $588,842 for a revised not-to-exceed total amount of $3,046,054, and C
.

Authorize the extension of working hours to be Monday through Saturday from 6:00 am to 11:00 pm and on Sunday from 8:00 am to 6:00 pm for the duration of the construction of the Sports Complex Offsite Improvements Project (Phase 1 and 2); and D
.

That the City Council authorize the City Manager, or his designee, to opt into a Settlement Agreement with opioid distributors: Alvogen, Amneal, Apotex, Hikma, Indivior, Mylan, Sun, and Zydus and authorize the City Manager to execute any documents necessary to implement the action.

That the City Council approve and authorize the City Manager, or his designee, to execute Amendment No. 2 to the Professional Services Agreement with Interpersonal Frequency, LLC, of McLean, VA, for website translation services, increasing the contract amount by $54,769 for a total contract not-to-exceed amount of $1,100,357 and to extend the term to September 4, 2028.

That the City Council approve and authorize the City Manager, or designee, to execute Amendment No. 2 to the Design Services Agreement with Albert A. Webb Associates Inc. of Riverside, California, for additional design services for Well No. 53 Project, OMUC Contract No.

UT1063 in the amount of $124,393 for a new total revised not-to-exceed amount of $690,399 and a term from August 16, 2022 to August 16, 2026.

CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 7

ATTACHMENT:

Exhibit.pdf

15. AMERICORPS STATE CONTINUATION GRANT FOR 2025-26

16. A PUBLIC HEARING TO CONSIDER A RESOLUTION REGARDING THE FORMATION OF THE CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 69 (SOUTH ONTARIO LOGISTICS CENTER SERVICES); AND INTRODUCTION OF AN ORDINANCE LEVYING SPECIAL TAXES That the City Council authorize the City Manager, or his designee, to execute grant documents and accept a $368,000 AmeriCorps Continuation Grant for November 2025 through October 2026 to fund the Ontario Promise Corps project.

PUBLIC HEARINGS

Pursuant to Government Code Section 65009, if you challenge the City’s zoning, planning or any other decision in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council at, or prior to the public hearing. Aﬃdavits of posting compliance, for all items below, are on file with the Records Management Department.

That the City Council consider and:

A
.

Adopt a Resolution of Formation of Community Facilities District No. 69 (South Ontario Logistics Center Services), proposing that the community facilities district be authorized to levy a special tax and proposing that an appropriations limit of the community facilities district be established;
B
.

Adopt a Resolution calling a special election for City of Ontario Community Facilities District No. 69 (South Ontario Logistics Center Services); C
.

Adopt a Resolution declaring the results of the special election and directing the recording of a Notice of Special Tax Lien; and
D
.

Introduce and waive further reading of an Ordinance levying special taxes within City of Ontario Community Facilities District No. 69 (South Ontario Logistics Center Services).

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, OF FORMATION OF CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 69 (SOUTH ONTARIO LOGISITICS

CENTER SERVICES), PROPOSING THAT THE COMMUNITY FACILITIES DISTRICT BE AUTHORIZED

TO LEVY A SPECIAL TAX AND PROPOSING THAT AN APPROPRIATIONS LIMIT OF THE COMMUNITY FACILITIES DISTRICT BE ESTABLISHED.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, CALLING SPECIAL ELECTION FOR CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 69 (SOUTH ONTARIO LOGISTICS CENTER SERVICES).

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, DECLARING RESULTS OF SPECIAL ELECTION AND DIRECTING RECORDING OF NOTICE OF SPECIAL TAX LIEN.

CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 8

ATTACHMENT:

CFD 69 South Ontario Logistics Center Services
01_Reso of
Formation_RM

ATTACHMENT:

CFD 69 (South Ontario Logistics Center Services) Reso
Exhibit
B^01A.pdf

ATTACHMENT:

CFD 69 South Ontario Logistics Center Services
02 Reso Calling
Election_RM

ATTACHMENT:

CFD 69 South Ontario Logistics Center Services 03 Reso Dclr Results_RM

ATTACHMENT:

CFD 69 South Ontario Logistics Center Services
04 Ord Levy Special
Taxes_RM

17. A PUBLIC HEARING TO CONSIDER A RESOLUTION RELATED TO THE RATES FOR WATER,

SEWER AND SOLID WASTE SERVICES

ATTACHMENT:

Utility Rate Public Hearing Adopting Water Sewer and Soil Waste Charges RESO_RM

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, LEVYING A SPECIAL TAX WITHIN CITY OF ONTARIO COMMUNITY FACILITIES DISTRICT NO. 69 (SOUTH ONTARIO LOGISTICS CENTER SERVICES).

That the City Council conduct a public hearing to consider all written protests and objections against the proposed increases in the rates for water, sewer, and solid waste services in accordance with California Constitution, Article XIII D, Section 6(a), and Assembly Bill (AB) 2257 Government Code Section 53759.1 and 53759.2, and consider and approve a resolution related to the rates for water, sewer, and solid waste services.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, ADOPTING

INCREASES OR MODIFICATIONS TO THE RATES FOR ITS WATER, SEWER, AND SOLID WASTE SERVICE CHARGES.

STAFF MATTERS

City Manager Ochoa

COUNCIL MATTERS

Mayor Leon
Mayor pro Tem Wapner
Council Member Bowman
Council Member Porada
Council Member Macias

ADJOURNMENT
CITY OF ONTARIO Regular City Council/Housing Authority Meeting CITY HALL 303 EAST B STREET, ONTARIO CA 91764 • www.OntarioCA.gov 9

Page 1 of 2 ends

CITY OF ONTARIO

CLOSED SESSION REPORT
City Council // Housing Authority // Other // (GC 54957.1) October 7, 2025

ROLL CALL: Wapner _, Bowman _, Porada _, Macias _, Mayor / Chairman Leon _.

STAFF: City Manager / Executive Director __, City Attorney __

In attendance: Wapner _, Bowman _, Porada _, Macias _, Mayor / Chairman Leon _.

 GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: APN: 0210-204-04; 3519 East Concours; City/Authority negotiator: Scott Ochoa or his designee; Negotiating parties: Merryland, LLC; Under negotiation: Price and terms of payment.

No Reportable Action Continue Approved

/ / / / / /

Disposition: _________________________________________________________________

In attendance: Wapner _, Bowman _, Porada _, Macias _, Mayor / Chairman Leon _.

 GC 54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATORS Property: APNs:1054-051-01, 1054-051-02, 1054-061-01, 1054-061-02, 1054-251-01, 1054-251-02, 1054-301-01, 1054-301-02; City/Authority negotiator: Scott Ochoa or his designee; Negotiating parties: County of San Bernardino; Under negotiation: Price and terms of payment

No Reportable Action Continue Approved

/ / / / / /

Disposition: _________________________________________________________________

10 2 of 2

CITY OF ONTARIO

CLOSED SESSION REPORT
City Council // Housing Authority // Other // (GC 54957.1) October 7, 2025
(Continued)

ROLL CALL: Wapner _, Bowman _, Porada _, Macias _, Mayor / Chairman Leon _.

STAFF: City Manager / Executive Director __, City Attorney __

In attendance: Wapner _, Bowman _, Porada _, Macias _, Mayor / Chairman Leon _.

 GC 54956.9(d)(4) CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED

LITIGATION
Initiation of litigation: One Case

No Reportable Action Continue Approved

/ / / / / /

Disposition: _________________________________________________________________

Reported by:

___________________________________________
City Attorney / City Manager / Executive Director
11 ONTARIO CITY COUNCIL/

ONTARIO HOUSING AUTHORITY/

ONTARIO PUBLIC FINANCING AUTHORITY

MINUTES
SEPTEMBER 2, 2025
(Not Official Until Approved)
(Not Official Until Approved)

JOINT MEETINGS

The regular meetings of the Ontario City Council, Housing Authority, and Public Financing Authority were held on Tuesday, September 2, 2025, at Ontario City Hall, 303 E. B Street Ontario, California.

OPEN MEETING CALLED TO ORDER

Mayor Leon called the joint meetings to order at 6:30 p.m.

ROLL CALL

PRESENT: Mayor/Chairman: Paul S. Leon
Mayor pro Tem/Vice Chair: Alan D. Wapner
Council/Authority Members: Jim W. Bowman, Debra Porada, and Daisy Macias

ABSENT: Council/Authority Members: None

Also present were City Manager / Executive Director Scott Ochoa, City Attorney/Legal Counsel Ruben Duran, and City Clerk / Secretary Sheila Mautz.

INFORMATION RELATIVE TO POSSIBLE CONFLICTS OF INTEREST

There were no conflicts of interest reported.

PLEDGE OF ALLEGIANCE

The Pledge of Allegiance was led by Council Member Porada.

INVOCATION

Mayor Leon held a moment of silence in lieu of an invocation.

PUBLIC COMMENT

Mayor Leon called upon the first speaker:

Heather Freeman, spoke regarding volunteerism and extended an invitation to Community Day of Service.

Teresa McCloskey, spoke regarding rental property concerns. 12 Ontario City Council/Ontario Housing Authority/Ontario Public Financing Authority Regular Meeting Minutes – September 2, 2025

Page 2 of 7 ends

Laura Saint Martin, spoke regarding Immigration and Customs Enforcement concerns.

Martha Aragon, spoke regarding Immigration and Customs Enforcement concerns and against a utility rate increase.

Scott Rafferty, spoke regarding the redistricting process.

Chris Robles, spoke regarding utility rate increases.

Tina Silva, gave a land acknowledgment and spoke regarding Immigration and Customs Enforcement concerns.

Kizee, spoke regarding community improvement concerns.

Randy Bekendam, spoke regarding development and regenerative farming.

Priscila Garcia, spoke regarding Immigration and Customs Enforcement concerns.

Roxana Bautista, spoke regarding Immigration and Customs Enforcement concerns.

Loree Masonis, spoke regarding Immigration and Customs Enforcement.

Marty McBride, spoke regarding homelessness.

Jasmine Chavez, thanked the Ontario Police Department

AGENDA REVIEW/ANNOUNCEMENTS

City Manager Ochoa had no announcements.

CONSENT CALENDAR

MOTION: Moved by Council Member Porada, seconded by Council Member Macias and carried by a unanimous vote of 5-0, to approve the consent calendar as presented.

1. APPROVAL OF MINUTES

Approved minutes for the special meetings of the City Council and Housing Authority of July 30, 2025 and August 5, 2025, and cancelled regular meetings of August 5, 2025, and approving same as on file in the Records Management Department.

2. BILLS & PAYROLL

Approved bills July 31, 2025 through August 7 , 2025, in the amount of $14,003,196.83 and, payroll July 13, 2025 through July 26, 2025, in the amount of $6,302,598.14.

3. A REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF ONTARIO AND

THE CITY OF RANCHO CUCAMONGA FOR PAVEMENT REHABILITATION OF

THE VINEYARD AVENUE AND EIGHTH STREET INTERSECTION

The City Council authorized the City Manager, or his designee, to execute a Reimbursement Agreement between the City of Ontario and the City of Rancho Cucamonga for the pavement rehabilitation of the Vineyard Avenue and Eighth Street intersection, estimated to be $176,484.

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Page 3 of 7 ends

4. AUTHORIZE THE RENEWAL OF THE CITY ’S GEOGRAPHIC INFORMATION SYSTEM SOFTWARE LICENSE AGREEMENT WITH ESRI, INC.

The City Council authorize d the City Manager, or his designee, to execute the renewal of the City's Geographic Information System (GIS) software Agreement with ESRI, Inc., of Redlands, CA, for annual licensing and maintenance support, for a total contract not-to-exceed of $643,632 for a three-year term.

5. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH

INLAND EMPIRE STAGES, LTD, FOR CHARTER BUS TRANSPORTATION

SERVICES

The City Council authorize d the City Manager, or his designee, to execute Amendment No. 1 to the Professional Services Agreement with Inland Empire Stages, Ltd., increasing the co ntract by $244,000 for a new total not -to-exceed amount of $384,000, and extend the contract term to June 30, 2027.

6. AN AMENDMENT TO THE GOODS AND SERVICES AGREEMENT WITH J6D INC,

FOR CUSTOM APPAREL SERVICES

The City Council authorized the City Manager or his designee to execute Amendment No. 1 to the Goods and Services Agreement with J6D, Inc. of Ontario, California, in the amount of $200,000 for a total not -to-exceed contract amount of $500,000, and extend the contract term to October 16, 2027.

7. OPTING INTO A SETTLEMENT AGREEMENT WITH PURDUE PHARMA, L.P.

AND THE SACKLER FAMILY

The City Council authorize d the City Manager, or his designee, to opt into a Settlement Agreement with opioid distributors, Purdue Pharma, L.P . and the Sackler Family, and authorized the City Manager to execute any docum ents necessary to implement the action.

8. A CONSTRUCTION CONTRACT WITH BOGH CONSTRUCTION LLC FOR THE

CONSTRUCTION OF THE DE ANZA PARK RENOVATION PROJECT

The City Council took the following actions:

A. Authorized the City Manager, or his designee, to execute a Construct ion Contract for D&C25 -001 De Anza Park Renovation with Bogh Construction LLC, of Beaumont, California, for the De Anza Park Renovation Project for a total contract amount of $11,541,198 plus a 10% contingency of $1,154,120, for a total contract amount not-to-exceed $12,695,318; and

B. Authorized the City Manager, or his designee, to execute all documents required for the completion of the project which may include, but is not limited to, agreements, assessments, easements, reduction of retention accounts, contract amendments within the authorization limits, and filing a notice of completion at the conclusion of all construction-related activities.

14 Ontario City Council/Ontario Housing Authority/Ontario Public Financing Authority Regular Meeting Minutes – September 2, 2025

Page 4 of 7 ends

9. A MAINTENANCE SERVICES AGREEMENT WITH T.E. ROBERTS INC. FOR ON-

CALL SERVICES FOR WATER DISTRIBUTION AND SEWAGE COLLECTION

SYSTEM REPAIRS
The City Council authorized the City Manager, or designee, to execute a one -year Maintenance Services Agreement with T.E. Roberts Inc., of Irvine, California, for on-call water distribution and sewage collection system repairs in the amount of $1,200,000 from September 2, 2025 to June 30, 2026, with the option to extend the agreement for up to four successive one -year periods for a total not -to-exceed $6,630,750.

10. AN AMENDMENT TO THE MAINTENANCE SERVICES AGREEMENT WITH FUEL SERV, INC. FOR FUEL SITE EQUIPMENT MAINTENANCE AND ON -CALL

SERVICES

The City Council authorized the City Manager, or his designee, to execute Amendment No. 1 to the Maintenance Services Agreement with Fuel Serv, Inc., of Montclair, California, for fuel site equipment maintenance and on-call services in the amount of $600,000, for a total n ot-to-exceed contract amount of $750,000, and exercising the remaining four option years extending the term to September 30, 2029.

11. AUTHORIZE THE PURCHASE OF SPECIALIZED LAW ENFORCEMENT SAFETY

EQUIPMENT WITH AARDVARK

The City Council authorized the City Manager or his designee to execute the one - time purchase of specialized law enforcement safety equipment through Aardvark, with its principal place of business in La Verne, California, for an amount not to exceed $187,684.

12. AN AMENDMENT TO THE MAINTENANCE SERVICES AGREEMENT WITH ASSETWORKS, INC. FOR FLEET MAINTENANCE, REPAIR, DATA TRACKING

SOFTWARE, AND DATA RETENTION

The City Council authorized the City Manager, or his designee, to execute Amendment No. 2 to the Maintenance Services Agreement with AssetWorks, Inc., of Wayne, Pennsylvania, for the fleet maintenance, repair, data tracking software, and data retention in the amount of $198,142 for a total not -to-exceed amount of $345,485 over the five-year term.

13. AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH

JUNIPER GROUP, LLC FOR LEADERSHIP COACHING AND EMPLOYEE

DEVELOPMENT SERVICES
The City Council authorized the City Manager, or his designee, to execute Amendment No. 4 to the Professional Services Agreement with Juniper Group, LLC, of Annapolis, Maryland, for leadership coaching and employee development services in the amount of $175,000 for a total not-to-exceed amount of $325,000. 15 Ontario City Council/Ontario Housing Authority/Ontario Public Financing Authority Regular Meeting Minutes – September 2, 2025

Page 5 of 7 ends

PUBLIC HEARINGS

14. A PUBLIC HEARING TO APPROVE FILE NO. PUD23 -001, A PLANNED UNIT DEVELOPMENT ON 0.37 -ACRE OF LAND LOCATED AT 111 NORTH

MONTEREY AVENUE

The City Council introduced and waived further reading of an Ordinance approving File No. PUD23-001, the Monterey Avenue Planned Unit Development, establishing development standards, design guidelines, and infrastructure requirements to facilitate a commercial development at 111 North Monterey Avenue.

ORDINANCE NO. 3313 (FIRST READING) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, APPROVING FILE NO.

PUD23-001, A PLANNED UNIT DEVELOPMENT TO ESTABLISH DEVELOPMENT

STANDARDS, DESIGN GUIDELINES, AND INFRASTRUCTURE REQUIREMENTS FOR PROPERTY LOCATED AT 111 NORTH MONTEREY AVENUE, WITHIN LUA-3 (HOLT BOULEVARD) OF THE MU -1 (DOWNTOWN MIXED USE) ZONING DISTRICT, AND MAKING FINDINGS IN SUPPORT THEREOF - APN: 1048-523-15.

Notice of public hearing was duly given. Affidavits of compliance were on file. There were no written communications. Mayor Leon opened the public hearing and inquired if anyone was interested in speaking to the item. Hearing no one wishing to speak, Mayor Leon closed the public hearing and opened the item for Council discussion.

MOTION: Moved by Council Member Bowman, seconded by Council Member Porada and carried by a unanimous vote of 5-0, to introduce Ordinance No. 3313.

15. LEASE FINANCING PLAN FOR THE PROPOSED ACQUISITION OF PARK LAND

AT THE SOUTHWEST CORNER OF PARK VISTA DRIVE AND ARCHIBALD AVENUE

The City Council authorize d the City Manager, or his designee, to execute all documents required for the completion of the lease -leaseback financing within the authorization limits and adopted a Resolution approving:

A. The financing for the acquisition of real property located at southwest corner of Park Vista Drive and Archibald Avenue for a period of ten (10) years; and B. The Lease Agreement between the City of Ontario and the Ontario Public Finance Authority; and
C. The Site and Facility Lease between the City of Ontario and Ontario Pub lic Finance Authority

The Ontario Public Finance Authority authorized the Executive Director, or his designee, to execute all documents required for the completion of the lease - leaseback financing within the authorization limits and adopt a Resolution approving:

A. The financing for the acquisition of real property located at southwest corner of Park Vista Drive and Archibald Avenue for a period of ten (10) years; and 16 Ontario City Council/Ontario Housing Authority/Ontario Public Financing Authority Regular Meeting Minutes – September 2, 2025

Page 6 of 7 ends

B. The Lease Agreement between the City of Ontario and the Ontario Public Finance Authority; and
C. The Site and Facility Lease between the City of Ontario and Ontario Public Finance Authority; and
D. The Assignment Agreement between the Ontario Public Finance Authority and SC Ontario Development Company, LLC.

RESOLUTION NO. 2025 -134 A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF ONTARIO, CALIFORNIA, AUTHORIZING PROCEEDINGS AND

AGREEMENTS RELATING TO THE FINANCING OF PUBLIC CAPITAL

IMPROVEMENTS FOR PUBLIC PURPOSES, APPROVING PREPARATION AND AUTHORIZING OFFICIAL ACTIONS.

RESOLUTION NO. OPFA -013 A RESO LUTION OF THE ONTARIO PUBLIC

FINANCING AUTHORITY , OF THE CITY OF ONTARIO, CALIFORNIA,

AUTHORIZING A LEASE FINANCING IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $21,829,500 IN CONNECTION WITH THE FINANCING OF

PUBLIC CAPITAL IMPROVEMENTS, AUTHORIZING AND DIRECTING

EXECUTION OF A SITE AND FACILITIES LEASE, LEASE AGREEMENT,

ASSIGNMENT AGREEMENT AND AUTHORIZING OFFICIAL ACTIONS AND EXECUTION OF RELATED DOCUMENTS.

Public Comment
Chris Robles, spoke in opposition.

MOTION: Moved by Council Member Bowman, seconded by Council Member Porada and carried by a unanimous vote of 5 -0, to adopt Resolution Nos. 2025 -134 and OPFA-013.

STAFF MATTERS

City Manager Ochoa made no announcements.

COUNCIL MATTERS

Council Member Porada announced the Ontario Heritage event.

Mayor pro Tem Wapner sought consensus to adjourn the meeting in honor of Dale Briggs, who recently passed.

Council Member Bowman had no comments.

Council Member Macias commented regarding the importance of parks.

Mayor Leon spoke in memory of Dale Briggs and announced the concert in Town Square. 17 Ontario City Council/Ontario Housing Authority/Ontario Public Financing Authority Regular Meeting Minutes – September 2, 2025

Page 7 of 7 ends

ADJOURNMENT
Mayor Leon adjourned the meetings of the Joint Agencies in memory of Dale Briggs at 7:17 p.m., and announced the next regular meeting was scheduled for September 16, 2025.

Respectfully submitted,

____________________________________

SHEILA MAUTZ, CITY CLERK/SECRETARY

APPROVED:

_____________________________________
PAUL S. LEON, MAYOR/CHAIRMAN
18 Department: Public Works
Prepared By: Bryan Lirley
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Khoi Do, Andrea Ampig, Bonnie
Tam
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 3
SUBJECT:

AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH 4LEAF, INC. FOR ON-CALL STRUCTURAL PLAN CHECKING SERVICES

CITY OF ONTARIO
Agenda Report
October
7, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council authorize the City Manager, or his designee, to execute Amendment No. 1 to the Professional Services Agreement with 4Leaf, Inc., of Newport Beach, California, for on-call structural plan checking services, in the amount of $100,000 for a total not-to- exceed contract amount of $400,000 and exercising the two additional one-year terms.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
Ensure the Development of a Well Planned, Balanced, and Self-Sustaining Community in Ontario Ranch
FISCAL IMPACT:

The proposed Amendment No. 1 to the Professional Services Agreement with 4Leaf, Inc. is in the amount of $50,000 per year for the next two years for a total not-to-exceed contract amount of $400,000. The Fiscal Year 2025-26 Adopted Budget includes appropriations in the General Fund for on-call structural plan checking services.

BACKGROUND & ANALYSIS:

In August 2022, the City solicited proposals for Invitation No. 1568 for on-call structural plan checking services. Using a quality-based selection, a panel of City staﬀ determined that 4Leaf, Inc. was the most qualiﬁed ﬁrm. In November 2022, the City Council awarded a three-year Professional Services Agreement, with an optional two-year extension to 4Leaf, Inc.

Due to the volume and timing of development within the City, and the specialized nature of structural plan checking services, approval of this amendment is needed to supplement the City's in-house and existing consultant plan check staﬀ. This will allow the City to maintain the schedule commitments to support development-related construction activities and to ensure that construction progresses in compliance with City requirements. 19 46700.00100\33287662.1

Page 1 of 3 ends

BB&K 2020

AMENDMENT NO. 1

TO THE PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
4LEAF, INC.

1. Parties and Date.

This Amendment No. 1 to the Agreement (as defined herein) is made and entered as of ____________, by and between the City of Ontario (“City”) and 4Leaf, Inc. a Corporation with its principal place of business at 2126 Rheem Drive , Pleasanton, CA 94588 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. The City and Consultant have entered into an agreement entitled “Professional Engineering Services for Structural Plan Checking ” dated November 15, 2022 (“Agreement”).

2.2 Amendment Purpose . T he City and Consultant desire to amend the Agreement for structural plan checking services to extend two (2) additional year s from November 15, 2025, to November 14 , 2027, and increase the not -to-exceed contract amount One Hundred Thousand Dollars ($100,000) for a total not-to-exceed contract amount of Four Hundred Thousand Dollars ($400,000).

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.1 of the Agreement is hereby amended in its entirety to read 20 46700.00100\33287662.1

Page 2 of 3 ends

BB&K 2020

as follows:

3.1.2 Compensation
Consultant shall receive compensation for all Services rendered under this Agreement. In no event shall the total amount paid for services rendered by Consultant during the extended period of November 15, 2022 through November 14, 2023, exceed the sum of One Hundred Thousand ($ 100,000); and from November 15, 2023 through November 14, 2024 , exceed the sum of One Hundred Thousand ($ 100,000); and from November 15, 2024 through November 14, 2025 , exceed the sum of One Hundred Thousand ($ 100,000); from November 15, 2025 through November 14, 2026, exceed the sum of Fifty Thousand Dollars ($50,000), and from November 15, 2026 through November 14, 2027, exceed the sum of Fifty Thousand Dollars ($50,000) with a revised cumulative contract not -to-exceed amount of Four Hundred Thousand ($400,000).

3.2 Continuing Effect of Agreement . Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1.

3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5 Integration. This Amendment represents the entirety of the Parties’ understanding relating to the subject of this Amendment, including written or verbal communications between the Parties, which shall have no relevance unless expressly incorporated herein. This is an integrated amendment.

[SIGNATURES ON FOLLOWING PAGE]

21 46700.00100\33287662.1

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BB&K 2020

SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES

AGREEMENT BETWEEN THE CITY OF ONTARIO
AND 4LEAF, INC.

IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 1 as of the day and year first above written.

CITY OF ONTARIO 4Leaf, Inc.

By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

City Clerk

22 Department: Public Works
Prepared By: Bryan Lirley
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Khoi Do, Bonnie Tam, Andrea
Ampig
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 4
SUBJECT:

AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH DANKEN, INC. FOR ON-CALL STRUCTURAL INSPECTION AND CONSTRUCTION

MANAGEMENT SERVICES

CITY OF ONTARIO
Agenda Report
October
7, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council authorize the City Manager, or his designee, to execute Amendment No. 1 to the Professional Services Agreement with Danken, Inc., of Ladera Ranch, California, for on-call structural inspection and construction management services in the amount of $500,000 for a total not-to-exceed contract amount of $2,100,000 and exercise the two additional one-year terms.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

The proposed Amendment No. 1 to the Professional Services Agreement with Danken, Inc. is in the amount of $250,000 per year for the next two years for a total not-to-exceed contract amount of $2,100,000. The Fiscal Year 2025-26 Adopted Budget includes appropriations in the General Fund for on-call structural inspection and construction management services.

BACKGROUND & ANALYSIS:

In August 2022, the City solicited proposals for Invitation No. 1567 for on- call structural inspection and construction management services. Using a quality-based selection, a panel of City staﬀ determined Danken, Inc. to be the most qualiﬁed ﬁrm. In November 2022, the City Council awarded a three-year Professional Services Agreement, with an optional two-year extension to Danken, Inc.

Due to the volume and timing of construction, specialized structural inspection services will be needed to supplement the City's in-house inspection staﬀ. This will allow the City to maintain the scheduled commitments to support development-related construction activities and to ensure that construction progresses in compliance with City requirements.
23 46700.00100\33287662.1

Page 1 of 3 ends

BB&K 2020

AMENDMENT NO. 1

TO THE PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
DANKEN, INC.

1. Parties and Date.

This Amendment No. 1 to the Agreement (as defined herein) is made and entered as of ____________, by and between the City of Ontario (“City”) and Danken, Inc. a Corporation with its principal place of business at 27 Strathmore, Ladera Ranch, CA 92694 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. The City and Consultant have entered into an agreement entitled “Professional Engineering Services for Structural Inspection and Construction Management” dated November 15, 2022 (“Agreement”).

2.2 Amendment Purpose. T he City and Consultant desire to amend the Agreement for structural inspection and construction management services to extend two (2) additional years from November 15, 2025, to November 14, 2027, and increase the not-to-exceed amount Five-Hundred Thousand Dollars ($ 500,000) for a total not-to-exceed contract amount of Two Million One Hundred Thousand ($2,100,000).

2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.1 of the Agreement is hereby amended in its entirety to read 24 46700.00100\33287662.1

Page 2 of 3 ends

BB&K 2020

as follows:

3.1.2 Compensation
Consultant shall receive compensation for all Services rendered under this Agreement. In no event shall the total amount paid for services rendered by Consultant during the extended period of November 15, 2022 through November 14, 2023 , exceed the sum of Six Hundred Thousand ($6 00,000); and from November 15, 2023 through November 14, 2024 , exceed the sum of Five Hundred Thousand ($ 500,000); and from November 15, 2024 through November 14, 2025 , exceed the sum of Five Hundred Thousand ($500,000) ; from November 15, 2025 through November 14, 2026 , exceed the sum of Two Hundred Fifty Thousand Dollars ($ 250,000), and from November 15, 202 6 through November 14, 202 7, exceed the sum of Two Hundred Fifty Thousand Dollars ($250,000) for a revised cumulative contract not -to-exceed amount of Two Million One Hundred Thousand ($2,100,000).

[SIGNATURES ON FOLLOWING PAGE]

25 46700.00100\33287662.1

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BB&K 2020

SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES

AGREEMENT BETWEEN THE CITY OF ONTARIO
AND DANKEN, INC.

IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 6 as of the day and year first above written.

CITY OF ONTARIO Danken, Inc.

By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

Scott Ochoa
City Manager
Approved as to Form:

_____________________________________
Best Best & Krieger LLP
City Attorney

Attested By:

City Clerk

26 Department: Records Management
Prepared By: Karen Morrison
Department:

Prepared By: Karen Morrison
Staff Member Presenting: Claudia Y. Isbell,
Assistant City Clerk
Reviewed By: Raiza Ibanez
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 5
SUBJECT:

A RESOLUTION AUTHORIZING THE DESTRUCTION OF CERTAIN ELECTRONIC

RECORDS RETAINED WITHIN SOFTWARE DATABASES IN ACCORDANCE WITH CITY

RECORDS RETENTION SCHEDULES

CITY OF ONTARIO
Agenda Report
October
7, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council adopt a Resolution allowing the approval for the automatic destruction of electronic records that have reached the end of their designated retention periods.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
FISCAL IMPACT:

There is no fiscal impact associated with this action.

BACKGROUND & ANALYSIS:

The City of Ontario maintains a variety of electronic records stored on various databases, including public records requests, ﬁnancials, payroll, permits, emails, licenses, etc. These records are subject to retention schedules and policies designed to comply with applicable laws, regulations, and internal requirements. Regular reviews are conducted to identify records that have met their retention periods and are eligible for destruction.

Due to new technology, the City has advanced to automated systems that will perform ongoing daily destructions of electronic records to keep the City in compliance with the adopted retention schedule.

These records have been thoroughly reviewed and are no longer required for legal, regulatory, or operational purposes. Their continued storage presents potential risks and costs related to data security, storage capacity, and electronic discovery.

Compliance: The records have met their retention requirements as deﬁned by City of Ontario's adopted records retention schedule and applicable regulations.

Risk Mitigation: Continued storage of these electronic records increases the risk of 27 unauthorized access, data breaches, and potential legal exposure.

Cost Savings: Destroying these records will free up valuable storage space and reduce the costs associated with data storage and maintenance.

Eﬃcient Discovery: By removing outdated data, electronic discovery processes become more efficient.

Staﬀ is recommending that the City Council approve and adopt a Resolution for the secure and permanent destruction of the electronic records when the retention date is met. 28 RESOLUTION NO. ________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO,

CALIFORNIA, APPROVING THE ONGOING DESTRUCTION OF

CERTAIN ELECTRONIC RECORDS RETAINED WITHIN SOFTWARE

DATABASES IN ACCORDANCE WITH CITY RECORDS RETENTION
SCHEDULES.

WHEREAS, Section[s] 34090 and 34090.7 of the Government Code of the State of California provides a procedure whereby any City record1 which has served its purpose and is no longer required may be destroyed; and

WHEREAS, the State of California has adopted guidelines 2 for retention period s for various government records; and

WHEREAS, the City of Ontario (“City”) Council adopted Resolution No. 2021-186 on December 21, 2021, making revisions and updating the Records Retention Schedule; and

WHEREAS, the City generates and maintains electronic records within various databases in the course of its operations; and

WHEREAS, these electronic records are subject to retention schedules and policies established by the City to comply with legal, regulatory, and operational requirements; and

WHEREAS, certain electronic records have reached the end of their designated retention periods and are no longer required for legal, regulatory, or operational purposes; and

WHEREAS, the continued storage of these records poses potential risks and costs associated with data security, storage capacity, and electronic discovery; and

WHEREAS, it is the intent of the City to improve its processes to become more efficient and cost effective by allowing for the use and acceptance of electronic records when conducting City business; and

WHEREAS, the City desires to improve its processes and become more efficient without compromising security; and

WHEREAS, the proposed destruction will be conducted in a manner that ensures the confidentiality, integrity, and availabili ty of remaining records and complies with all applicable laws and regulations.

1 Cal Gov. Code, § 7920.530
2 Cal Gov. Code, § 12236
29 NOW, THEREFORE, BE IT RESOLVED, that the City Council of City of Ontario does resolve as follows:

SECTION 1. The City Council does hereby find and declare that the above recitals are true and correct.

SECTION 2. The electronic records maintained in databases of the City of Ontario as set forth in the Records Retention Schedule are hereby authorized to be destroyed automatically on an ongoing basis as provided by Government Code Section[s] 34090 and 34090.7 and in accordance with the provisions of said schedule. Such destruction shall not occur if the records are subject to pending or reasonably foreseeable litigation, audits, or public records requests.

SECTION 3. A Destruction Log shall be completed to document the records destroyed, including the dates of destruction, and report or listing of the records destroyed for all destructions. This Destruction Log shall be retained permanently and documented for audit purposes.

SECTION 4. This Resolution shall become effective upon its adoption.

SECTION 5. The City Clerk is authorized and directed to implement procedures for the secure destruction of such records consistent with City policy and applicable security standards.

The City Clerk of the City of Ontario shall certify as to the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED this 7th day of October 2025

_____________________________________
PAUL S. LEON, MAYOR

ATTEST:

____________________________________

SHEILA MAUTZ, CITY CLERK

30 APPROVED AS TO FORM:

____________________________________

BEST BEST & KRIEGER, LLP

CITY ATTORNEY

31 STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )

I, SHEILA MAUTZ, City Clerk of the City of Ontario, DO HEREBY CERTIFY that foregoing Resolution No. 2025- was duly passed and adopted by the City Council of the City of Ontario at their regular meeting held October 7, 2025 by the following roll call vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

____________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

The foregoing is the original of Resolution No. 202 5- duly passed and adopted by the Ontario City Council at their regular meeting held October 7, 2025.

_____________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

32 Department: Planning
Prepared By: Robert Morales
Staff Member Presenting: Rudy Zeledon,
Executive Director Community Development
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 6
SUBJECT:

AN ORDINANCE APPROVING FILE NO. PUD23-003, A PLANNED UNIT DEVELOPMENT ON 2.07 ACRES OF LAND LOCATED AT 1389 EAST HOLT

BOULEVARD

CITY OF ONTARIO
Agenda Report
October
7, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council consider and adopt an Ordinance Approving File No.

PUD23-003, the Holt Residential Planned Unit Development, establishing development standards, design guidelines, and infrastructure requirements to facilitate a residential development at 1389 East Holt Boulevard.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods FISCAL IMPACT:

There is not a direct ﬁscal impact associated with this action. The proposed Holt Residential Planned Unit Development (PUD) establishes development standards and guidelines to facilitate the development of residential units. Implementation of the PUD would result in an increase in property taxes from future residential development and the one-time payment to the City for plan check fees and development impact fees.

BACKGROUND & ANALYSIS:

On September 16, 2025, the City Council introduced and waived further reading of an Ordinance Approving the Planned Unit Development.

On July 6, 2023, JWDA-MS ARCHITECTS ﬁled a Planned Unit Development application (File No.

PUD23-003).

The Project site consists of 2.07 acres of land located at 1389 East Holt Boulevard, at the northwest corner of Holt Boulevard and Imperial Avenue, within the MU-6 (East Holt Mixed Use) zoning district. The site is currently vacant and undeveloped. The property is situated along the Holt Boulevard corridor, a key urban revitalization area identiﬁed in The Ontario Plan (“TOP”) 2050 Vision, intended to support higher-intensity, mixed-use inﬁll development and improved transit connectivity.
33 The Project site is generally surrounded by a mix of residential, commercial, and light industrial land uses. Properties to the north include single-family residential homes, while parcels to the east across Imperial Avenue are developed with mobile home units. To the south across Holt Boulevard, land uses consist of automotive-related uses and commercial uses. Properties to the west include residential and commercial uses. The site is also located within proximity to areas identiﬁed for transit-oriented development under the City’s long-range planning efforts.

The Policy Plan states that the Mixed-Use Holt Corridor must be implemented through the approval of a Planned Unit Development before any property development occurs. In compliance with this requirement, the Applicant has submitted the Holt Residential Planned Unit Development (included as Attachment A to the Ordinance), which is consistent with this vision, goals, and policies of the Policy Plan.

Key components of the Holt Residential Planned Unit Development include the following:

Land Use and Development Regulations
— The MU-6 (East Holt Mixed-Use) zoning district
allows for residential development at a density of 14 to 40 dwelling units per acre. Consistent with the MU-6 zoning and The Ontario Plan (“TOP”) land use designation of Mixed Use – Holt (MU-Holt), the Holt Residential Planned Unit Development (PUD) allows for multiple-family residential development within this density range and establishes standards for building height, setbacks, open space, and site layout. The PUD is intended to facilitate compact, walkable inﬁll housing that complements the urban form, scale, and character of the Holt Boulevard corridor.

Landscaping
— The PUD establishes guidelines for landscaping that promote the use of “California-friendly” and drought-tolerant plant materials consistent with water-eﬃcient design principles. Landscaping is intended to enhance the overall character of the development, complement architectural styles, and provide screening for utility equipment, trash enclosures, and parking areas. A landscape and irrigation plan is required prior to the issuance of building permits and must comply with applicable City standards.

Parking and Circulation
— The PUD requires compliance with the parking, loading, and lighting provisions of the City of Ontario Development Code (Division 6.03) and applicable provisions of State Density Bonus Law. Resident parking is accommodated on-site within enclosed two-car garages. As permitted under State law, the Project is subject to reduced parking ratios consistent with Density Bonus provisions. Internal circulation is provided through a private drive aisle that connects directly to Holt Boulevard and Imperial Avenue, ensuring safe and efficient access throughout the site.

Access to Mass Transit
—
The Project is located along the Holt Boulevard Bus Rapid Transit (BRT) Corridor, with an existing westbound Omnitrans Route 61 bus stop directly in front of the site.

Architectural Character

— The PUD requires a modern interpretation of the Spanish colonial style to enhance the overall character of the Holt Boulevard corridor. Building design will incorporate high-quality elements such as varied rooﬂines composed of gabled forms with s-proﬁle terracotta tiles, stucco ﬁnishes, recessed windows, and decorative detailing to create visual interest. The PUD requires the use of at least 3 diﬀerent materials and a 34 combination of light and dark colors to provide contrast across the building elevations.

Windows will be recessed, and decorative light ﬁxtures will be consistent with the Spanish colonial character. Parapet walls and other architectural features conceal rooftop equipment from public view.

On August 26, 2025, the Planning Commission conducted a public hearing to consider the project and concluded the hearing on that date. After considering all public testimony on the application, the Planning Commission voted (5-0) approving the Development Plan (File No. PDEV23-019) application to facilitate construction of 50 multiple-family units and recommended that the City Council approve a Resolution for the Holt Residential Planned Unit Development.

HOUSING ELEMENT COMPLIANCE
: The Project has been reviewed for consistency with the Housing Element of the Policy Plan component of The Ontario Plan, as State Housing Element law (as prescribed in Government Code Sections 65580 through 65589.8) requires that development projects must be consistent with the Housing Element, if upon consideration of all its aspects, it is found to further the purposes, principles, goals, and policies of the Housing Element.

AIRPORT LAND USE COMPATIBILITY PLAN (ALUCP) COMPLIANCE
: The California State
Aeronautics Act (Public Utilities Code Section 21670 et seq.) requires that an Airport Land Use Compatibility Plan be prepared for all public use airports in the State; and requires that local land use plans and individual development proposals must be consistent with the policies set forth in the adopted Airport Land Use Compatibility Plan. On April 19, 2011, the City Council of the City of Ontario approved and adopted the ONT ALUCP, establishing the Airport Inﬂuence Area for Ontario International Airport, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and limits future land uses and development within the Airport Inﬂuence Area, as they relate to noise, safety, airspace protection, and overﬂight impacts of current and future airport activity. As the decision-making body for the Project, the City Council has reviewed and considered the facts and information contained in the Application and supporting documentation against the ONT ALUCP compatibility factors, including [1] Safety Criteria (ONT ALUCP Table 2-2) and Safety Zones (ONT ALUCP Map 2-2), [2] Noise Criteria (ONT ALUCP Table 2-3) and Noise Impact Zones (ONT ALUCP Map 2-3), [3] Airspace protection Zones (ONT ALUCP Map 2-4), and [4] Overﬂight Notiﬁcation Zones (ONT ALUCP Map 2-5). As a result, the City Council, therefore, ﬁnds and determines that the Project, when implemented in conjunction with the conditions of approval, will be consistent with the policies and criteria set forth within the ONT ALUCP.

ENVIRONMENTAL REVIEW
: The Project is exempt from the requirements of the California Environmental Quality Act (CEQA) and the guidelines promulgated thereunder, pursuant to Section 15332 (Class 32 – Inﬁll Development Projects) of the CEQA Guidelines. The Project qualiﬁes as inﬁll development because it is consistent with the applicable general plan and zoning designation, occurs within city limits on a site less than five acres substantially surrounded by urban uses, has no value as habitat for endangered species, would not result in signiﬁcant eﬀects related to traﬃc, noise, air quality, or water quality, and can be adequately served by all required utilities and public services.
35 ORDINANCE NO.________

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTA RIO, CALIFORNIA, APPROVIN G FILE NO. PUD23 -003, A PLANNED UNIT

DEVELOPMENT TO ESTABLISH PLANNING AND DESIGN PRINCIPLES,

DEVELOPMENT REGULATI ONS, AND PERFORMANCE STANDARDS
TO GOVERN FUTURE DEVELOPMENT OF 2.07 ACRES OF LAN D,
LOCATED AT 1389 EAST HOLT BOULEVARD, WITHIN THE MU-6 (EAST

HOLT MIXED USE) ZONI NG DISTRICT, AND MAK ING FINDINGS IN SUPPORT THEREOF—APN: 0110-071-02.

WHEREAS, JWDA-MS ARCHITECTS ("Applicant") has filed an Application for the approval of a Planned Unit Development, File No. PUD23-003, as described in the title of this Ordinance (hereinafter referred to as "Application" or "Project"); and

WHEREAS, the Application applies to 2.07 acres of land generally located at the northwest corner of Holt Boulevard and Imperial Avenue, at 1389 East Holt Boulevard within the MU-6 (East Holt Mixed Use) zoning district, and is presently vacant; and

WHEREAS, the property to the north of the Project site is within the MU -6 (East Holt Mixed Use) zoning district and is developed with a single -family residence. The property to the east is within the MU -6 (East Holt Mixed Use) zoning district and is developed with mobile homes. The property to the south is within the BP (Business Park) zoning district and is developed with automotive retail. The property to the west is within the MU-6 (East Holt Mixed Use) zoning district and is currently vacant; and

WHEREAS, the proposed PUD establishes site-specific development regulations, design guidelines, and land use standards to facilitate the residential development while ensuring compatibility with surrounding land uses and compliance with the City’s Development Code and policy documents; and

WHEREAS, the PUD is consistent with the goals and policies of The Ontario Plan, including the Land Use, Housing, and Community Design Elements, by promoting infill development, supporting transit-oriented housing along the Holt Boulevard corridor, and incorporating high-quality architectural and landscape design; and

WHEREAS, the PUD contributes to the revitalization of the Holt Boulevard corridor by providing a high-quality residential development adjacent to a Bus Rapid Transit (BRT) stop, and supports the intent of the former Center City Redevelopment Plan to encourage higher-density housing in close proximity to Downtown Ontario and the Ontario Airport Metro Center; and

WHEREAS, the proposed PUD includes development standards for height, setbacks, parking, circulation, landscaping, open space, and architectural design that are appropriate for the site and consistent with the MU-6 zoning district; and

36 WHEREAS, the project site is located within a 65 -70 CNEL noise contour of the Ontario International Airport Land Use Compatibility Plan, and the PUD requires compliance with indoor noise attenuation requirements for all residential units and indoor common areas; and

WHEREAS, the Application is a project pursuant to the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) ("CEQA"); and

WHEREAS, the Project is exempt from CEQA pursuant to a categorical exemption (listed in CEQA Guidelines Article 19, commencing with Section 15300) and the application of that categorical exemption is not barred by one of the exceptions set forth in CEQA Guidelines Section 15300.2; and

WHEREAS, Ontario Development Code Table 2.02 -1 (Review Matrix) grants the City Council the responsibility and authority to review and act on the subject Application; and

WHEREAS, the Project is located within the Airport Influence Area of Ontario International Airport ("ONT"), which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and is subject to, and must be consistent with, the policies and criteria set forth in the Ontario International Air port Land Use Compatibility Plan (ALUCP), which applies only to jurisdictions within San Bernardino County, and addresses the noise, safety, airspace protection, and overflight impacts of current and future airport activity; and

WHEREAS, City of Ontario D evelopment Code Division 2.03 (Public Hearings) prescribes the manner in which public notification shall be provided and hearing procedures to be followed, and all such notifications and procedures have been completed; and

WHEREAS, on August 26, 2025, the Planning Commission of the City of Ontario conducted a hearing to consider the Project, and concluded said hearing on that date, voting to issue Resolution No. PC25-041 recommending the City Council approve the Application; and

WHEREAS, on September 16, 2025, the City Council of the City of Ontario conducted a hearing to consider the Project, and concluded said hearing on that date; and

WHEREAS, all legal prerequisites to the adoption of this Ordinance have occurred.

NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED, AND ORDAINED by the City Council of the City of Ontario, as follows:

SECTION 1: Environmental Determination and Findings. As the decision- making body for the Project, the City Council has reviewed and considered the information contained in the administrative record for the Project. Based upon the facts and information contained in the administrative record, including all written and oral evidence presented to the City Council, the City Council finds as follows:
37 (1) The administrative record ha s been completed in compliance with CEQA, the State CEQA Guidelines, and the City of Ontario Local CEQA Guidelines; and

(2) The Project is categorically exempt from environmental review pursuant to Section 15332 (Class 32, In -Fill Development Projects) of the CEQA Guidelines and meets all of the following conditions

(a) The Project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations. The proposed Project is located within the Mixed Use – Holt Boulevard land use designation of the Policy Plan Land Use Map, and the MU -6 (East Holt Mixed Use) zoning district. The proposed Project is consistent with all applicable general plan policies, as well as with the MU-6 (East Holt Mixed Use) zoning district and applicable Holt Residential Planned Unit Development, and Development Code regulations.

(b) The proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses .

The project is proposed within the established boundaries of the City of Ontario, covering approximately 2.07 acres of land. To the north, there are single -family residential homes, whi le the parcels to the east, across Imperial Avenue, are developed with mobile home units.

To the south, across Holt Boulevard, the area consists of automotive- related commercial businesses and retail storefronts. Properties to the west include both residential and commercial uses.

(c) The Project site has no value as habitat for endangered, rare, or threatened species. The site is currently vacant and lacks any wildlife, making it unsuitable as a habitat for endangered, rare, or threatened species. Furthermore , the site is not indicated on any federal or state designation maps. Surrounding developments include various types of properties: to the north, there are single - family residential homes; to the east, across Imperial Avenue, there are mobile home units; t o the south, beyond Holt Boulevard, there are automotive-related businesses and retail storefronts; and to the west, the area features a mix of residential and commercial properties.

(d) Approval of the Project would not result in any significant effects relating to traffic, noise, air quality, or water quality. The proposed residential development is similar to, and of no greater impact than other allowed uses and development projects within the MU-6 (East Holt Mixed Use) zoning district.

38 (e) The site can be adequately served by all required utilities and public services. All necessary wet and dry utilities are available for the Project site; and

(3) The application of the categorical exemption is not barred by one of the exceptions set forth in CEQA Guidelines Section 15300.2; and

(4) The determination of CEQA exemption reflects the independent judgment of the City Council.

SECTION 2: Airport Land Use Compatibility Plan ("ALUCP") Compliance.

The California State Aeronautics Act (Public Utilities Code Section 21670 et seq.) requires that an Airport Land Use Compatibility Plan be prepared for all public use airports in the State; and requires that local land use plans and individual development proposals must be consistent with the policies set forth in the adopted Airport Land Use Compatibility Plan.

(1) On April 19, 2011, the City Council of the City of Ontario approved and adopted the Ontario International Airport Land use Compatibility Plan, establishing the Airport Influence Area for Ontario International Airport, which encompasses lands within parts of San Bernardino, Riverside, and Los Angeles Counties, and limits future land uses and development within the Airport Influence Area, as they rela te to noise, safety, airspace protection, and overflight impacts of current and future airport activity. As the decision-making body for the Project, the City Council has reviewed and considered the facts and information contained in the Application and supporting documentation against the ONT ALUCP compatibility factors, including [1] Safety Criteria (ONT ALUCP Table 2 -2) and Safety Zones (ONT ALUCP Map 2 -2), [2] Noise Criteria (ONT ALUCP Table 2 -3) and Noise Impact Zones (ONT ALUCP Map 2-3), [3] Airspace protection Zones (ONT ALUCP Map 2-4), and [4] Overflight Notification Zones (ONT ALUCP Map 2-5). As a result, the City Council, therefore, finds and determines that the Project, when implemented in conjunction with the conditions of approval, will be consistent with the policies and criteria set forth within the ONT ALUCP; and

SECTION 3: Concluding Facts and Reasons. Based upon the substantial evidence presented to the City Council during the above -referenced hearing, and upon the specific findings set forth in Section 1 and 2, above, the City Council hereby concludes as follows:

(1) The proposed PUD, or amendment thereto, is consistent with the goals, policies, plans and exhibits of the Vision, Policy Plan (General Plan), and City Council Priorities components of The Ontario Plan. The proposed PUD is consistent with the goals, policies, plans, and exhibits of the Vision, Policy Plan (General Plan), and City Council Priorities components of The Ontario Plan.

39 (2) The proposed PUD, or amendment thereto, would not b e detrimental to the public interest, health, safety, convenience, or general welfare of the City. The proposed PUD would not be detrimental to the public interest, health, safety, convenience, or general welfare of the City. The City Council has imposed appropriate safeguards through conditions of approval to ensure that: [i] the intent and objectives of the Planned Unit Development are upheld; [ii] the project will not jeopardize public health or safety; [iii] no significant environmental impacts will occur as a result of the project; [iv] the development will be compatible with surrounding uses; and [ v] the project is consistent with the Vision, Policy Plan, and City Council Priorities outlined in The Ontario Plan 2050. The PUD incorporates best practices in site planning, building orientation, and pedestrian connectivity, and provides both private and common open space, adequate vehicular access, and proximity to transit, ensuring that the development contributes positively to the overall welfare of the community.

(3) In the case of an application affecting specific property(ies), the proposed PUD, or ame ndment thereto, will not adversely affect the harmonious relationship with adjacent properties and land uses. The proposed PUD will not adversely affect the harmonious relationship with adjacent properties and land uses. The Project site is surrounded by a mix of residential, commercial, and light industrial uses, and the PUD has been designed to complement this context. The motor court townhome configuration provides a scaled transition between surrounding development patterns, and incorporates appropriate setbacks, landscaping, and decorative walls to buffer adjacent parcels. The inclusion of multi-family housing along this segment of the Holt Boulevard Corridor supports the City’s mixed-use and revitalization objectives, and the project will reinforce the area’s character without introducing land use conflicts.

(4) In the case of an application affecting specific property(ies), the subject site is physically suitable, including, but not limited to, parcel size, shape, access, and availability of utilities, fo r the request and anticipated development. The subject site is physically suitable, including, but not limited to, parcel size, shape, access, and availability of utilities, for the proposed development. A detailed review of the 2.07-acre infill site was conducted, including evaluation of its rectangular shape, street frontage along Holt Boulevard and Imperial Avenue, access to existing water, sewer, and stormwater infrastructure, and capacity to accommodate 50 residential units with supporting amenities. T he PUD also addresses building height and setbacks, vehicular and pedestrian circulation, required common and private open space, site landscaping, and proximity to public transit. Based on this review, the site is deemed physically appropriate to accommod ate the proposed development in a safe, efficient, and high-quality manner.

(5) The proposed PUD is superior to that which could be obtained through the application of the Development Code or a specific plan. The proposed PUD is superior to that which could b e obtained through the 40 application of the Development Code or a specific plan. The PUD establishes customized development standards and design guidelines that facilitate a higher-quality, context-sensitive residential project than would be possible under base zoning regulations alone. The PUD supports enhanced architectural articulation, improved streetscape interaction, flexible setbacks, and integration of indoor recreation spaces to comply with airport noise compatibility requirements. These standards wi ll enable a well - designed infill development that aligns with the vision for the Holt Boulevard corridor and better supports the City’s goals for mixed -use revitalization, transit-oriented development, and housing diversity.

SECTION 4: City Council Action. Based upon the findings and conclusions set forth in Sections 1 through 3, above, the City Council hereby APPROVES the herein described Planned Unit Development , attached hereto as "Attachment A, " and incorporated herein by this reference.

SECTION 5: Indemnification. The Applicant shall agree to defend, indemnify and hold harmless, the City of Ontario or its agents, officers, and employees from any claim, action or proceeding against the City of Ontario or its agents, officers or employees to attack, set aside, void, or annul this approval. The City of Ontario shall promptly notify the applicant of any such claim, action, or proceeding, and the City of Ontario shall cooperate fully in the defense.

SECTION 6: Custodian of Records. The documents and materials that constitute the record of proceedings on which these findings have been based are located at the City of Ontario City Hall, 303 East "B" Street, Ontario, California 91764. The custodian for these records is the City Clerk of the City of Ontario.

SECTION 7: Severability. If any section, sentence, clause or phrase of this Ordinance or the application thereof to any entity, person or circumstance is held for any reason to be invalid or unconstitutional, such invalidity or unconstitutionality shall not affect other provisions or applications of this Ordinance which can be given effect without the invalid provision or application, and to this e nd the provisions of this Ordinance are severable. The People of the City of Ontario hereby declare that they would have adopted this Ordinance and each section, sentence, clause or phrase thereof, irrespective of the fact that any one or more section, sub sections, sentences, clauses or phrases be declared invalid or unconstitutional.

SECTION 8: Effective Date. This Ordinance shall become effective 30 days following its adoption.

SECTION 9: Publication and Posting. The Mayor shall sign this Ordinance and the City Clerk shall certify as to the adoption and shall cause a summary thereof to be published at least once, in a newspaper of general circulation in the City of Ontario, California within fifteen (15) days of the adoption. The City Clerk shall post a certified copy of this ordinance, including the vote for and against the same, in the Office of the City Clerk, in accordance with Government Code Section 36933.

41 PASSED, APPROVED, AND ADOPTED this 7th day of October 2025.

_____________________________________
PAUL S. LEON, MAYOR

ATTEST:

_________________________________

SHEILA MAUTZ, CITY CLERK

APPROVED AS TO FORM:

_______________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY

42 STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )

I, SHEILA MAUTZ, City Clerk of the City of Ontario, DO HEREBY CERTIFY that foregoing Ordinance No. _______ was duly introduced at a regular meeting of the City Council of the City of Ontario held September 16, 2025 and adopted at the regular meeting held October 7, 2025 by the following roll call vote, to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

_________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

I hereby certify that the foregoing is the original of Ordinance No. _______ duly passed and adopted by the Ontario City Council at their regular meeting held October 7, 2025 and that Summaries of the Ordinance were published on ___________ an d _____________, in the Inland Valley Daily Bulletin newspaper.

__________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)
43 ATTACHMENT A:

File No. PUD23-003;

HOLT RESIDENTIAL PLANNED UNIT DEVELOPMENT

(Document follows this page)

44 PLANNED UNIT
1389 E. Holt Boulevard
Ontario, California

Prepared for:

CITY OF ONTARIO
303 East B Street
Ontario, California 91764

Prepared by:

Integrity Property Group
Mike Ascione MPA, Principle
[email protected]
Henry Harutunyan, Project Manager
[email protected]
661.600.1265

In coordination with:

JWDA-MS ARCHITECTS
Michael Sun, President
[email protected]
626.288.9199
45 TABLE OF CONTENTS
SECTION 1 INTRODUCTION.........................................................................................................1

1.1 Project Overview....................................................................................................................................2 SECTION 2 PROJECT OBJECTIVES................................................................................................3

2.1 Vision...................................................................................................................................................... 4

2.2 Ontario Plan – Policy Plan..........................................................................................................................5

2.3 City Council Goals....................................................................................................................................9

2.4 Implementation & Objectives.................................................................................................................... 9 SECTION 3 LAND USE PLAN.......................................................................................................10

3.1 Land Use Designation .............................................................................................................................10

3.2 Permitted Uses .......................................................................................................................................10 SECTION 4 DEVELOPMENT REGULATIONS.................................................................................10

4.1 Residential Density.................................................................................................................................10

4.2 Building Height .......................................................................................................................................10

4.3 Building Setbacks...................................................................................................................................11

4.4 Open Space............................................................................................................................................11

4.5 Landscaping & Irrigation Plan ..................................................................................................................12

4.6 Equipment Screening..............................................................................................................................12

4.7 Fences & Walls .......................................................................................................................................12 SECTION 5 PARKING AND CIRCULATION....................................................................................13

5.1 Site Accessibility.....................................................................................................................................13

5.2 Vehicle Circulation..................................................................................................................................13

5.3 Pedestrian Circulations ..........................................................................................................................13

5.4 Access to Mass Transit............................................................................................................................13

5.5 Public Right-of-Way Improvements .........................................................................................................14

5.6 Infrastructure..........................................................................................................................................14

5.7 Parking Requirements .............................................................................................................................14 SECTION 6 DESIGN GUIDELINES................................................................................................15

6.1 Building Orientation & Streetscapes ........................................................................................................15

6.2 Architectural Character ..........................................................................................................................15

6.3 Architectural Details...............................................................................................................................15

6.4 Materials and Color.................................................................................................................................15

6.5 On-site Lighting.......................................................................................................................................15

6.6 Signage ..................................................................................................................................................15

6.7 Off-site Improvements............................................................................................................................15 SECTION 7 ADMINISTRATION ....................................................................................................16

7.1 Items Not Addressed in the PUD..............................................................................................................16

7.2 Development Applications......................................................................................................................16

7.3 Administrative Exceptions ......................................................................................................................16 46 1
SECTION 1 INTRODUCTION
The Residential Development Planned Unit Development (“PUD”) applies to the vacant 2.02 -acre property located at 1389 East Holt Boulevard within the City of Ontario (“City”). It is located on the northwestern corner of North Imperial Avenue and East Holt Boulevard just south of East Nocta Street (see Exhibit 1.1 Project Location Map). This PUD describes the City’s vision for the Residential Development that will b ring a mix of market rate and affordable housing to the project site.

Furthermore, the Holt Boulevard project area, explains how the PUD promotes the City’s land use goals and revitalization objectives, aligns with the City’s planning and design principles, and establishes the land use and development standards for the Project site as a residential development. The PUD site is located in The Ontario Plan (TOP) Mixed Use (M-U) land use designation and East Holt Mixed Use (MU-6) Zoning District which requires the establishment of a Planned Unit Development prior to the development of the property as set forth in the Ontario Development Code Section 4.01.030 (Planned Unit Development (PUD) and Amendments). Unless otherwise defined herein, the definitions and interpretations contained in the City’s Development Code shall apply to this PUD. City staff and private developers shall re ly on this PUD to determine whether proposed development plans for the Property are adequate and meet the City’s land use and design objectives.

EXHIBIT 1.1: PROJECT LOCATION MAP

47 2

1.1. Project Overview
This PUD will facilitate the development of the Holt Development (“Project’) as a residential development project consisting of affordable and market rate residential units. This development will consist of 50 units in a motor court townhome design as identified in the multiple -family development standards in the City of Ontario Development Code. Resi dential units are throughout twelve three-story buildings. Exhibit 1.2 shows the proposed Project Site Plan.

EXHIBIT 1.2: PROJECT SITE PLAN

48 3
SECTION 2 PROJECT OBJECTIVES
The Ontario Plan (Policy Plan) designates the land use for the Property as Mixed Use- Holt Boulevard Area (MU -Holt) (see Exhibit 2.1). Generally, the Mixed-Use designation provides for “an intense mixture of uses that, when concentrated, create focal points for community activity and identity and facilitate walking, biking, and the use of transit” . More specifically, the Mixed Use – Holt Boulevard Area is envisi oned as a low -rise (3 to 5 stories) intensification of the Holt Corridor. The intent is to create identity and place along the Holt Corridor, connect the corridor to Downtown, and connect the Downtown to the Ontario Airport Metro Center. The Holt Boulevard Area specifies a residential density range of 14.0 to 40.0 dwelling units per acre.

EXHIBIT 2.1: GENERAL PLAN LAND USE PLAN

The Holt Residential Project is consistent with the principles, goals, and policies set forth in the Ontario Plan, including: (1) Vision; (2) Policy Plan; (3) Implementation Programs; and (4) City Council Priorities.

49 4

2.1 Vision
On August 16, 2022, the Ontario City Council adopted The Ontario Vision 2050. The central theme that motivates the Vision is: “A sustained, community -wide prosperity which continuously adds value and yields benefits… Everything the City does and every action the City takes is done with this simple yet comprehensive theme in mind, from the design quality of the built environment, to the intent of designing socio-economic programs, to the way in which its leaders govern as a community.

In discussing a Vision that would endure for the lifetime of The Ontario Plan (30 years or more), the City Council recognized that there are four components that serve as the basic building blocks that set the foundation for a unified and prosperous community. These foundational blocks must be expressed and widely accepted throughout The Ontario Plan’s lifetime. ” They are:

1. Dynamic Stability that enables the community to confront the continued dynamic growth of the region and technological change with confidence and a sense of opportunity.

2. A Prosperous Economy that sustains the perception and reality of prosperity across our entire community that positively impacts all the people of Ontario and is broadly – though not uniformly – shared.

3. Distinctive Development that integrates our varied and diverse focal points, districts, villages, and neighborhoods to provide a feeling of coherence without sacrificing uniqueness.

4. Recognized Leadership in local governance that stimulates excellence and serves to unify the people of Ontario in support of best practices in conducting public endeavors.

The PUD would implement the Ontario Vision by:
• Developing residential units near high frequency transportation facilitating movement and connectivity.
• Developing a residential project on a site in close proximity to schools, recreation and cultural facilities, places of worship, places of employment and shopping, and transportation lines. • Further diversifying the City’s housing stock and jobs-housing ratio. • Preserving the integrity and character of the Holt Boulevard Mixed Use Zoning District while promoting the Ontario Plans residential goals.
• Incorporating high-quality materials that are complementary of the existing neighborhood and consistent with the design guidelines established for the City. • Creating housing in proximity to the future West Valley Connector bus rapid transit (BRT) line and, therefore, encouraging the development of higher density residential development near high frequency transportation, and facilitating movement and connectivity.

50 5

2.2 The Ontario Plan – Policy Plan

2.2.1 LAND USE ELEMENT
Relevant Ontario Plan Land Use Element (“LUE”) Goals and Policies are described below.

Goal/Policy General Plan Land Use Goal/Policy Discussion LUE Goal 1 Balance. A community that has a spectrum
of housing types and price ranges that match
the jobs in the City and that make it possible
for people to live and work in Ontario and
maintain a quality of life.

The PUD contributes to the range of
housing types and jobs in the City. It
provides multiple-family residences in
proximity to public transportation,
commercial, school, and park.

LUE Policy 1.1 Strategic Growth. Concentration of growth in strategic locations that help create place and
identity, maximize available and planned
infrastructure, foster the development of
transit, and support the expansion of the
active multimodal transportation networks
throughout the City.

The Project site is an infill parcel
surrounded by single and multi-family
residential, industrial, and
commercial uses. A transit stop
(Omnitrans Route 61) is located in
front of the parcel.

LUE Policy 1.3 Adequate Capacity. Adequate infrastructure and services for all development.

The Project as proposed has adequate
infrastructure and services as
required.

LUE Goal 2 Compatibility. Compatibility between a wide
range of uses and resultant urban patterns
and forms.

The PUD takes into account the
surrounding existing uses and
effectively transitions to the proposed
multiple family residential. It also
creates a balance and transition to
the adjacent medium and lower-
density residential along Nocta Street
and Imperial Avenue.

LUE Policy 2.1 Land Use Decisions. Minimize adverse
impacts on adjacent properties when
considering land use and zoning requests.

The PUD is consistent with the TOP
and surrounding commercial and
multiple family residential.

LUE Policy 2-2 Buffers. Mitigation or buffers between
existing uses where potential adverse
impacts could occur. Additional mitigation is
required when new uses could negatively
impact environmental
justice areas.

The PUD provides privacy buffers with
decorative masonry walls,
landscaping and setbacks.

51 6
2 . 2 . 2 HOUSING ELEMENT
Relevant Ontario Plan Housing Element (“HE”) Goals & Policies are described below Goal/Policy Housing Element Goal/Policy Discussion
HE Goal 1 Neighborhoods & Housing Development
Standards. Stable neighborhoods of quality
housing, ample community services and
public facilities, well -maintained
infrastructure, and public safety that foster a
positive sense of identity.

The PUD will ensure that adequate
public services, infrastructure, open
space, parking and traffic
management, pedestrian and bicycle
routes, and public safety are provided
consistent with the City master plans
and neighborhood plans.

HE Goal 2 Housing Supply & Diversity. Diversity of
types of quality housing that are affordable to
a range of household income levels,
accommodate changing demographics, and
support and reinforce the economic
sustainability of Ontario.

The PUD will add 50 residential units
to the City's housing inventory which
will include affordable and market
rate housing to contribute to the City's
economic sustainability.

HE Policy 2.1 Corridor Housing. Revitalize transportation corridors by encouraging the production of
higher density residential and mixed-uses
that are architecturally, functionally, and
aesthetically suited to corridors.

The PUD will contribute to the
enhancement of the Holt Boulevard
corridor by providing a residential
development in front of an existing
transit stop to facilitate
transportation.

HE Policy 2-5 Housing Design. Architectural excellence
Through adherence to City design guidelines,
thoughtful site planning, environmentally
sustainable practices, and other best
practices.

The PUD will ensure the Project's
architectural enhancements
complement existing surrounding
uses.

HE Policy 2-6 Infill Development. Revitalization of
neighborhoods through the construction of
higher-density residential developments on
underutilized residential and commercial
sites.

The PUD would permit the
redevelopment of a vacant site to
achieve a better and more efficient
use while addressing the City’s goals.

52 7
2 . 2 . 3 COMMUNITY DESIGN ELEMENT
Relevant Ontario Plan Community Design Element (“CDE”) Goals & Policies are described below.

Goal/Policy General Plan Community Design Element
Policy
Discussion
CDE Goal 1 Image & Identity. A dynamic, progressive city containing distinct and complete places that
foster a positive sense of identity and
belonging among residents, visitors, and
businesses.

The PUD will preserve the integrity and
character of the Holt Boulevard area.

CDE Goal 2 Design Quality. A high level of design quality resulting in neighborhoods, commercial
areas, public spaces, parks, and
streetscapes that are attractive, safe,
functional, human-scale, and distinct.

The PUD provides an architectural
design and landscaping that are
consistent with, and promote
walkability of, the neighborhood.

CDE Policy 2-1 Quality Building Design and Architecture.

Convey visual interest and character through:
• Building volume, massing, and height to
provide appropriate scale and proportion;
• A true architectural style which is carried
out in plan, section, and elevation through
all aspects of the building and site design
and appropriate for its setting; and
• Exterior building materials that are
articulated, high quality, durable, and
appropriate for architectural style.

The PUD is architecturally consistent
with the City's design guidelines,
incorporating a variety of materials
and articulation throughout the
residential development, and further
enhanced with landscaping.

CDE Policy 2.4 Urban, Mixed Use, and Transit-oriented
Areas. Establish Place Types to require mixed
use, urban, and transit-oriented areas to be
designed and developed as pedestrian
oriented areas that are integrated with
adjacent neighborhoods and promote a
vibrant; comfortable, and functional
environment.

The PUD implements the East Holt
Boulevard Corridor Place Type by
providing residential units among
existing mixed use and commercial
uses connected with a transit stop for
mobility.

CDE Policy 2.9 Landscape Design. Encourage durable,
sustainable, and drought-tolerant
landscaping materials and designs that
enhance the aesthetics of structures, create
and define public and private spaces, and
provide shade and environmental benefits.

The PUD incorporates landscaping to
enhance provide screening of parking
areas and enhance the aesthetics of
buildings.

53 8

Goal/Policy General Plan Land Use Goal/Policy Discussion CDE Policy 2.10 Parking Areas. We require all development to minimize visual impact of surface,
structured, and garage parking areas visible
from the public realm in an aesthetically
pleasing, safe and environmentally sensitive
manner.

1. Surface parking: shade trees,
pervious surfaces, urban run-off
capture and infiltration, and
pedestrian paths to guide users
through the parking field.

2. Structured parking: facade
articulation,
screening, appropriate lighting, and
landscaping.

3. Garage parking: providing access to
single-family residential garages
through alley access, recessing
garages from the frontage to
emphasize front doors or active living
spaces.

To the fullest extent possible, parking
areas in the PUD area screened from
the public view with residential
garages and efficient circulation
throughout the development to avoid
the clutter of parked vehicles and
emphasize landscaping and home
frontages.

CDE Goal 3 Urban, Mixed Use, and Transit-Oriented
Place Types. Vibrant urban environments
that are organized around intense
buildings, pedestrian and transit areas,
public plazas, and linkages between and
within developments that are
conveniently located, visually appealing
and safe during all hours.

The PUD is located adjacent to a BRT
stop on Holt Boulevard and provides
direct pedestrian linkages to the
residential component of the Project.

CDE Policy 3,2 Unique Identity. Promote development that heightens the unique character and identity
of each Place Type by requiring compatible
land uses and land planning, site design, and
building design that promotes an active
public realm.

The PUD combines residential
development amongst existing
residential and commercial units to
create a unique community where
habitants can live, work, and have
access to necessities.

CDE Policy 3.5 Active Frontages. We create lively pedestrian streetscapes by requiring primary building,
business, and residential entrances, outdoor
dining, and storefronts be located on ground
floors adjacent to sidewalks or public spaces
and designed to maximize safety, comfort,
aesthetics, and the intended functionality.

The PUD supports active
commercial frontages that will
provide pedestrian access along Holt
Boulevard.
54 9

2.2 . 4 Center City Redevelopment Plan Objectives
The PUD is located within the former Center City Redevelopment Project Area. Although the redevelopment project area no longer exists, the City continues to recognize the goals and objectives of the Center City Redevelopment Plan and support projects that achieve its vision. The following objectives have been identified from the Redevelopment Plan pertaining to the Planned Unit Development:
• Create a healthy and exciting urban variety, the ability to work, live, shop and play within a small area, combine daytime and nighttime use, and conserve energy and resources through mixed-use land development;
• Create an attractive and pleasant environment in the Project Area through the use of proper design, open space, and other amenities to enhance the aesthetic quality; • Encourage and facilitate medium and high-density development, including, but not limited to, condominiums, townhouses, apartments, and similar compatible uses; • Maximize the housing opportunities of the residential areas; and • Provide improvements necessary for the elimination of blight, and provide for the orderly development of commercial, industrial, and residential areas within the redevelopment project area.

The Center City Redevelopment Project Area Plan envisioned revitalization of the City’s downtown area, in part, by infusing high -density residential and mixed -use developments into the downtown core. The Ontario Plan was established to further this vision and is intended to create an intensive mixture of retail, office, and residential uses in a pedestrian-friendly atmosphere, ensure the historic character of the district is enhanced, and concentrate the most intense/dense development along Euclid Avenue and Holt Boulevard.

2.3 City Council Goals
The PUD is consistent with the City Council’s goals to:
• Invest in the growth and evolution of the City’s economy; and • Focus resources in Ontario’s commercial and residential neighborhoods.

2.4 Implementation & Objectives
The Ontario Mixed Use PUD implement The Ontario Plan through the development of multiple-family residences along a major corridor of the City. The PUD’s objectives are to:
• Develop high quality multiple-family housing;
• Provide a residential infill project that function with the surrounding area;
55 10
• Provide new housing designed for families with children by providing both indoor gathering and play areas and outdoor recreation areas; and
• Provide areas of private and passive open space, including private entry patios for each residential unit and outdoor recreation area.

SECTION 3 LAND USE PLAN

3.1 Land Use Designation
The Project site is located within the Mixed Use- Holt Boulevard Area land use designation (General Plan) and the MU-6 (East Holt Mixed-Use) zoning district. The MU-6 zoning district is established to accommodate the intensification of the Holt Boulevard C orridor with low -rise buildings (up to 5 stories) housing a mixture of retail and office uses at a development intensity of up to 1.0 FAR for retail uses and 2.0 FAR for office uses, and residential uses at a density of 14 to 40 dwelling units per acre. Development projects within the MU-6 zoning district are intended to create identity and place along the Holt Boulevard Corridor and provide a connection between the Downtown Mixed-Use Area and the Ontario Airport Metro Center.

Consistent with the intent of the Mixed Use - Holt Boulevard Area and the MU -6 zoning district, the project site is designated for Multiple-Family Residential (MFR).

3. 2 Permitted Uses
Refer to Division 5.02 (“General Land Use Provisions”) and 5.03 (“Supplemental Land Use Regulations”) of the Ontario Development Code for permitted, conditionally permitted and prohibited land uses.

SECTION 4 DEVELOPMENT REGULATIONS

4.1 Residential Density
Residential density shall range from 14 to 40 dwelling units per acre, consistent with the MU-6 (East Holt Mixed-Use) zoning district. This development will have 24 dwelling units per acre.

4.2 Building Height
No residential structure shall exceed 37 feet in height, except that the maximum height may be exceeded by roof -mounted equipment, architectural projections, chimneys, elevator towers, parapet walls, and any other roof top structures, by up to 10% of the a llowed building height. No rooftop equipment shall be visible from anywhere on the project site, public streets, or adjacent properties, and shall be fully screened with appropriate architectural parapet walls or appropriate roof treatments. Roof mounted equipment shall not exceed the height of the structures and appurtenances used to screen the equipment.
56 11

4.3 Building Setbacks
Building setbacks shall be set forth in Table 4.1 (Building Setbacks) and shall comply with Table 4.1.

TABLE 4.1: BUILDING SETBACKS
Minimum Setback
South - Holt Boulevard 10’0”
East - Imperial Avenue 5’0”
North - Rear 5’8”
West - Interior Side 15’8”
Garage to Garage - Entry to Entry 30’0”
Garage to Garage - Entry to Side 30’0”

All setbacks shall be measured from the ultimate property lines. Placement of buildings, structures, fences, walls, utility facilities, yards, etc. will be based on the street right -of-way and property line dimensions. Allowable encroachments in yards include (maximum 6-foot high) property line fences and gates, landscaping, paving, public utilities, and trash enclosures.

4.4 Open Space
Open space shall be required for the multiple family residences. Open space shall be provided for passive and active recreation opportunities within the project site. Two types of open space are required: private open space and common open space. These ope n space areas are for the use of the on -site residents and their guests. Required minimum street setback areas are not counted towards common open space requirements.

4.4.1 Private Open Space
Private open space shall be provided for all residential units. Types of areas considered private open space include balconies, decks, and enclosed patios and yards. Residential units shall have a minimum contiguous clear area of 60 square feet and a minim um clear horizontal dimension of 7 feet.

4.4.2 Common Open Space
Common open space shall be provided to allow for both passive and active types of recreation, along with site landscape amenities. These areas are for use by residents and their guests and may include indoor recreational facilities. Areas not considered co mmon open space include parking lots, walkways, street setback areas, and other areas not intended for active or passive recreation. The amount of required common open space is based on the number of dwellings developed and shall be provided at the rate of 250 square feet of common open space for each dwelling unit. Site amenities may include an indoor fitness room, daycare, movie room, billiards, office/workspace, 57 12
pools, spas, and barbeques or any similar amenity as approved by the Planning Director. Additionally, the project site is located within the 65 -70 dB CNEL Noise Impact Zone of the Ontario International Airport Land Use Compatibility Plan. This plan restric ts land uses within the Noise Impact Zones; however, multi-family residential land uses with a density greater than 8 dwelling units per acre are acceptable, provided that the structure is capable of attenuating exterior noise from all noise sources to an indoor CNEL of 45 dB or less. Furthermore, any proposed major or minor common space/recreational facilities must be incorporated indoors to comply with these noise attenuation requirements.

4.5 Landscaping & Irrigation Plan
A conceptual landscape plan and preliminary drainage plan shall be submitted with the development plan for the project. The plan shall specify all landscape and hardscape elements for the development plan site. Detailed landscape and irrigation plans shall be required prior to issuance of building permits. The detailed plans shall show location of ground -mounted utility boxes and equipment, along with the methods of screening for these items from the public right -of-way and adjacent residences where possible. The landscape and irrigation plan shall be designed with water conservation in mind, utilizing “California friendly” species and drought tolerant planting materials.

The landscaping and irrigation shall comply with AB 1881, and all other laws the regulations related to planting materials.

EXHIBIT 4.1 LANDSAPE PLAN

4.6 Equipment Screening
All roof-mounted and ground -mounted equipment shall be fully screened from view of the public street and adjacent developments. The location of equipment shall be designed to allow screening with landscape materials, walls, architectural features, parapet walls, etc. Screening shall be designed to be integrated into the design of the Project. 58 13

4.7 Fences & Walls
Fences and walls shall be made of decorative materials which are compatible with the overall architectural character of the development. All fences and walls shall be in scale with the development to fulfill such needs as screening and security. Fences, wa lls, and hedges within the project area shall comply with Engineering Corner Sight Distance Standards and other applicable standards. All decorative walls, monuments and/or other similar features shall not encroach into the public street right of-way. Within the project area, fences and walls shall not exceed 6 feet in height within any front or street-adjacent side yard area. Interior or rear walls shall be a maximum of 6 feet in height, consistent with the Ontario Development Code requirements for walls a nd fences in residential zoning districts (refer to Development Code Section 6.02.020 (Design Standards for Residential Zoning Districts)).

Trash enclosures shall include plant and building materials compatible with the project design so that it is well integrated and hidden within the project area.

SECTION 5 PARKING AND CIRCULATION

5.1 Site Accessibility
The site shall be designed to promote the safety of residents. This can be achieved through building orientation and placement to minimize the use of gates and fencing. The Project would be accessed by a single driveway from Holt Boulevard and a driveway at the rear of the property on Imperial Avenue for residents. Imperial Avenue and the proposed driveway onto Holt Boulevard shall be restricted to right-in/right-out access only once the West Valley Connector Project raised median is constructed along Holt Boulevard.

5.2 Vehicle Circulation
The location of the drive aisle on Holt Boulevard and Imperial Avenue shall be approved by the City Engineer.

5.3 Pedestrian Circulation
Site design must provide for safe pedestrian circulation by separating the pedestrian areas from the vehicular access. Walking paths are provided along the boundaries of the Property.

5.4 Access to Mass Transit
Holt Boulevard is along the Bus Rapid Transit (BRT) Corridor. The westbound line (Omnitrans 61) has a bus stop in front of the Project site on East Holt Boulevard.

59 14

5.5 Public Righ t - of - Way Improvements
Required public right-of-way improvement shall be consistent with the City’s General Plan and Municipal Code. Public right-of-way improvements include, but are not limited to, the following:
street pavement, curb and gutter, parkway landscaping, parkway irrigation, raised landscape median with irrigation on Holt Boulevard, public sidewalks, traffic signage and striping, streetlights, bus stop, bus shelter, and amenities. At a minimum, the improvements shall incorporate all items along the street frontage to be developed with proper transitioning if the entire block frontage is not being installed simultaneously.

5.6 Infrastructure
Water service for the site will be provided by utilizing the existing water lines under Imperial Avenue.

Sewer connections from the PUD project site will also connect to existing lines in Holt Boulevard.

Onsite storm water drainage facilities shall be provided to capture and infiltrate a 2-yea r, 1-hour storm event, consistent with the San Bernardino County Stormwater Program ’s Water Quality Management Plan (WQMP) requirements for new development projects. Stormwater capture and infiltration facilities may include the utilization of vegetated swales, depressed landscaped basins, pervious concrete pavement, or underground stormwater retention/infiltration vaults. All building roof and paved area runoff shall be directed into depressed landscaped swales, trenches or basins, within the development to comply with the requirement t o capture and infiltrate the 2-year, 1-hour storm event runoff. A ll proposed Development Plans are required to prepare a Preliminary Water Quality Management Plan.

5.7 Parking Requirements
Parking shall be provided in accordance with the Ontario Development Code, Division 6.03 – Off- Street Parking and Loading. The PUD enforces the multi-family parking standards as set forth in Table

6.03-1: Off-Street Parking Requirements. On-street parking may be permitted on Imperial Avenue; however, Imperial Avenue is a public street and will not be designated for guest parking. On-street parking shall not be counted toward required on-site parking as specified in Division 6.03.

5.7.1 Parking Standards
All parking space size and location requirements shall conform to the standards set forth in Section 6.03.045 (Off-street Parking Standards) of the Ontario Development Code. 60 15
SECTION 6 DESIGN GUIDELINES

6.1 Building Orientation & Streetscapes
Building orientation shall be designed to minimize noise impacts, aid in providing site safety, create proper accessibility to commercial and residential unit entries, garages, and surface parking.

6.2 Architectural Character
The PUD allows for a modern interpretation of the Spanish Colonial style. Where this style is used, designs shall incorporate varied rooflines composed of gabled forms with S-profile terracotta tiles, complemented by simple eave detailing and occasional shed roof projections. Building exteriors shall feature neutral-toned stucco walls accented with wood siding and dark metal elements to create contrast. Windows shall be recessed, and decorative light fixtures shall be consistent with the Spanish Colonial character.

6.3 Architectural Details
Architectural details shall complement and enhance building openings and accentuate the overall design of the structure. Such details shall be achieved through the use of varied colors and materials to create visually interesting exterior elevations. Windows shall remain clear and free of dark tint.

6.4 Materials and Color
Materials and color scheme shall be compatible with, and complementary to, the overall style of the Project. All buildings on-site will utilize a combination of light and dark colors to break up the building planes. A minimum of three material changes shall be required and windows shall have substantial recess from the building wall face.

6.5 On-site Lighting
Decorative light fixtures attached to the buildings shall be compatible with the architectural style of the buildings. All other on-site lighting shall meet the development standards of the Ontario Development Code.

6. 6 Signage
Project signage shall comply with Division 8.01 (Sign Regulations) of the Ontario Development Code.

6.7 Off-site Improvements
All off-site improvements shall be installed in accordance with City standards, and to the satisfaction of the City Engineering Department.
61 16
SECTION 7 ADMINISTRATION

7.1 Items Not Addressed in the PUD
Any terms, requirements, or regulations not addressed within this Planned Unit Development document shall be governed by the City of Ontario Development Code, the regulations of the General Mixed-Use zones, and City standards.

7.2 Development Applications
Development Plan approval, pursuant to the requirements of Ontario Development Code Section

4.02.025 (Development Plans), shall be required for the physical alteration of lots, the construction of a building, or the addition or significant alteration of an existing building. A development plan application shall be submitted to the Planning Department on a City application form pursuant to the requirements of Ontario Development Code Division 2.02 (Application Filing and Processing), commencing with Subsection B (Discretionary Permits and Actions) of Section 2.02.015 (Application Processing Procedures).

7.3 Administrative Exceptions
Deviation from the development standards set forth in this document may be granted up to a maximum of 10 percent by the Zoning Administrator. Any deviation that is greater than 10 percent shall require variance approval.
62 Department: Public Works
Prepared By: Jay Bautista
Department: Public Works
Prepared By: Craig Cruz
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Khoi Do, Bonnie Tam, Andrea
Ampig
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 7
SUBJECT:

AN ORDINANCE AMENDING SECTION 4-6.1305 OF THE ONTARIO MUNICIPAL

CODE RELATING TO PERMIT PARKING ZONES ON RESIDENTIAL STREETS

CITY OF ONTARIO
Agenda Report
October
7, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council adopt an Ordinance amending Section 4-6.1305 of the Ontario Municipal Code relating to permit parking zones on residential streets.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
FISCAL IMPACT:

There is not a direct fiscal impact associated with this action.

BACKGROUND & ANALYSIS:

On September 2, 2025, the City Council introduced an ordinance amending Section 4-6.1305 under Article 13 Chapter 6 Title 4 of the Municipal Code.

On February 19, 1980, the City Council adopted an ordinance establishing permit parking zones on residential streets. Under the current ordinance language, adjacent residences are eligible to obtain parking permits. An adjacent residence is deﬁned as a residential dwelling unit fronting upon or having direct access to a residential street. As a result, residential units located near, but outside of, the designated permit parking zone may still qualify for permits.

The proposed Amendment would clarify the eligibility by specifying that only residences located within the boundaries of an established permit parking zone may obtain residential parking permits. This revision is intended to:

Refine who qualifies for a parking permit;
Align permit eligibility strictly with zone boundaries; and Help ensure that available on-street parking in permit zones is prioritized for residents who live within them
63 ORDINANCE NO. ________

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, AMENDING SECTION 4 -6.1305 OF THE ONTARIO

MUNICIPAL CODE RELAT ING TO PERMIT PARKIN G ZONES ON
RESIDENTIAL STREETS .

WHEREAS, the Ontario Municipal Code currently contains provisions regulating permit parking zones on residential streets; and
WHEREAS, the City Council desires to revise the language to eliminate confusion surrounding resident vehicle parking, prevent nonresident and cross -zone parking, and otherwise make the permit parking zones more specific to the residences within the permit parking zones; and
WHEREAS, pursuant to Article XI, Section 7 of the California Constitution, the City has broad discretionary power to make and enforce within its limits all local, police, sanitary, and other ordinances and regulations not in conflict with general laws; and WHEREAS, this Ordinance amends Section 4-6.1305 to be more specific to which residences are within a permit parking zone and to otherwise update the section.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF ONTARIO DOES ORDAIN AS FOLLOWS:

SECTION 1. Findings. The above r ecitals are true and correct and are incorporated herein by this reference.

SECTION 2. Section 4-6.1305 of Chapter 6 (Traffic) of Title 4 (Public Safety) of the Ontario Municipal Code is hereby amended in its entirety to read as follows:
“Sec. 4-6.1305. Permit parking zones on residential streets (a) Definitions. For the purposes of this section, unless otherwise apparent from the context, cert ain words, terms, and phrases used in this section are defined as follows:
(1) “Cross-zone parking” shall mean the parking or standing of any vehicle in a permit parking zone using a permit that was issued for a different permit parking zone, which is prohibit ed under this section to ensure exclusive use by residents of dwelling units within the specific zone.
(2) “Dwelling unit” shall mean a house, apartment, condominium, mobile home or other type of residence providing complete independent living facilities for one or more persons, including permanent provisions for living, sleeping, eating, cooking, and sanitation. 64 (3) “Motor vehicle” or “vehicle” shall mean an automobile, truck, recreation vehicle, motorcycle or other motor-driven or self-propelled form of transportation.
(4) “Nonresident vehicle” shall mean any motor vehicle parked in a zone that does not display a valid permit issued specifically for that zone and is otherwise not a “resident vehicle” as defined herein. (5) “Permit parking zone” or “zone” shall mean a permit parking zone for the exclusive benefit of residents of dwelling units within that zone and their resident vehicles, in which zone vehicles may not park unless an authorized zone -specific permit is displayed thereon or unless such vehicle is otherwise exempt as provided in this section. (6) “Resident” shall mean a person owning, leasing , or residing in a dwelling unit within a permit parking zone.
(7) “Resident vehicle” shall mean a motor vehicle parked in a zone that is registered with a state motor vehicle department to a resident of a dwelling unit within that specific permit parking zone and displaying a valid permit issued for that zone.
(b) Designation of permit parking zones. The City Council, by resolution, may designate a permit parking zone and establish the days and hours during such days when parking in such permit parking zone shall be restricted. (c) Findings. Prior to designating certain residential streets, or portions thereof, as a permit parking zone, the City Council shall find:
(1) That such zone is necessary to provide reasonably available and convenient parking for residents of dwelling units within the zone; (2) That the proposed zone is desira ble to encourage the use of car-pooling;
(3) That the proposed zone is desirable to enhance or protect the quality of life in the area of the proposed zone , preventing cross-zone and nonresident parking; and
(4) That the proposed zone will tend to encourage nonresident vehicles to park in off-street parking facilities.
(d) Considerations. Before making its findings with respect to any proposed permit parking zone, the City Council shall consider such factors as it deems appropriate, including the following:
(1) Whether nonresident vehicles substantially and regularly interfere (or may int erfere) with residents’ use of a majority of available public street parking spaces in the proposed permit parking zone, including whether such interference occurs at regular and significant intervals; 65 (2) Whether nonresident vehicles driven or parked in the p roposed permit parking zone are a source of unreasonable litter, noise, traffic hazards, environmental pollution, or devaluation of real property in the area of the proposed permit parking zone;
(3) Whether the residents of dwelling units in the proposed permi t parking zone desire its establishment;
(4) Whether a shortage of residential -related parking spaces exists in the area of the proposed permit parking zone, including due to cross- zone parking; and
(5) Whether an alternative solution is feasible or practical. (e) Posting required. The City Traffic Engineer shall designate established permit parking zones by placing and maintaining appropriate signs indicating that parking is prohibited for vehicles without a zone-specific permit and the hours and days when such parking is prohibited.

During the hours and on the days designated on such signs, it shall be unlawful for the operator of any vehicle to park such vehicle on any street in a permit parking zone unless there is displayed on such vehicle a valid permit issued for such zone or such vehicle is otherwise exempt. (f) Parking permits. Permits, of a type and design established by resolution of the City Council authorizing parking only in the permit parking zone for which issued, shall be issued by the License Official.
(1) Upon submitting such application and supplying such proof of residence as is required by the License Official, the License Official shall issue up to three resident permits upon payment of the of the applicable fee to a dwelling unit within a zone for motor vehicles that are either registered in a resident’s name, or otherwise under his or her exclusive control , as demonstrated by insurance or other documentation. No more than one parking permit shall be issued to each motor vehicle for which application is made. The License Official may issue more than three (3) parking permits for a dwelling unit in the zone if it is shown, by proof satisfactory to the License Official, that there are more than three (3) vehicles registered to residents of the dwelling unit and that insufficient off-street parking is available to them during the restricted hours. Permits are valid only in the issued zone and not transferrable to other zones. (2) A permit issued pursuant to this section shall remain valid for so long as the pe rson to whom it was issued continues to reside in the dwelling unit within the zone for which the permit was issued or until the permit parking zone for which such permit was issued is disestablished.
66 (3) It shall be unlawful for any person to whom a permit is issued to transfer, sell, rent, or lease such permit, or to allow such permit to be used on a nonresident vehicle, either with or without consideration.

The License Official shall revoke the parking permit of any person who is convicted of a violation of this subsection.
(4) It shall be unlawful for any person to pay any consideration for the purchase or use of a parking permit issued pursuant to this section.

It shall be unlawful for any person who is not a resident of a dwelling unit within a specific zone to display in a vehicle any parking permit issued pursuant to this section , except that a resident may allow visitors to their dwelling unit to temporarily use one or more of the resident’s allotted permits for parking within the zone, subject to the restrictions in subsection (f)(3) of this section. Otherwise, v isitors must park on driveways or off-street parking facilities. (g) Exempt vehicles. The posted restrictions of a permit parking zone shall not apply to:
(i) Commercial vehicles while making pickup s, deliveries, or service calls from or to any building or structure located within the zone, or for the purpose of delivering materials to be used in the actual and bona fide repair, alteration, remodeling, or construction of any building or structure within the zone for which a building permit has been previously obtained.
(ii) (Vehicles displaying a valid distinguishing placard or special license plates issued to disabled persons or disabled veterans pursuant to Vehicle Code Sections 22511.55, 22511.59, or 5007, as provided in Vehicle Code Section 22511.5, except where parking is prohibited for reasons of public safety, such as in red zones, fire lanes, or areas that obstruct traffic. (h) Disestablishment. The City Council, by resolution, may disestablish or modify a permit parking zone whenever the City Council finds that it is in the public interest to do so.
(i) Penalties. Law enforcement officers, City code enforcement officers, and other persons authorized by State law are hereby authorized and directed to issue citations to any person who violates this section, and such citation shall be deemed to be a civil complaint charging violations of this section and requiring payment of the penalty set forth therein. The method of giving notice of citation for unattended vehicles shall be as specified in Section 40202 of the California Vehicle Code or any successor provision thereto.

Violations of this section shall be processed as civil penalties in accordance with California Vehicle Code Sections 40200 et seq ., or any su ccessor provision thereto.”
67 SECTION 3. CEQA. The City Council finds that adoption of this Ordinance is exempt from the California Environmental Quality Act (“CEQA”) pursuant to Section 15358 (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Moreover, the City Council finds that this Ordinance is also exempt under CEQA pursuant to Guidelines Section 15061(b)(3) (there exists no possibility that the activity will have a significant adverse effect on the environment).

SECTION 4. Severability. If any section, sentence, clause, or phrase of this Ordinance of the application thereof to any entity, person, or circumstance is held for any reason to be invalid or unconstitutional by a court of competent jurisdiction, such invalidity or unconstitutionality shall not affect other provisions or appl ications of the Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are severable. The People of the City of Ontario hereby declare that they would have adopted this Ordinance and each section, sentence, clause or phrase thereof, irrespective of the fact that any one or more section, subsections, sentences, clauses, or phrases by declared invalid or unconstitutional.

SECTION 5. Effective Date. This Ordinance shall become effective thirty (30) days after its adoption by the City Council.

SECTION 6. Certification. The Mayor shall sign this Ordinance and the City Clerk shall certify as to the adoption and shall cause a summary thereof to be published at least once, in a newspaper of general circulation in the City of Ontario, California within fifteen (15) days of the adoption. The City Clerk shall post a certified copy of this Ordinance, including the vote for and against the same, in the Office of the City Clerk, in accordance with Government Code Section 36933.

PASSED, APPROVED, AND ADOPTED this 7th day of October 2025.

_____________________________________
PAUL S. LEON, MAYOR

ATTEST:

_________________________________

SHEILA MAUTZ, CITY CLERK

68 APPROVED AS TO FORM:

_______________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY

69 STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

_________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

I hereby certify that the foregoing is the original of Ordinance No. _______ duly passed and adopted by the Ontario City Council at their regular meeting held October 7, 2025 and that Summaries of the Ordinance were published on ___________ and _____________, in the Inland Valley Daily Bulletin newspaper.

__________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)
70 Department: Financial Services
Prepared By: Cruz Torres
Department:

Prepared By: Cruz Torres
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Reviewed By: Claudia Hernandez
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 8
SUBJECT:

A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF AN

AGREEMENT WITH REMINGTON APG LLC REGARDING COMMUNITY FACILITIES DISTRICT NO. 74 (REMINGTON APG LLC SERVICES) FOR ASSESSOR PARCEL NUMBER 1073-151-21 FOR FEE IN-LIEU

CITY OF ONTARIO
Agenda Report
October
7, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council:

A
.

Adopt a Resolution approving an agreement regarding Community Facilities District No. 74 (Remington APG LLC Services) for Assessor Parcel Number 1073-151-21 for Fee In-Lieu Agreement between the City of Ontario and Remington APG LLC (Developer); and B
.

Authorize the City Manager, or his designee, to finalize, execute, and record said Agreement.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods Ensure the Development of a Well Planned, Balanced, and Self-Sustaining Community in Ontario Ranch
FISCAL IMPACT:

The Agreement will allow the City to collect $16,425
from the Developer in-lieu of
the levy of the community facilities district special taxes for Fiscal Year 2025-26 since the formation of Community Facilities District No. 74 (Remington APG LLC Services) was not formed by the
deadline to place the levy on the annual tax roll.

T
he Fiscal Year 2025-26 Adopted Budget includes
special tax revenues in the Ontario Ranch CFDs to pay for administrative fees and municipal services.

BACKGROUND & ANALYSIS:

On July 5, 2022, the City and Remington APG LLC (Developer), entered into that certain Development Agreement (File No. PDA21-007) (Development Agreement).

Pursuant to Section 5.1 of the Development Agreement, the Developer must form a community facilities district (CFD) which consists of the property, pursuant to the Mello-Roos Community 71 Facilities Act of 1982 (commencing with Government Code Section 53311) prior to recordation of any parcel map and issuance of building permits. The Developer initiated the formation of a community facilities district known as Community Facilities District No. 74 (Remington APG LLC Services), and on July 15, 2025, the City did establish the CFD, relating to the development of and to include Assessor Parcel Number 1073-151-21 (the property), however the CFD was not formed in time to meet the County of San Bernardino's deadline to place the levy of the CFD special taxes on the annual tax roll for Fiscal Year 2025-26.

The City and Developer desire to enter into this Agreement, which requires that the Developer pay the City an amount equal to what otherwise would have been the special tax levy amount on permitted parcels in the CFD for the Fiscal Year 2025-26 levy period, since the CFD was not formed by August 10, 2025.

The attached Resolution approves the Agreement and authorizes its execution by the City Manager or either of his designees.
72 RESOLUTION NO. ________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO ,

CALIFORNIA, AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGREEMENT REGARDING ASSESSOR PARCEL NUMBER 1073-151-21

FOR FEE IN-LIEU BETWEEN THE CITY OF ONTARIO AND REMINGTON APG LLC.

WHEREAS, the Owner petitioned the City to establish a community facilities district known as City of Ontario Community Facilities District No. 74 (Remington APG LLC Services) (the “CFD”) pursuant to the Mello -Roos Community Facilities Act of 1982 (commencing with Government Code Section 53311), and, on July 15, 2025, the City did establish the CFD relating to the development of and to include Assessor Parcel Number 1073-151-21 (the “Property”); and

WHEREAS, the CFD was not formed in time to meet the County of San Bernardino’s deadline to place the levy of the CFD special taxes on the annual tax roll for Fiscal Year 2025-26; and

WHEREAS, the City and the owner of the Property (“Owner”) now desire to enter into that certain Fee In -Lieu Agreement, the form of which is attached hereto as Exhibit “A” and incorporated herein (the “Agreement”) , relating to the payment by Owner of an amount in-lieu of the levy of special taxes by the CFD for Fiscal Year 2025-26.

NOW THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the City Council of the City of Ontario as follows:

SECTION 1. Recitals. The above recitals are true and correct and the City Council of the City (the “City Council”) so finds and determines.

SECTION 2. Approval of Agreement. The Agreement is hereby approved by the City Council in substantially the form presented at this meeting, and attached hereto as Exhibit A, with such insertions, omissions and change s as shall be approved by the City Manager, Assistant City Manager, or either of their designees (the “Authorized Officers”), the execution of the Agreement being conclusive evidence of such approval.

The execution and delivery of the Agreement is hereby confirmed and ratified. The Authorized Officers are hereby directed and authorized to execute and to take all other necessary actions to effectuate the transaction contemplated by this Resolution.

SECTION 3. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. The City Clerk of the City of Ontario shall certify as to the adoption of this Resolution.

73 PASSED, APPROVED, AND ADOPTED this 7th day of October, 2025.

_____________________________________
PAUL S. LEON, MAYOR

ATTEST:

____________________________________

SHEILA MAUTZ, CITY CLERK

APPROVED AS TO FORM:

____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY

74 STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

____________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

The foregoing is the original of Resolution No. 2025- duly passed and adopted by the Ontario City Council at their regular meeting held October 7, 2025.

_____________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

75 EXHIBIT A

IN-LIEU AGREEMENT
[attached]
76 77
78 79
80 Department: Financial Services
Prepared By: Matthew Hernandez
Department:

Prepared By: Matthew Hernandez
Staff Member Presenting: Armen Harkalyan,
Executive Director of Finance
Reviewed By: Claudia Hernandez, Matthew
Hernandez
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 9
SUBJECT:

A RESOLUTION RELATING TO REMOVING THE USE OF SUCCESSOR AGENCY FUNDS (FORMERLY REDEVELOPMENT AGENCY) FROM RESOLUTION NO. 2007- 023

CITY OF ONTARIO
Agenda Report
October
7, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council remove Section 7, Section 8, and Section 9 from prior Resolution No. 2007-023.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy Operate in a Businesslike Manner
Focus Resources in Ontario's Commercial and Residential Neighborhoods Ensure the Development of a Well Planned, Balanced, and Self-Sustaining Community in Ontario Ranch
FISCAL IMPACT:

There is not a direct fiscal impact associated with this action.

BACKGROUND & ANALYSIS:

The City uses the DIF Program in accordance with Ordinance Nos. 2779 and 2780 to collect DIF from Developers to fund public infrastructure identiﬁed in The Ontario Plan (“TOP 2050”) necessary for future Residential and Non-Residential projects. The fees collected are based on legally required studies to estimate the cost of these projects to allow the City to construct necessary infrastructure without impacting the current residents service. The study and its fees are updated from time to time to ensure that the City does not burden its current operations, nor risk residents’ current services.

On February 6, 2007, the City adopted Resolution No. 2007-023 which included language pertaining to the use of the Ontario Redevelopment Agency (RDA) funds in conjunction with the DIF program.

The primary purpose of redevelopment entities was to encourage private redevelopment of property and to rehabilitate areas suﬀering from economic disuse arising from poor and inadequate planning, inadequate street layout and street access, lack of open space, landscaping 81 and other improvements and facilities necessary to establish and maintain the economic growth of the City. However, redevelopment agencies in California were dissolved as of January 31, 2012, through the Supreme Court decision on Assembly Bill 1X26. As a result, the Ontario RDA became the Successor Agency of the former Ontario Redevelopment Agency (Successor).

After enactment of the law, which occurred on June 28, 2011, redevelopment agencies in the State of California cannot enter into new projects, obligations or commitments. Successor agencies are only allocated revenue in the amount that is necessary to pay the estimated annual installment payments on enforceable obligations of the former redevelopment agency until all enforceable obligations of the prior redevelopment agency have been paid in full and all assets have been liquidated. Due to these limitations, Successor Agency funds are no longer available, the City is modifying portions of the Resolution to reflect its current practice. 82 RESOLUTION NO. _______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ONTARIO, CALIFORNIA, CLARIFYING RESOLUTION 2025 -010 AND TAKING
OTHER ACTIONS RELATING THERETO 2007 -023 TO REMOVE
SECTIONS 7, 8, AND 9 PERTAINING TO REMOVING THE USE OF

SUCCESSOR AGENCY FUNDS (FORMERLY REDEVELOPMENT
AGENCY).

WHEREAS, the City Council (“City Council” or “ Council”) of the Cit y of Ontario (“City”) periodically adopts ordinances or resolutions establishing new or modifying existing development impact fees (each a “DIF”) in accordance with Government Code section 66000 et seq.; and

WHEREAS, on February 6, 2007, the Council adopted Resolutio n No. 2007-023 (“Prior Resolution”), which adopted new or modified existing DIFs , which provided for reduced DIFs for certain types of developments (each a “Reduced DIF”); and

WHEREAS, on March 18, 2025, the Council adopted Resolution No. 2025-010 (“Updated Resolution”), which adopted new or modified existing DIFs and superseded the Prior Resolution to the extent of the conflict; and

WHEREAS, the Council intended that the New Resolution supersede in full any DIF or Reduced DIF set forth in the Prior Resolution; and

WHEREAS, for the sake of clarity, the Council wishes to adopt this Resolution confirming that the New Resolution sets forth the DIF in full, and supersedes all DIF and Reduced DIF set forth in the Prior Resolution or any prior resolution or legislative enactment.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ONTARIO DOES HEREBY RESOLVE AND DECLARE AS FOLLOWS:

SECTION 1. Recitals. The City Council finds that all of the foregoing recitals are true and correct and incorporates them herein by this reference.

SECTION 2. New Resolution. The City Council finds that the purpose of the New Resolution, as set forth in Section 4 thereof, is to supersede all DIF and Reduced DIF in any prior resolution, including the formula for establishing the Reduced DIF set forth in the Prior Resolution. sale and development of the Property pursuant to the Agreement will further the goals and purposes of the City, and is in the common interest of the City and its residents. Specifically, in addition to other portions of the Prior Resolution setting forth DIF that were superseded by subsequent resolutions, including the New Resolution, the Council hereby confirms that Sections 7 through 9 are superseded and no longer have any force or effect.

83 SECTION 3. No Increase . Because this action clarifies the intent of the Council in adopting the New Resolution, and specifically the impacts of Section 4 thereof, this Resolution does not constitute an increase under Section 66000 et seq. of the California Government Code.

SECTION 4. Severability. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The City declares that the City would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution.

SECTION 5. Effective Date . This Resolution shall become effective immediately upon its adoption.

The City Clerk of the City of Ontario shall certify as to the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED this 7th day of October 2025.

_____________________________________
PAUL S. LEON, MAYOR

ATTEST:

____________________________________

SHEILA MAUTZ, CITY CLERK

APPROVED AS TO FORM:

____________________________________

BEST BEST & KRIEGER LLP

CITY ATTORNEY
84 STATE OF CALIFORNIA )

COUNTY OF SAN BERNARDINO )

CITY OF ONTARIO )

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

____________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

The foregoing is the original of Resolution No. 2025 - duly passed and adopted by the Ontario City Council at their regular meeting held October 7, 2025 .

_____________________________________

SHEILA MAUTZ, CITY CLERK

(SEAL)

85 Department: Public Works
Prepared By: Cynthia Heredia-Torres
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Bonnie Tam, Andrea Ampig
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 10
SUBJECT:

A CHANGE ORDER TO THE CONSTRUCTION CONTRACT WITH OPTIMA RPM, INC.

FOR THE DEMOLITION OF THE MISSION MOTEL AT 1514 W. MISSION

BOULEVARD FOR THE ONTARIO WELLNESS CAMPUS PROJECT

CITY OF ONTARIO
Agenda Report
October
7, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council take the following actions:

A
.

Authorize the City Manager, or his designee, to execute all documents required for the completion of the project which may include, but is not limited to, agreements, assessments, easements, reduction of retention accounts, contract amendments within the authorization limits, and filing a notice of completion at the conclusion of all construction-related activities.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
Encourage, Provide or Support Enhanced Recreational, Educational, Cultural and Healthy City Programs, Policies and Activities
FISCAL IMPACT:

The Fiscal Year 2025-26 Adopted Budget includes budget in the Capital Projects- Measure Q Fund for the demolition and site clearance activities for the Mission Motel for the Ontario Wellness Campus Project. The recommended Change Order No. 4 to the Construction Contract with Optima RPM, Inc. is in the amount of $753,757 for a total not-to-exceed contract amount of $5,450,726.

BACKGROUND & ANALYSIS:

The Ontario Wellness Campus will serve as the access point to vital services, resources, shelter, and emergency needs for the City. To expand the services the Ontario Wellness Campus provides, the City had previously acquired the Ontario Motor Inn and recently 86 acquired the Mission Motel which will require demolition to clear the site to accommodate the construction of additional oﬃces and emergency and temporary housing units. Additionally, the Mission Motel's state of disrepair due to building code violations poses an immediate risk to public safety. After assessment, the Ontario Police Department recommends immediate demolition of the motel due to the property being uninhabitable and the growing criminal element in the motel and in the immediate area.

On October 15, 2024, the City Council approved a Construction Contract with Optima RPM, Inc. for the Ontario Motor Inn renovation to accommodate oﬃces and emergency and temporary housing units for the Wellness Campus Project. Change Order No. 4 to the Construction Contract with Optima RPM, Inc. will consist of the demolition and site clearance of the 10,040-square foot Mission Motel.

The scope of the previously approved Ontario Motor Inn renovation project and the demolition of the Mission Motel are comparable and align with the expected project requirements. Optima RPM, Inc’s. expertise and availability make them the ideal choice to handle the demolition and site clearance in a timely and responsible manner. Competitive bidding for this work would be contrary to the public interest because any other ﬁrm would be required to incur signiﬁcant mobilization costs that would be passed on to the City while Optima is already mobilized and can avoid those costs.
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(BB&K 2020)

CITY OF ONTARIO

CHANGE ORDER

Project: D&C24-011 Wellness Campus Access Center

Contract Date: 10/7/24

Change Order Number: 4

Change Order Date:

To: Optima RPM Inc – Mohamed Mamoun
17945 Sky Park Circle, Suite D
Irvine, CA 92614
(949) 724-1399

THIS CHANGE ORDER FORM SHALL BE USED FOR ALL CHANGE ORDER S ASSOCIATED WITH THE WORK.

NO ADDITIONS OR DELETIONS TO THIS FORM SHALL BE ALLOWED, EXCEPT WITH PERMISSION OF THE CITY OF ONTARIO.

The Contract is changed as follows:

PCCO # Description Amount
PCCO #016 Demolition of Existing Motel $753,756.30
Total: $753,756.30

Contractor agrees to furnish all labor, materials, equipment and services to perform the Work, modified as described herein, in accordance with the Contract Documents as revised by this Change Order.

NOT VALID UNTIL SIGNED BY OWNER

In consideration of the change(s) described above, the Contract Price is adjusted as follows:

The original Contract Price was $ 4,098,000
Net change by previously authorized Change Orders $ 598,969 The Contract Price prior to this Change Order was $ 4,696,969 The Contract Price will be changed by this Change Order in the amount of $ 753,757 The new Contract Price including this Change Order will be $ 5,450,726

In consideration of the change(s) described above, the Contract Time is adjusted as follows:

PAUL S. LEON
MAYOR

ALAN D. WAPNER

MAYOR PRO TEM

JIM W. BOWMAN

DEBRA PORADA

DAISY MACIAS

COUNCIL MEMBERS

SHEILA MAUTZ

CITY CLERK

JAMES R. MILHISER

CITY TREASURER

SCOTT OCHOA

CITY MANAGER
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(BB&K 2020)

The Contract Time will be: increased decreased unchanged by 30 Days The Contract Time prior to this Change Order was 373 Days The new Contract Time including this Change Order will be 403 Days Attachments: PCCO #016.

Contractor accepts the terms and conditions stated herein as full and final settlement of any and all claims arising from this Change Order. The adjustments to the Contract Price and Contract Time in this Change Order constitutes the entire compensation and/or adjustment thereto due to Contractor , including direct, indirect, consequential, and overhead (field and home office) costs, due to Contractor arising out of or related to the c hange in the Work covered by this Change Order . By signing this Change Order, Contractor agrees to accept the amount of the adjustment to the Contract Price, and the adjustment of the Contract Time, as payment in full for all costs, including direct, indirect, consequential, and overhead (field and home office) costs, related to the change in the Work covered by this Change Order.

Accepted:

(Signature) Mohamed Mamoun, President-Treasurer Date

Approved:

(Signature) Tito Haes, Executive Director Public Works Date

Approved:

(Signature) Scott Ochoa, City Manager Date

Pursuant to Section 1, Procedures, of the City of Ontario’s Purchasing Policies and Procedures Manual, “Construction change orders up to 75% of the City Council approved contingency amount shall be approved by the Agency Head. Change orders that exceed 75% of the approved contingency shall be signed by the City Manager.” If your Change Order is less than 75% of the City Council approved contingency amount, then indicate “N/A” on the line where the City Manager would sign and have your Agency Head sign only.

89 Department: Public Works
Prepared By: Cynthia Heredia-Torres
Staff Member Presenting: Tito Haes, Executive
Director Public Works
Reviewed By: Bonnie Tam, Andrea Ampig
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 11
SUBJECT:

A CONSTRUCTION CONTRACT WITH BOGH CONSTRUCTION, LLC AND AN

AMENDMENT TO THE DESIGN SERVICES AGREEMENT WITH ARDURRA GROUP, INC. FOR THE SPORTS EMPIRE OFFSITE IMPROVEMENTS PHASE 2 PROJECT

CITY OF ONTARIO
Agenda Report
October
7, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

That the City Council take the following actions:

A
.

Authorize the City Manager, or his designee, to approve the plans and speciﬁcations and award Contract No. D&C23-025c Sports Empire Oﬀsite Improvements Phase 2 to Bogh Construction, LLC, of Beaumont, California, for the construction of the D&C23-025c Sports Empire Oﬀsite Improvements Phase 2 Project in the amount of $23,187,700 plus a 15% contingency of $3,478,155, for a total amount of $26,665,855, and B
.

Authorize the City Manager, or his designee, to execute all documents required for the completion of the project which may include, but is not limited to, agreements, assessments, easements, reduction of retention accounts, contract amendments within the authorization limits, and filing a notice of completion at the conclusion of all construction-related activities.

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the City's Infrastructure (Water, Streets, Sewers, Parks, Storm Drains and Public Facilities)
Ensure the Development of a Well Planned, Balanced, and Self-Sustaining Community in Ontario Ranch
FISCAL IMPACT:

The Fiscal Year 2025-26 Adopted Budget includes appropriations in the Capital Projects-Measure Q Fund, Water Capital Fund, and Sewer Capital Fund for the Sports Empire Oﬀsite 90 Improvements Phase 2 Project. The proposed contract award to Bogh Construction, LLC is in the amount of $23,187,700 plus a 15% contingency of $3,478,155 for a total not-to-exceed contract amount of $26,665,855 for the construction of the Sports Complex Oﬀsite Improvements Phase 2 project. The proposed Amendment No. 3 to the Design Services Agreement with Ardurra Group, Inc. is in the amount of $588,842 for a total not-to-exceed contract amount of $3,046,054 for on-call design services for the Sports Complex Offsite Improvements Phase 2 Project.

BACKGROUND & ANALYSIS:

The Ontario Sports Empire is a transformative development in the Ontario Ranch area that will feature a wide range of recreational and community amenities.

Amenities will include a professional baseball stadium, which is currently under construction, along with soccer, baseball, and softball fields, football fields, and retail facilities.

To support this major investment in an underdeveloped area, improvements to the City’s
infrastructure are required. These improvements include widening of streets, installation of potable and recycled water systems, storm drain facilities, and other utility upgrades necessary to serve both the Ontario Sports Empire and the surrounding community.

The D&C23-025c Sports Empire Oﬀsite Improvements Phase 2 project consists of critical street and utility improvements along Chino Avenue and Vineyard Avenue. The scope of work includes signing and striping, erosion control measures, roadway improvements, storm drain, installation of recycled and potable water systems, traﬃc signal upgrades, new street lighting, ﬁber optic infrastructure, and landscape enhancements. These improvements are essential to fully integrating the Ontario Sports Empire into the existing utility systems while providing safe and reliable infrastructure.

Construction Contract for the Sports Empire Offsite Improvements Phase 2 Project On August 28, 2025, ﬁve bids were received for Bid No. 1939 D&C23-025c Sports Complex Oﬀsite Improvements Phase 2. The bids ranged from a low bid amount of $23,187,700 to a high bid amount of $37,667,909. The bids are summarized below:

Bidder
Location
Amount

Bogh Construction, LLC
Beaumont, CA
$23,187,700
Granite Construction Company
Indio, CA
$25,475,000
Plyco Corporation
Jurupa Valley, CA
$36,247,000
Nationwide Contracting
Services, Inc.

Huntington Beach, CA
$37,372,836
Griffith Company
Brea, CA
$37,667,909

Staﬀ reviewed each bid, evaluating the company’s qualiﬁcations and responsiveness to the bid requirements. Staﬀ recommends the award to Bogh Construction, LLC, of Beaumont, California, for Construction Contract D&C23-025c Sports Complex Oﬀsite Improvements Phase 2 based on their expertise, pricing, references, the ability to perform the work in a timely manner, and successful completion of this type of work in the past.

91 A protest was received from Nationwide Contracting Services, Inc. City staﬀ denied the protest because the protest was meritless.

Design Services for the Sports Empire Offsite Improvements Phase 2 Project

On November 19, 2024, the City Council approved Amendment No. 2 to the Design Services Agreement with Ardurra Group, Inc. which included design work for the Sewer Improvement Project at Vineyard Avenue in conjunction with the Sports Empire Oﬀsite Improvements Phase 1 Project. The proposed Amendment No. 3 to the Design Services Agreement with Ardurra Group, Inc. includes additional construction inspection and plan preparation services for the Sports Empire Offsite Improvements Phase 2 Project.
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BB&K 2020

AMENDMENT NO. 3 TO THE DESIGN SERVICES AGREEMENT

BETWEEN THE CITY OF ONTARIO AND
ARDURRA GROUP, INC.

1. Parties and Date.

This Amendment No. 3 to the Agreement (as defined herein) is made and entered as of ____________, by and between the City of Ontario (“City”) and Ardurra Group, Inc. , a Corporation (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Agreement. T he City and Consultant have entered into an agreement entitled “Design Services Agreement” dated June 4, 2024 (“Agreement”).

2.2 Amendment Purpose . The City and Consultant desire to amend the Agreement to revise the scope of services for t he Sports Complex Offsite Improvements project and increase the compensation amount by $588,842 for a total contract amount not-to-exceed $3,046,054. The Parties have heretofore entered into that Amendment No. 1 dated July 16, 2024, and Amendment No. 2 dated November 19, 2024.

2.3 Amendment Authority. This Amendment No. 3 is authorized pursuant to Section

3.37 of the Agreement.

3. Terms.

3.1 Amendment. Section 3.1.1 and 3.10.1 of the Agreement is hereby amended in its entirety to read as follows:

"3.1.1 Scope of Services. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional architectural and related services necessary for the full and adequate completion of the Project consistent with the provisions of this Agreement (hereinafter referred to as PAUL S. LEON
MAYOR

ALAN D. WAPNER

MAYOR PRO TEM

JIM W. BOWMAN

DEBRA PORADA

DAISY MACIAS

COUNCIL MEMBERS

SHEILA MAUTZ

CITY CLERK

JAMES R. MILHISER

CITY TREASURER

SCOTT OCHOA

CITY MANAGER
93 46700.00100\33287662.1

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BB&K 2020

“Services”). The Services are more particularly described throughout this Agreement, including Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, any exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations.

All Services performed by Consultant shall be subject to the sole and discretionary approval of the City, which approval shall not be unreasonably withheld. Additionally, Consultant shall comply with all Federal requirements applicable to the Services as set forth in Exhibit A."

3.10.1 Consultant's Compensation for Basic Services. City shall pay to Consultant, for the performance of all Services rendered under this Agreement, the total not to exceed amount of Three Million For ty-Six Thousand and Fifty-Four Dollars ($3,046,054) ("Total Compensation"). This Total Compensation amount shall be based upon, and may be adjusted according to, the fee schedule and related terms and conditions attached hereto as Exhibit "B" and incorporated herein by reference. The Total Compensation, as may be adjusted upon mutual agreement, shall constitute complete and adequate payment for Services under this Agreement.

Exhibit A and B is hereby revised in its entirety and added Attachment A attached hereto and incorporated herein by reference.

3.2 Continuing Effect of Agreement . Except as amended by this Amendment No. 3, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 3. From and after the date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 3.

3.4 Severability. If any portion of this Amendment No. 3 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

[SIGNATURES ON FOLLOWING PAGE]

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BB&K 2020

SIGNATURE PAGE FOR AMENDMENT NO. 3 TO THE DESIGN SERVICES

AGREEMENT BETWEEN THE CITY OF ONTARIO
AND ARDURRA GROUP, INC.

IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 3 as of the day and year first above written.

CITY OF ONTARIO ARDURRA GROUP, INC.

By:

Its:

Printed Name:

By:

Its:

Printed Name:
[
If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
Approved By:

Scott Ochoa
City Manager
Approved as to Form:
_____________________________________
Best Best & Krieger LLP
City Attorney
A
ttested By:

City Clerk
95 3737 Birch Street, Suite 250 | Newport Beach, CA 92660 | www.ardurra.com May 7, 2025
Cynthia Torres
Project Manager
1333 S. Bon View Ave
Ontario CA, 91761
SUBJECT: Amendment No. 3 Engineering Services for Ontario Reg ional Sports Complex Offsite Improvements (PO#04217)
Dear Ms. Torres:

It has been very rewarding and exciting working with the City on this project. The additional scope includes the tunneling consultant, Aldea and the surveying consultant, O’Day. Their proposals are attached describing their scope of work.
$1,784,432 Amendment No. 1 (Approved 6/4/2024)
$72,780 Amendment No. 2 (Approved 6/4/2024)
$588,842 Amendment No. 3
$2,446,054 New Total Contract Amount
All other contractual terms apply. Please feel free to contact me if you have questions or require additional information at 661.748.3893 or [email protected].

Sincerely,
Dolores Salgado, PE
Client Service Manager
Enclosures:

Exhibit “A” Fee Schedule
Exhibit “B” Aldea’s Proposal
Exhibit “C” O’Day’s Proposal
Attachment A
96 Exhibit "A" - Design Fee Schedule
Ontario Regional Sports Complex
Offsite Improvements
Amendment No. 3
Project
Director Labor Hrs Labor Costs Tunneling Surveyor
Aldea O'Day 10%
2025 Hourly Rates 325$
TASK 1 Evaluate Tunneling Methods
Prepare Trenchless Cost Comparison 16 16 5,200$ 45,300$ 4,530$ 55,030$ 55,030$
TASK 2 Specialty Inspection
Construction Inspection 0 -$ 163,800$ 16,380$ 180,180$ 180,180$
TASK 3 Street Dedications and Final Map
Street Dedications and Final Map 24 24 7,800$ 235,992$ 23,599$ 267,391$ 267,391$
TASK 4 Additional ESDC
General Requirements 0 -$ 16,680$ 1,668$ 18,348$ Pre-Construction 0 -$ -$ -$
Construction Meetings 0 -$ 3,150$ 315$ 3,465$ Change Order Management 0 -$ -$ -$ Requests for Information (RFI) 0 -$ -$ -$ Submittal Management 0 -$ 5,040$ 504$ 5,544$ Design Revisions 0 -$ -$ -$
Post Construction 0 -$ -$ -$
27,357$
TASK 4 ADDITIONAL SERVICES
Other Requested Services (10% total) 58,884$
58,884$
40 40
13,000 $ 13,000 $ 233,970 $ 235,992 $ 46,996 $ -$ 588,842$ Total Hours:

Total Project Cost:

TOTAL
Evaluate Tunneling Methods
Specialty Inspection
Additional ESDC

ADDITIONAL SERVICES
Task Item
Labor Hours
Sub
Markup Direct Costs
Subconsultants
Street Dedications and Final Map
ORSC Ardurra Amendment No. 3_ Fee Page 1 of 1 5/7/2025
97 December 16, 2024
Dolores Salgado, PE
Practice Director
Ardurra
9100 Ming Avenue,
Suite 202,
Bakersfield, CA 93311
Subject: Ontario Sports Complex Sewer – Ontario, California Proposal for Trenchless Advisory Services
Dear Ms. Salgado,
Aldea Services Inc (Aldea) is pleased to present this proposal to Ardurra to provide trenchless advisory and construction inspection services for the Ontario Sports Complex Sewer located in Ontario, California.

Project Understanding:

The City of Ontario is constructing approximately 2 miles of pipeline to support the new Ontario Sports Complex in Onario, California. Aldea has been asked to review the Contractor’s trenchless submittals for the South Sewer (Weka), which is approximately 11,018 LF and the North Sewer (Griffith), which is approximately 4,571 LF and provide a cost comparison to the open cut method.

The project includes 11 trenchless drives total between the North and South sewers and includes 18-inch up to 36-inch steel casing pipes for the 10-inch up to 21-inch VCP carrier pipes. The general geotechnical information for the project as it is known now comprises both fill and alluvial sediments. It is understood that the geotechnical information for the project will be supplemented by additional site specific investigations to be performed by the two contractors (Weka and Griffith).

Scope of Work:

The scope of work, deliverables and fees presented in this proposal are for trenchless advisory support services associated with trenchless construction only. The following assumptions have been made regarding Aldea’s fee estimate based upon the shared documents:

1. Scope of Work assumes one Draft Design Submittal and one Final Design submittal only (re-submittal).

EXHIBIT "B"
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2. Additional re-submittals, work on other submittals, other project components, claims, additional meetings, and travel expenses are excluded.

3. Additional Work Fee. Additional work outside the outlined scope, as requested, can be completed at the hourly rates presented in Attachment A.

4. Design Submittal Review Comments. Assume one set of consolidated review comments will be provided on Draft submittals. Review comment responses shall be incorporated into a Final submittal.

5. Terms & Conditions. Assume terms and conditions in accordance with Aldea standard Subconsultant Agreement provided in Attachment B.

Our scope of work will include the following:
•General Project Management
•PM Management and Coordination – 1 hour/week for the duration of the project construction (assume 12 months)
•Review of existing documents – Review of Contractor submittals and provided geotech reports
•Meetings – Aldea will attend 3, 2-hour virtual meetings with 2 Aldea staff •Cost Evaluation
•Cost estimate for the South Sewer drives
•Cost estimate for the North Sewer drives
•Cost Comparison Report – includes 1 draft and 1 final
•Construction Phase
•On-site construction inspection - Construction Inspector to be on site one (1), 10- hour day/week for 12 months
•Submittal review - Aldea will review up to 2 Contractor submittals during the construction phase
Ardurra Roles & Responsibilities
The full scope of Aldea’s work depends on Ardurra providing all the necessary documents and information regarding Contractor means and methods to complete the work. Any changes to the construction plans, means and/or methods will need to be communicated as soon as possible.

Duplicate work due to changing construction conditions has not been included as part of the fee estimate.

Schedule:

Schedule for all deliverables is yet to be determined, will be discussed and agreed upon award with Ardura.
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Cost:

The total lump sum fee for the General Project Management and the Cost Evaluation scope of work as detailed above and presented in Attachment A is $65,130. The total time and materials (T&M) fee for the Construction Phase scope of work as detailed above and presented in Attachment A is $168,840.

The fees broken down by Task are presented in Attachment A.

Conditions of cost are as follows:
•Travel time will be charged at the hourly rates indicated Attachment A. •Additional design work will be carried out if requested. Separate documentation will be maintained of additional tasks, and they will be billed at the hourly rates as shown on Attachment A.
•Task Fees are lump sum and all encompassing. If the Contractor requires engineering support for only a subtask, the fee may need to be reevaluated.

Payment:

Payment of 20% of our anticipated total fee ($13,026), excluding construction fees, will be required as an advance payment and will be considered as our notice to proceed once received. We will provide a 20% reduction in subsequent invoices until the full amount of the advance payment is accounted for.

Invoices will be sent after each Draft and Final submittal on a 70% percent (Draft) and 30% (Final) for the lump sum complete basis, based on the scope described above.

Fees associated with construction will be billed monthly.

Additional tasks carried out on a T&M basis will be invoiced monthly in accordance with hours worked and using the rates as shown on Attachment A. Payment will be due to Aldea 30 days after receipt of the invoice.

Terms and Conditions:

The scope of work described in this proposal will be carried out in accordance with the terms and conditions attached.
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Proposal for Trenchless Advisory Services – OSCS

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We are ready to provide the resources you need to deliver high-quality design and submittals on schedule. Please feel free to contact me at 301-979-7484 to discuss further. We look forward to working with you.

Sincerely,
Paul Headland
Senior Vice President
Aldea Services Inc.

Enclosures:

Attachment A – Aldea Detailed Fee Estimate
Attachment B – Aldea Standard Subconsultant Agreement
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Proposal for Trenchless Advisory Services – OSCS

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ACCEPTANCE OF PROPOSAL:

Please confirm your agreement to the fee and services outlined in this proposal by signing and returning this confirmation.

Ardurra
By: _________________________
Title: _________________________
Date: _________________________
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ATTACHMENT A
Ontario Sports Complex Sewer Improvement
Cost Estimate Comparison and Construction Support Services Drives: 11 (soil) Aldea Engineering Support Fee Estimate Total Trenchless Length: 15,590 LF Monday, December 16, 2024 Casing/Carrier 18 - 36" Steel Casing Requirement / Submittal
Associate PM/SE Proj. ENG
Total Hrs. Expenses ($) Total Cost ($) CommentsAH/ADA KH/PL/HO MT/AG 300 225 165
General Aldea Scope 10 66 12 88 $ - $ 19,830.00
Project Management & Coordination Assume 1 hour/week for 12 months including Construction NA 0 48 0 48 $ 10,800 Review of Existing Documents Review Contractor Submittals and provided Geotech reports NA 4 12 12 28 $ 5,880 Meetings Assume Aldea will attend 3, 2-hour meetings with 2 Aldea staff (virtual meetings) NA 6 6 0 12 $ 3,150 Cost Evaluation Aldea Scope 8 88 140 236 $ - $ 45,300.00 Cost Estimate for South Sewer Drives Includes cost estimate comparison for 36", 24" and forthcoming design for the 18" line. 7 Drives 2 24 40 66 $ 12,600 Cost Estimate for North Sewer Drives Includes cost estimate comparison for 24" and 18" lines. 4 Drives 2 24 40 66 $ 12,600 Cost Comparison Report Aldea will prepare a cost evaluation comparison for the trenchless drives vs. the open cut. Includes 1 draft and 1 final. 11 Drives 4 40 60 104 $ 20,100
Construction Phase Aldea Scope 522 8 16 546 $ 7,800.00 $ 168,840.00 On-site Construction Inspection Assume Aldea Representative Construction Inspector to be on site one (1), 10-hour day/week for the duration of construction (assume 12 months). 11 Drives 520 0 0 520 $ 7,800.00 $ 163,800 Assumes Aldea representative from Los Angeles will perform site inspections.

Submittal Review Aldea will review up to 2 Contractor submittals during the construction phase 2 Submittals 2 8 16 26 $ 5,040
540 162 168 870 $ 7,800.00 $ 233,970.00 TOTAL

62.07% 18.62% 19.31%
Clarifications:

Scope of Work assumes one Draft Design Submittal ( all calculations as shown above for Submittal 1 and Submittal 2) and one Final Design submittal (re-submittal) - design period = 6 months Additional re-submittals, work on other submittals, other project components, claims, additional meetings or any travel expenses are excluded.

Additional Work Fee. Additional work, as required, can be completed at the above noted hourly rates.

Design Submittal Review Comments. Assume one set of consolidated review comments will be provided on Draft submittals. Review comment responses shall be incorporated into Final submittal.

Terms & Conditions. Assume terms and conditions in accordance with Aldea standard Subconsultant Agreement. 103

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March 20, 2025

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Ontario Sports Empire Proposal
City of Ontario, CA

SCOPE OF WORK

Scope I: Hourly not to exceed $85,392.00 due and payable upon percentage of work completed.

A. Prepare Legal Descriptions and Plats for the:

i. Street Dedication along South Home Run Way, between Riverside Drive and East Stadium Way, and along East Stadium Way between South Champions Way and South Home Run Way. See attached Exhibit.

ii. Street Dedication along the south side of Riverside Drive between Vineyard Avenue and the Cucamonga Channel. See attached Exhibit.

iii. Street Dedication along South Champions Avenue between Riverside Drive and approximately 200 feet south of Chino Avenue, as well as the northly half of Chino Avenue approximately 200 feet east and west of South Champions Avenue. See attached Exhibit.

B. Prepare Legal Descriptions and Plats for SCE Easements outside of the Public Streets described above.

C. Provide Plats & Legal Descriptions to Ardurra for processing with the City of Ontario, and to Southern California Edison for processing easements outside of the dedicated streets.

D. Revise Plats & Legal Descriptions per plancheck corrections and redline comments from the City of Ontario, and from SCE.

E. Preliminary title reports for properties affected by the street dedications and the SCE easements.

F. Provide lot closure calculations.

EXHIBIT "C"
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Scope II: Hourly not to exceed $134,800.00 due and payable upon percentage of work completed.

Preparation of the Final Subdivision Map

A. Provide a Field Boundary Survey (prevailing wage)
B. Prepare Final Subdivision Map, to include Street Dedications on the final map, South Tournament Way, East Stadium Way, East Sport Empire Lane, Sport Empire Lane and References to Existing Street Dedications and existing SCE easements.

C. Prepare Plats and Legal Descriptions for SCE Easements (to be processed and recorded by Ardurra)
D. Prepare Subdivision Map Package & Lot Closure Calculations for initial submittal to the City of Ontario
E. Plan check reviews revisions with the City of Ontario for Subdivision Map approval and recordation.

F. Preliminary Title Report for the subdivision map.

G. Plan check reviews and revisions of the SCE easements and plot onto the final map after recording.

Scope III: Time and Materials, estimated at $15,800.00

A. Field survey to set final boundary monuments shown on the final subdivision map. a. Note: Price will be confirmed once final lotting and street layout are established.

Assumptions:

1) All easement locations to be provided to O’Day by Southern California Edison (SCE). 2) We will provide the preliminary Title Reports, all other current Title Documentation to be provided by others.
3) Street Alignments will be provided to O’Day by others. 4) If particular CADD standards are required, it is assumed that these will be provided prior to NTP. 5) It is assumed that no permits will be required for survey work within the existing Right-of-Way; however, if an permits are required for survey work, this will be coordinated by Ardurra. 6) Street Survey Monuments will be constructed by others (O’Day will mark the monument after construction).
7) Assumes no Tentative Map is required.

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DOES NOT INCLUDE:
• Agency fees
• Traffic engineering including traffic control, sign and striping • Landscape Architecture
• Soils engineering
• Dry utilities engineering, including underground of existing overhead utilities • Title documents
• As-builts
• Construction staking
• Consultation during bidding/RFI’s
• Environmental documentation
• Construction of M-10 monuments
• Retaining wall design
• Structural engineering

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107

SECTION 00500 – CONTRACT FOR CONSTRUCTION
This Contract for Construction (“Contract”), No. D&C23-025 SPORTS COMPLEX OFFSITES PH. 2 is made and entered as of ____________, by and between City of Ontario, with its principal place of business at 303 East “B” Street, Ontario, CA 91764, sometimes hereinafter called the “City” and Bogh Construction, LLC., sometimes hereinafter called “Contractor.” WITNESSETH: That the parties hereto have mutually covenanted and agreed, and by these presents do covenant and agree with each other as follows:

ARTICLE 1. SCOPE OF WORK.

The Contractor shall perform all Work within the time stipulated in the Contract, and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documen ts as specified in Article 5, below, for the following Project:

D&C23-025c Sports Complex Offsites Phase. 2
Contractor is an independent contractor and not an agent of the City. The Contractor and its surety shall be liable to the City for any damages arising as a result of the Contractor’s failure to comply with this obligation.

ARTICLE 2. TIME FOR COMPLETION.

Time is of the essence in the performance of the Work. The Work shall be commenced on the date stated in the City’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents per the contract schedule and within 301 calendar days from the commencement date stated in the Notice to Proceed. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work.

ARTICLE 3. CONTRACT PRICE.

The City shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all PAUL S. LEON
MAYOR

ALAN D. WAPNER

MAYOR PRO TEM

JIM W. BOWMAN

DEBRA PORADA

DAISY MACIAS

COUNCIL MEMBERS

SHEILA MAUTZ

CITY CLERK

JAMES R. MILHISER

CITY TREASURER

SCOTT OCHOA

CITY MANAGER
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Sports Complex Offsites Ph. 2 -2- SECTION 00500 – CONtrACT FOR CONSTRUCTION

applicable taxes and costs, the sum of Twenty-Three Million One Hundred Eighty - Seven Thousand and Seven Hundred Dollars ($23,187,700). Payment shall be made as set forth in the General Conditions. The City will pay to Contractor compensation based upon the prices set forth in the Bid Schedule.

ARTICLE 4. LIQUIDATED DAMAGES.

Contractor acknowledges that the City will sustain actual damages for each and every Day completion of the Project is delayed beyond the Contract Time. Because of the nature of the Project, it would be impracticable or extremely difficult to determine the City’s actual damages.

Accordingly, in accordance with Government Code section 53069.85, it is agreed that the Contractor will pay the City the sum of $10,000 for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event this is not paid, the Contractor agrees the City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Section does not exclude recovery of other damages specified in the Contract Documents. Liquidated damages may be deducted from progress payments due Contractor, Project retention or may be collected directly from Contractor, or from Contractor's surety. These provisions for liquidated damages shall not prevent the City, in case of Contractor's default, from terminating the Contractor.

ARTICLE 5. COMPONENT PARTS OF THE CONTRACT.

The “Contract Documents” include the following:

Notice Inviting Bids
Instructions to Bidders
Bid Forms
Bid Acknowledgement
Bid Schedule
Bid Guarantee
Designation of Subcontractors
Non-Collusion Declaration Form
Iran Contracting Act Certification
Public Works Contractor DIR Registration Certification
Performance Bond
Payment (Labor and Materials) Bond
Contract for Construction
General Conditions
Special Conditions
Specifications
Addenda
Construction Plans and Drawings
Standard Specifications for Public Works Construction “Greenbook”, latest edition, Except Sections 1-9
Applicable Local Agency Standards and Specifications, as last revised Reference Specifications
Approved and fully executed Change Orders
Permits
Scope of Work Summary
Any other documents contained in or incorporated into the Contract 109
Sports Complex Offsites Ph. 2 -3- SECTION 00500 – CONtrACT FOR CONSTRUCTION

The Contractor shall complete the Work in strict accordance with all of the Contract Documents.

All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. In the event of conflict, the various Contract Documents will be given effect in the order set forth in the General Conditions. This Contract shall supersede any prior agreement of the parties.

ARTICLE 6. PROVISIONS REQUIRED BY LAW AND CONTRACTOR COMPLIANCE.

Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Work.

ARTICLE 7. INDEMNIFICATION.

Contractor shall provide indemnification and defense as set forth in the General Conditions.

ARTICLE 8. PREVAILING WAGES.

Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available at the City’s Office or may be obtained online at http://www.dir.ca.gov and which must be posted at the job site.

ARTICLE 9. FALSE CLAIMS.

Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that the False Claims Act, California Government Code sections 12650, et seq., provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include within their scope false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. In the event the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys’ fees. Contractor hereby acknowledges that the filing of a false claim may the Contractor to an administrative debarment proceeding wherein Contractor may be prevented from further bidding on public contracts for a period of up to five (5) years. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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Sports Complex Offsites Ph. 2 -4- SECTION 00500 – CONtrACT FOR CONSTRUCTION

IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written.

CITY OF ONTARIO
By:

Scott Ochoa
City Manager

ATTEST:

By:

Sheila Mautz, City Clerk

APPROVED AS TO FORM:

By:

Best Best & Krieger LLP
City Attorney

Bogh Construction, LLC.

By:

Its:

Printed Name:

By:

Its:

Printed Name:

____________________________________
Contractor’s License Number and
Classification

____________________________________
DIR Registration Number

[IF CORPORATION, TWO SIGNATURES,

PRESIDENT OR VICE PRESIDENT AND

SECRETARY OR TREASURER
REQUIRED]

END OF CONTRACT
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Department: Housing
Prepared By: Albert Ramirez
Department:

Prepared By: Albert Ramirez
Staff Member Presenting: Helen McAlary,
Executive Director Community Life and Culture
Reviewed By: Lacey A Rightmer
Approved By:

Submitted To: Council/OHA
Approved: _______________________________
Continued To: ___________________________
Denied: __________________________________
Item No: 12
SUBJECT:

OPTING INTO A SETTLEMENT AGREEMENT WITH ALVOGEN, AMNEAL, APOTEX,

HIKMA, INDIVIOR, MYLAN, SUN, AND ZYDUS

CITY OF ONTARIO
Agenda Report
October
7, 2025
SECTION:

CONSENT CALENDAR

RECOMMENDATION:

THE FOLLOWING COUNCIL GOALS ARE BEING ACHIEVED:

Invest in the Growth and Evolution of the City's Economy Maintain the Current High Level of Public Safety
Operate in a Businesslike Manner
FISCAL IMPACT:

The City of Ontario is expected to receive $87,710 in additional funding if it opts into the Settlement Agreement as recommended. The funds will be paid over a period of 10 years.

If approved, the funds will be deposited into the Opioid Settlement fund.

BACKGROUND & ANALYSIS:

Many states and cities across the United States have sued major pharmaceutical distributors of opioid painkillers (Amerisource Bergen, Cardinal Health, and McKesson), and the opioid painkiller manufacturer, Janssen (owned by Johnson & Johnson).

Together, these cases have resulted in two settlements totaling approximately $26 billion. In 2024, an additional $1.2 billion settlement was reached with another opioid painkiller manufacturer (Kroger Co.). Earlier this year, Purdue Pharma, L.P. and the Sackler Family reached an agreement for a $7.4 billion settlement. The City of Ontario has opted into every opioid settlement and has been receiving payments since November 2022.

In July 2025, a tentative $720 million settlement was reached with eight opioid manufacturers:

Alvogen, Amneal, Apotex, Hikma, Indivior, Mylan, Sun, and Zydus ("the Secondary Manufacturers' Settlements") for opioid distribution claims, which will be payable over a period of 10 years.

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The funds are restricted to certain opioid abatement/remediation uses. The State will distribute 15% of the funds to the State Fund, 70% to the California Abatement Accounts Fund, and 15% to the California Subdivision Fund. Local subdivisions, such as the City of Ontario, will receive their share from the California Abatement Accounts Fund. The estimated total nationwide payout and payment schedule are outlined below:

Defendant
Estimated Max Payout
(100% Participation)
Years
Mylan
$284,447,916
9 years
Hikma
$95,818,293
1-4 years
Amneal
$71,751,010
10 years
Apotex
$63,682,369
1 year
Indivior
$38,022,450
4 years
Sun
$30,992,087
1-4 years
Alvogen
$18,690,162
1 year
Zydus
$14,859,220
1 year

The City of Ontario is expected to receive approximately $87,710 distributed over 10 years, starting in late 2025. It will continue annually, although the amounts will decline as each settlement is concluded. The final settlement amount will be determined by how many cities participate.

Currently, the City is utilizing opioid settlement funds to support the Community Outreach and Support Team (C.O.A.S.T.) with providing education and support to prevent opioid-related overdoses. Any funds that remain unused or uncommitted within ﬁve years of receipt must be returned to the State. Future funds will be spent in accordance with allowable activities, though specific projects have not yet been determined.

Like all opioid settlements that the City has opted into, funds from this settlement must be used for future opioid remediation or abatement. Primarily, participating subdivisions may use funds for areas such as services to treat opioid use disorder; support people in treatment and recovery; connect people to care; address needs of criminal justice-involved persons; address the needs of pregnant or parenting women and their families, including babies with neonatal abstinence syndrome; prevent over-prescribing and ensure appropriate prescribing and dispensing of opioids; prevent misuse of opioids; prevent overdose deaths and other harms; provide leadership, planning, and coordination of programs; provide training; and conduct research.

The City must complete an annual report to the California Department of Healthcare and Services ("DHCS") that details fund usage and certify that they have been used in compliance with the allocation agreements.

To participate in this settlement, the City must opt in by October 8, 2025. In doing so, the City releases its claims against Alvogen, Amneal, Apotex, Hikma, Indivior, Mylan, Sun, and Zydus. If the City Council takes no action, it will automatically opt out of the settlement. In that case, Ontario's share of the funds will ﬂow to the State. However, the City would still have the right to bring its own 113
litigation against these opioid manufacturers.

Staﬀ recommends that the City Council opt into the combined settlement and elect to receive payments directly by releasing its claims against Alvogen, Amneal, Apotex, Hikma, Indivior, Mylan, Sun, and Zydus.
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New National Opioids Settlement: Secondary Manufacturers Opioids Implementation Administrator
[email protected]
Ontario city, CA
Reference Number: CL-1761839
TO LOCAL POLITICAL SUBDIVISIONS:

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

Deadline: October 8, 2025
A new proposed national opioids settlement (“ Secondary Manufacturers Settlements”) has been reached with eight opioids manufacturers: Alvogen, Amneal, Apotex, Hikma, Indivior, Mylan, Sun, and Zydus (“Settling Defendants”). This Combined Participation Package is a follow-up communication to the Notice of National Opioids Settlement recently received electronically by your subdivision.

You are receiving this Combined Participation Package because California is participating in the Secondary Manufacturers Settlements.

If a state is not eligible to or does not participate in the settlement with a particular manufacturer, the subdivisions in that state are not eligible to participate in that manufacturer’s settlement.

This electronic envelope contains nine attachments:
 A Combined Participation Form for the Secondary Manufacturers Settlements that your subdivision is eligible to join, including a release of any claims.  California State-Subdivision Agreements for Alvogen, Amneal, Apotex, Hikma, Indivior, Mylan, Sun, and Zydus (“California State-Subdivision Agreements”).

The Combined Participation Form and all eight California State-Subdivision Agreements must be executed, without alteration, and submitted on or before October 8, 2025 , in order for your subdivision to be considered for initial participation calculations and payment eligibility under the Secondary Manufacturers Settlement.

Based upon Combined Participation Forms received on or before October 8, 2025, the subdivision participation rate will be used to determine whether participation is sufficient for each settlement to move forward and whether a state earns its maximum potential payment under each settlement. If a settlement moves forward, your release will become effective. If a settlement does not move forward, that release will not become effective.
115
Any subdivision that does not participate cannot directly share in the settlement funds, even if the subdivision’s state is settling and other participating subdivisions are sharing in settlement funds. Any subdivision that does not participate may also reduce the amount of money for programs to remediate the opioid crisis in its state.

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

You are encouraged to discuss the terms and benefits of the Secondary Manufacturers Settlements with your counsel, your Attorney General’s Office, and other contacts within your state. Many states are implementing and allocating funds for this new settlement the same as they did for the prior opioids settlements but states may choose to treat this settlement differently.

Information and documents regarding the Secondary Manufacturers Settlements , implementation in your state, and how funds will be allocated within your state can be found on the national settlement website at
https://nationalopioidsettlement.com/
and the California Attorney General’s website at https://oag.ca.gov/opioids. These websites will be supplemented as additional documents are created.

This Participation Packet is different than the participation packet you recently received from Rubris concerning a settlement with Purdue Pharma, L.P, and the Sackler Family. The Secondary Manufacturers Settlements discussed in this Participation Packet are different than the settlement with Purdue and the Sacklers, and you may participate in the Secondary Manufacturers Settlements regardless of whether you join the Purdue and Sackler settlement.

How to return signed forms:

There are three methods for returning the executed Combined Participation Form, the eight California State-Subdivision Agreements, and any supporting documentation to the Implementation Administrator:
(1)Electronic Signature via DocuSign: Executing the Combined Participation Form electronically through DocuSign will return the signed form to the Implementation Administrator and associate your form with your subdivision’s records. Electronic signature is the most efficient method for returning the Combined Participation Form, allowing for more timely participation and the potential to meet higher settlement payment thresholds, and is therefore strongly encouraged.
(2)Manual Signature returned via DocuSign: DocuSign allows forms to be downloaded, signed manually, then uploaded to DocuSign and returned automatically to the Implementation Administrator. Please be sure to complete all fields. As with electronic signature, returning a manually signed Combined Participation Form via DocuSign will associate your signed forms with your subdivision’s records.
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(3)Manual Signature returned via electronic mail: If your subdivision is unable to return an executed Combined Participation Form using DocuSign, the signed Combined Participation Form may be returned via electronic mail to [email protected]. Please include the name, state, and reference ID of your subdivision in the body of the email and use the subject line Combined Settlement Participation Form – [Subdivision Name, Subdivision State] – [Reference ID].

Detailed instructions on how to sign and return the Combined Participation Form and eight California State-Subdivision Agreements , including changing the authorized signer, can be found at
https://nationalopioidsettlement.com/additional-
settlements/. You may also contact [email protected].

The sign-on period for subdivisions ends on October 8, 2025.

If you have any questions about executing the Combined Participation Form, please contact your counsel, the Implementation Administrator at [email protected], or the California Attorney General’s Office at [email protected].

Thank you,
Secondary Manufacturers Settlements Implementation Administrator The Implementation Administrator is retained to provide the settlement notice required by the Secondary Manufacturers Settlements and to manage the collection of the Combined Participation Form.
117

EXHIBIT K
Secondary Manufacturers’ Combined Subdivision Participation and Release Form (“Combined Participation Form”)
Governmental Entity: Ontario city State: CA
Authorized Official: /officialname_som/
Address 1: /address1_som/
Address 2: /address2_som/
City, State, Zip: /cit_sm/ /state_sm/ /zi_sm/
Phone: /phone_som/
Email: /email_som/
The governmental entity identified above (“Governmental Entity”), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to each of the settlements which are listed in paragraph 1 below (each a “Secondary Manufacturer’s Settlement” and collectively, “the Secondary Manufacturers’ Settlements”), and acting through the undersigned authorized official, hereby elects to participate in each of the Secondary Manufacturers’ Settlements, release all Released Claims against all Released Entities in each of the Secondary Manufacturers’ Settlements, and agrees as follows.

1. The Participating Entity hereby elects to participate in each of the following Secondary Manufacturers’ Settlements as a Participating Entity:
a. Settlement Agreement for Alvogen, Inc. dated April 4, 2025. b. Settlement Agreement for Apotex Corp. dated April 4, 2025. c. Settlement Agreement for Amneal Pharmaceuticals LLC dated April 4, 2025. d. Settlement Agreement for Hikma Pharmaceuticals USA Inc. dated April 4, 2025. e. Settlement Agreement for Indivior Inc. dated April 4, 2025. f. Settlement Agreement for Viatris Inc. (“Mylan”) dated April 4, 2025. g. Settlement Agreement for Sun Pharmaceutical Industries, Inc. dated April 4, 2025. h. Settlement Agreement for Zydus Pharmaceuticals (USA) Inc. dated April 4, 2025.

2. The Governmental Entity is aware of and has reviewed each of the Secondary Manufacturers’ Settlements, understands that all capitalized terms not defined in this Combined Participation Form have the meanings defined in each of the Secondary Manufacturers’ Settlements, and agrees that by executing this Combined Participation Form, the Governmental Entity elects to participate in each of the Secondary Manufacturers’ Settlements and become a Participating Subdivision as provided in each of the Secondary Manufacturers’ Settlements.

3. 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 against any Released Entity in each of the Secondary Manufacturers’ Settlements. With respect to any Released Claims pending in In re National Prescription Opiate Litigation, MDL No. 2804, the Governmental Entity K-1
118
authorizes the Plaintiffs’ Executive Committee to execute and file on behalf of the Governmental Entity a Stipulation of Dismissal with Prejudice for each of the manufacturers listed in paragraph 1 above substantially in the form found at https://nationalopioidsettlement.com/additional-settlements/.

4. The Governmental Entity agrees to the terms of each of the Secondary Manufacturers’ Settlements pertaining to Participating Subdivisions as defined therein.

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

6. The Governmental Entity agrees to use any monies it receives through each of the Secondary Manufacturers’ Settlements solely for the purposes provided therein.

7. The Governmental Entity submits to the jurisdiction of the court and agrees to follow the process for resolving any disputes related to each Secondary Manufacturer’s Settlement as described in each of the Secondary Manufacturers’ Settlements.1

8. The Governmental Entity has the right to enforce each of the Secondary Manufacturers’ Settlements as provided therein.

9. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all purposes in each of the Secondary Manufacturers’ Settlements, including without limitation all provisions related to release of any claims, 2 and along with all departments, agencies, divisions, boards, commissions, districts, instrumentalities of any kind and attorneys, and any person in his or her official capacity whether elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, and any other entity identified in the definition of Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the Governmental Entity hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in each of the Secondary Manufacturers’ Settlements in any forum whatsoever. The releases provided for in each of the Secondary Manufacturers’ Settlements are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities in each of the Secondary Manufacturers’ Settlements the broadest possible bar against any liability relating in any way to Released 1 See Settlement Agreement for Alvogen, Inc. Section VII.F.2; Settlement Agreement for Apotex Corp. Section VII.F.2; Settlement Agreement for Amneal Pharmaceuticals LLC Section VII.F.2; Settlement Agreement for Hikma Pharmaceuticals USA Inc. Section VII.F.2; Settlement Agreement for Indivior Section VI.F.2; Settlement Agreement for Mylan Section VI.F.2; Settlement Agreement for Sun Pharmaceutical Industries, Inc. Section VII.F.2; Settlement Agreement for Zydus Pharmaceuticals (USA) Inc. Section VII.F.2. 2 See Settlement Agreement for Alvogen, Inc. Section XI; Settlement Agreement for Amneal Pharmaceuticals LLC Section X; Settlement Agreement for Apotex Corp. Section XI; Settlement Agreement for Hikma Pharmaceuticals USA Inc. Section XI; Settlement Agreement for Indivior Section X; Settlement Agreement for Mylan Section X; Settlement Agreement for Sun Pharmaceutical Industries, Inc. Section XI; Settlement Agreement for Zydus Pharmaceuticals (USA) Inc. Section XI.

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Claims and extend to the full extent of the power of the Governmental Entity to release claims. Each of the Secondary Manufacturers’ Settlements shall be a complete bar to any Released Claim against that manufacturer’s Released Entities.

10. The Governmental Entity hereby takes on all rights and obligations of a Participating Subdivision as set forth in each of the Secondary Manufacturers’ Settlements.

11. In connection with the releases provided for in each of the Secondary Manufacturers’ Settlements, 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 in each of the Secondary Manufacturers’ Settlements, but each Governmental Entity hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Governmental Entities’ decision to participate in each of the Secondary Manufacturers’ Settlements.

12. The Governmental Entity understands and acknowledges that each of the Secondary Manufacturers’ Settlements is an independent agreement with its own terms and conditions. Nothing herein is intended to modify in any way the terms of any of the Secondary Manufacturers’ Settlements, to which Governmental Entity hereby agrees, aside from the exceptions in paragraph 13 below. To the extent this Combined Participation Form is interpreted differently from any of the Secondary Manufacturers’ Settlements in any respect, the individual Secondary Manufacturer’s Settlement controls.

13. For the avoidance of doubt, in the event that some but not all of the Secondary Manufacturers’ Settlements proceed past their respective Reference Dates, all releases and other commitments or obligations shall become void only as to those Secondary Manufacturers’ Settlements that fail to proceed past their Reference Dates. All releases and other commitments or obligations (including those contained in this Combined Participation Form) shall remain in full effect as to each Secondary Manufacturer’s Settlement that proceeds past its Reference Date, and this Combined Participation Form need not be modified, returned, or destroyed as long as any Secondary Manufacturer’s Settlement proceeds past its Reference Date.

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

Signature: /signer_1_som/
Name: /name_1_som/
Title: /title_1_som/
Date: /date_1_som/
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1 Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – Alvogen Settlement

1. Introduction
Pursuant to the Alvogen Settlement Agreement, dated as of April 4, 2025, and any revision thereto (the “Alvogen Settlement Agreement”), including Section VI and Exhibit O, the State of California proposes this agreement (the “CA Alvogen Allocation Agreement”) to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections V and VI of the Alvogen Settlement Agreement. For the avoidance of doubt, this agreement does not apply to payments made pursuant to Section X of the Alvogen Settlement Agreement.

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

2. Definitions
a) CA Participating Subdivision means a Participating Subdivision that is also (a) a Plaintiff Subdivision and/or (b) a Primary Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts) and/or Exhibit I to the Alvogen Settlement Agreement. b) CA Litigating Special District means a Litigating Special District located in California.
c) Plaintiff Subdivision means a Subdivision located in California, other than a CA Litigating Special District, that filed a lawsuit, on
behalf of the Subdivision and/or
through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. d) Opioid Defendant means any defendant including but not limited to Alvogen, Inc.

Amneal Pharmaceuticals LLC; Apotex Corp., Hikma Pharmaceuticals USA Inc. f/k/a West-Ward Pharmaceuticals Corp.; Indivior Inc.; Viatris Inc. (“Mylan”); Sun Pharmaceutical Industries, Inc.; Zydus Pharmaceuticals (USA) Inc.; Kroger Co., Teva Pharmaceutical Industries Ltd., Allergan Finance, LLC, Allergan Limited, CVS Health Corporation, CVS Pharmacy, Inc., Walgreen Co., Walmart Inc., Johnson & Johnson, Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health, Inc., Cencora, Inc. f/k/a AmerisourceBergen Corporation, McKesson Corporation, Dr.

Richard S. Sackler, Beverly Sackler, Jonathan Sackler, David Sackler, Marianna Sackler, Theresa Sackler, Ilene Sackler Lefcourt, Dr. Kathe Sackler, and Mortimer D.A. Sackler) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020. 122
2 3. General Terms
This agreement is subject to the requirements of the Alvogen Settlement Agreement, as well as applicable law, and the Alvogen Settlement Agreement governs over any inconsistent provision of this CA Alvogen Allocation Agreement. Terms used in this CA Alvogen Allocation Agreement have the same meaning as in the Alvogen Settlement Agreement unless otherwise defined herein.

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

This Agreement does not apply to funds received by California1 pursuant to Section X of the Alvogen Settlement Agreement, including payments for Private Attorney Fees and the Additional Remediation Amount.

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

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

B. CA Abatement Accounts Fund
i. Allocation of CA Abatement Accounts Funds
a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as adjusted to reflect only those cities and counties that are eligible, based on population or 1 For purposes of clarity, use of the term “California” refers to the geographic territory of
California and the state and its local governments therein. The term “State” or “State of California” refers to the State of California as a governmental unit. 123
3 litigation status, to become a CA Participating Subdivision. The percentage from the CA Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in Appendix 1 in the column entitled abatement percentage (the “Local Allocation”). For the avoidance of doubt, CA Litigating Special Districts and California towns, cities, and counties with a population less than 10,000 are not eligible to receive an allocation of CA Abatement Accounts Funds.
b) A CA Participating Subdivision that is a county, or a city and county, will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision, and will receive payments as provided in the Alvogen Settlement Agreement. c) A CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Allocation share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as the county is a CA Participating Subdivision; provided, however, that if a city currently receives direct payment of its share of funds in the National Opioids Settlement with Distributors Cencora, Inc. (f/k/a AmerisourceBergenCorporation), Cardinal Health, Inc., and McKesson Corporation (the “Distributors Settlement”), that city’s Local Allocation amount will be paid directly to the city. If a city later changes or has already changed its distribution election in the Distributors
Settlement, that change in election will apply here, provided that the change in election is received by the settlement administrator at least 60 days prior to a Payment Date. A Local Allocation share allocated to a city but paid to a county is not required to be spent exclusively for abatement activities in that city, but will become part of the county’s share of the CA Abatement Accounts Funds, which will be used in accordance with Section 4.B.ii (Use of CA Abatement Accounts Funds) and reported on in accordance with Section 4.B.iii (CA Abatement Accounts Fund Oversight). d) A city within a county that is a CA Participating Subdivision may opt in or out of direct payment at any time, and it may also elect direct payment of only a portion of its share, with the remainder going to the county, by providing notice to the Settlement Fund Administrator at least 60 days prior to a Payment Date. For purposes of this CA Alvogen Allocation Agreement, the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions.
e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Alvogen Settlement Agreement and this CA Alvogen Allocation Agreement shall be transferred to the State; provided however, that CA Participating Subdivisions have seven years to expend or encumber CA 124
4 Abatement Accounts Funds designated to support capital outlay projects before they must be transferred to the State.
ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E to the Alvogen Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA Participating Subdivision from the Abatement Accounts Fund in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction;
(5) interventions to prevent drug addiction in vulnerable youth, including but not limited to, youth in foster care, juvenile justice-impacted youth, youth experiencing adversities related to socioeconomic status, and unhoused youth; and/or (6) the purchase of naloxone for distribution and efforts to expand access to naloxone for opioid overdose reversals.
c) The California Department of Health Care Services (“DHCS”) may add to this list (but not delete from it) by designating additional High Impact Abatement Activities. DHCS will make reasonable efforts to consult with stakeholders, including the CA Participating Subdivisions, before adding additional High Impact Abatement Activities to this list. d) For the avoidance of doubt, and subject to the requirements of the Alvogen Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures, or otherwise work in collaboration with, federal, state, local, tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund. Further, provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Alvogen Settlement Agreement and this CA Alvogen Allocation Agreement, a county and any cities or towns within the county may 125
5 agree to reallocate their respective shares of the CA Abatement Accounts Funds among themselves, provided that any direct distribution may only be to a CA Participating Subdivision and any CA Participating Subdivision must agree to their share being reallocated.
iii. CA Abatement Accounts Fund Oversight
a) Pursuant to Section 5 below, CA Participating Subdivisions receiving settlement funds must prepare and file reports annually regarding the use of those funds. DHCS may regularly review the reports prepared by CA Participating Subdivisions about the use of
CA Abatement Accounts Funds for compliance with the Alvogen Settlement Agreement and this CA Alvogen Allocation Agreement.
b
) If DHCS determines that a CA Participating Subdivision’s use of CA Abatement Accounts Funds is inconsistent with the Alvogen Settlement Agreement or this CA Alvogen Allocation Agreement, whether through review of reports or information from any other sources, DHCS shall send a request to meet and confer with the CA Participating Subdivision. The parties shall meet and confer in an effort to resolve the concern.
c) If the parties are unable to reach a resolution, DHCS may conduct an audit of the Subdivision’s use of the CA Abatement Accounts Funds within one year of the request to meet and confer, unless the parties mutually agree in writing to extend the meet and confer time frame.
d) If the concern still cannot be resolved, the State may bring a motion or action in the court where the State has filed its Consent Judgment to resolve the concern or otherwise enforce the requirements of the Alvogen Settlement Agreement or this CA Alvogen Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds, more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement.
e) Notwithstanding the foregoing, this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities, or to pursue administrative, civil, or criminal enforcement actions.

C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Alvogen Settlement Agreement and this CA 126
6 Alvogen Allocation Agreement, to fund future Opioid Remediation and reimburse past opioid-related expenses, which may include fees and expenses related to litigation.

However, in no event shall more than one third (5% out of the 15%) of CA Subdivision Funds be used for litigation-related fees and expenses.

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

A Plaintiff Subdivision may separately agree to use up to one-third (5% out of the 15%) of its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(X), of the Alvogen Settlement Agreement and the MDL Fees Order, provided that: (1) such payments, together with any payments to contingency-fee counsel from the Private Attorneys Fee amount related to such Plaintiff Subdivision, do not exceed 15% of a Plaintiff Subdivision’s total gross recovery under this Alvogen Settlement Agreement; and (2) the Plaintiff Subdivision certifies that any payments made under a State Back-Stop agreement will be made in accordance with the 95% Opioid Abatement use
requirements under Section VI.B.1 of the Alvogen Settlement Agreement. Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Alvogen Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

To effectuate a State Back-Stop Agreement pursuant to this section, an agreement in the form of Appendix 2 may be entered into by a Plaintiff Subdivision, private counsel, and the California Office of the Attorney General. The California Office of the Attorney General shall, upon the request of a Plaintiff Subdivision, execute any agreement executed by a Plaintiff Subdivision and its private counsel if it is in the form of Appendix 2. The California Office of the Attorney General will also consider requests from Plaintiff Subdivisions to execute and enter into agreements presented in other forms.

For the avoidance of doubt, this agreement does not require a Plaintiff Subdivision to request or enter into a State Back-Stop Agreement, and no State Back-Stop Agreement shall impose any duty or obligation on the State of California or any of its agencies or officers, including without limitation the Attorney General.
///
127
7 5. State and Subdivision Reporting
a) DHCS will prepare an annual written report regarding the State’s use of funds from the settlement until those funds are fully expended and for one year thereafter. These reports will be made publicly available on the DHCS web site.
b) Each CA Participating Subdivision that receives payments of funds from the settlement will prepare written reports at least annually regarding the use of those funds, until those funds are fully expended and for one year thereafter. These reports will also include a certification that all funds that the CA Participating Subdivision has received through the settlement have been used in compliance with the Alvogen Settlement Agreement and this CA Alvogen Allocation Agreement. The report will be in a form reasonably determined by DHCS. Prior to specifying the form of the report DHCS will confer with representatives of the Plaintiff Subdivisions.
c) The State and all CA Participating Subdivisions receiving CA Abatement Accounts Funds will track all deposits and expenditures. Each such subdivision is responsible solely for the CA Abatement Accounts Funds it receives. A county is not responsible for oversight, reporting, or monitoring of CA Abatement Accounts Funds received by a city within that county that receives direct payment. Unless otherwise exempt, Subdivisions’ expenditures and uses of CA Abatement Accounts Funds and other Settlement Funds will be subject to the normal budgetary and expenditure process of the Subdivision. d) Each Plaintiff Subdivision receiving CA Subdivision Funds will track all deposits and expenditures, as required by the Alvogen Settlement Agreement and this CA Alvogen Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from the CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report, the amount and how such funds were used, including if used
to pay attorneys’ fees, investigation costs, or litigation costs. Pursuant to Section VI(B)(2) of the Alvogen Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and Alvogen. e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.

6. Miscellaneous
a) The State or any CA Participating Subdivision may bring a motion or action in the court where the State has filed its Consent Judgment to enforce the requirements of this CA Alvogen Allocation Agreement. Before filing such a motion or action the State will meet and confer with any CA Participating Subdivision that is the subject of the anticipated motion or action, and vice versa.
b
) Except as provided in the Alvogen Settlement Agreement, this CA Alvogen Allocation Agreement is not enforceable by any party other than the State and the CA Participating 128
8 Subdivisions. It does not confer any rights or remedies upon, and shall not be enforceable by, any third party.
c) Except as provided in the CA Alvogen Allocation Agreement, if any provision of this agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this agreement, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the Alvogen Settlement Agreement, this agreement shall be governed by and interpreted in accordance with the laws of California. 129
9 The undersigned, Ontario city, CA, ACKNOWLEDGES acceptance of this Proposed California State- Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Alvogen Settlement is a requirement to be an Initial Participating Subdivision in the Alvogen Settlement and ACCEPTS this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Alvogen Settlement.

Signature: /signer_1_som/
Name: /name_1_som/
Title: /title_1_som/
Date: /date_1_som/
130
APPENDIX 1
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Alvogen Settlement, whereas the percentages shown in the Abatement Percentage column should not change. Participating Subdivisions, underlying calculations, and the calculated allocation percentages are subject to change.

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

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

Regarding the column herein entitled “Abatement Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the California Abatement Account Funds received, pursuant to Section 4.B. Regarding the column herein entitled “Plaintiff Subdivision Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the California Subdivision Funds received, pursuant to Section 4.C. Regarding the column herein entitled “Weighted Allocation Percentage,” the annotation of “100%” refers to one- hundred percent (100%) of the combined and weighted allocation of the Abatement Percentage and the Plaintiff Subdivision Percentage.
131
APPENDIX 1
1of15
100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2
.4237952%
City Alameda Alameda 0.069% 0
.0570162%
City Albany Alameda 0.013% 0
.0107768%
City Berkeley Alameda 0.152% 0
.1249656%
City Dublin Alameda 0.033% 0.040% 0
.0338810%
City Emeryville Alameda 0.023% 0
.0185765%
City Fremont Alameda 0.108% 0
.0888576%
City Hayward Alameda 0.117% 0
.0966218%
City Livermore Alameda 0.054% 0
.0446740%
City Newark Alameda 0.026% 0
.0217626%
City Oakland Alameda 0.486% 0.595% 0
.5055601%
City Piedmont Alameda 0.014% 0
.0114064%
City Pleasanton Alameda 0.067% 0
.0554547%
City San Leandro Alameda 0.039% 0
.0321267%
City Union City Alameda 0.043% 0
.0352484%
County Amador County Amador 0.226% 0.277% 0
.2349885%
County Butte County Butte 1.615% 1.975% 1
.6783178%
City Chico Butte 0.216% 0.264% 0
.2246499%
City Oroville Butte 0.079% 0
.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0
.2351644%
County Colusa County Colusa 0.059% 0
.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2 .1844585%
City Antioch Contra Costa 0.037% 0
.0301879%
City Brentwood Contra Costa 0.026% 0
.0215339%
City Clayton Contra Costa 0.002% 0
.0018060%
City Concord Contra Costa 0.055% 0
.0456676%
City Danville Contra Costa 0.010% 0
.0082255%
City El Cerrito Contra Costa 0.023% 0
.0189024%
City Hercules Contra Costa 0.010% 0
.0078273%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0
.0046030%
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APPENDIX 1
2of15
City Martinez Contra Costa 0.012% 0
.0098593%
City Moraga Contra Costa 0.004% 0
.0031007%
City Oakley Contra Costa 0.010% 0
.0079416%
City Orinda Contra Costa 0.005% 0
.0038157%
City Pinole Contra Costa 0.013% 0
.0110909%
City Pittsburg Contra Costa 0.053% 0
.0436369%
City Pleasant Hill Contra Costa 0.013% 0
.0106309%
City Richmond Contra Costa 0.146% 0
.1201444%
City San Pablo Contra Costa 0.018% 0
.0148843%
City San Ramon Contra Costa 0.021% 0
.0176459%
City Walnut Creek Contra Costa 0.026% 0
.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0
.1189608%
County El Dorado County El Dorado 0.768% 0.939% 0
.7980034%
City Placerville El Dorado 0.015% 0
.0127642%
City South Lake Tahoe El Dorado 0.081% 0
.0665456%
County Fresno County Fresno 1.895% 2.318% 1
.9693410%
City Clovis Fresno 0.065% 0
.0536211%
City Coalinga Fresno 0.012% 0
.0098554%
City Fresno Fresno 0.397% 0
.3270605%
City Kerman Fresno 0.005% 0
.0042534%
City Kingsburg Fresno 0.008% 0
.0066167%
City Mendota Fresno 0.002% 0
.0019387%
City Orange Cove Fresno 0.004% 0
.0035607%
City Parlier Fresno 0.008% 0
.0069755%
City Reedley Fresno 0.012% 0
.0098804%
City Sanger Fresno 0.018% 0
.0146135%
City Selma Fresno 0.015% 0
.0127537%
County Glenn County Glenn 0.107% 0.131% 0
.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1
.0703185%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0
.0447660%
City Eureka Humboldt 0.117% 0.143% 0
.1216284%
City Fortuna Humboldt 0.032% 0
.0266837%
County Imperial County Imperial 0.258% 0.315% 0
.2679006%
City Brawley Imperial 0.011% 0
.0087986%
133
APPENDIX 1
3of15
City Calexico Imperial 0.019% 0
.0152799%
City El Centro Imperial 0.158% 0
.1302522%
City Imperial Imperial 0.006% 0
.0048791%
County Inyo County Inyo 0.073% 0.089% 0
.0754413%
County Kern County K
ern 2.517% 3.079% 2
.6159145%
City Arvin Kern 0.006% 0
.0046425%
City Bakersfield Kern 0.212% 0
.1747198%
City California City Kern 0.009% 0
.0070820%
City Delano K
ern 0.030% 0
.0249316%
City McFarland Kern 0.003% 0
.0025644%
City Ridgecrest Kern 0.015% 0
.0120938%
City Shafter Kern 0.013% 0
.0103417%
City Tehachapi Kern 0.009% 0
.0073580%
City Wasco Kern 0.008% 0
.0069861%
County Kings County Kings 0.293% 0
.2413469%
City Avenal Kings 0.007% 0
.0056335%
City Corcoran Kings 0.013% 0
.0107032%
City Hanford Kings 0.027% 0
.0226038%
City Lemoore Kings 0.016% 0
.0131900%
County Lake County Lake 0.795% 0
.6545389%
City Clearlake Lake 0.041% 0.050% 0
.0426253%
City Lakeport Lake 0.021% 0.026% 0
.0222964%
County Lassen County Lassen 0.319% 0.391% 0
.3320610%
City Susanville Lassen 0.027% 0
.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 1

4.4437559%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Agoura Hills Los Angeles 0.005% 0.0040024%
City Alhambra Los Angeles 0.042% 0.0343309%
City Arcadia Los Angeles 0.033% 0.0267718%
City Artesia Los Angeles 0.001% 0.0005100%
City Azusa Los Angeles 0.026% 0.0210857%
City Baldwin Park Los Angeles 0.027% 0.0218520%
City Bell Los Angeles 0.008% 0.0068783%
City Bellflower Los Angeles 0.002% 0.0014485%
City Bell Gardens Los Angeles 0.014% 0.0114301%
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City Beverly Hills Los Angeles 0.065% 0.0534897%
City Burbank Los Angeles 0.100% 0.0823132%
City Calabasas Los Angeles 0.006% 0.0048948%
City Carson Los Angeles 0
.019% 0.0159805%
City Cerritos Los Angeles 0.005% 0.0039682%
City Claremont Los Angeles 0.010% 0.0082584%
City Commerce Los Angeles 0.000% 0.0002971%
City Compton Los Angeles 0.044% 0.0361882%
City Covina Los Angeles 0.028% 0.0229127%
City Cudahy Los Angeles 0.001% 0.0006020%
City Culver City Los Angeles 0.055% 0.0449894%
City Diamond Bar Los Angeles 0.001% 0.0006993%
City Downey Los Angeles 0.052% 0.0429994%
City Duarte Los Angeles 0.003% 0.0027261%
City El Monte Los Angeles 0.031% 0.038% 0.0318985%
City El Segundo Los Angeles 0.033% 0.0268020%
City Gardena Los Angeles 0.034% 0.0278088%
City Glendale Los Angeles 0.166% 0.1366586%
City Glendora Los Angeles 0.016% 0.0134411%
City Hawaiian Gardens Los Angeles 0.005% 0.0040549%
City Hawthorne Los Angeles 0.050% 0.0407833%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Canada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811 %
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City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City San Dimas Los Angeles 0.003% 0.0022016%
City San Fernando Los Angeles 0.013% 0.0104837%
City San Gabriel Los Angeles 0.018% 0.0147726%
City San Marino Los Angeles 0.009% 0.0073791%
City Santa Clarita Los Angeles 0.022% 0.0178167%
City Santa Fe Springs Los Angeles 0.031% 0.0257531%
City Santa Monica Los Angeles 0.158% 0.1298513%
City Sierra Madre Los Angeles 0.006% 0.0048646%
City Signal Hill Los Angeles 0.010% 0.0084884%
City South El Monte Los Angeles 0.005% 0.0039603%
City South Gate Los Angeles 0.020% 0.0166272%
City South Pasadena Los Angeles 0.012% 0.0095334%
City Temple City Los Angeles 0
.005% 0.0039498%
City Torrance Los Angeles 0.112% 0.0919820%
City Walnut Los Angeles 0.006% 0.0047305%
City West Covina Los Angeles 0.049% 0.0404521%
City West Hollywood Los Angeles 0.013% 0.0108517%
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City Whittier Los Angeles 0.032% 0.0260581%
County Madera County M
adera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County M
arin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County M
ariposa 0.084% 0.103% 0.0876131%
County Mendocino County M
endocino 0.439% 0.536% 0.4558394%
City Ukiah Mendocino 0.039% 0.0317153%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Merced County Merced 0.551% 0.674% 0
.5724262%
City Atwater Merced 0.024% 0
.0195846%
City Livingston Merced 0.006% 0
.0045873%
City Los Banos Merced 0.020% 0
.0165142%
City Merced Merced 0.061% 0
.0500762%
County Modoc County Modoc 0.065% 0.080% 0
.0678250%
County Mono County Mono 0.023% 0.029% 0
.0242606%
County Monterey County Monterey 0.908% 1.111% 0
.9437083%
City Greenfield Monterey 0.006% 0
.0050552%
City King City Monterey 0.005% 0
.0037355%
City Marina Monterey 0.017% 0
.0144098%
City Monterey Monterey 0.041% 0
.0336540%
City Pacific Grove Monterey 0.009% 0
.0074842%
City Salinas Monterey 0.094% 0
.0776576%
City Seaside Monterey 0.023% 0
.0191772%
City Soledad Monterey 0.007% 0
.0060870%
County Napa County Napa 0.288% 0.352% 0
.2994325%
City American Canyon Napa 0.017% 0
.0136869%
City Napa Napa 0.078% 0
.0642783%
County Nevada County Nevada 0.441% 0.539% 0
.4579827%
City Grass Valley Nevada 0.024% 0
.0197805%
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City Truckee Nevada 0.003% 0
.0023843%
County Orange County Orange 4.364% 5.339% 4
.5363576%
City Aliso Viejo Orange 0.014% 0
.0113841%
City Anaheim Orange 0.554% 0.678% 0
.5759282%
City Brea Orange 0.086% 0
.0708897%
City Buena Park Orange 0.087% 0
.0714352%
City Costa Mesa Orange 0.124% 0.152% 0
.1288366%
City Cypress Orange 0.033% 0
.0271937%
City Dana Point Orange 0.001% 0
.0005560%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Fountain Valley Orange 0.055% 0
.0455980%
City Fullerton Orange 0.137% 0.168% 0
.1425744%
City Garden Grove Orange 0.213% 0
.1752482%
City Huntington Beach Orange 0.247% 0.302% 0
.2568420%
City Irvine Orange 0.139% 0.170% 0
.1442350%
City Laguna Beach Orange 0.047% 0.058% 0
.0493043%
City Laguna Hills Orange 0.014% 0
.0115457%
City Laguna Niguel Orange 0.001% 0
.0007071%
City Laguna Woods Orange 0.001% 0
.0006546%
City La Habra Orange 0.060% 0.073% 0
.0621049%
City Lake Forest Orange 0.012% 0
.0101249%
City La Palma Orange 0.012% 0
.0095439%
City Los Alamitos Orange 0.008% 0
.0069190%
City Mission Viejo Orange 0.014% 0
.0117560%
City Newport Beach Orange 0.179% 0
.1470134%
City Orange Orange 0.150% 0
.1231320%
City Placentia Orange 0.029% 0.035% 0
.0298912%
City Rancho Santa Margarita Orange 0.001% 0
.0006296%
City San Clemente Orange 0.008% 0.010% 0
.0086083%
City San Juan Capistrano Orange 0.008% 0
.0065510%
City Santa Ana Orange 0.502% 0.614% 0
.5213866%
City Seal Beach Orange 0.020% 0
.0165891%
City Stanton Orange 0.035% 0
.0291955%
City Tustin Orange 0.073% 0
.0600341%
City Westminster Orange 0.104% 0.127% 0
.1082721%
138
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City Yorba Linda Orange 0.044% 0
.0362223%
County Placer County Placer 1.045% 1.278% 1
.0861002%
City Auburn Placer 0.017% 0
.0141114%
City Lincoln Placer 0.031% 0
.0255599%
City Rocklin Placer 0.076% 0
.0625485%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Roseville Placer 0.196% 0.1616559%
County Plumas County P
lumas 0.205% 0.251% 0.2128729%
County Riverside County R
iverside 4.534% 5.547% 4.7128296%
City Banning Riverside 0.017% 0.0143848%
City Beaumont Riverside 0.021% 0.0171135%
City Blythe Riverside 0.012% 0.0096714%
City Canyon Lake Riverside 0.000% 0.0001761%
City Cathedral City Riverside 0.067% 0.0553614%
City Coachella Riverside 0.021% 0.0173054%
City Corona Riverside 0.147% 0.1207083%
City Desert Hot Springs Riverside 0.024% 0.0200433%
City Eastvale Riverside 0.000% 0.0002747%
City Hemet Riverside 0.051% 0.0421792%
City Indio Riverside 0.056% 0.0457794%
City Jurupa Valley Riverside 0.001% 0.0008991%
City Lake Elsinore Riverside 0.021% 0.0172949%
City La Quinta Riverside 0.063% 0.0516732%
City Menifee Riverside 0.032% 0.0260909%
City Moreno Valley Riverside 0.137% 0.1130348%
City Murrieta Riverside 0.048% 0.059% 0.0497423%
City Norco Riverside 0.016% 0.0134542%
City Palm Desert Riverside 0.083% 0.0682465%
City Palm Springs Riverside 0.076% 0.0629862%
City Perris Riverside 0.009% 0.0076774%
City Rancho Mirage Riverside 0.052% 0.0431098%
City Riverside Riverside 0.268% 0.2206279%
City San Jacinto Riverside 0.010% 0.0085936%
City Temecula Riverside 0.022% 0.0180086%
City Wildomar Riverside 0.008% 0.0062500%
139
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County Sacramento County S
acramento 3.797% 4.645% 3.9465887%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Citrus Heights Sacramento 0.057% 0.0465312%
City Elk Grove Sacramento 0.130% 0.1066994%
City Folsom Sacramento 0.108% 0.0890850%
City Galt Sacramento 0.017% 0.0143704%
City Rancho Cordova Sacramento 0.008% 0.0067679%
City Sacramento Sacramento 0.721% 0.882% 0.7496530%
County San Benito County San Benito 0.106% 0.130% 0.1101417% City Hollister San Benito 0.027% 0.0225355%
County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% City Adelanto San Bernardino 0.008% 0.0066640%
City Apple Valley San Bernardino 0.025% 0.0207360%
City Barstow San Bernardino 0.015% 0.0122056%
City Chino San Bernardino 0.064% 0.0525893%
City Chino Hills San Bernardino 0.001% 0.0006388%
City Colton San Bernardino 0.031% 0.0253443%
City Fontana San Bernardino 0.112% 0.0920543%
City Grand Terrace San Bernardino 0.006% 0.0051051%
City Hesperia San Bernardino 0.035% 0.0291522%
City Highland San Bernardino 0.004% 0.0029061%
City Loma Linda San Bernardino 0.009% 0.0071188%
City Montclair San Bernardino 0.039% 0.0322108%
City Ontario San Bernardino 0.179% 0.1472934%
City Rancho Cucamonga San Bernardino 0.084% 0.0689431%
City Redlands San Bernardino 0.057% 0.0469150%
City Rialto San Bernardino 0.073% 0.0603206%
City San Bernardino San Bernardino 0.178% 0.1461880%
City Twentynine Palms San Bernardino 0.002% 0.0012605%
City Upland San Bernardino 0.052% 0.0424460%
City Victorville San Bernardino 0.033% 0.0269400%
City Yucaipa San Bernardino 0.016% 0.0128772%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
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City Yucca Valley San Bernardino 0.003% 0.0021228%
County San Diego County San D
iego 5.706% 6.980% 5.9309748%
City Carlsbad San Diego 0.128% 0.1050485%
City Chula Vista San Diego 0.189% 0.231% 0.1961456%
City Coronado San Diego 0.044% 0.0359095%
City El Cajon San Diego 0.113% 0.0933582%
City Encinitas San Diego 0.061% 0.074% 0.0630289%
City Escondido San Diego 0.145% 0.1192204%
City Imperial Beach San Diego 0.014% 0.0118283%
City La Mesa San Diego 0.055% 0.068% 0.0575593%
City Lemon Grove San Diego 0.022% 0.0183911%
City National City San Diego 0.080% 0.0656808%
City Oceanside San Diego 0.213% 0.1753428%
City Poway San Diego 0.062% 0.0511040%
City San Diego San Diego 1.975% 2.416% 2.0531169%
City San Marcos San Diego 0.089% 0.0733897%
City Santee San Diego 0.033% 0.0268401%
City Solana Beach San Diego 0.017% 0.0138564%
City Vista San Diego 0.052% 0.0425144%
Consolidated San Francisco San F
rancisco 3.026% 3.702% 3.1457169%
County San Joaquin County San J
oaquin 1.680% 2.055% 1.7460399%
City Lathrop San Joaquin 0.009% 0.0075394%
City Lodi San Joaquin 0.053% 0.0439484%
City Manteca San Joaquin 0.054% 0.0443454%
City Ripon San Joaquin 0.013% 0.0104219%
City Stockton San Joaquin 0.313% 0.383% 0.3256176%
City Tracy San Joaquin 0.084% 0.0692047%
County San Luis Obispo County San Luis O
bispo 0.816% 0.999% 0.8484126%
City Arroyo Grande San Luis Obispo 0.024% 0.0199053%
City Atascadero San Luis Obispo 0.029% 0.0240680%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
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County San Mateo County San M
ateo 1.074% 1.313% 1.1159599%
City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa B
arbara 1.132% 1.385% 1.1768968%
City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa C
lara 2.404% 2.941% 2.4987553%
City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0
.0103338%
City Los Gatos Santa Clara 0.013% 0
.0103220%
City Milpitas Santa Clara 0.036% 0
.0298120%
City Morgan Hill Santa Clara 0.015% 0
.0124619%
City Mountain View Santa Clara 0.041% 0
.0334608%
City Palo Alto Santa Clara 0.039% 0
.0323080%
City San Jose Santa Clara 0.294% 0.360% 0
.3054960%
City Santa Clara Santa Clara 0.067% 0
.0549723%
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City Saratoga Santa Clara 0.004% 0
.0034161%
City Sunnyvale Santa Clara 0.053% 0
.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0
.8135396%
City Capitola Santa Cruz 0.020% 0
.0168191%
City Santa Cruz Santa Cruz 0.143% 0
.1180348%
City Scotts Valley Santa Cruz 0.015% 0
.0126525%
City Watsonville Santa Cruz 0.063% 0
.0520136%
County Shasta County Shasta 1.095% 1.339% 1
.1380191%
City Anderson Shasta 0.024% 0
.0198896%
City Redding Shasta 0.284% 0
.2334841%
City Shasta Lake Shasta 0.004% 0
.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0
.2373393%
County Solano County Solano 0.760% 0
.6260795%
City Benicia Solano 0.031% 0
.0253903%
City Dixon Solano 0.016% 0
.0130849%
City Fairfield Solano 0.109% 0
.0897317%
City Suisun City Solano 0.021% 0
.0176183%
City Vacaville Solano 0.119% 0
.0976497%
City Vallejo Solano 0.167% 0
.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1
.2661290%
City Healdsburg Sonoma 0.032% 0
.0266929%
City Petaluma Sonoma 0.081% 0
.0667507%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County S
tanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
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County Sutter County S
utter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County T
ehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County T
rinity 0.082% 0.101% 0.0855476%
County Tulare County T
ulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County T
uolumne 0.486% 0.594% 0.5047621%
County Ventura County V
entura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City O
xnard Ventura 0.156% 0.190% 0
.1617338%
City Port Hueneme Ventura 0.021% 0
.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0
.0702181%
City Santa Paula Ventura 0.014% 0
.0119072%
City Simi Valley Ventura 0.065% 0
.0533043%
City Thousand Oaks Ventura 0.022% 0
.0179902%
County Yolo County Yolo 0.357% 0.437% 0
.3713319%
City Davis Yolo 0.055% 0
.0451747%
City West Sacramento Yolo 0.066% 0
.0544321%
City Woodland Yolo 0.058% 0
.0477904%
County Yuba County Yuba 0.214% 0.262% 0
.2225679%
City Marysville Y
uba 0.014% 0
.0112079%
144
APPENDIX 2

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

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

Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Alvogen Settlement Agreement and CA Alvogen Allocation Agreement, as well as any other limitations imposed by law, use funds that it receives from the Alvogen Settlement CA Subdivision Fund to pay a contingent fee to [COUNSEL]. Any such payment from [SUBDIVISION] to [COUNSEL] from [SUBDIVISION’S] CA Subdivision Fund allocation will not exceed [PERCENTAGE NOT TO EXCEED ONE-THIRD OR 5% OUT OF THE 15%] out of the [SUBDIVISION’S] 15% CA Subdivision Fund allocation; provided further that such payments, together with any contingency-fees that [COUNSEL] may receive from the Attorney
Fee Fund will not exceed a total contingency fee of [PERCENTAGE NOT TO EXCEED 15%] of the total gross recovery of [SUBDIVISION] from the Alvogen Settlement Agreement. [COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Alvogen Settlement Agreement before seeking or accepting payment under this backstop agreement. [COUNSEL] further certify that they are not seeking and will not accept payment under this backstop agreement of any litigation fees or costs that have been reimbursed through prior settlements or judgments.

The Attorney General is executing this agreement solely because the definition of “State Back- Stop Agreement” in Exhibit R of the Alvogen Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
1 145
1 Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – Amneal Settlement

1. Introduction
Pursuant to the Amneal Settlement Agreement, dated as of April 4, 2025, and any revision thereto (the “Amneal Settlement Agreement”), including Section V and Exhibit O, the State of California proposes this agreement (the “CA Amneal Allocation Agreement”) to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections IV and V of the Amneal Settlement Agreement. For the avoidance of doubt, this agreement does not apply to payments made pursuant to Sections IX or XIV of the Amneal Settlement Agreement.

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

2. Definitions
a) CA Participating Subdivision means a Participating Subdivision that is also (a) a Plaintiff Subdivision and/or (b) a Primary Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts) and/or Exhibit I to the Amneal Settlement Agreement. b) CA Litigating Special District means a Litigating Special District located in California. CA Litigating Special Districts include Central California Alliance for Health, Health Plan of San Joaquin, Santa Barbara San Luis Obispo Regional Health Authority d/b/a Cencal Health, and Ventura County Medi-Cal Managed Care Commission d/b/a Gold Coast Health Plan.
c) Plaintiff Subdivision
means a Subdivision located in California, other than a CA Litigating Special District, that filed a lawsuit, on behalf of the Subdivision and/or through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. d) Opioid Defendant means any defendant including but not limited to Alvogen, Inc.

Richard S. Sackler, Beverly Sackler, Jonathan Sackler, David Sackler, Marianna Sackler, Theresa Sackler, Ilene Sackler Lefcourt, Dr. Kathe Sackler, and Mortimer 146
2 D.A. Sackler) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020.

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

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

This Agreement does not apply to funds received by California1 pursuant to Sections IX or XIV of the Amneal Settlement Agreement, including payments for Private Attorney Fees, the Additional Remediation Amount, and the Settlement Product Cash Conversion Amount.2

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

A. State of California Allocation
Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by the State for future Opioid Remediation.
///
1 For purposes of clarity, use of the term “California” refers to the geographic territory of California and the state and its local governments therein. The term “State” or “State of California” refers to the State of California as a governmental unit. 2All Settlement Product Cash Conversion Amounts paid
to California pursuant to Section XIV of
the Amneal Settlement Agreement shall be allocated to the State and used by the State for future Opioid Remediation.
147
3 B. CA Abatement Accounts Fund
i. Allocation of CA Abatement Accounts Funds
a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as adjusted to reflect only those cities and counties that are eligible, based on population or litigation status, to become a CA Participating Subdivision. The percentage from the CA Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in Appendix 1 in the column entitled abatement percentage (the “Local Allocation”). For the avoidance of doubt, CA Litigating Special Districts and California towns, cities, and counties with a population less than 10,000 are not eligible to receive an allocation of CA Abatement Accounts Funds.
b) A CA Participating Subdivision that is a county, or a city and county, will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision, and will receive payments as provided in the Amneal Settlement Agreement. c) A CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Allocation share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as the county is a CA Participating Subdivision; provided, however, that if a city currently receives direct payment of its share of funds in the National Opioids Settlement with Distributors Cencora, Inc. (f/k/a AmerisourceBergenCorporation), Cardinal Health, Inc., and McKesson Corporation (the “Distributors Settlement”), that city’s Local Allocation amount will be paid directly to the city. If a city later changes or has already changed its distribution election in the Distributors Settlement, that change in
election will apply here, provided that the change
in election is received by the settlement administrator at least 60 days prior to a Payment Date. A Local Allocation share allocated to a city but paid to a county is not required to be spent exclusively for abatement activities in that city, but will become part of the county’s share of the CA Abatement Accounts Funds, which will be used in accordance with Section 4.B.ii (Use of CA Abatement Accounts Funds) and reported on in accordance with Section 4.B.iii (CA Abatement Accounts Fund Oversight). d) A city within a county that is a CA Participating Subdivision may opt in or out of direct payment at any time, and it may also elect direct payment of only a portion of its share, with the remainder going to the county, by providing notice to the Settlement Fund Administrator at least 60 days prior to a Payment Date. For purposes of this CA Amneal Allocation Agreement, the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions.
148
4 e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Amneal Settlement Agreement and this CA Amneal Allocation Agreement shall be transferred to the State; provided however, that CA Participating Subdivisions have seven years to expend or encumber CA Abatement Accounts Funds designated to support capital outlay projects before they must be transferred to the State..
ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E to the Amneal Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA Participating Subdivision from the Abatement Accounts Fund in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction;
(5) interventions to prevent drug addiction in vulnerable youth, including but not limited to, youth in foster care, juvenile justice-impacted youth, youth experiencing adversities related to socioeconomic status, and unhoused youth; and/or (6) the purchase of naloxone for distribution and efforts to expand access to naloxone for opioid overdose reversals.
c) The California Department of Health Care Services (“DHCS”) may add to this list (but not delete from it) by designating additional High Impact Abatement Activities. DHCS 149
5 will make reasonable efforts to consult with stakeholders, including the CA Participating Subdivisions, before adding additional High Impact Abatement Activities to this list. d) For the avoidance of doubt, and subject to the requirements of the Amneal Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures, or otherwise work in collaboration with, federal, state, local, tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund. Further, provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Amneal Settlement Agreement and this CA Amneal Allocation Agreement, a county and any cities or towns within the county may agree to reallocate their respective shares of the CA Abatement Accounts Funds among themselves, provided that any direct distribution may only be to a CA Participating Subdivision and any CA Participating Subdivision must agree to their share being reallocated.
iii. CA Abatement Accounts Fund Oversight
a) Pursuant to Section 5 below, CA Participating Subdivisions receiving settlement funds must prepare and file reports annually regarding the use of those funds. DHCS may regularly review the reports prepared by CA Participating Subdivisions about the use of CA Abatement Accounts Funds for compliance with the Amneal Settlement Agreement and this CA Amneal Allocation Agreement.
b) If DHCS determines that a CA Participating Subdivision’s use of CA Abatement Accounts Funds is inconsistent with the Amneal Settlement Agreement or this CA Amneal Allocation Agreement, whether through review of reports or information from any other sources, DHCS shall send a request to meet and confer with the CA Participating Subdivision. The parties shall meet and confer in an effort to resolve the concern.
c)
If the parties are unable to reach a resolution, DHCS may conduct an audit of the Subdivision’s use of the CA Abatement Accounts Funds within one year of the request to meet and confer, unless the parties mutually agree in writing to extend the meet and confer time frame.
d) If the concern still cannot be resolved, the State may bring a motion or action in the court where the State has filed its Consent Judgment to resolve the concern or otherwise enforce the requirements of the Amneal Settlement Agreement or this CA Amneal Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds, more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement.
150
6 e) Notwithstanding the foregoing, this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities, or to pursue administrative, civil, or criminal enforcement actions.

C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Amneal Settlement Agreement and this CA Amneal Allocation Agreement, to fund future Opioid Remediation and reimburse past opioid- related expenses, which may include fees and expenses related to litigation However, in no event shall more than one third (5% out of the 15%) of CA Subdivision Funds be used for litigation-related fees and expenses.

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

A Plaintiff Subdivision may separately agree to use up to one-third (5% out of the 15%) of its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(X), of the Amneal Settlement Agreement and the MDL Fees Order, provided that: (1) such payments, together with any payments to contingency-fee counsel from the Private Attorneys Fee amount related to such Plaintiff Subdivision, do not exceed 15% of a Plaintiff Subdivision’s total gross recovery under this Amneal Settlement Agreement; and (2) the Plaintiff Subdivision certifies that any payments made under a State Back-Stop agreement will be made in accordance with the 95% Opioid Abatement use requirements under Section VI.B.1 of the Amneal Settlement Agreement. Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Amneal Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

To effectuate a State Back-Stop Agreement pursuant to this section, an agreement in the form of Appendix 2 may be entered into by a Plaintiff Subdivision, private counsel, and the California Office of the Attorney General. The California Office of the Attorney General shall, upon the request of a Plaintiff Subdivision, execute any agreement executed by a Plaintiff Subdivision and its private counsel if it is in the form of Appendix 2. The California Office of the Attorney 151
7 General will also consider requests from Plaintiff Subdivisions to execute and enter into agreements presented in other forms.

5. State and Subdivision Reporting
a) DHCS will prepare an annual written report regarding the State’s use of funds from the settlement until those funds are fully expended and for one year thereafter. These reports will be made publicly available on the DHCS web site.
b) Each CA Participating Subdivision that receives payments of funds from the settlement will prepare written reports at least annually regarding the use of those funds, until those funds are fully expended and for one year thereafter. These reports will also include a certification that all funds that the CA Participating Subdivision has received through the settlement have been used in compliance with the
Amneal Settlement Agreement and this
CA Amneal Allocation Agreement. The report will be in a form reasonably determined by DHCS. Prior to specifying the form of the report DHCS will confer with representatives of the Plaintiff Subdivisions.
c) The State and all CA Participating Subdivisions receiving CA Abatement Accounts Funds will track all deposits and expenditures. Each such subdivision is responsible solely for the CA Abatement Accounts Funds it receives. A county is not responsible for oversight, reporting, or monitoring of CA Abatement Accounts Funds received by a city within that county that receives direct payment. Unless otherwise exempt, Subdivisions’ expenditures and uses of CA Abatement Accounts Funds and other Settlement Funds will be subject to the normal budgetary and expenditure process of the Subdivision. d) Each Plaintiff Subdivision receiving CA Subdivision Funds will track all deposits and expenditures, as required by the Amneal Settlement Agreement and this CA Amneal Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from the CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report, the amount and how such funds were used, including if used to pay attorneys’ fees, investigation costs, or litigation costs. Pursuant to Section V(B)(2) of the Amneal Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and Amneal. e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.
///
152
8 6. Miscellaneous
a) The State or any CA Participating Subdivision may bring a motion or action in the court where the State has filed its Consent Judgment to enforce the requirements of this CA Amneal Allocation Agreement. Before filing such a motion or action the State will meet and confer with any CA Participating Subdivision that is the subject of the anticipated motion or action, and vice versa.
b) Except as provided in the Amneal Settlement Agreement, this CA Amneal Allocation Agreement is not enforceable by any party other than the State and the CA Participating Subdivisions. It does not confer any rights or remedies upon, and shall not be enforceable by, any third party.
c) Except as provided in the CA Amneal Allocation Agreement, if any provision of this agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this agreement, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the Amneal Settlement Agreement, this agreement shall be governed by and interpreted in accordance with the laws of California. 153
The undersigned, Ontario city, CA, ACKNOWLEDGES acceptance of this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Amneal Settlement is a requirement to be an Initial Participating Subdivision in the Amneal Settlement and ACCEPTS this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Amneal Settlement.

Signature: /signer_1_som/
Name: /name_1_som/
Title: /title_1_som/
Date: /date_1_som/
154
APPENDIX 1
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Amneal Settlement, whereas the percentages shown in the Abatement Percentage column should not change. Participating Subdivisions, underlying calculations, and the calculated allocation percentages are subject to change.

Regarding the column herein entitled “Abatement Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the California Abatement Account Funds received, pursuant to Section 4.B. Regarding the column herein entitled “Plaintiff Subdivision Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the California Subdivision Funds received, pursuant to Section 4.C. Regarding the column herein entitled “Weighted Allocation Percentage,” the annotation of “100%” refers to one- hundred percent (100%) of the combined and weighted allocation of the Abatement Percentage and the Plaintiff Subdivision Percentage.
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APPENDIX 1
1of15
100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2
.4237952%
City Alameda Alameda 0.069% 0
.0570162%
City Albany Alameda 0.013% 0
.0107768%
City Berkeley Alameda 0.152% 0
.1249656%
City Dublin Alameda 0.033% 0.040% 0
.0338810%
City Emeryville Alameda 0.023% 0
.0185765%
City Fremont Alameda 0.108% 0
.0888576%
City Hayward Alameda 0.117% 0
.0966218%
City Livermore Alameda 0.054% 0
.0446740%
City Newark Alameda 0.026% 0
.0217626%
City Oakland Alameda 0.486% 0.595% 0
.5055601%
City Piedmont Alameda 0.014% 0
.0114064%
City Pleasanton Alameda 0.067% 0
.0554547%
City San Leandro Alameda 0.039% 0
.0321267%
City Union City Alameda 0.043% 0
.0352484%
County Amador County Amador 0.226% 0.277% 0
.2349885%
County Butte County Butte 1.615% 1.975% 1
.6783178%
City Chico Butte 0.216% 0.264% 0
.2246499%
City Oroville Butte 0.079% 0
.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0
.2351644%
County Colusa County Colusa 0.059% 0
.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2 .1844585%
City Antioch Contra Costa 0.037% 0
.0301879%
City Brentwood Contra Costa 0.026% 0
.0215339%
City Clayton Contra Costa 0.002% 0
.0018060%
City Concord Contra Costa 0.055% 0
.0456676%
City Danville Contra Costa 0.010% 0
.0082255%
City El Cerrito Contra Costa 0.023% 0
.0189024%
City Hercules Contra Costa 0.010% 0
.0078273%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0
.0046030%
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City Martinez Contra Costa 0.012% 0
.0098593%
City Moraga Contra Costa 0.004% 0
.0031007%
City Oakley Contra Costa 0.010% 0
.0079416%
City Orinda Contra Costa 0.005% 0
.0038157%
City Pinole Contra Costa 0.013% 0
.0110909%
City Pittsburg Contra Costa 0.053% 0
.0436369%
City Pleasant Hill Contra Costa 0.013% 0
.0106309%
City Richmond Contra Costa 0.146% 0
.1201444%
City San Pablo Contra Costa 0.018% 0
.0148843%
City San Ramon Contra Costa 0.021% 0
.0176459%
City Walnut Creek Contra Costa 0.026% 0
.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0
.1189608%
County El Dorado County El Dorado 0.768% 0.939% 0
.7980034%
City Placerville El Dorado 0.015% 0
.0127642%
City South Lake Tahoe El Dorado 0.081% 0
.0665456%
County Fresno County Fresno 1.895% 2.318% 1
.9693410%
City Clovis Fresno 0.065% 0
.0536211%
City Coalinga Fresno 0.012% 0
.0098554%
City Fresno Fresno 0.397% 0
.3270605%
City Kerman Fresno 0.005% 0
.0042534%
City Kingsburg Fresno 0.008% 0
.0066167%
City Mendota Fresno 0.002% 0
.0019387%
City Orange Cove Fresno 0.004% 0
.0035607%
City Parlier Fresno 0.008% 0
.0069755%
City Reedley Fresno 0.012% 0
.0098804%
City Sanger Fresno 0.018% 0
.0146135%
City Selma Fresno 0.015% 0
.0127537%
County Glenn County Glenn 0.107% 0.131% 0
.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1
.0703185%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0
.0447660%
City Eureka Humboldt 0.117% 0.143% 0
.1216284%
City Fortuna Humboldt 0.032% 0
.0266837%
County Imperial County Imperial 0.258% 0.315% 0
.2679006%
City Brawley Imperial 0.011% 0
.0087986%
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APPENDIX 1
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City Calexico Imperial 0.019% 0
.0152799%
City El Centro Imperial 0.158% 0
.1302522%
City Imperial Imperial 0.006% 0
.0048791%
County Inyo County Inyo 0.073% 0.089% 0
.0754413%
County Kern County K
ern 2.517% 3.079% 2
.6159145%
City Arvin Kern 0.006% 0
.0046425%
City Bakersfield Kern 0.212% 0
.1747198%
City California City Kern 0.009% 0
.0070820%
City Delano K
ern 0.030% 0
.0249316%
City McFarland Kern 0.003% 0
.0025644%
City Ridgecrest Kern 0.015% 0
.0120938%
City Shafter Kern 0.013% 0
.0103417%
City Tehachapi Kern 0.009% 0
.0073580%
City Wasco Kern 0.008% 0
.0069861%
County Kings County Kings 0.293% 0
.2413469%
City Avenal Kings 0.007% 0
.0056335%
City Corcoran Kings 0.013% 0
.0107032%
City Hanford Kings 0.027% 0
.0226038%
City Lemoore Kings 0.016% 0
.0131900%
County Lake County Lake 0.795% 0
.6545389%
City Clearlake Lake 0.041% 0.050% 0
.0426253%
City Lakeport Lake 0.021% 0.026% 0
.0222964%
County Lassen County Lassen 0.319% 0.391% 0
.3320610%
City Susanville Lassen 0.027% 0
.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 1

4.4437559%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Agoura Hills Los Angeles 0.005% 0.0040024%
City Alhambra Los Angeles 0.042% 0.0343309%
City Arcadia Los Angeles 0.033% 0.0267718%
City Artesia Los Angeles 0.001% 0.0005100%
City Azusa Los Angeles 0.026% 0.0210857%
City Baldwin Park Los Angeles 0.027% 0.0218520%
City Bell Los Angeles 0.008% 0.0068783%
City Bellflower Los Angeles 0.002% 0.0014485%
City Bell Gardens Los Angeles 0.014% 0.0114301%
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City Beverly Hills Los Angeles 0.065% 0.0534897%
City Burbank Los Angeles 0.100% 0.0823132%
City Calabasas Los Angeles 0.006% 0.0048948%
City Carson Los Angeles 0
.019% 0.0159805%
City Cerritos Los Angeles 0.005% 0.0039682%
City Claremont Los Angeles 0.010% 0.0082584%
City Commerce Los Angeles 0.000% 0.0002971%
City Compton Los Angeles 0.044% 0.0361882%
City Covina Los Angeles 0.028% 0.0229127%
City Cudahy Los Angeles 0.001% 0.0006020%
City Culver City Los Angeles 0.055% 0.0449894%
City Diamond Bar Los Angeles 0.001% 0.0006993%
City Downey Los Angeles 0.052% 0.0429994%
City Duarte Los Angeles 0.003% 0.0027261%
City El Monte Los Angeles 0.031% 0.038% 0.0318985%
City El Segundo Los Angeles 0.033% 0.0268020%
City Gardena Los Angeles 0.034% 0.0278088%
City Glendale Los Angeles 0.166% 0.1366586%
City Glendora Los Angeles 0.016% 0.0134411%
City Hawaiian Gardens Los Angeles 0.005% 0.0040549%
City Hawthorne Los Angeles 0.050% 0.0407833%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Canada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811 %
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City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City San Dimas Los Angeles 0.003% 0.0022016%
City San Fernando Los Angeles 0.013% 0.0104837%
City San Gabriel Los Angeles 0.018% 0.0147726%
City San Marino Los Angeles 0.009% 0.0073791%
City Santa Clarita Los Angeles 0.022% 0.0178167%
City Santa Fe Springs Los Angeles 0.031% 0.0257531%
City Santa Monica Los Angeles 0.158% 0.1298513%
City Sierra Madre Los Angeles 0.006% 0.0048646%
City Signal Hill Los Angeles 0.010% 0.0084884%
City South El Monte Los Angeles 0.005% 0.0039603%
City South Gate Los Angeles 0.020% 0.0166272%
City South Pasadena Los Angeles 0.012% 0.0095334%
City Temple City Los Angeles 0
.005% 0.0039498%
City Torrance Los Angeles 0.112% 0.0919820%
City Walnut Los Angeles 0.006% 0.0047305%
City West Covina Los Angeles 0.049% 0.0404521%
City West Hollywood Los Angeles 0.013% 0.0108517%
160
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City Whittier Los Angeles 0.032% 0.0260581%
County Madera County M
adera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County M
arin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County M
ariposa 0.084% 0.103% 0.0876131%
County Mendocino County M
endocino 0.439% 0.536% 0.4558394%
City Ukiah Mendocino 0.039% 0.0317153%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Merced County Merced 0.551% 0.674% 0
.5724262%
City Atwater Merced 0.024% 0
.0195846%
City Livingston Merced 0.006% 0
.0045873%
City Los Banos Merced 0.020% 0
.0165142%
City Merced Merced 0.061% 0
.0500762%
County Modoc County Modoc 0.065% 0.080% 0
.0678250%
County Mono County Mono 0.023% 0.029% 0
.0242606%
County Monterey County Monterey 0.908% 1.111% 0
.9437083%
City Greenfield Monterey 0.006% 0
.0050552%
City King City Monterey 0.005% 0
.0037355%
City Marina Monterey 0.017% 0
.0144098%
City Monterey Monterey 0.041% 0
.0336540%
City Pacific Grove Monterey 0.009% 0
.0074842%
City Salinas Monterey 0.094% 0
.0776576%
City Seaside Monterey 0.023% 0
.0191772%
City Soledad Monterey 0.007% 0
.0060870%
County Napa County Napa 0.288% 0.352% 0
.2994325%
City American Canyon Napa 0.017% 0
.0136869%
City Napa Napa 0.078% 0
.0642783%
County Nevada County Nevada 0.441% 0.539% 0
.4579827%
City Grass Valley Nevada 0.024% 0
.0197805%
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City Truckee Nevada 0.003% 0
.0023843%
County Orange County Orange 4.364% 5.339% 4
.5363576%
City Aliso Viejo Orange 0.014% 0
.0113841%
City Anaheim Orange 0.554% 0.678% 0
.5759282%
City Brea Orange 0.086% 0
.0708897%
City Buena Park Orange 0.087% 0
.0714352%
City Costa Mesa Orange 0.124% 0.152% 0
.1288366%
City Cypress Orange 0.033% 0
.0271937%
City Dana Point Orange 0.001% 0
.0005560%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Fountain Valley Orange 0.055% 0
.0455980%
City Fullerton Orange 0.137% 0.168% 0
.1425744%
City Garden Grove Orange 0.213% 0
.1752482%
City Huntington Beach Orange 0.247% 0.302% 0
.2568420%
City Irvine Orange 0.139% 0.170% 0
.1442350%
City Laguna Beach Orange 0.047% 0.058% 0
.0493043%
City Laguna Hills Orange 0.014% 0
.0115457%
City Laguna Niguel Orange 0.001% 0
.0007071%
City Laguna Woods Orange 0.001% 0
.0006546%
City La Habra Orange 0.060% 0.073% 0
.0621049%
City Lake Forest Orange 0.012% 0
.0101249%
City La Palma Orange 0.012% 0
.0095439%
City Los Alamitos Orange 0.008% 0
.0069190%
City Mission Viejo Orange 0.014% 0
.0117560%
City Newport Beach Orange 0.179% 0
.1470134%
City Orange Orange 0.150% 0
.1231320%
City Placentia Orange 0.029% 0.035% 0
.0298912%
City Rancho Santa Margarita Orange 0.001% 0
.0006296%
City San Clemente Orange 0.008% 0.010% 0
.0086083%
City San Juan Capistrano Orange 0.008% 0
.0065510%
City Santa Ana Orange 0.502% 0.614% 0
.5213866%
City Seal Beach Orange 0.020% 0
.0165891%
City Stanton Orange 0.035% 0
.0291955%
City Tustin Orange 0.073% 0
.0600341%
City Westminster Orange 0.104% 0.127% 0
.1082721%
162
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City Yorba Linda Orange 0.044% 0
.0362223%
County Placer County Placer 1.045% 1.278% 1
.0861002%
City Auburn Placer 0.017% 0
.0141114%
City Lincoln Placer 0.031% 0
.0255599%
City Rocklin Placer 0.076% 0
.0625485%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Roseville Placer 0.196% 0.1616559%
County Plumas County P
lumas 0.205% 0.251% 0.2128729%
County Riverside County R
iverside 4.534% 5.547% 4.7128296%
City Banning Riverside 0.017% 0.0143848%
City Beaumont Riverside 0.021% 0.0171135%
City Blythe Riverside 0.012% 0.0096714%
City Canyon Lake Riverside 0.000% 0.0001761%
City Cathedral City Riverside 0.067% 0.0553614%
City Coachella Riverside 0.021% 0.0173054%
City Corona Riverside 0.147% 0.1207083%
City Desert Hot Springs Riverside 0.024% 0.0200433%
City Eastvale Riverside 0.000% 0.0002747%
City Hemet Riverside 0.051% 0.0421792%
City Indio Riverside 0.056% 0.0457794%
City Jurupa Valley Riverside 0.001% 0.0008991%
City Lake Elsinore Riverside 0.021% 0.0172949%
City La Quinta Riverside 0.063% 0.0516732%
City Menifee Riverside 0.032% 0.0260909%
City Moreno Valley Riverside 0.137% 0.1130348%
City Murrieta Riverside 0.048% 0.059% 0.0497423%
City Norco Riverside 0.016% 0.0134542%
City Palm Desert Riverside 0.083% 0.0682465%
City Palm Springs Riverside 0.076% 0.0629862%
City Perris Riverside 0.009% 0.0076774%
City Rancho Mirage Riverside 0.052% 0.0431098%
City Riverside Riverside 0.268% 0.2206279%
City San Jacinto Riverside 0.010% 0.0085936%
City Temecula Riverside 0.022% 0.0180086%
City Wildomar Riverside 0.008% 0.0062500%
163
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County Sacramento County S
acramento 3.797% 4.645% 3.9465887%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Citrus Heights Sacramento 0.057% 0.0465312%
City Elk Grove Sacramento 0.130% 0.1066994%
City Folsom Sacramento 0.108% 0.0890850%
City Galt Sacramento 0.017% 0.0143704%
City Rancho Cordova Sacramento 0.008% 0.0067679%
City Sacramento Sacramento 0.721% 0.882% 0.7496530%
County San Benito County San Benito 0.106% 0.130% 0.1101417% City Hollister San Benito 0.027% 0.0225355%
County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% City Adelanto San Bernardino 0.008% 0.0066640%
City Apple Valley San Bernardino 0.025% 0.0207360%
City Barstow San Bernardino 0.015% 0.0122056%
City Chino San Bernardino 0.064% 0.0525893%
City Chino Hills San Bernardino 0.001% 0.0006388%
City Colton San Bernardino 0.031% 0.0253443%
City Fontana San Bernardino 0.112% 0.0920543%
City Grand Terrace San Bernardino 0.006% 0.0051051%
City Hesperia San Bernardino 0.035% 0.0291522%
City Highland San Bernardino 0.004% 0.0029061%
City Loma Linda San Bernardino 0.009% 0.0071188%
City Montclair San Bernardino 0.039% 0.0322108%
City Ontario San Bernardino 0.179% 0.1472934%
City Rancho Cucamonga San Bernardino 0.084% 0.0689431%
City Redlands San Bernardino 0.057% 0.0469150%
City Rialto San Bernardino 0.073% 0.0603206%
City San Bernardino San Bernardino 0.178% 0.1461880%
City Twentynine Palms San Bernardino 0.002% 0.0012605%
City Upland San Bernardino 0.052% 0.0424460%
City Victorville San Bernardino 0.033% 0.0269400%
City Yucaipa San Bernardino 0.016% 0.0128772%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
164
APPENDIX 1
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City Yucca Valley San Bernardino 0.003% 0.0021228%
County San Diego County San D
iego 5.706% 6.980% 5.9309748%
City Carlsbad San Diego 0.128% 0.1050485%
City Chula Vista San Diego 0.189% 0.231% 0.1961456%
City Coronado San Diego 0.044% 0.0359095%
City El Cajon San Diego 0.113% 0.0933582%
City Encinitas San Diego 0.061% 0.074% 0.0630289%
City Escondido San Diego 0.145% 0.1192204%
City Imperial Beach San Diego 0.014% 0.0118283%
City La Mesa San Diego 0.055% 0.068% 0.0575593%
City Lemon Grove San Diego 0.022% 0.0183911%
City National City San Diego 0.080% 0.0656808%
City Oceanside San Diego 0.213% 0.1753428%
City Poway San Diego 0.062% 0.0511040%
City San Diego San Diego 1.975% 2.416% 2.0531169%
City San Marcos San Diego 0.089% 0.0733897%
City Santee San Diego 0.033% 0.0268401%
City Solana Beach San Diego 0.017% 0.0138564%
City Vista San Diego 0.052% 0.0425144%
Consolidated San Francisco San F
rancisco 3.026% 3.702% 3.1457169%
County San Joaquin County San J
oaquin 1.680% 2.055% 1.7460399%
City Lathrop San Joaquin 0.009% 0.0075394%
City Lodi San Joaquin 0.053% 0.0439484%
City Manteca San Joaquin 0.054% 0.0443454%
City Ripon San Joaquin 0.013% 0.0104219%
City Stockton San Joaquin 0.313% 0.383% 0.3256176%
City Tracy San Joaquin 0.084% 0.0692047%
County San Luis Obispo County San Luis O
bispo 0.816% 0.999% 0.8484126%
City Arroyo Grande San Luis Obispo 0.024% 0.0199053%
City Atascadero San Luis Obispo 0.029% 0.0240680%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
165
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County San Mateo County San M
ateo 1.074% 1.313% 1.1159599%
City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa B
arbara 1.132% 1.385% 1.1768968%
City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa C
lara 2.404% 2.941% 2.4987553%
City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0
.0103338%
City Los Gatos Santa Clara 0.013% 0
.0103220%
City Milpitas Santa Clara 0.036% 0
.0298120%
City Morgan Hill Santa Clara 0.015% 0
.0124619%
City Mountain View Santa Clara 0.041% 0
.0334608%
City Palo Alto Santa Clara 0.039% 0
.0323080%
City San Jose Santa Clara 0.294% 0.360% 0
.3054960%
City Santa Clara Santa Clara 0.067% 0
.0549723%
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APPENDIX 1
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City Saratoga Santa Clara 0.004% 0
.0034161%
City Sunnyvale Santa Clara 0.053% 0
.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0
.8135396%
City Capitola Santa Cruz 0.020% 0
.0168191%
City Santa Cruz Santa Cruz 0.143% 0
.1180348%
City Scotts Valley Santa Cruz 0.015% 0
.0126525%
City Watsonville Santa Cruz 0.063% 0
.0520136%
County Shasta County Shasta 1.095% 1.339% 1
.1380191%
City Anderson Shasta 0.024% 0
.0198896%
City Redding Shasta 0.284% 0
.2334841%
City Shasta Lake Shasta 0.004% 0
.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0
.2373393%
County Solano County Solano 0.760% 0
.6260795%
City Benicia Solano 0.031% 0
.0253903%
City Dixon Solano 0.016% 0
.0130849%
City Fairfield Solano 0.109% 0
.0897317%
City Suisun City Solano 0.021% 0
.0176183%
City Vacaville Solano 0.119% 0
.0976497%
City Vallejo Solano 0.167% 0
.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1
.2661290%
City Healdsburg Sonoma 0.032% 0
.0266929%
City Petaluma Sonoma 0.081% 0
.0667507%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County S
tanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
167
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County Sutter County S
utter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County T
ehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County T
rinity 0.082% 0.101% 0.0855476%
County Tulare County T
ulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County T
uolumne 0.486% 0.594% 0.5047621%
County Ventura County V
entura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City O
xnard Ventura 0.156% 0.190% 0
.1617338%
City Port Hueneme Ventura 0.021% 0
.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0
.0702181%
City Santa Paula Ventura 0.014% 0
.0119072%
City Simi Valley Ventura 0.065% 0
.0533043%
City Thousand Oaks Ventura 0.022% 0
.0179902%
County Yolo County Yolo 0.357% 0.437% 0
.3713319%
City Davis Yolo 0.055% 0
.0451747%
City West Sacramento Yolo 0.066% 0
.0544321%
City Woodland Yolo 0.058% 0
.0477904%
County Yuba County Yuba 0.214% 0.262% 0
.2225679%
City Marysville Y
uba 0.014% 0
.0112079%
168
APPENDIX 2

Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Amneal Settlement Agreement and CA Amneal Allocation Agreement, as well as any other limitations imposed by law, use funds that it receives from the Amneal Settlement CA Subdivision Fund to pay a contingent fee to [COUNSEL]. Any such payment from [SUBDIVISION] to [COUNSEL] from [SUBDIVISION’S] CA Subdivision Fund allocation will not exceed [PERCENTAGE NOT TO EXCEED ONE-THIRD OR 5% OUT OF THE 15%] out of the [SUBDIVISION’S] 15% CA Subdivision Fund allocation; provided further that such payments, together with any contingency-fees that [COUNSEL] may receive from the Attorney Fee Fund, will not
exceed a total contingency fee of [PERCENTAGE NOT TO EXCEED 15%] of the total gross recovery of [SUBDIVISION] from the Amneal Settlement Agreement. [COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Amneal Settlement Agreement before seeking or accepting payment under this backstop agreement. [COUNSEL] further certify that they are not seeking and will not accept payment under this backstop agreement of any litigation fees or costs that have been reimbursed through prior settlements or judgments.

The Attorney General is executing this agreement solely because the definition of “State Back- Stop Agreement” in Exhibit R of the Amneal Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
1 169
1 Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – Apotex Settlement

1. Introduction
Pursuant to the Apotex Settlement Agreement, dated as of April 4, 2025, and any revision thereto (the “Apotex Settlement Agreement”), including Section VI and Exhibit O, the State of California proposes this agreement (the “CA Apotex Allocation Agreement”) to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections V and VI of the Apotex Settlement Agreement. For the avoidance of doubt, this agreement does not apply to payments made pursuant to Section X of the Apotex Settlement Agreement.

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

2. Definitions
a) CA Participating Subdivision means a Participating Subdivision that is also (a) a Plaintiff Subdivision and/or (b) a Primary Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts) and/or Exhibit I to the Apotex Settlement Agreement. b) CA Litigating Special District means a Litigating Special District located in California.
c) Plaintiff Subdivision means a Subdivision located in California, other than a CA Litigating Special District, that filed a lawsuit, on behalf of the Subdivision and/or through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. d) Opioid Defendant means any defendant including but not limited to Alvogen, Inc.

Amneal Pharmaceuticals
LLC; Apotex Corp., Hikma Pharmaceuticals USA Inc. f/k/a West-Ward Pharmaceuticals Corp.; Indivior Inc.; Viatris Inc. (“Mylan”); Sun Pharmaceutical Industries, Inc.; Zydus Pharmaceuticals (USA) Inc.; Kroger Co., Teva Pharmaceutical Industries Ltd., Allergan Finance, LLC, Allergan Limited, CVS Health Corporation, CVS Pharmacy, Inc., Walgreen Co., Walmart Inc., Johnson & Johnson, Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health, Inc., Cencora, Inc. f/k/a AmerisourceBergen Corporation, McKesson Corporation, Dr.

Richard S. Sackler, Beverly Sackler, Jonathan Sackler, David Sackler, Marianna Sackler, Theresa Sackler, Ilene Sackler Lefcourt, Dr. Kathe Sackler, and Mortimer D.A. Sackler) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020. 170
2 3. General Terms
This agreement is subject to the requirements of the Apotex Settlement Agreement, as well as applicable law, and the Apotex Settlement Agreement governs over any inconsistent provision of this CA Apotex Allocation Agreement. Terms used in this CA Apotex Allocation Agreement have the same meaning as in the Apotex Settlement Agreement unless otherwise defined herein.

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

This Agreement does not apply to funds received by California1 pursuant to Section X of the Apotex Settlement Agreement, including payments for Private Attorney Fees and the Additional Remediation Amount.

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

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

B. CA Abatement Accounts Fund
i. Allocation of CA Abatement Accounts Funds
a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as adjusted to reflect only those cities and counties that are eligible, based on population or litigation status, to become a CA Participating Subdivision. The percentage from the CA 1 For purposes of clarity, use of the term “California” refers to the geographic territory of California and the state and its local governments therein. The term “State” or “State of California” refers to the State of California as a governmental unit. 171
3 Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in Appendix 1 in the column entitled abatement percentage (the “Local Allocation”). For the avoidance of doubt, CA Litigating Special Districts and California towns, cities, and counties with a population less than 10,000 are not eligible to receive an allocation of CA Abatement Accounts Funds.
b) A CA Participating Subdivision that is a county, or a city and county, will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision, and will receive payments as provided in the Apotex Settlement Agreement. c) A CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Allocation share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as the county is a CA Participating Subdivision; provided, however, that if a city currently receives direct payment of its share of funds in the National Opioids Settlement with Distributors Cencora, Inc. (f/k/a AmerisourceBergenCorporation), Cardinal Health, Inc., and McKesson Corporation (the “Distributors Settlement”), that city’s Local Allocation amount will be paid directly to the city. If a city later changes or has already changed its distribution election in the Distributors Settlement, that change in election will apply here, provided that the change in election is received by the settlement administrator at least 60 days prior to a Payment Date. A Local Allocation share allocated to a city but paid to a county is not required to be spent exclusively for abatement activities in that city, but will become part of the county’s share of the CA Abatement Accounts Funds, which will be used in accordance with Section 4.B.ii (Use of CA Abatement Accounts Funds) and reported on in accordance with Section 4.B.iii (CA Abatement Accounts Fund Oversight). d) A city within a county that is a CA Participating Subdivision may opt in or out of direct payment at any time, and it may also elect direct payment of only a portion of its share, with the remainder going to the county, by providing notice to the Settlement Fund Administrator at least 60 days prior to a Payment Date. For purposes of this CA Apotex Allocation Agreement, the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions.
e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in
accordance with the Apotex Settlement Agreement and
this CA Apotex Allocation Agreement shall be transferred to the State; provided however, that CA Participating Subdivisions have seven years to expend or encumber CA Abatement Accounts Funds designated to support capital outlay projects before they must be transferred to the State.
172
4 ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E to the Apotex Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA Participating Subdivision from the Abatement Accounts Fund in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction;
(5) interventions to prevent drug addiction in vulnerable youth, including but not limited to, youth in foster care, juvenile justice-impacted youth, youth experiencing adversities related to socioeconomic status, and unhoused youth; and/or (6) the purchase of naloxone for distribution and efforts to expand access to naloxone for opioid overdose reversals.
c) The California Department of Health Care Services (“DHCS”) may add to this list (but not delete from it) by designating additional High Impact Abatement Activities. DHCS will make reasonable efforts to consult with stakeholders, including the CA Participating Subdivisions, before adding additional High Impact Abatement Activities to this list. d) For the avoidance of doubt, and subject to the requirements of the Apotex Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures, or otherwise work in collaboration with, federal, state, local, tribal or private sector entities in
pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund. Further, provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Apotex Settlement Agreement and this CA Apotex Allocation Agreement, a county and any cities or towns within the county may agree to reallocate their respective shares of the CA Abatement Accounts Funds among themselves, provided that any direct distribution may only be to a CA Participating 173
5 Subdivision and any CA Participating Subdivision must agree to their share being reallocated.
iii. CA Abatement Accounts Fund Oversight
a) Pursuant to Section 5 below, CA Participating Subdivisions receiving settlement funds must prepare and file reports annually regarding the use of those funds. DHCS may regularly review the reports prepared by CA Participating Subdivisions about the use of CA Abatement Accounts Funds for compliance with the Apotex Settlement Agreement and this CA Apotex Allocation Agreement.
b) If DHCS determines that a CA Participating Subdivision’s use of CA Abatement Accounts Funds is inconsistent with the Apotex Settlement Agreement or this CA Apotex Allocation Agreement, whether through review of reports or information from any other sources, DHCS shall send a request to meet and confer with the CA Participating Subdivision. The parties shall meet and confer in an effort to resolve the concern. c) If the parties are unable to reach a resolution, DHCS may conduct an audit of the Subdivision’s use of the CA Abatement Accounts Funds within one year of the request to meet and confer, unless the parties mutually agree in writing to extend the meet and confer time frame.
d) If the concern still cannot be resolved, the State may bring a motion or action in the court where the State has filed its Consent Judgment to resolve the concern or otherwise enforce the requirements of the Apotex Settlement Agreement or this CA Apotex Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds, more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement.
e) Notwithstanding the foregoing, this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities, or to pursue administrative, civil, or criminal enforcement actions.

C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Apotex Settlement Agreement and this CA Apotex Allocation Agreement, to fund future Opioid Remediation and reimburse past opioid- related expenses, which may include fees and expenses related to litigation. 174
6 However, in no event shall more than one third (5% out of the 15%) of CA Subdivision Funds be used for litigation-related fees and expenses.

A Plaintiff Subdivision may separately agree to use up to one-third (5% out of the 15%) of its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(X), of the Apotex Settlement Agreement and the MDL Fees Order, provided that: (1) such payments, together with any payments to contingency-fee counsel from the Private Attorneys Fee amount related to such Plaintiff Subdivision, do not exceed 15% of a Plaintiff Subdivision’s total gross recovery under this Apotex Settlement Agreement; and (2) the Plaintiff Subdivision certifies that any payments made under a State Back-Stop agreement will be made in accordance with the 95% Opioid Abatement use requirements under Section VI.B.1 of the Apotex Settlement Agreement. Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Apotex Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

To effectuate a State Back-Stop Agreement pursuant to this section, an agreement in the form of Appendix 2 may be entered into by a Plaintiff Subdivision, private counsel, and the California Office of the Attorney General. The California Office of the Attorney General shall, upon the request of a Plaintiff Subdivision, execute any agreement executed by a Plaintiff Subdivision and
its private counsel if it is in the form of Appendix 2. The California Office of the Attorney General will also consider requests from Plaintiff Subdivisions to execute and enter into agreements presented in other forms.

For the avoidance of doubt, this agreement does not require a Plaintiff Subdivision to request or enter into a State Back-Stop Agreement, and no State Back-Stop Agreement shall impose any duty or obligation on the State of California or any of its agencies or officers, including without limitation the Attorney General.
///
175
7 5. State and Subdivision Reporting
a) DHCS will prepare an annual written report regarding the State’s use of funds from the settlement until those funds are fully expended and for one year thereafter. These reports will be made publicly available on the DHCS web site.
b) Each CA Participating Subdivision that receives payments of funds from the settlement will prepare written reports at least annually regarding the use of those funds, until those funds are fully expended and for one year thereafter. These reports will also include a certification that all funds that the CA Participating Subdivision has received through the settlement have been used in compliance with the Apotex Settlement Agreement and this CA Apotex Allocation Agreement. The report will be in a form reasonably determined by DHCS. Prior to specifying the form of the report DHCS will confer with representatives of the Plaintiff Subdivisions.
c) The State and all CA Participating Subdivisions receiving CA Abatement Accounts Funds will track all deposits and expenditures. Each such subdivision is responsible solely for the CA Abatement Accounts Funds it receives. A county is not responsible for oversight, reporting, or monitoring of CA Abatement Accounts Funds received by a city within that county that receives direct payment. Unless otherwise exempt, Subdivisions’ expenditures and uses of CA Abatement Accounts Funds and other Settlement Funds will be subject to the normal budgetary and expenditure process of the Subdivision. d) Each Plaintiff Subdivision receiving CA Subdivision Funds will track all deposits and expenditures, as required by the Apotex Settlement Agreement and this CA Apotex Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from the CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report, the amount and how such funds were used, including if
used to pay attorneys’ fees, investigation costs, or litigation costs. Pursuant to Section VI(B)(2) of the Apotex Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and Apotex. e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.

6. Miscellaneous
a) The State or any CA Participating Subdivision may bring a motion or action in the court where the State has filed its Consent Judgment to enforce the requirements of this CA Apotex Allocation Agreement. Before filing such a motion or action the State will meet and confer with any CA Participating Subdivision that is the subject of the anticipated motion or action, and vice versa.
b) Except as provided in the Apotex Settlement Agreement, this CA Apotex Allocation Agreement is not enforceable by any party other than the State and the CA Participating 176
8 Subdivisions. It does not confer any rights or remedies upon, and shall not be enforceable by, any third party.
c) Except as provided in the CA Apotex Allocation Agreement, if any provision of this agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this agreement, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the Apotex Settlement Agreement, this agreement shall be governed by and interpreted in accordance with the laws of California. 177
9 The undersigned, Ontario city, CA, ACKNOWLEDGES acceptance of this Proposed California State- Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Apotex Settlement is a requirement to be an Initial Participating Subdivision in the Apotex Settlement and ACCEPTS this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Apotex Settlement.

Signature: /signer_1_som/
Name: /name_1_som/
Title: /title_1_som/
Date: /date_1_som/
178
APPENDIX 1
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Apotex Settlement, whereas the percentages shown in the Abatement Percentage column should not change. Participating Subdivisions, underlying calculations, and the calculated allocation percentages are subject to change.

Regarding the column herein entitled “Abatement Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the California Abatement Account Funds received, pursuant to Section 4.B. Regarding the column herein entitled “Plaintiff Subdivision Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the California Subdivision Funds received, pursuant to Section 4.C. Regarding the column herein entitled “Weighted Allocation Percentage,” the annotation of “100%” refers to one- hundred percent (100%) of the combined and weighted allocation of the Abatement Percentage and the Plaintiff Subdivision Percentage.
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1of15
100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2
.4237952%
City Alameda Alameda 0.069% 0
.0570162%
City Albany Alameda 0.013% 0
.0107768%
City Berkeley Alameda 0.152% 0
.1249656%
City Dublin Alameda 0.033% 0.040% 0
.0338810%
City Emeryville Alameda 0.023% 0
.0185765%
City Fremont Alameda 0.108% 0
.0888576%
City Hayward Alameda 0.117% 0
.0966218%
City Livermore Alameda 0.054% 0
.0446740%
City Newark Alameda 0.026% 0
.0217626%
City Oakland Alameda 0.486% 0.595% 0
.5055601%
City Piedmont Alameda 0.014% 0
.0114064%
City Pleasanton Alameda 0.067% 0
.0554547%
City San Leandro Alameda 0.039% 0
.0321267%
City Union City Alameda 0.043% 0
.0352484%
County Amador County Amador 0.226% 0.277% 0
.2349885%
County Butte County Butte 1.615% 1.975% 1
.6783178%
City Chico Butte 0.216% 0.264% 0
.2246499%
City Oroville Butte 0.079% 0
.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0
.2351644%
County Colusa County Colusa 0.059% 0
.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2 .1844585%
City Antioch Contra Costa 0.037% 0
.0301879%
City Brentwood Contra Costa 0.026% 0
.0215339%
City Clayton Contra Costa 0.002% 0
.0018060%
City Concord Contra Costa 0.055% 0
.0456676%
City Danville Contra Costa 0.010% 0
.0082255%
City El Cerrito Contra Costa 0.023% 0
.0189024%
City Hercules Contra Costa 0.010% 0
.0078273%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0
.0046030%
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City Martinez Contra Costa 0.012% 0
.0098593%
City Moraga Contra Costa 0.004% 0
.0031007%
City Oakley Contra Costa 0.010% 0
.0079416%
City Orinda Contra Costa 0.005% 0
.0038157%
City Pinole Contra Costa 0.013% 0
.0110909%
City Pittsburg Contra Costa 0.053% 0
.0436369%
City Pleasant Hill Contra Costa 0.013% 0
.0106309%
City Richmond Contra Costa 0.146% 0
.1201444%
City San Pablo Contra Costa 0.018% 0
.0148843%
City San Ramon Contra Costa 0.021% 0
.0176459%
City Walnut Creek Contra Costa 0.026% 0
.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0
.1189608%
County El Dorado County El Dorado 0.768% 0.939% 0
.7980034%
City Placerville El Dorado 0.015% 0
.0127642%
City South Lake Tahoe El Dorado 0.081% 0
.0665456%
County Fresno County Fresno 1.895% 2.318% 1
.9693410%
City Clovis Fresno 0.065% 0
.0536211%
City Coalinga Fresno 0.012% 0
.0098554%
City Fresno Fresno 0.397% 0
.3270605%
City Kerman Fresno 0.005% 0
.0042534%
City Kingsburg Fresno 0.008% 0
.0066167%
City Mendota Fresno 0.002% 0
.0019387%
City Orange Cove Fresno 0.004% 0
.0035607%
City Parlier Fresno 0.008% 0
.0069755%
City Reedley Fresno 0.012% 0
.0098804%
City Sanger Fresno 0.018% 0
.0146135%
City Selma Fresno 0.015% 0
.0127537%
County Glenn County Glenn 0.107% 0.131% 0
.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1
.0703185%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0
.0447660%
City Eureka Humboldt 0.117% 0.143% 0
.1216284%
City Fortuna Humboldt 0.032% 0
.0266837%
County Imperial County Imperial 0.258% 0.315% 0
.2679006%
City Brawley Imperial 0.011% 0
.0087986%
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City Calexico Imperial 0.019% 0
.0152799%
City El Centro Imperial 0.158% 0
.1302522%
City Imperial Imperial 0.006% 0
.0048791%
County Inyo County Inyo 0.073% 0.089% 0
.0754413%
County Kern County K
ern 2.517% 3.079% 2
.6159145%
City Arvin Kern 0.006% 0
.0046425%
City Bakersfield Kern 0.212% 0
.1747198%
City California City Kern 0.009% 0
.0070820%
City Delano K
ern 0.030% 0
.0249316%
City McFarland Kern 0.003% 0
.0025644%
City Ridgecrest Kern 0.015% 0
.0120938%
City Shafter Kern 0.013% 0
.0103417%
City Tehachapi Kern 0.009% 0
.0073580%
City Wasco Kern 0.008% 0
.0069861%
County Kings County Kings 0.293% 0
.2413469%
City Avenal Kings 0.007% 0
.0056335%
City Corcoran Kings 0.013% 0
.0107032%
City Hanford Kings 0.027% 0
.0226038%
City Lemoore Kings 0.016% 0
.0131900%
County Lake County Lake 0.795% 0
.6545389%
City Clearlake Lake 0.041% 0.050% 0
.0426253%
City Lakeport Lake 0.021% 0.026% 0
.0222964%
County Lassen County Lassen 0.319% 0.391% 0
.3320610%
City Susanville Lassen 0.027% 0
.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 1

4.4437559%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Agoura Hills Los Angeles 0.005% 0.0040024%
City Alhambra Los Angeles 0.042% 0.0343309%
City Arcadia Los Angeles 0.033% 0.0267718%
City Artesia Los Angeles 0.001% 0.0005100%
City Azusa Los Angeles 0.026% 0.0210857%
City Baldwin Park Los Angeles 0.027% 0.0218520%
City Bell Los Angeles 0.008% 0.0068783%
City Bellflower Los Angeles 0.002% 0.0014485%
City Bell Gardens Los Angeles 0.014% 0.0114301%
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City Beverly Hills Los Angeles 0.065% 0.0534897%
City Burbank Los Angeles 0.100% 0.0823132%
City Calabasas Los Angeles 0.006% 0.0048948%
City Carson Los Angeles 0
.019% 0.0159805%
City Cerritos Los Angeles 0.005% 0.0039682%
City Claremont Los Angeles 0.010% 0.0082584%
City Commerce Los Angeles 0.000% 0.0002971%
City Compton Los Angeles 0.044% 0.0361882%
City Covina Los Angeles 0.028% 0.0229127%
City Cudahy Los Angeles 0.001% 0.0006020%
City Culver City Los Angeles 0.055% 0.0449894%
City Diamond Bar Los Angeles 0.001% 0.0006993%
City Downey Los Angeles 0.052% 0.0429994%
City Duarte Los Angeles 0.003% 0.0027261%
City El Monte Los Angeles 0.031% 0.038% 0.0318985%
City El Segundo Los Angeles 0.033% 0.0268020%
City Gardena Los Angeles 0.034% 0.0278088%
City Glendale Los Angeles 0.166% 0.1366586%
City Glendora Los Angeles 0.016% 0.0134411%
City Hawaiian Gardens Los Angeles 0.005% 0.0040549%
City Hawthorne Los Angeles 0.050% 0.0407833%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Canada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811 %
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City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City San Dimas Los Angeles 0.003% 0.0022016%
City San Fernando Los Angeles 0.013% 0.0104837%
City San Gabriel Los Angeles 0.018% 0.0147726%
City San Marino Los Angeles 0.009% 0.0073791%
City Santa Clarita Los Angeles 0.022% 0.0178167%
City Santa Fe Springs Los Angeles 0.031% 0.0257531%
City Santa Monica Los Angeles 0.158% 0.1298513%
City Sierra Madre Los Angeles 0.006% 0.0048646%
City Signal Hill Los Angeles 0.010% 0.0084884%
City South El Monte Los Angeles 0.005% 0.0039603%
City South Gate Los Angeles 0.020% 0.0166272%
City South Pasadena Los Angeles 0.012% 0.0095334%
City Temple City Los Angeles 0
.005% 0.0039498%
City Torrance Los Angeles 0.112% 0.0919820%
City Walnut Los Angeles 0.006% 0.0047305%
City West Covina Los Angeles 0.049% 0.0404521%
City West Hollywood Los Angeles 0.013% 0.0108517%
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City Whittier Los Angeles 0.032% 0.0260581%
County Madera County M
adera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County M
arin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County M
ariposa 0.084% 0.103% 0.0876131%
County Mendocino County M
endocino 0.439% 0.536% 0.4558394%
City Ukiah Mendocino 0.039% 0.0317153%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Merced County Merced 0.551% 0.674% 0
.5724262%
City Atwater Merced 0.024% 0
.0195846%
City Livingston Merced 0.006% 0
.0045873%
City Los Banos Merced 0.020% 0
.0165142%
City Merced Merced 0.061% 0
.0500762%
County Modoc County Modoc 0.065% 0.080% 0
.0678250%
County Mono County Mono 0.023% 0.029% 0
.0242606%
County Monterey County Monterey 0.908% 1.111% 0
.9437083%
City Greenfield Monterey 0.006% 0
.0050552%
City King City Monterey 0.005% 0
.0037355%
City Marina Monterey 0.017% 0
.0144098%
City Monterey Monterey 0.041% 0
.0336540%
City Pacific Grove Monterey 0.009% 0
.0074842%
City Salinas Monterey 0.094% 0
.0776576%
City Seaside Monterey 0.023% 0
.0191772%
City Soledad Monterey 0.007% 0
.0060870%
County Napa County Napa 0.288% 0.352% 0
.2994325%
City American Canyon Napa 0.017% 0
.0136869%
City Napa Napa 0.078% 0
.0642783%
County Nevada County Nevada 0.441% 0.539% 0
.4579827%
City Grass Valley Nevada 0.024% 0
.0197805%
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City Truckee Nevada 0.003% 0
.0023843%
County Orange County Orange 4.364% 5.339% 4
.5363576%
City Aliso Viejo Orange 0.014% 0
.0113841%
City Anaheim Orange 0.554% 0.678% 0
.5759282%
City Brea Orange 0.086% 0
.0708897%
City Buena Park Orange 0.087% 0
.0714352%
City Costa Mesa Orange 0.124% 0.152% 0
.1288366%
City Cypress Orange 0.033% 0
.0271937%
City Dana Point Orange 0.001% 0
.0005560%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Fountain Valley Orange 0.055% 0
.0455980%
City Fullerton Orange 0.137% 0.168% 0
.1425744%
City Garden Grove Orange 0.213% 0
.1752482%
City Huntington Beach Orange 0.247% 0.302% 0
.2568420%
City Irvine Orange 0.139% 0.170% 0
.1442350%
City Laguna Beach Orange 0.047% 0.058% 0
.0493043%
City Laguna Hills Orange 0.014% 0
.0115457%
City Laguna Niguel Orange 0.001% 0
.0007071%
City Laguna Woods Orange 0.001% 0
.0006546%
City La Habra Orange 0.060% 0.073% 0
.0621049%
City Lake Forest Orange 0.012% 0
.0101249%
City La Palma Orange 0.012% 0
.0095439%
City Los Alamitos Orange 0.008% 0
.0069190%
City Mission Viejo Orange 0.014% 0
.0117560%
City Newport Beach Orange 0.179% 0
.1470134%
City Orange Orange 0.150% 0
.1231320%
City Placentia Orange 0.029% 0.035% 0
.0298912%
City Rancho Santa Margarita Orange 0.001% 0
.0006296%
City San Clemente Orange 0.008% 0.010% 0
.0086083%
City San Juan Capistrano Orange 0.008% 0
.0065510%
City Santa Ana Orange 0.502% 0.614% 0
.5213866%
City Seal Beach Orange 0.020% 0
.0165891%
City Stanton Orange 0.035% 0
.0291955%
City Tustin Orange 0.073% 0
.0600341%
City Westminster Orange 0.104% 0.127% 0
.1082721%
186
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City Yorba Linda Orange 0.044% 0
.0362223%
County Placer County Placer 1.045% 1.278% 1
.0861002%
City Auburn Placer 0.017% 0
.0141114%
City Lincoln Placer 0.031% 0
.0255599%
City Rocklin Placer 0.076% 0
.0625485%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Roseville Placer 0.196% 0.1616559%
County Plumas County P
lumas 0.205% 0.251% 0.2128729%
County Riverside County R
iverside 4.534% 5.547% 4.7128296%
City Banning Riverside 0.017% 0.0143848%
City Beaumont Riverside 0.021% 0.0171135%
City Blythe Riverside 0.012% 0.0096714%
City Canyon Lake Riverside 0.000% 0.0001761%
City Cathedral City Riverside 0.067% 0.0553614%
City Coachella Riverside 0.021% 0.0173054%
City Corona Riverside 0.147% 0.1207083%
City Desert Hot Springs Riverside 0.024% 0.0200433%
City Eastvale Riverside 0.000% 0.0002747%
City Hemet Riverside 0.051% 0.0421792%
City Indio Riverside 0.056% 0.0457794%
City Jurupa Valley Riverside 0.001% 0.0008991%
City Lake Elsinore Riverside 0.021% 0.0172949%
City La Quinta Riverside 0.063% 0.0516732%
City Menifee Riverside 0.032% 0.0260909%
City Moreno Valley Riverside 0.137% 0.1130348%
City Murrieta Riverside 0.048% 0.059% 0.0497423%
City Norco Riverside 0.016% 0.0134542%
City Palm Desert Riverside 0.083% 0.0682465%
City Palm Springs Riverside 0.076% 0.0629862%
City Perris Riverside 0.009% 0.0076774%
City Rancho Mirage Riverside 0.052% 0.0431098%
City Riverside Riverside 0.268% 0.2206279%
City San Jacinto Riverside 0.010% 0.0085936%
City Temecula Riverside 0.022% 0.0180086%
City Wildomar Riverside 0.008% 0.0062500%
187
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County Sacramento County S
acramento 3.797% 4.645% 3.9465887%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Citrus Heights Sacramento 0.057% 0.0465312%
City Elk Grove Sacramento 0.130% 0.1066994%
City Folsom Sacramento 0.108% 0.0890850%
City Galt Sacramento 0.017% 0.0143704%
City Rancho Cordova Sacramento 0.008% 0.0067679%
City Sacramento Sacramento 0.721% 0.882% 0.7496530%
County San Benito County San Benito 0.106% 0.130% 0.1101417% City Hollister San Benito 0.027% 0.0225355%
County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% City Adelanto San Bernardino 0.008% 0.0066640%
City Apple Valley San Bernardino 0.025% 0.0207360%
City Barstow San Bernardino 0.015% 0.0122056%
City Chino San Bernardino 0.064% 0.0525893%
City Chino Hills San Bernardino 0.001% 0.0006388%
City Colton San Bernardino 0.031% 0.0253443%
City Fontana San Bernardino 0.112% 0.0920543%
City Grand Terrace San Bernardino 0.006% 0.0051051%
City Hesperia San Bernardino 0.035% 0.0291522%
City Highland San Bernardino 0.004% 0.0029061%
City Loma Linda San Bernardino 0.009% 0.0071188%
City Montclair San Bernardino 0.039% 0.0322108%
City Ontario San Bernardino 0.179% 0.1472934%
City Rancho Cucamonga San Bernardino 0.084% 0.0689431%
City Redlands San Bernardino 0.057% 0.0469150%
City Rialto San Bernardino 0.073% 0.0603206%
City San Bernardino San Bernardino 0.178% 0.1461880%
City Twentynine Palms San Bernardino 0.002% 0.0012605%
City Upland San Bernardino 0.052% 0.0424460%
City Victorville San Bernardino 0.033% 0.0269400%
City Yucaipa San Bernardino 0.016% 0.0128772%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
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City Yucca Valley San Bernardino 0.003% 0.0021228%
County San Diego County San D
iego 5.706% 6.980% 5.9309748%
City Carlsbad San Diego 0.128% 0.1050485%
City Chula Vista San Diego 0.189% 0.231% 0.1961456%
City Coronado San Diego 0.044% 0.0359095%
City El Cajon San Diego 0.113% 0.0933582%
City Encinitas San Diego 0.061% 0.074% 0.0630289%
City Escondido San Diego 0.145% 0.1192204%
City Imperial Beach San Diego 0.014% 0.0118283%
City La Mesa San Diego 0.055% 0.068% 0.0575593%
City Lemon Grove San Diego 0.022% 0.0183911%
City National City San Diego 0.080% 0.0656808%
City Oceanside San Diego 0.213% 0.1753428%
City Poway San Diego 0.062% 0.0511040%
City San Diego San Diego 1.975% 2.416% 2.0531169%
City San Marcos San Diego 0.089% 0.0733897%
City Santee San Diego 0.033% 0.0268401%
City Solana Beach San Diego 0.017% 0.0138564%
City Vista San Diego 0.052% 0.0425144%
Consolidated San Francisco San F
rancisco 3.026% 3.702% 3.1457169%
County San Joaquin County San J
oaquin 1.680% 2.055% 1.7460399%
City Lathrop San Joaquin 0.009% 0.0075394%
City Lodi San Joaquin 0.053% 0.0439484%
City Manteca San Joaquin 0.054% 0.0443454%
City Ripon San Joaquin 0.013% 0.0104219%
City Stockton San Joaquin 0.313% 0.383% 0.3256176%
City Tracy San Joaquin 0.084% 0.0692047%
County San Luis Obispo County San Luis O
bispo 0.816% 0.999% 0.8484126%
City Arroyo Grande San Luis Obispo 0.024% 0.0199053%
City Atascadero San Luis Obispo 0.029% 0.0240680%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
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County San Mateo County San M
ateo 1.074% 1.313% 1.1159599%
City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa B
arbara 1.132% 1.385% 1.1768968%
City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa C
lara 2.404% 2.941% 2.4987553%
City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0
.0103338%
City Los Gatos Santa Clara 0.013% 0
.0103220%
City Milpitas Santa Clara 0.036% 0
.0298120%
City Morgan Hill Santa Clara 0.015% 0
.0124619%
City Mountain View Santa Clara 0.041% 0
.0334608%
City Palo Alto Santa Clara 0.039% 0
.0323080%
City San Jose Santa Clara 0.294% 0.360% 0
.3054960%
City Santa Clara Santa Clara 0.067% 0
.0549723%
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City Saratoga Santa Clara 0.004% 0
.0034161%
City Sunnyvale Santa Clara 0.053% 0
.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0
.8135396%
City Capitola Santa Cruz 0.020% 0
.0168191%
City Santa Cruz Santa Cruz 0.143% 0
.1180348%
City Scotts Valley Santa Cruz 0.015% 0
.0126525%
City Watsonville Santa Cruz 0.063% 0
.0520136%
County Shasta County Shasta 1.095% 1.339% 1
.1380191%
City Anderson Shasta 0.024% 0
.0198896%
City Redding Shasta 0.284% 0
.2334841%
City Shasta Lake Shasta 0.004% 0
.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0
.2373393%
County Solano County Solano 0.760% 0
.6260795%
City Benicia Solano 0.031% 0
.0253903%
City Dixon Solano 0.016% 0
.0130849%
City Fairfield Solano 0.109% 0
.0897317%
City Suisun City Solano 0.021% 0
.0176183%
City Vacaville Solano 0.119% 0
.0976497%
City Vallejo Solano 0.167% 0
.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1
.2661290%
City Healdsburg Sonoma 0.032% 0
.0266929%
City Petaluma Sonoma 0.081% 0
.0667507%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County S
tanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
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County Sutter County S
utter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County T
ehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County T
rinity 0.082% 0.101% 0.0855476%
County Tulare County T
ulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County T
uolumne 0.486% 0.594% 0.5047621%
County Ventura County V
entura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City O
xnard Ventura 0.156% 0.190% 0
.1617338%
City Port Hueneme Ventura 0.021% 0
.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0
.0702181%
City Santa Paula Ventura 0.014% 0
.0119072%
City Simi Valley Ventura 0.065% 0
.0533043%
City Thousand Oaks Ventura 0.022% 0
.0179902%
County Yolo County Yolo 0.357% 0.437% 0
.3713319%
City Davis Yolo 0.055% 0
.0451747%
City West Sacramento Yolo 0.066% 0
.0544321%
City Woodland Yolo 0.058% 0
.0477904%
County Yuba County Yuba 0.214% 0.262% 0
.2225679%
City Marysville Y
uba 0.014% 0
.0112079%
192
APPENDIX 2

Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Apotex Settlement Agreement and CA Apotex Allocation Agreement, as well as any other limitations imposed by law, use funds that it receives from the Apotex Settlement CA Subdivision Fund to pay a contingent fee to [COUNSEL]. Any such payment from [SUBDIVISION] to [COUNSEL] from [SUBDIVISION’S] CA Subdivision Fund allocation will not exceed [PERCENTAGE NOT TO EXCEED ONE-THIRD OR 5% OUT OF THE 15%] out of the [SUBDIVISION’S] 15% CA Subdivision Fund allocation; provided further that such payments, together with any contingency-fees that [COUNSEL] may receive from the Attorney
Fee Fund will not exceed a total contingency fee of [PERCENTAGE NOT TO EXCEED 15%] of the total gross recovery of [SUBDIVISION] from the Apotex Settlement Agreement. [COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Apotex Settlement Agreement before seeking or accepting payment under this backstop agreement. [COUNSEL] further certify that they are not seeking and will not accept payment under this backstop agreement of any litigation fees or costs that have been reimbursed through prior settlements or judgments.

The Attorney General is executing this agreement solely because the definition of “State Back- Stop Agreement” in Exhibit R of the Apotex Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
1 193
1 Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – Hikma Settlement

1. Introduction
Pursuant to the Hikma Settlement Agreement, dated as of April 4, 2025, and any revision thereto (the “Hikma Settlement Agreement”), including Section VI and Exhibit O, the State of California proposes this agreement (the “CA Hikma Allocation Agreement”) to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections V and VI of the Hikma Settlement Agreement. For the avoidance of doubt, this agreement does not apply to payments made pursuant to Sections X or XV of the Hikma Settlement Agreement.

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

2. Definitions
a) CA Participating Subdivision means a Participating Subdivision that is also (a) a Plaintiff Subdivision and/or (b) a Primary Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts) and/or Exhibit I to the Hikma Settlement Agreement. b) CA Litigating Special District means a Litigating Special District located in California.
c) Plaintiff Subdivision means a Subdivision located in California, other than a CA Litigating Special District, that filed a lawsuit, on behalf of the Subdivision and/or through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. d) Opioid Defendant means any defendant including but not limited to Alvogen, Inc.

Amneal
Pharmaceuticals LLC; Apotex Corp., Hikma Pharmaceuticals USA Inc. f/k/a West-Ward Pharmaceuticals Corp.; Indivior Inc.; Viatris Inc. (“Mylan”); Sun Pharmaceutical Industries, Inc.; Zydus Pharmaceuticals (USA) Inc.; Kroger Co., Teva Pharmaceutical Industries Ltd., Allergan Finance, LLC, Allergan Limited, CVS Health Corporation, CVS Pharmacy, Inc., Walgreen Co., Walmart Inc., Johnson & Johnson, Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health, Inc., Cencora, Inc. f/k/a AmerisourceBergen Corporation, McKesson Corporation, Dr.

Richard S. Sackler, Beverly Sackler, Jonathan Sackler, David Sackler, Marianna Sackler, Theresa Sackler, Ilene Sackler Lefcourt, Dr. Kathe Sackler, and Mortimer D.A. Sackler) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020. 194
2 3. General Terms
This agreement is subject to the requirements of the Hikma Settlement Agreement, as well as applicable law, and the Hikma Settlement Agreement governs over any inconsistent provision of this CA Hikma Allocation Agreement. Terms used in this CA Hikma Allocation Agreement have the same meaning as in the Hikma Settlement Agreement unless otherwise defined herein.

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

This Agreement does not apply to funds received by California1 pursuant to Sections X or XV of the Hikma Settlement Agreement, including payments for Private Attorney Fees, the Additional Remediation Amount, and the Settlement Product Cash Conversion Amount.2

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

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

B. CA Abatement Accounts Fund
i. Allocation of CA Abatement Accounts Funds
a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed 1 For purposes of clarity, use of the term “California” refers to the geographic territory of California and the state and its local governments therein. The term “State” or “State of California” refers to the State of California as a governmental unit. 2All Settlement Product Cash Conversion Amounts paid to California pursuant to Section XV of the Hikma Settlement Agreement shall be allocated to the State and used by the State for future Opioid Remediation.
195
3 negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as adjusted to reflect only those cities and counties that are eligible, based on population or litigation status, to become a CA Participating Subdivision. The percentage from the CA Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in Appendix 1 in the column entitled abatement percentage (the “Local Allocation”). For the avoidance of doubt, CA Litigating Special Districts and California towns, cities, and counties with a population less than 10,000 are not eligible to receive an allocation of CA Abatement Accounts Funds.
b) A CA Participating Subdivision that is a county, or a city and county, will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision, and will receive payments as provided in the Hikma Settlement Agreement. c) A CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Allocation share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as the county is a CA Participating Subdivision; provided, however, that if a city currently receives direct payment of its share of funds in the National Opioids Settlement with Distributors Cencora, Inc. (f/k/a AmerisourceBergenCorporation), Cardinal Health, Inc., and McKesson Corporation (the “Distributors Settlement”), that city’s Local Allocation amount will be paid directly to the city. If a city later changes or has already changed its distribution election in the Distributors Settlement, that change in election will apply here, provided that the change in election is received by the settlement administrator at least 60 days prior to a Payment Date. A Local Allocation share allocated to a city but paid to a county is not required to be spent exclusively for abatement activities in that city, but will become part of the county’s share of the CA Abatement Accounts Funds, which will be used in accordance with Section 4.B.ii (Use of CA Abatement Accounts Funds) and reported on in accordance with Section 4.B.iii (CA Abatement Accounts Fund Oversight). d) A city within a county that is a CA Participating Subdivision may opt in or out of direct payment at any time, and it may also elect direct payment of only a portion of its share, with the remainder going to the county, by providing notice to the Settlement Fund Administrator at least 60 days prior to a Payment Date. For purposes of this CA Hikma Allocation Agreement, the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions.
e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Hikma Settlement Agreement and this CA Hikma Allocation Agreement shall be transferred to the State; provided however, 196
4 that CA Participating Subdivisions have seven years to expend or encumber CA Abatement Accounts Funds designated to support capital outlay projects before they must be transferred to the State..
ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E to the Hikma Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA Participating Subdivision from the Abatement Accounts Fund in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction;
(5) interventions to prevent drug addiction in vulnerable youth, including but not limited to, youth in foster care, juvenile justice-impacted youth, youth experiencing adversities related to socioeconomic status, and unhoused youth; and/or (6) the purchase of naloxone for distribution and efforts to expand access to naloxone for opioid overdose reversals.
c) The California Department of Health Care Services (“DHCS”) may add to this list (but not delete from it) by designating additional High Impact Abatement Activities. DHCS will make reasonable efforts to consult with stakeholders, including the CA Participating Subdivisions, before adding additional High Impact Abatement Activities to this list. d) For the avoidance of doubt, and subject to the requirements of the Hikma Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures, or otherwise work in collaboration with, federal, state, local, tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund. Further, provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Hikma Settlement Agreement and this CA 197
5 Hikma Allocation Agreement, a county and any cities or towns within the county may agree to reallocate their respective shares of the CA Abatement Accounts Funds among themselves, provided that any direct distribution may only be to a CA Participating Subdivision and any CA Participating Subdivision must agree to their share being reallocated.
iii. CA Abatement Accounts Fund Oversight
a) Pursuant to Section 5 below, CA Participating Subdivisions receiving settlement funds must prepare and file reports annually regarding the use of those funds. DHCS may regularly review the reports prepared by CA Participating Subdivisions about the use of CA Abatement Accounts Funds for compliance with the Hikma Settlement Agreement and this CA Hikma Allocation Agreement.
b) If DHCS determines that a CA Participating Subdivision’s use of CA Abatement Accounts Funds is inconsistent with the Hikma Settlement Agreement or this CA Hikma Allocation Agreement, whether through review of reports or information from any other sources, DHCS shall send a request to meet and confer with the CA Participating Subdivision. The parties shall meet and confer in an effort to resolve the concern. c) If the parties are unable to reach a resolution, DHCS may conduct an audit of the Subdivision’s use of the CA Abatement Accounts Funds within one year of the request to meet and confer, unless the parties mutually agree in writing to extend the meet and confer time frame.
d) If the
concern still cannot be resolved, the State may bring a motion or action in the court where the State has filed its Consent Judgment to resolve the concern or otherwise enforce the requirements of the Hikma Settlement Agreement or this CA Hikma Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds, more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement.
e) Notwithstanding the foregoing, this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities, or to pursue administrative, civil, or criminal enforcement actions.

C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Hikma Settlement Agreement and this CA Hikma 198
6 Allocation Agreement, to fund future Opioid Remediation and reimburse past opioid- related expenses, which may include fees and expenses related to litigation However, in no event shall more than one third (5% out of the 15%) of CA Subdivision Funds be used for litigation-related fees and expenses.

A Plaintiff Subdivision may separately agree to use up to one-third (5% out of the 15%) of its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(X), of the Hikma Settlement Agreement and the MDL Fees Order, provided that: (1) such payments, together with any payments to contingency-fee counsel from the Private Attorneys Fee amount related to such Plaintiff Subdivision, do not exceed 15% of a Plaintiff Subdivision’s total gross recovery under this Hikma Settlement Agreement; and (2) the Plaintiff Subdivision certifies that any payments made under a State Back-Stop agreement will be made in accordance with the 95% Opioid Abatement use requirements under Section VI.B.1 of the Hikma Settlement Agreement. Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost
Funds created under the Hikma Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

For the avoidance of doubt, this agreement does not require a Plaintiff Subdivision to request or enter into a State Back-Stop Agreement, and no State Back-Stop Agreement shall impose any duty or obligation on the State of California or any of its agencies or officers, including without limitation the Attorney General.
///
199
7 5. State and Subdivision Reporting
a) DHCS will prepare an annual written report regarding the State’s use of funds from the settlement until those funds are fully expended and for one year thereafter. These reports will be made publicly available on the DHCS web site.
b) Each CA Participating Subdivision that receives payments of funds from the settlement will prepare written reports at least annually regarding the use of those funds, until those funds are fully expended and for one year thereafter. These reports will also include a certification that all funds that the CA Participating Subdivision has received through the settlement have been used in compliance with the Hikma Settlement Agreement and this CA Hikma Allocation Agreement. The report will be in a form reasonably determined by DHCS. Prior to specifying the form of the report DHCS will confer with representatives of the Plaintiff Subdivisions.
c
) The State and all CA Participating Subdivisions receiving CA Abatement Accounts Funds will track all deposits and expenditures. Each such subdivision is responsible solely for the CA Abatement Accounts Funds it receives. A county is not responsible for oversight, reporting, or monitoring of CA Abatement Accounts Funds received by a city within that county that receives direct payment. Unless otherwise exempt, Subdivisions’ expenditures and uses of CA Abatement Accounts Funds and other Settlement Funds will be subject to the normal budgetary and expenditure process of the Subdivision. d) Each Plaintiff Subdivision receiving CA Subdivision Funds will track all deposits and expenditures, as required by the Hikma Settlement Agreement and this CA Hikma Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from the
CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report, the amount and how such funds were used, including if used to pay attorneys’ fees, investigation costs, or litigation costs. Pursuant to Section V(B)(2) of the Hikma Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and Hikma. e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.

6. Miscellaneous
a) The State or any CA Participating Subdivision may bring a motion or action in the court where the State has filed its Consent Judgment to enforce the requirements of this CA Hikma Allocation Agreement. Before filing such a motion or action the State will meet and confer with any CA Participating Subdivision that is the subject of the anticipated motion or action, and vice versa.
b) Except as provided in the Hikma Settlement Agreement, this CA Hikma Allocation Agreement is not enforceable by any party other than the State and the CA Participating
200
8 Subdivisions. It does not confer any rights or remedies upon, and shall not be enforceable by, any third party.
c) Except as provided in the CA Hikma Allocation Agreement, if any provision of this agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this agreement, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the Hikma Settlement Agreement, this agreement shall be governed by and interpreted in accordance with the laws of California. 201
9 The undersigned, Ontario city, CA, ACKNOWLEDGES acceptance of this Proposed California State- Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Hikma Settlement is a requirement to be an Initial Participating Subdivision in the Hikma Settlement and ACCEPTS this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Hikma Settlement.

Signature: /signer_1_som/
Name: /name_1_som/
Title: /title_1_som/
Date: /date_1_som/
202
APPENDIX 1
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Hikma Settlement, whereas the percentages shown in the Abatement Percentage column should not change.

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

Regarding the column herein entitled “Weighted Allocation Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the combined and weighted allocation of the Abatement Percentage and the Plaintiff Subdivision Percentage. 203
APPENDIX 1
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100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2
.4237952%
City Alameda Alameda 0.069% 0
.0570162%
City Albany Alameda 0.013% 0
.0107768%
City Berkeley Alameda 0.152% 0
.1249656%
City Dublin Alameda 0.033% 0.040% 0
.0338810%
City Emeryville Alameda 0.023% 0
.0185765%
City Fremont Alameda 0.108% 0
.0888576%
City Hayward Alameda 0.117% 0
.0966218%
City Livermore Alameda 0.054% 0
.0446740%
City Newark Alameda 0.026% 0
.0217626%
City Oakland Alameda 0.486% 0.595% 0
.5055601%
City Piedmont Alameda 0.014% 0
.0114064%
City Pleasanton Alameda 0.067% 0
.0554547%
City San Leandro Alameda 0.039% 0
.0321267%
City Union City Alameda 0.043% 0
.0352484%
County Amador County Amador 0.226% 0.277% 0
.2349885%
County Butte County Butte 1.615% 1.975% 1
.6783178%
City Chico Butte 0.216% 0.264% 0
.2246499%
City Oroville Butte 0.079% 0
.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0
.2351644%
County Colusa County Colusa 0.059% 0
.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2 .1844585%
City Antioch Contra Costa 0.037% 0
.0301879%
City Brentwood Contra Costa 0.026% 0
.0215339%
City Clayton Contra Costa 0.002% 0
.0018060%
City Concord Contra Costa 0.055% 0
.0456676%
City Danville Contra Costa 0.010% 0
.0082255%
City El Cerrito Contra Costa 0.023% 0
.0189024%
City Hercules Contra Costa 0.010% 0
.0078273%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0
.0046030%
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City Martinez Contra Costa 0.012% 0
.0098593%
City Moraga Contra Costa 0.004% 0
.0031007%
City Oakley Contra Costa 0.010% 0
.0079416%
City Orinda Contra Costa 0.005% 0
.0038157%
City Pinole Contra Costa 0.013% 0
.0110909%
City Pittsburg Contra Costa 0.053% 0
.0436369%
City Pleasant Hill Contra Costa 0.013% 0
.0106309%
City Richmond Contra Costa 0.146% 0
.1201444%
City San Pablo Contra Costa 0.018% 0
.0148843%
City San Ramon Contra Costa 0.021% 0
.0176459%
City Walnut Creek Contra Costa 0.026% 0
.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0
.1189608%
County El Dorado County El Dorado 0.768% 0.939% 0
.7980034%
City Placerville El Dorado 0.015% 0
.0127642%
City South Lake Tahoe El Dorado 0.081% 0
.0665456%
County Fresno County Fresno 1.895% 2.318% 1
.9693410%
City Clovis Fresno 0.065% 0
.0536211%
City Coalinga Fresno 0.012% 0
.0098554%
City Fresno Fresno 0.397% 0
.3270605%
City Kerman Fresno 0.005% 0
.0042534%
City Kingsburg Fresno 0.008% 0
.0066167%
City Mendota Fresno 0.002% 0
.0019387%
City Orange Cove Fresno 0.004% 0
.0035607%
City Parlier Fresno 0.008% 0
.0069755%
City Reedley Fresno 0.012% 0
.0098804%
City Sanger Fresno 0.018% 0
.0146135%
City Selma Fresno 0.015% 0
.0127537%
County Glenn County Glenn 0.107% 0.131% 0
.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1
.0703185%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0
.0447660%
City Eureka Humboldt 0.117% 0.143% 0
.1216284%
City Fortuna Humboldt 0.032% 0
.0266837%
County Imperial County Imperial 0.258% 0.315% 0
.2679006%
City Brawley Imperial 0.011% 0
.0087986%
205
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City Calexico Imperial 0.019% 0
.0152799%
City El Centro Imperial 0.158% 0
.1302522%
City Imperial Imperial 0.006% 0
.0048791%
County Inyo County Inyo 0.073% 0.089% 0
.0754413%
County Kern County K
ern 2.517% 3.079% 2
.6159145%
City Arvin Kern 0.006% 0
.0046425%
City Bakersfield Kern 0.212% 0
.1747198%
City California City Kern 0.009% 0
.0070820%
City Delano K
ern 0.030% 0
.0249316%
City McFarland Kern 0.003% 0
.0025644%
City Ridgecrest Kern 0.015% 0
.0120938%
City Shafter Kern 0.013% 0
.0103417%
City Tehachapi Kern 0.009% 0
.0073580%
City Wasco Kern 0.008% 0
.0069861%
County Kings County Kings 0.293% 0
.2413469%
City Avenal Kings 0.007% 0
.0056335%
City Corcoran Kings 0.013% 0
.0107032%
City Hanford Kings 0.027% 0
.0226038%
City Lemoore Kings 0.016% 0
.0131900%
County Lake County Lake 0.795% 0
.6545389%
City Clearlake Lake 0.041% 0.050% 0
.0426253%
City Lakeport Lake 0.021% 0.026% 0
.0222964%
County Lassen County Lassen 0.319% 0.391% 0
.3320610%
City Susanville Lassen 0.027% 0
.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 1

4.4437559%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Agoura Hills Los Angeles 0.005% 0.0040024%
City Alhambra Los Angeles 0.042% 0.0343309%
City Arcadia Los Angeles 0.033% 0.0267718%
City Artesia Los Angeles 0.001% 0.0005100%
City Azusa Los Angeles 0.026% 0.0210857%
City Baldwin Park Los Angeles 0.027% 0.0218520%
City Bell Los Angeles 0.008% 0.0068783%
City Bellflower Los Angeles 0.002% 0.0014485%
City Bell Gardens Los Angeles 0.014% 0.0114301%
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City Beverly Hills Los Angeles 0.065% 0.0534897%
City Burbank Los Angeles 0.100% 0.0823132%
City Calabasas Los Angeles 0.006% 0.0048948%
City Carson Los Angeles 0
.019% 0.0159805%
City Cerritos Los Angeles 0.005% 0.0039682%
City Claremont Los Angeles 0.010% 0.0082584%
City Commerce Los Angeles 0.000% 0.0002971%
City Compton Los Angeles 0.044% 0.0361882%
City Covina Los Angeles 0.028% 0.0229127%
City Cudahy Los Angeles 0.001% 0.0006020%
City Culver City Los Angeles 0.055% 0.0449894%
City Diamond Bar Los Angeles 0.001% 0.0006993%
City Downey Los Angeles 0.052% 0.0429994%
City Duarte Los Angeles 0.003% 0.0027261%
City El Monte Los Angeles 0.031% 0.038% 0.0318985%
City El Segundo Los Angeles 0.033% 0.0268020%
City Gardena Los Angeles 0.034% 0.0278088%
City Glendale Los Angeles 0.166% 0.1366586%
City Glendora Los Angeles 0.016% 0.0134411%
City Hawaiian Gardens Los Angeles 0.005% 0.0040549%
City Hawthorne Los Angeles 0.050% 0.0407833%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Canada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811 %
207
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City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City San Dimas Los Angeles 0.003% 0.0022016%
City San Fernando Los Angeles 0.013% 0.0104837%
City San Gabriel Los Angeles 0.018% 0.0147726%
City San Marino Los Angeles 0.009% 0.0073791%
City Santa Clarita Los Angeles 0.022% 0.0178167%
City Santa Fe Springs Los Angeles 0.031% 0.0257531%
City Santa Monica Los Angeles 0.158% 0.1298513%
City Sierra Madre Los Angeles 0.006% 0.0048646%
City Signal Hill Los Angeles 0.010% 0.0084884%
City South El Monte Los Angeles 0.005% 0.0039603%
City South Gate Los Angeles 0.020% 0.0166272%
City South Pasadena Los Angeles 0.012% 0.0095334%
City Temple City Los Angeles 0
.005% 0.0039498%
City Torrance Los Angeles 0.112% 0.0919820%
City Walnut Los Angeles 0.006% 0.0047305%
City West Covina Los Angeles 0.049% 0.0404521%
City West Hollywood Los Angeles 0.013% 0.0108517%
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City Whittier Los Angeles 0.032% 0.0260581%
County Madera County M
adera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County M
arin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County M
ariposa 0.084% 0.103% 0.0876131%
County Mendocino County M
endocino 0.439% 0.536% 0.4558394%
City Ukiah Mendocino 0.039% 0.0317153%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Merced County Merced 0.551% 0.674% 0
.5724262%
City Atwater Merced 0.024% 0
.0195846%
City Livingston Merced 0.006% 0
.0045873%
City Los Banos Merced 0.020% 0
.0165142%
City Merced Merced 0.061% 0
.0500762%
County Modoc County Modoc 0.065% 0.080% 0
.0678250%
County Mono County Mono 0.023% 0.029% 0
.0242606%
County Monterey County Monterey 0.908% 1.111% 0
.9437083%
City Greenfield Monterey 0.006% 0
.0050552%
City King City Monterey 0.005% 0
.0037355%
City Marina Monterey 0.017% 0
.0144098%
City Monterey Monterey 0.041% 0
.0336540%
City Pacific Grove Monterey 0.009% 0
.0074842%
City Salinas Monterey 0.094% 0
.0776576%
City Seaside Monterey 0.023% 0
.0191772%
City Soledad Monterey 0.007% 0
.0060870%
County Napa County Napa 0.288% 0.352% 0
.2994325%
City American Canyon Napa 0.017% 0
.0136869%
City Napa Napa 0.078% 0
.0642783%
County Nevada County Nevada 0.441% 0.539% 0
.4579827%
City Grass Valley Nevada 0.024% 0
.0197805%
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APPENDIX 1
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City Truckee Nevada 0.003% 0
.0023843%
County Orange County Orange 4.364% 5.339% 4
.5363576%
City Aliso Viejo Orange 0.014% 0
.0113841%
City Anaheim Orange 0.554% 0.678% 0
.5759282%
City Brea Orange 0.086% 0
.0708897%
City Buena Park Orange 0.087% 0
.0714352%
City Costa Mesa Orange 0.124% 0.152% 0
.1288366%
City Cypress Orange 0.033% 0
.0271937%
City Dana Point Orange 0.001% 0
.0005560%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Fountain Valley Orange 0.055% 0
.0455980%
City Fullerton Orange 0.137% 0.168% 0
.1425744%
City Garden Grove Orange 0.213% 0
.1752482%
City Huntington Beach Orange 0.247% 0.302% 0
.2568420%
City Irvine Orange 0.139% 0.170% 0
.1442350%
City Laguna Beach Orange 0.047% 0.058% 0
.0493043%
City Laguna Hills Orange 0.014% 0
.0115457%
City Laguna Niguel Orange 0.001% 0
.0007071%
City Laguna Woods Orange 0.001% 0
.0006546%
City La Habra Orange 0.060% 0.073% 0
.0621049%
City Lake Forest Orange 0.012% 0
.0101249%
City La Palma Orange 0.012% 0
.0095439%
City Los Alamitos Orange 0.008% 0
.0069190%
City Mission Viejo Orange 0.014% 0
.0117560%
City Newport Beach Orange 0.179% 0
.1470134%
City Orange Orange 0.150% 0
.1231320%
City Placentia Orange 0.029% 0.035% 0
.0298912%
City Rancho Santa Margarita Orange 0.001% 0
.0006296%
City San Clemente Orange 0.008% 0.010% 0
.0086083%
City San Juan Capistrano Orange 0.008% 0
.0065510%
City Santa Ana Orange 0.502% 0.614% 0
.5213866%
City Seal Beach Orange 0.020% 0
.0165891%
City Stanton Orange 0.035% 0
.0291955%
City Tustin Orange 0.073% 0
.0600341%
City Westminster Orange 0.104% 0.127% 0
.1082721%
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APPENDIX 1
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City Yorba Linda Orange 0.044% 0
.0362223%
County Placer County Placer 1.045% 1.278% 1
.0861002%
City Auburn Placer 0.017% 0
.0141114%
City Lincoln Placer 0.031% 0
.0255599%
City Rocklin Placer 0.076% 0
.0625485%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Roseville Placer 0.196% 0.1616559%
County Plumas County P
lumas 0.205% 0.251% 0.2128729%
County Riverside County R
iverside 4.534% 5.547% 4.7128296%
City Banning Riverside 0.017% 0.0143848%
City Beaumont Riverside 0.021% 0.0171135%
City Blythe Riverside 0.012% 0.0096714%
City Canyon Lake Riverside 0.000% 0.0001761%
City Cathedral City Riverside 0.067% 0.0553614%
City Coachella Riverside 0.021% 0.0173054%
City Corona Riverside 0.147% 0.1207083%
City Desert Hot Springs Riverside 0.024% 0.0200433%
City Eastvale Riverside 0.000% 0.0002747%
City Hemet Riverside 0.051% 0.0421792%
City Indio Riverside 0.056% 0.0457794%
City Jurupa Valley Riverside 0.001% 0.0008991%
City Lake Elsinore Riverside 0.021% 0.0172949%
City La Quinta Riverside 0.063% 0.0516732%
City Menifee Riverside 0.032% 0.0260909%
City Moreno Valley Riverside 0.137% 0.1130348%
City Murrieta Riverside 0.048% 0.059% 0.0497423%
City Norco Riverside 0.016% 0.0134542%
City Palm Desert Riverside 0.083% 0.0682465%
City Palm Springs Riverside 0.076% 0.0629862%
City Perris Riverside 0.009% 0.0076774%
City Rancho Mirage Riverside 0.052% 0.0431098%
City Riverside Riverside 0.268% 0.2206279%
City San Jacinto Riverside 0.010% 0.0085936%
City Temecula Riverside 0.022% 0.0180086%
City Wildomar Riverside 0.008% 0.0062500%
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County Sacramento County S
acramento 3.797% 4.645% 3.9465887%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Citrus Heights Sacramento 0.057% 0.0465312%
City Elk Grove Sacramento 0.130% 0.1066994%
City Folsom Sacramento 0.108% 0.0890850%
City Galt Sacramento 0.017% 0.0143704%
City Rancho Cordova Sacramento 0.008% 0.0067679%
City Sacramento Sacramento 0.721% 0.882% 0.7496530%
County San Benito County San Benito 0.106% 0.130% 0.1101417% City Hollister San Benito 0.027% 0.0225355%
County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% City Adelanto San Bernardino 0.008% 0.0066640%
City Apple Valley San Bernardino 0.025% 0.0207360%
City Barstow San Bernardino 0.015% 0.0122056%
City Chino San Bernardino 0.064% 0.0525893%
City Chino Hills San Bernardino 0.001% 0.0006388%
City Colton San Bernardino 0.031% 0.0253443%
City Fontana San Bernardino 0.112% 0.0920543%
City Grand Terrace San Bernardino 0.006% 0.0051051%
City Hesperia San Bernardino 0.035% 0.0291522%
City Highland San Bernardino 0.004% 0.0029061%
City Loma Linda San Bernardino 0.009% 0.0071188%
City Montclair San Bernardino 0.039% 0.0322108%
City Ontario San Bernardino 0.179% 0.1472934%
City Rancho Cucamonga San Bernardino 0.084% 0.0689431%
City Redlands San Bernardino 0.057% 0.0469150%
City Rialto San Bernardino 0.073% 0.0603206%
City San Bernardino San Bernardino 0.178% 0.1461880%
City Twentynine Palms San Bernardino 0.002% 0.0012605%
City Upland San Bernardino 0.052% 0.0424460%
City Victorville San Bernardino 0.033% 0.0269400%
City Yucaipa San Bernardino 0.016% 0.0128772%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
212
APPENDIX 1
10of15
City Yucca Valley San Bernardino 0.003% 0.0021228%
County San Diego County San D
iego 5.706% 6.980% 5.9309748%
City Carlsbad San Diego 0.128% 0.1050485%
City Chula Vista San Diego 0.189% 0.231% 0.1961456%
City Coronado San Diego 0.044% 0.0359095%
City El Cajon San Diego 0.113% 0.0933582%
City Encinitas San Diego 0.061% 0.074% 0.0630289%
City Escondido San Diego 0.145% 0.1192204%
City Imperial Beach San Diego 0.014% 0.0118283%
City La Mesa San Diego 0.055% 0.068% 0.0575593%
City Lemon Grove San Diego 0.022% 0.0183911%
City National City San Diego 0.080% 0.0656808%
City Oceanside San Diego 0.213% 0.1753428%
City Poway San Diego 0.062% 0.0511040%
City San Diego San Diego 1.975% 2.416% 2.0531169%
City San Marcos San Diego 0.089% 0.0733897%
City Santee San Diego 0.033% 0.0268401%
City Solana Beach San Diego 0.017% 0.0138564%
City Vista San Diego 0.052% 0.0425144%
Consolidated San Francisco San F
rancisco 3.026% 3.702% 3.1457169%
County San Joaquin County San J
oaquin 1.680% 2.055% 1.7460399%
City Lathrop San Joaquin 0.009% 0.0075394%
City Lodi San Joaquin 0.053% 0.0439484%
City Manteca San Joaquin 0.054% 0.0443454%
City Ripon San Joaquin 0.013% 0.0104219%
City Stockton San Joaquin 0.313% 0.383% 0.3256176%
City Tracy San Joaquin 0.084% 0.0692047%
County San Luis Obispo County San Luis O
bispo 0.816% 0.999% 0.8484126%
City Arroyo Grande San Luis Obispo 0.024% 0.0199053%
City Atascadero San Luis Obispo 0.029% 0.0240680%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
213
APPENDIX 1
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County San Mateo County San M
ateo 1.074% 1.313% 1.1159599%
City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa B
arbara 1.132% 1.385% 1.1768968%
City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa C
lara 2.404% 2.941% 2.4987553%
City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0
.0103338%
City Los Gatos Santa Clara 0.013% 0
.0103220%
City Milpitas Santa Clara 0.036% 0
.0298120%
City Morgan Hill Santa Clara 0.015% 0
.0124619%
City Mountain View Santa Clara 0.041% 0
.0334608%
City Palo Alto Santa Clara 0.039% 0
.0323080%
City San Jose Santa Clara 0.294% 0.360% 0
.3054960%
City Santa Clara Santa Clara 0.067% 0
.0549723%
214
APPENDIX 1
12of15
City Saratoga Santa Clara 0.004% 0
.0034161%
City Sunnyvale Santa Clara 0.053% 0
.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0
.8135396%
City Capitola Santa Cruz 0.020% 0
.0168191%
City Santa Cruz Santa Cruz 0.143% 0
.1180348%
City Scotts Valley Santa Cruz 0.015% 0
.0126525%
City Watsonville Santa Cruz 0.063% 0
.0520136%
County Shasta County Shasta 1.095% 1.339% 1
.1380191%
City Anderson Shasta 0.024% 0
.0198896%
City Redding Shasta 0.284% 0
.2334841%
City Shasta Lake Shasta 0.004% 0
.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0
.2373393%
County Solano County Solano 0.760% 0
.6260795%
City Benicia Solano 0.031% 0
.0253903%
City Dixon Solano 0.016% 0
.0130849%
City Fairfield Solano 0.109% 0
.0897317%
City Suisun City Solano 0.021% 0
.0176183%
City Vacaville Solano 0.119% 0
.0976497%
City Vallejo Solano 0.167% 0
.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1
.2661290%
City Healdsburg Sonoma 0.032% 0
.0266929%
City Petaluma Sonoma 0.081% 0
.0667507%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County S
tanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
215
APPENDIX 1
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County Sutter County S
utter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County T
ehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County T
rinity 0.082% 0.101% 0.0855476%
County Tulare County T
ulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County T
uolumne 0.486% 0.594% 0.5047621%
County Ventura County V
entura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City O
xnard Ventura 0.156% 0.190% 0
.1617338%
City Port Hueneme Ventura 0.021% 0
.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0
.0702181%
City Santa Paula Ventura 0.014% 0
.0119072%
City Simi Valley Ventura 0.065% 0
.0533043%
City Thousand Oaks Ventura 0.022% 0
.0179902%
County Yolo County Yolo 0.357% 0.437% 0
.3713319%
City Davis Yolo 0.055% 0
.0451747%
City West Sacramento Yolo 0.066% 0
.0544321%
City Woodland Yolo 0.058% 0
.0477904%
County Yuba County Yuba 0.214% 0.262% 0
.2225679%
City Marysville Y
uba 0.014% 0
.0112079%
216
APPENDIX 2

Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Hikma Settlement Agreement and CA Hikma Allocation Agreement, as well as any other limitations imposed by law, use funds that it receives from the Hikma Settlement CA Subdivision Fund to pay a contingent fee to [COUNSEL]. Any such payment from [SUBDIVISION] to [COUNSEL] from [SUBDIVISION’S] CA Subdivision Fund allocation will not exceed [PERCENTAGE NOT TO EXCEED ONE-THIRD OR 5% OUT OF THE 15%] out
of the [SUBDIVISION’S] 15% CA Subdivision Fund allocation; provided further that such payments, together with any contingency-fees that [COUNSEL] may receive from the Attorney Fee Fund, will not
exceed a total contingency fee of [PERCENTAGE NOT TO EXCEED 15%] of the total gross recovery of [SUBDIVISION] from the Hikma Settlement Agreement. [COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Hikma Settlement Agreement before seeking or accepting payment under this backstop agreement. [COUNSEL] further certify that they are not seeking and will not accept payment under this backstop agreement of any litigation fees or costs that have been reimbursed through prior settlements or judgments.

The Attorney General is executing this agreement solely because the definition of “State Back- Stop Agreement” in Exhibit R of the Hikma Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
217
1 Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – Indivior Settlement

1. Introduction
Pursuant to the Indivior Settlement Agreement, dated as of April 4, 2025, and any revision thereto (the “Indivior Settlement Agreement”), including Section V and Exhibit O, the State of California proposes this agreement (the “CA Indivior Allocation Agreement”) to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections IV and V of the Indivior Settlement Agreement. For the avoidance of doubt, this agreement does not apply to payments made pursuant to Sections IX or XIV of the Indivior Settlement Agreement.

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

2. Definitions
a) CA Participating Subdivision means a Participating Subdivision that is also (a) a Plaintiff Subdivision and/or (b) a Primary Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts) and/or Exhibit I to the Indivior Settlement Agreement. b) CA Litigating Special District means a Litigating Special District located in California.
c) Plaintiff Subdivision means a Subdivision located in California, other than a CA Litigating Special District, that filed a lawsuit, on behalf of the Subdivision and/or through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. d) Opioid Defendant means any defendant including but not limited to Alvogen, Inc.

Amneal
Pharmaceuticals LLC; Apotex Corp., Hikma Pharmaceuticals USA Inc. f/k/a West-Ward Pharmaceuticals Corp.; Indivior Inc.; Viatris Inc. (“Mylan”); Sun Pharmaceutical Industries, Inc.; Zydus Pharmaceuticals (USA) Inc.; Kroger Co., Teva Pharmaceutical Industries Ltd., Allergan Finance, LLC, Allergan Limited, CVS Health Corporation, CVS Pharmacy, Inc., Walgreen Co., Walmart Inc., Johnson & Johnson, Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health, Inc., Cencora, Inc. f/k/a AmerisourceBergen Corporation, McKesson Corporation, Dr.

Richard S. Sackler, Beverly Sackler, Jonathan Sackler, David Sackler, Marianna Sackler, Theresa Sackler, Ilene Sackler Lefcourt, Dr. Kathe Sackler, and Mortimer D.A. Sackler) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020. 218
2 3. General Terms
This agreement is subject to the requirements of the Indivior Settlement Agreement, as well as applicable law, and the Indivior Settlement Agreement governs over any inconsistent provision of this CA Indivior Allocation Agreement. Terms used in this CA Indivior Allocation Agreement have the same meaning as in the Indivior Settlement Agreement unless otherwise defined herein.

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

This Agreement does not apply to funds received by California1 pursuant to Sections IX or XIV of the Indivior Settlement Agreement, including payments for Private Attorney Fees, the Additional Remediation Amount, and the Settlement Product Cash Conversion Amount. 2

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

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

B. CA Abatement Accounts Fund
i. Allocation of CA Abatement Accounts Funds
a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed 1 For purposes of clarity, use of the term “California” refers to the geographic territory of California and the state and its local governments therein. The term “State” or “State of California” refers to the State of California as a governmental unit. 2All Settlement Product Cash Conversion Amounts paid to California pursuant to Section XIV of the Indivior Settlement Agreement shall be allocated to the State and used by the State for future Opioid Remediation.
219
3 negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as adjusted to reflect only those cities and counties that are eligible, based on population or litigation status, to become a CA Participating Subdivision. The percentage from the CA Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in Appendix 1 in the column entitled abatement percentage (the “Local Allocation”). For the avoidance of doubt, CA Litigating Special Districts and California towns, cities, and counties with a population less than 10,000 are not eligible to receive an allocation of CA Abatement Accounts Funds.
b) A CA Participating Subdivision that is a county, or a city and county, will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision, and will receive payments as provided in the Indivior Settlement Agreement. c) A CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Allocation share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as the county is a CA Participating Subdivision; provided, however, that if a city currently receives direct payment of its share of funds in the National Opioids Settlement with Distributors Cencora, Inc. (f/k/a AmerisourceBergenCorporation), Cardinal Health, Inc., and McKesson Corporation (the “Distributors Settlement”), that city’s Local Allocation amount will be paid directly to the city. If a city later changes or has already changed its distribution election in the Distributors Settlement, that change in election will apply here, provided that the change in election is received by the settlement administrator at least 60 days prior to a Payment Date. A Local Allocation share allocated to a city but paid to a county is not required to be spent exclusively for abatement activities in that city, but will become part of the county’s share of the CA Abatement Accounts Funds, which will be used in accordance with Section 4.B.ii (Use of CA Abatement Accounts Funds) and reported on in accordance with Section 4.B.iii (CA Abatement Accounts Fund Oversight). d) A city within a county that is a CA Participating Subdivision may opt in or out of direct payment at any time, and it may also elect direct payment of only a portion of its share, with the remainder going to the county, by providing notice to the Settlement Fund Administrator at least 60 days prior to a Payment Date. For purposes of this CA Indivior Allocation Agreement, the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions.
e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Indivior Settlement Agreement and this CA Indivior Allocation Agreement shall be transferred to the State; provided 220
4 however, that CA Participating Subdivisions have seven years to expend or encumber CA Abatement Accounts Funds designated to support capital outlay projects before they must be transferred to the State..
ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E to the Indivior Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA Participating Subdivision from the Abatement Accounts Fund in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction;
(5) interventions to prevent drug addiction in vulnerable youth, including but not limited to, youth in foster care, juvenile justice-impacted youth, youth experiencing adversities related to socioeconomic status, and unhoused youth; and/or (6) the purchase of naloxone for distribution and efforts to expand access to naloxone for opioid overdose reversals.
c) The California Department of Health Care Services (“DHCS”) may add to this list (but not delete from it) by designating additional High Impact Abatement Activities. DHCS will make reasonable efforts to consult with stakeholders, including the CA Participating Subdivisions, before adding additional High Impact Abatement Activities to this list. d) For the avoidance of doubt, and subject to the requirements of the Indivior Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures, or otherwise work in collaboration with, federal, state, local, tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund. Further, provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Indivior Settlement Agreement and this CA 221
5 Indivior Allocation Agreement, a county and any cities or towns within the county may agree to reallocate their respective shares of the CA Abatement Accounts Funds among themselves, provided that any direct distribution may only be to a CA Participating Subdivision and any CA Participating Subdivision must agree to their share being reallocated.
iii. CA Abatement Accounts Fund Oversight
a) Pursuant to Section 5 below, CA Participating Subdivisions receiving settlement funds must prepare and file reports annually regarding the use of those funds. DHCS may regularly review the reports prepared by CA Participating Subdivisions about the use of CA Abatement Accounts Funds for compliance with the Indivior Settlement Agreement and this CA Indivior Allocation Agreement.
b) If DHCS determines that a CA Participating Subdivision’s use of CA Abatement Accounts Funds is inconsistent with the Indivior Settlement Agreement or this CA Indivior Allocation Agreement, whether through review of reports or information from any other sources, DHCS shall send a request to meet and confer with the CA Participating Subdivision. The parties shall meet and confer in an effort to resolve the concern.
c) If the parties are unable to reach a resolution, DHCS may conduct an audit of the Subdivision’s use of the CA Abatement Accounts Funds
within one year of the request to
meet and confer, unless the parties mutually agree in writing to extend the meet and confer time frame.
d) If the concern still cannot be resolved, the State may bring a motion or action in the court where the State has filed its Consent Judgment to resolve the concern or otherwise enforce the requirements of the Indivior Settlement Agreement or this CA Indivior Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds, more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement.
e) Notwithstanding the foregoing, this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities, or to pursue administrative, civil, or criminal enforcement actions.

C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, 222
6 subject to any limits imposed by the Indivior Settlement Agreement and this CA Indivior Allocation Agreement, to fund future Opioid Remediation and reimburse past opioid- related expenses, which may include fees and expenses related to litigation However, in no event shall more than one third (5% out of the 15%) of CA Subdivision Funds be used for litigation-related fees and expenses.

A Plaintiff Subdivision may separately agree to use up to one-third (5% out of the 15%) of its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(X), of the Indivior Settlement Agreement and the MDL Fees Order, provided that: (1) such payments, together with any payments to contingency-fee counsel from the Private Attorneys Fee amount related to such Plaintiff Subdivision, do not exceed 15% of a Plaintiff Subdivision’s total gross recovery under this Indivior Settlement Agreement; and (2) the Plaintiff Subdivision certifies that any payments made under a State Back-Stop agreement will be made in accordance with the 95% Opioid Abatement use requirements under Section V.B.1 of the Indivior Settlement Agreement. Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Indivior Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

For the avoidance of doubt, this agreement does not require a Plaintiff Subdivision to request or enter into a State Back-Stop Agreement, and no State Back-Stop Agreement shall impose any duty or obligation on the State of California or any of its agencies or officers, including without limitation the Attorney General.
///
223
7 5. State and Subdivision Reporting
a) DHCS will prepare an annual written report regarding the State’s use of funds from the settlement until those funds are fully expended and for one year thereafter. These reports will be made publicly available on the DHCS web site.
b) Each CA Participating Subdivision that receives payments of funds from the settlement will prepare written reports at least annually regarding the use of those funds, until those funds are fully expended and for one year thereafter. These reports will also include a certification that all funds that the CA Participating Subdivision has received through the settlement have been used in compliance with the Indivior Settlement Agreement and this CA Indivior Allocation Agreement. The report will be in a form reasonably determined by DHCS. Prior to specifying the form of the report DHCS will confer with representatives of the Plaintiff Subdivisions.
c) The State and all CA Participating Subdivisions receiving CA Abatement Accounts Funds will track all deposits and expenditures. Each such subdivision is responsible solely for the CA Abatement Accounts Funds it receives. A county is not responsible for oversight, reporting, or monitoring of CA Abatement Accounts Funds received by a city within that county that receives direct payment. Unless otherwise exempt, Subdivisions’ expenditures and uses of CA Abatement Accounts Funds and other Settlement Funds will be subject to the normal budgetary and expenditure process of the Subdivision. d) Each Plaintiff Subdivision receiving CA Subdivision Funds will track all deposits and expenditures, as required by the Indivior Settlement Agreement and this CA Indivior Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from the CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report, the amount and how such funds were used, including if used to pay attorneys’ fees,
investigation costs, or litigation costs. Pursuant to
Section V(B)(2) of the Indivior Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and Indivior. e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.

6. Miscellaneous
a) The State or any CA Participating Subdivision may bring a motion or action in the court where the State has filed its Consent Judgment to enforce the requirements of this CA Indivior Allocation Agreement. Before filing such a motion or action the State will meet and confer with any CA Participating Subdivision that is the subject of the anticipated motion or action, and vice versa.
b) Except as provided in the Indivior Settlement Agreement, this CA Indivior Allocation Agreement is not enforceable by any party other than the State and the CA Participating 224
8 Subdivisions. It does not confer any rights or remedies upon, and shall not be enforceable by, any third party.
c) Except as provided in the CA Indivior Allocation Agreement, if any provision of this agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this agreement, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the Indivior Settlement Agreement, this agreement shall be governed by and interpreted in accordance with the laws of California. 225
9 The undersigned, Ontario city, CA, ACKNOWLEDGES acceptance of this Proposed California State- Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Indivior Settlement is a requirement to be an Initial Participating Subdivision in the Indivior Settlement and ACCEPTS this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds –Indivior Settlement.

Signature: /signer_1_som/
Name: /name_1_som/
Title: /title_1_som/
Date: /date_1_som/
226
APPENDIX 1
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Indivior Settlement, whereas the percentages shown in the Abatement Percentage column should not change. Participating Subdivisions, underlying calculations, and the calculated allocation percentages are subject to change.

Regarding the column herein entitled “Abatement Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the California Abatement Account Funds received, pursuant to Section 4.B. Regarding the column herein entitled “Plaintiff Subdivision Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the California Subdivision Funds received, pursuant to Section 4.C. Regarding the column herein entitled “Weighted Allocation Percentage,” the annotation of “100%” refers to one- hundred percent (100%) of the combined and weighted allocation of the Abatement Percentage and the Plaintiff Subdivision Percentage.
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100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2
.4237952%
City Alameda Alameda 0.069% 0
.0570162%
City Albany Alameda 0.013% 0
.0107768%
City Berkeley Alameda 0.152% 0
.1249656%
City Dublin Alameda 0.033% 0.040% 0
.0338810%
City Emeryville Alameda 0.023% 0
.0185765%
City Fremont Alameda 0.108% 0
.0888576%
City Hayward Alameda 0.117% 0
.0966218%
City Livermore Alameda 0.054% 0
.0446740%
City Newark Alameda 0.026% 0
.0217626%
City Oakland Alameda 0.486% 0.595% 0
.5055601%
City Piedmont Alameda 0.014% 0
.0114064%
City Pleasanton Alameda 0.067% 0
.0554547%
City San Leandro Alameda 0.039% 0
.0321267%
City Union City Alameda 0.043% 0
.0352484%
County Amador County Amador 0.226% 0.277% 0
.2349885%
County Butte County Butte 1.615% 1.975% 1
.6783178%
City Chico Butte 0.216% 0.264% 0
.2246499%
City Oroville Butte 0.079% 0
.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0
.2351644%
County Colusa County Colusa 0.059% 0
.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2 .1844585%
City Antioch Contra Costa 0.037% 0
.0301879%
City Brentwood Contra Costa 0.026% 0
.0215339%
City Clayton Contra Costa 0.002% 0
.0018060%
City Concord Contra Costa 0.055% 0
.0456676%
City Danville Contra Costa 0.010% 0
.0082255%
City El Cerrito Contra Costa 0.023% 0
.0189024%
City Hercules Contra Costa 0.010% 0
.0078273%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0
.0046030%
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City Martinez Contra Costa 0.012% 0
.0098593%
City Moraga Contra Costa 0.004% 0
.0031007%
City Oakley Contra Costa 0.010% 0
.0079416%
City Orinda Contra Costa 0.005% 0
.0038157%
City Pinole Contra Costa 0.013% 0
.0110909%
City Pittsburg Contra Costa 0.053% 0
.0436369%
City Pleasant Hill Contra Costa 0.013% 0
.0106309%
City Richmond Contra Costa 0.146% 0
.1201444%
City San Pablo Contra Costa 0.018% 0
.0148843%
City San Ramon Contra Costa 0.021% 0
.0176459%
City Walnut Creek Contra Costa 0.026% 0
.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0
.1189608%
County El Dorado County El Dorado 0.768% 0.939% 0
.7980034%
City Placerville El Dorado 0.015% 0
.0127642%
City South Lake Tahoe El Dorado 0.081% 0
.0665456%
County Fresno County Fresno 1.895% 2.318% 1
.9693410%
City Clovis Fresno 0.065% 0
.0536211%
City Coalinga Fresno 0.012% 0
.0098554%
City Fresno Fresno 0.397% 0
.3270605%
City Kerman Fresno 0.005% 0
.0042534%
City Kingsburg Fresno 0.008% 0
.0066167%
City Mendota Fresno 0.002% 0
.0019387%
City Orange Cove Fresno 0.004% 0
.0035607%
City Parlier Fresno 0.008% 0
.0069755%
City Reedley Fresno 0.012% 0
.0098804%
City Sanger Fresno 0.018% 0
.0146135%
City Selma Fresno 0.015% 0
.0127537%
County Glenn County Glenn 0.107% 0.131% 0
.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1
.0703185%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0
.0447660%
City Eureka Humboldt 0.117% 0.143% 0
.1216284%
City Fortuna Humboldt 0.032% 0
.0266837%
County Imperial County Imperial 0.258% 0.315% 0
.2679006%
City Brawley Imperial 0.011% 0
.0087986%
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City Calexico Imperial 0.019% 0
.0152799%
City El Centro Imperial 0.158% 0
.1302522%
City Imperial Imperial 0.006% 0
.0048791%
County Inyo County Inyo 0.073% 0.089% 0
.0754413%
County Kern County K
ern 2.517% 3.079% 2
.6159145%
City Arvin Kern 0.006% 0
.0046425%
City Bakersfield Kern 0.212% 0
.1747198%
City California City Kern 0.009% 0
.0070820%
City Delano K
ern 0.030% 0
.0249316%
City McFarland Kern 0.003% 0
.0025644%
City Ridgecrest Kern 0.015% 0
.0120938%
City Shafter Kern 0.013% 0
.0103417%
City Tehachapi Kern 0.009% 0
.0073580%
City Wasco Kern 0.008% 0
.0069861%
County Kings County Kings 0.293% 0
.2413469%
City Avenal Kings 0.007% 0
.0056335%
City Corcoran Kings 0.013% 0
.0107032%
City Hanford Kings 0.027% 0
.0226038%
City Lemoore Kings 0.016% 0
.0131900%
County Lake County Lake 0.795% 0
.6545389%
City Clearlake Lake 0.041% 0.050% 0
.0426253%
City Lakeport Lake 0.021% 0.026% 0
.0222964%
County Lassen County Lassen 0.319% 0.391% 0
.3320610%
City Susanville Lassen 0.027% 0
.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 1

4.4437559%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Agoura Hills Los Angeles 0.005% 0.0040024%
City Alhambra Los Angeles 0.042% 0.0343309%
City Arcadia Los Angeles 0.033% 0.0267718%
City Artesia Los Angeles 0.001% 0.0005100%
City Azusa Los Angeles 0.026% 0.0210857%
City Baldwin Park Los Angeles 0.027% 0.0218520%
City Bell Los Angeles 0.008% 0.0068783%
City Bellflower Los Angeles 0.002% 0.0014485%
City Bell Gardens Los Angeles 0.014% 0.0114301%
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City Beverly Hills Los Angeles 0.065% 0.0534897%
City Burbank Los Angeles 0.100% 0.0823132%
City Calabasas Los Angeles 0.006% 0.0048948%
City Carson Los Angeles 0
.019% 0.0159805%
City Cerritos Los Angeles 0.005% 0.0039682%
City Claremont Los Angeles 0.010% 0.0082584%
City Commerce Los Angeles 0.000% 0.0002971%
City Compton Los Angeles 0.044% 0.0361882%
City Covina Los Angeles 0.028% 0.0229127%
City Cudahy Los Angeles 0.001% 0.0006020%
City Culver City Los Angeles 0.055% 0.0449894%
City Diamond Bar Los Angeles 0.001% 0.0006993%
City Downey Los Angeles 0.052% 0.0429994%
City Duarte Los Angeles 0.003% 0.0027261%
City El Monte Los Angeles 0.031% 0.038% 0.0318985%
City El Segundo Los Angeles 0.033% 0.0268020%
City Gardena Los Angeles 0.034% 0.0278088%
City Glendale Los Angeles 0.166% 0.1366586%
City Glendora Los Angeles 0.016% 0.0134411%
City Hawaiian Gardens Los Angeles 0.005% 0.0040549%
City Hawthorne Los Angeles 0.050% 0.0407833%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Canada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811 %
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City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City San Dimas Los Angeles 0.003% 0.0022016%
City San Fernando Los Angeles 0.013% 0.0104837%
City San Gabriel Los Angeles 0.018% 0.0147726%
City San Marino Los Angeles 0.009% 0.0073791%
City Santa Clarita Los Angeles 0.022% 0.0178167%
City Santa Fe Springs Los Angeles 0.031% 0.0257531%
City Santa Monica Los Angeles 0.158% 0.1298513%
City Sierra Madre Los Angeles 0.006% 0.0048646%
City Signal Hill Los Angeles 0.010% 0.0084884%
City South El Monte Los Angeles 0.005% 0.0039603%
City South Gate Los Angeles 0.020% 0.0166272%
City South Pasadena Los Angeles 0.012% 0.0095334%
City Temple City Los Angeles 0
.005% 0.0039498%
City Torrance Los Angeles 0.112% 0.0919820%
City Walnut Los Angeles 0.006% 0.0047305%
City West Covina Los Angeles 0.049% 0.0404521%
City West Hollywood Los Angeles 0.013% 0.0108517%
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City Whittier Los Angeles 0.032% 0.0260581%
County Madera County M
adera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County M
arin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County M
ariposa 0.084% 0.103% 0.0876131%
County Mendocino County M
endocino 0.439% 0.536% 0.4558394%
City Ukiah Mendocino 0.039% 0.0317153%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Merced County Merced 0.551% 0.674% 0
.5724262%
City Atwater Merced 0.024% 0
.0195846%
City Livingston Merced 0.006% 0
.0045873%
City Los Banos Merced 0.020% 0
.0165142%
City Merced Merced 0.061% 0
.0500762%
County Modoc County Modoc 0.065% 0.080% 0
.0678250%
County Mono County Mono 0.023% 0.029% 0
.0242606%
County Monterey County Monterey 0.908% 1.111% 0
.9437083%
City Greenfield Monterey 0.006% 0
.0050552%
City King City Monterey 0.005% 0
.0037355%
City Marina Monterey 0.017% 0
.0144098%
City Monterey Monterey 0.041% 0
.0336540%
City Pacific Grove Monterey 0.009% 0
.0074842%
City Salinas Monterey 0.094% 0
.0776576%
City Seaside Monterey 0.023% 0
.0191772%
City Soledad Monterey 0.007% 0
.0060870%
County Napa County Napa 0.288% 0.352% 0
.2994325%
City American Canyon Napa 0.017% 0
.0136869%
City Napa Napa 0.078% 0
.0642783%
County Nevada County Nevada 0.441% 0.539% 0
.4579827%
City Grass Valley Nevada 0.024% 0
.0197805%
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City Truckee Nevada 0.003% 0
.0023843%
County Orange County Orange 4.364% 5.339% 4
.5363576%
City Aliso Viejo Orange 0.014% 0
.0113841%
City Anaheim Orange 0.554% 0.678% 0
.5759282%
City Brea Orange 0.086% 0
.0708897%
City Buena Park Orange 0.087% 0
.0714352%
City Costa Mesa Orange 0.124% 0.152% 0
.1288366%
City Cypress Orange 0.033% 0
.0271937%
City Dana Point Orange 0.001% 0
.0005560%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Fountain Valley Orange 0.055% 0
.0455980%
City Fullerton Orange 0.137% 0.168% 0
.1425744%
City Garden Grove Orange 0.213% 0
.1752482%
City Huntington Beach Orange 0.247% 0.302% 0
.2568420%
City Irvine Orange 0.139% 0.170% 0
.1442350%
City Laguna Beach Orange 0.047% 0.058% 0
.0493043%
City Laguna Hills Orange 0.014% 0
.0115457%
City Laguna Niguel Orange 0.001% 0
.0007071%
City Laguna Woods Orange 0.001% 0
.0006546%
City La Habra Orange 0.060% 0.073% 0
.0621049%
City Lake Forest Orange 0.012% 0
.0101249%
City La Palma Orange 0.012% 0
.0095439%
City Los Alamitos Orange 0.008% 0
.0069190%
City Mission Viejo Orange 0.014% 0
.0117560%
City Newport Beach Orange 0.179% 0
.1470134%
City Orange Orange 0.150% 0
.1231320%
City Placentia Orange 0.029% 0.035% 0
.0298912%
City Rancho Santa Margarita Orange 0.001% 0
.0006296%
City San Clemente Orange 0.008% 0.010% 0
.0086083%
City San Juan Capistrano Orange 0.008% 0
.0065510%
City Santa Ana Orange 0.502% 0.614% 0
.5213866%
City Seal Beach Orange 0.020% 0
.0165891%
City Stanton Orange 0.035% 0
.0291955%
City Tustin Orange 0.073% 0
.0600341%
City Westminster Orange 0.104% 0.127% 0
.1082721%
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City Yorba Linda Orange 0.044% 0
.0362223%
County Placer County Placer 1.045% 1.278% 1
.0861002%
City Auburn Placer 0.017% 0
.0141114%
City Lincoln Placer 0.031% 0
.0255599%
City Rocklin Placer 0.076% 0
.0625485%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Roseville Placer 0.196% 0.1616559%
County Plumas County P
lumas 0.205% 0.251% 0.2128729%
County Riverside County R
iverside 4.534% 5.547% 4.7128296%
City Banning Riverside 0.017% 0.0143848%
City Beaumont Riverside 0.021% 0.0171135%
City Blythe Riverside 0.012% 0.0096714%
City Canyon Lake Riverside 0.000% 0.0001761%
City Cathedral City Riverside 0.067% 0.0553614%
City Coachella Riverside 0.021% 0.0173054%
City Corona Riverside 0.147% 0.1207083%
City Desert Hot Springs Riverside 0.024% 0.0200433%
City Eastvale Riverside 0.000% 0.0002747%
City Hemet Riverside 0.051% 0.0421792%
City Indio Riverside 0.056% 0.0457794%
City Jurupa Valley Riverside 0.001% 0.0008991%
City Lake Elsinore Riverside 0.021% 0.0172949%
City La Quinta Riverside 0.063% 0.0516732%
City Menifee Riverside 0.032% 0.0260909%
City Moreno Valley Riverside 0.137% 0.1130348%
City Murrieta Riverside 0.048% 0.059% 0.0497423%
City Norco Riverside 0.016% 0.0134542%
City Palm Desert Riverside 0.083% 0.0682465%
City Palm Springs Riverside 0.076% 0.0629862%
City Perris Riverside 0.009% 0.0076774%
City Rancho Mirage Riverside 0.052% 0.0431098%
City Riverside Riverside 0.268% 0.2206279%
City San Jacinto Riverside 0.010% 0.0085936%
City Temecula Riverside 0.022% 0.0180086%
City Wildomar Riverside 0.008% 0.0062500%
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County Sacramento County S
acramento 3.797% 4.645% 3.9465887%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Citrus Heights Sacramento 0.057% 0.0465312%
City Elk Grove Sacramento 0.130% 0.1066994%
City Folsom Sacramento 0.108% 0.0890850%
City Galt Sacramento 0.017% 0.0143704%
City Rancho Cordova Sacramento 0.008% 0.0067679%
City Sacramento Sacramento 0.721% 0.882% 0.7496530%
County San Benito County San Benito 0.106% 0.130% 0.1101417% City Hollister San Benito 0.027% 0.0225355%
County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% City Adelanto San Bernardino 0.008% 0.0066640%
City Apple Valley San Bernardino 0.025% 0.0207360%
City Barstow San Bernardino 0.015% 0.0122056%
City Chino San Bernardino 0.064% 0.0525893%
City Chino Hills San Bernardino 0.001% 0.0006388%
City Colton San Bernardino 0.031% 0.0253443%
City Fontana San Bernardino 0.112% 0.0920543%
City Grand Terrace San Bernardino 0.006% 0.0051051%
City Hesperia San Bernardino 0.035% 0.0291522%
City Highland San Bernardino 0.004% 0.0029061%
City Loma Linda San Bernardino 0.009% 0.0071188%
City Montclair San Bernardino 0.039% 0.0322108%
City Ontario San Bernardino 0.179% 0.1472934%
City Rancho Cucamonga San Bernardino 0.084% 0.0689431%
City Redlands San Bernardino 0.057% 0.0469150%
City Rialto San Bernardino 0.073% 0.0603206%
City San Bernardino San Bernardino 0.178% 0.1461880%
City Twentynine Palms San Bernardino 0.002% 0.0012605%
City Upland San Bernardino 0.052% 0.0424460%
City Victorville San Bernardino 0.033% 0.0269400%
City Yucaipa San Bernardino 0.016% 0.0128772%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
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City Yucca Valley San Bernardino 0.003% 0.0021228%
County San Diego County San D
iego 5.706% 6.980% 5.9309748%
City Carlsbad San Diego 0.128% 0.1050485%
City Chula Vista San Diego 0.189% 0.231% 0.1961456%
City Coronado San Diego 0.044% 0.0359095%
City El Cajon San Diego 0.113% 0.0933582%
City Encinitas San Diego 0.061% 0.074% 0.0630289%
City Escondido San Diego 0.145% 0.1192204%
City Imperial Beach San Diego 0.014% 0.0118283%
City La Mesa San Diego 0.055% 0.068% 0.0575593%
City Lemon Grove San Diego 0.022% 0.0183911%
City National City San Diego 0.080% 0.0656808%
City Oceanside San Diego 0.213% 0.1753428%
City Poway San Diego 0.062% 0.0511040%
City San Diego San Diego 1.975% 2.416% 2.0531169%
City San Marcos San Diego 0.089% 0.0733897%
City Santee San Diego 0.033% 0.0268401%
City Solana Beach San Diego 0.017% 0.0138564%
City Vista San Diego 0.052% 0.0425144%
Consolidated San Francisco San F
rancisco 3.026% 3.702% 3.1457169%
County San Joaquin County San J
oaquin 1.680% 2.055% 1.7460399%
City Lathrop San Joaquin 0.009% 0.0075394%
City Lodi San Joaquin 0.053% 0.0439484%
City Manteca San Joaquin 0.054% 0.0443454%
City Ripon San Joaquin 0.013% 0.0104219%
City Stockton San Joaquin 0.313% 0.383% 0.3256176%
City Tracy San Joaquin 0.084% 0.0692047%
County San Luis Obispo County San Luis O
bispo 0.816% 0.999% 0.8484126%
City Arroyo Grande San Luis Obispo 0.024% 0.0199053%
City Atascadero San Luis Obispo 0.029% 0.0240680%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
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County San Mateo County San M
ateo 1.074% 1.313% 1.1159599%
City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa B
arbara 1.132% 1.385% 1.1768968%
City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa C
lara 2.404% 2.941% 2.4987553%
City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0
.0103338%
City Los Gatos Santa Clara 0.013% 0
.0103220%
City Milpitas Santa Clara 0.036% 0
.0298120%
City Morgan Hill Santa Clara 0.015% 0
.0124619%
City Mountain View Santa Clara 0.041% 0
.0334608%
City Palo Alto Santa Clara 0.039% 0
.0323080%
City San Jose Santa Clara 0.294% 0.360% 0
.3054960%
City Santa Clara Santa Clara 0.067% 0
.0549723%
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APPENDIX 1
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City Saratoga Santa Clara 0.004% 0
.0034161%
City Sunnyvale Santa Clara 0.053% 0
.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0
.8135396%
City Capitola Santa Cruz 0.020% 0
.0168191%
City Santa Cruz Santa Cruz 0.143% 0
.1180348%
City Scotts Valley Santa Cruz 0.015% 0
.0126525%
City Watsonville Santa Cruz 0.063% 0
.0520136%
County Shasta County Shasta 1.095% 1.339% 1
.1380191%
City Anderson Shasta 0.024% 0
.0198896%
City Redding Shasta 0.284% 0
.2334841%
City Shasta Lake Shasta 0.004% 0
.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0
.2373393%
County Solano County Solano 0.760% 0
.6260795%
City Benicia Solano 0.031% 0
.0253903%
City Dixon Solano 0.016% 0
.0130849%
City Fairfield Solano 0.109% 0
.0897317%
City Suisun City Solano 0.021% 0
.0176183%
City Vacaville Solano 0.119% 0
.0976497%
City Vallejo Solano 0.167% 0
.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1
.2661290%
City Healdsburg Sonoma 0.032% 0
.0266929%
City Petaluma Sonoma 0.081% 0
.0667507%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County S
tanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
239
APPENDIX 1
13of15
County Sutter County S
utter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County T
ehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County T
rinity 0.082% 0.101% 0.0855476%
County Tulare County T
ulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County T
uolumne 0.486% 0.594% 0.5047621%
County Ventura County V
entura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City O
xnard Ventura 0.156% 0.190% 0
.1617338%
City Port Hueneme Ventura 0.021% 0
.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0
.0702181%
City Santa Paula Ventura 0.014% 0
.0119072%
City Simi Valley Ventura 0.065% 0
.0533043%
City Thousand Oaks Ventura 0.022% 0
.0179902%
County Yolo County Yolo 0.357% 0.437% 0
.3713319%
City Davis Yolo 0.055% 0
.0451747%
City West Sacramento Yolo 0.066% 0
.0544321%
City Woodland Yolo 0.058% 0
.0477904%
County Yuba County Yuba 0.214% 0.262% 0
.2225679%
City Marysville Y
uba 0.014% 0
.0112079%
240
APPENDIX 2

Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Indivior Settlement Agreement and CA Indivior Allocation Agreement, as well as any other limitations imposed by law, use funds that it receives from the Indivior Settlement CA Subdivision Fund to pay a contingent fee to [COUNSEL]. Any such payment from [SUBDIVISION] to [COUNSEL] from [SUBDIVISION’S] CA Subdivision Fund allocation will not exceed [PERCENTAGE NOT TO EXCEED ONE-THIRD OR 5% OUT OF THE 15%] out of the [SUBDIVISION’S] 15% CA Subdivision Fund allocation; provided further that such payments, together with any contingency-fees that [COUNSEL] may receive from the Attorney Fee Fund, will not
exceed a total contingency fee of [PERCENTAGE NOT TO EXCEED 15%] of the total gross recovery of [SUBDIVISION] from the Indivior Settlement Agreement. [COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Indivior Settlement Agreement before seeking or accepting payment under this backstop agreement. [COUNSEL] further certify that they are not seeking and will not accept payment under this backstop agreement of any litigation fees or costs that have been reimbursed through prior settlements or judgments.

The Attorney General is executing this agreement solely because the definition of “State Back- Stop Agreement” in Exhibit R of the Indivior Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
1 241
1 Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – Mylan Settlement

1. Introduction
Pursuant to the Mylan Settlement Agreement, dated as of April 4, 2025, and any revision thereto (the “Mylan Settlement Agreement”), including Section V and Exhibit O, the State of California proposes this agreement (the “CA Mylan Allocation Agreement”) to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections IV and V of the Mylan Settlement Agreement. For the avoidance of doubt, this agreement does not apply to payments made pursuant to Section IX of the Mylan Settlement Agreement.

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

2. Definitions
a) CA Participating Subdivision means a Participating Subdivision that is also (a) a Plaintiff Subdivision and/or (b) a Primary Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts) and/or Exhibit I to the Mylan Settlement Agreement. b) CA Litigating Special District
means a Litigating Special District located in
California. CA Litigating Special Districts include Susanville Elementary School District and Lassen County Office of Education.
c) Plaintiff Subdivision means a Subdivision located in California, other than a CA Litigating Special District, that filed a lawsuit, on behalf of the Subdivision and/or through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. d) Opioid Defendant means any defendant including but not limited to Alvogen, Inc.

Richard S. Sackler, Beverly Sackler, Jonathan Sackler, David Sackler, Marianna Sackler, Theresa Sackler, Ilene Sackler Lefcourt, Dr. Kathe Sackler, and Mortimer D.A. Sackler) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020. 242
2 3. General Terms
This agreement is subject to the requirements of the Mylan Settlement Agreement, as well as applicable law, and the Mylan Settlement Agreement governs over any inconsistent provision of this CA Mylan Allocation Agreement. Terms used in this CA Mylan Allocation Agreement have the same meaning as in the Mylan Settlement Agreement unless otherwise defined herein.

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

This Agreement does not apply to funds received by California1 pursuant to Section IX of the Mylan Settlement Agreement, including payments for Private Attorney Fees and the Additional Remediation Amount.

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

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

B. CA Abatement Accounts Fund
i. Allocation of CA Abatement Accounts Funds
a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as adjusted to reflect only those cities and counties that are eligible, based on population or litigation status, to become a CA Participating Subdivision. The percentage from the CA 1 For purposes of clarity, use of the term “California” refers to the geographic territory of California and the state and its local governments therein. The term “State” or “State of California” refers to the State of California as a governmental unit. 243
3 Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in Appendix 1 in the column entitled abatement percentage (the “Local Allocation”). For the avoidance of doubt, CA Litigating Special Districts and California towns, cities, and counties with a population less than 10,000 are not eligible to receive an allocation of CA Abatement Accounts Funds.
b) A CA Participating Subdivision that is a county, or a city and county, will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision, and will receive payments as provided in the Mylan Settlement Agreement. c) A CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Allocation share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as the county is a CA Participating Subdivision; provided, however, that if a city currently receives direct payment of its share of funds in the National Opioids Settlement with Distributors Cencora, Inc. (f/k/a AmerisourceBergenCorporation), Cardinal Health, Inc., and McKesson Corporation (the “Distributors Settlement”), that city’s Local Allocation amount will be paid directly to the city. If a city later changes or has already changed its distribution election in the Distributors Settlement, that change
in election will apply here, provided that the change
in election is received by the settlement administrator at least 60 days prior to a Payment Date. A Local Allocation share allocated to a city but paid to a county is not required to be spent exclusively for abatement activities in that city, but will become part of the county’s share of the CA Abatement Accounts Funds, which will be used in accordance with Section 4.B.ii (Use of CA Abatement Accounts Funds) and reported on in accordance with Section 4.B.iii (CA Abatement Accounts Fund Oversight). d) A city within a county that is a CA Participating Subdivision may opt in or out of direct payment at any time, and it may also elect direct payment of only a portion of its share, with the remainder going to the county, by providing notice to the Settlement Fund Administrator at least 60 days prior to a Payment Date. For purposes of this CA Mylan Allocation Agreement, the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions.
e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Mylan Settlement Agreement and this CA Mylan Allocation Agreement shall be transferred to the State; provided however, that CA Participating Subdivisions have seven years to expend or encumber CA Abatement Accounts
Funds designated to support capital outlay projects before they must be transferred to the State.
244
4 ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E to the Mylan Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA Participating Subdivision from the Abatement Accounts Fund in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction;
(5) interventions to prevent drug addiction in vulnerable youth, including but not limited to, youth in foster care, juvenile justice-impacted youth, youth experiencing adversities related to socioeconomic status, and unhoused youth; and/or (6) the purchase of naloxone for distribution and efforts to expand access to naloxone for opioid overdose reversals.
c) The California Department of Health Care Services (“DHCS”) may add to this list (but not delete from it) by designating additional High Impact Abatement Activities. DHCS will make reasonable efforts to consult with stakeholders, including the CA Participating Subdivisions, before adding additional High Impact Abatement Activities to this list. d) For the avoidance of doubt, and subject to the requirements of the Mylan Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures, or otherwise work in collaboration with, federal, state, local, tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund. Further, provided that all CA Abatement Accounts Funds are used for Opioid
Remediation consistent with the Mylan Settlement Agreement and this CA Mylan Allocation Agreement, a county and any cities or towns within the county may agree to reallocate their respective shares of the CA Abatement Accounts Funds among themselves, provided that any direct distribution may only be to a CA Participating 245
5 Subdivision and any CA Participating Subdivision must agree to their share being reallocated.
iii. CA Abatement Accounts Fund Oversight
a) Pursuant to Section 5 below, CA Participating Subdivisions receiving settlement funds must prepare and file reports annually regarding the use of those funds. DHCS may regularly review the reports prepared by CA Participating Subdivisions about the use of CA Abatement Accounts Funds for compliance with the Mylan Settlement Agreement and this CA Mylan Allocation Agreement.
b) If DHCS determines that a CA Participating Subdivision’s use of CA Abatement Accounts Funds is inconsistent with the Mylan Settlement Agreement or this CA Mylan Allocation Agreement, whether through review of reports or information from any other sources, DHCS shall send a request to meet and confer with the CA Participating Subdivision. The parties shall meet and confer in an effort to resolve the concern. c) If the parties are unable to reach a resolution, DHCS may conduct an audit of the Subdivision’s use of the CA Abatement Accounts Funds within one year of the request to
meet and confer, unless the parties mutually agree in writing to extend the meet and confer time frame.
d) If the concern still cannot be resolved, the State may bring a motion or action in the court where the State has filed its Consent Judgment to resolve the concern or otherwise enforce the requirements of the Mylan Settlement Agreement or this CA Mylan Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds, more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement.
e) Notwithstanding the foregoing, this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities, or to pursue administrative, civil, or criminal enforcement actions.

C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Mylan Settlement Agreement and this CA Mylan Allocation Agreement, to fund future Opioid Remediation and reimburse past opioid- related expenses, which may include fees and expenses related to litigation. 246
6 However, in no event shall more than one third (5% out of the 15%) of CA Subdivision Funds be used for litigation-related fees and expenses.

A Plaintiff Subdivision may separately agree to use up to one-third (5% out of the 15%) of its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(X), of the Mylan Settlement Agreement and the MDL Fees Order, provided that: (1) such payments, together with any payments to contingency-fee counsel from the Private Attorneys Fee amount related to such Plaintiff Subdivision, do not exceed 15% of a Plaintiff Subdivision’s total gross recovery under this Mylan Settlement Agreement; and (2) the Plaintiff Subdivision certifies that any payments made under a State Back-Stop agreement will be made in accordance with the 95% Opioid Abatement use requirements under Section V(B)(1) of the Mylan Settlement Agreement. Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Mylan Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

To effectuate a State Back-Stop Agreement pursuant to this section, an agreement in the form of Appendix 2 may be entered into by a Plaintiff Subdivision, private counsel, and the California Office of the Attorney General. The California Office of the Attorney General shall, upon the request of
a Plaintiff Subdivision, execute any agreement executed by a Plaintiff Subdivision and its private counsel if it is in the form of Appendix 2. The California Office of the Attorney General will also consider requests from Plaintiff Subdivisions to execute and enter into agreements presented in other forms.

For the avoidance of doubt, this agreement does not require a Plaintiff Subdivision to request or enter into a State Back-Stop Agreement, and no State Back-Stop Agreement shall impose any duty or obligation on the State of California or any of its agencies or officers, including without limitation the Attorney General.
///
247
7 5. State and Subdivision Reporting
a) DHCS will prepare an annual written report regarding the State’s use of funds from the settlement until those funds are fully expended and for one year thereafter. These reports will be made publicly available on the DHCS web site.
b) Each CA Participating Subdivision that receives payments of funds from the settlement will prepare written reports at least annually regarding the use of those funds, until those funds are fully expended and for one year thereafter. These reports will also include a certification that all funds that the CA Participating Subdivision has received through the settlement have been used in compliance with the Mylan Settlement Agreement and this CA Mylan Allocation Agreement. The report will be in a form reasonably determined by DHCS. Prior to specifying the form of the report DHCS will confer with representatives of the Plaintiff Subdivisions.
c) The State and all CA Participating Subdivisions receiving CA Abatement Accounts Funds will track all deposits and expenditures. Each such subdivision is responsible solely for the CA Abatement Accounts Funds it receives. A county is not responsible for oversight, reporting, or monitoring of CA Abatement Accounts Funds received by a city within that county that receives direct payment. Unless otherwise exempt, Subdivisions’ expenditures and uses of CA Abatement Accounts Funds and other Settlement Funds will be subject to the normal budgetary and expenditure process of the Subdivision. d) Each Plaintiff Subdivision receiving CA Subdivision Funds will track all deposits and expenditures, as required by the Mylan Settlement Agreement and this CA Mylan Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from the CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report, the amount and how such funds were used, including if used to pay attorneys’ fees, investigation costs, or litigation costs. Pursuant to Section V(B)(2) of the Mylan Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and Mylan. e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.

6. Miscellaneous
a) The State or any CA Participating Subdivision may bring a motion or action in the court where the State has filed its Consent Judgment to enforce the requirements of this CA Mylan Allocation Agreement. Before filing such a motion or action the State will meet and confer with any CA Participating Subdivision that is the subject of the anticipated motion or action, and vice versa.
b) Except as provided in the Mylan Settlement Agreement, this CA Mylan Allocation Agreement is not
enforceable by any party other than the State and the CA Participating 248
8 Subdivisions. It does not confer any rights or remedies upon, and shall not be enforceable by, any third party.
c) Except as provided in the CA Mylan Allocation Agreement, if any provision of this agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this agreement, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the Mylan Settlement Agreement, this agreement shall be governed by and interpreted in accordance with the laws of California. 249
9 The undersigned, Ontario city, CA, ACKNOWLEDGES acceptance of this Proposed California State- Subdivision Agreement Regarding Distribution and Use of Settlement Funds –Mylan Settlement is a requirement to be an Initial Participating Subdivision in the Mylan Settlement and ACCEPTS this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Mylan Settlement.

Signature: /signer_1_som/
Name: /name_1_som/
Title: /title_1_som/
Date: /date_1_som/
250
APPENDIX 1
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Mylan Settlement, whereas the percentages shown in the Abatement Percentage column should not change.

Regarding the column herein entitled “Weighted Allocation Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the combined and weighted allocation of the Abatement Percentage and the Plaintiff Subdivision Percentage. 251
APPENDIX 1
1of15
100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2
.4237952%
City Alameda Alameda 0.069% 0
.0570162%
City Albany Alameda 0.013% 0
.0107768%
City Berkeley Alameda 0.152% 0
.1249656%
City Dublin Alameda 0.033% 0.040% 0
.0338810%
City Emeryville Alameda 0.023% 0
.0185765%
City Fremont Alameda 0.108% 0
.0888576%
City Hayward Alameda 0.117% 0
.0966218%
City Livermore Alameda 0.054% 0
.0446740%
City Newark Alameda 0.026% 0
.0217626%
City Oakland Alameda 0.486% 0.595% 0
.5055601%
City Piedmont Alameda 0.014% 0
.0114064%
City Pleasanton Alameda 0.067% 0
.0554547%
City San Leandro Alameda 0.039% 0
.0321267%
City Union City Alameda 0.043% 0
.0352484%
County Amador County Amador 0.226% 0.277% 0
.2349885%
County Butte County Butte 1.615% 1.975% 1
.6783178%
City Chico Butte 0.216% 0.264% 0
.2246499%
City Oroville Butte 0.079% 0
.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0
.2351644%
County Colusa County Colusa 0.059% 0
.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2 .1844585%
City Antioch Contra Costa 0.037% 0
.0301879%
City Brentwood Contra Costa 0.026% 0
.0215339%
City Clayton Contra Costa 0.002% 0
.0018060%
City Concord Contra Costa 0.055% 0
.0456676%
City Danville Contra Costa 0.010% 0
.0082255%
City El Cerrito Contra Costa 0.023% 0
.0189024%
City Hercules Contra Costa 0.010% 0
.0078273%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0
.0046030%
252
APPENDIX 1
2of15
City Martinez Contra Costa 0.012% 0
.0098593%
City Moraga Contra Costa 0.004% 0
.0031007%
City Oakley Contra Costa 0.010% 0
.0079416%
City Orinda Contra Costa 0.005% 0
.0038157%
City Pinole Contra Costa 0.013% 0
.0110909%
City Pittsburg Contra Costa 0.053% 0
.0436369%
City Pleasant Hill Contra Costa 0.013% 0
.0106309%
City Richmond Contra Costa 0.146% 0
.1201444%
City San Pablo Contra Costa 0.018% 0
.0148843%
City San Ramon Contra Costa 0.021% 0
.0176459%
City Walnut Creek Contra Costa 0.026% 0
.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0
.1189608%
County El Dorado County El Dorado 0.768% 0.939% 0
.7980034%
City Placerville El Dorado 0.015% 0
.0127642%
City South Lake Tahoe El Dorado 0.081% 0
.0665456%
County Fresno County Fresno 1.895% 2.318% 1
.9693410%
City Clovis Fresno 0.065% 0
.0536211%
City Coalinga Fresno 0.012% 0
.0098554%
City Fresno Fresno 0.397% 0
.3270605%
City Kerman Fresno 0.005% 0
.0042534%
City Kingsburg Fresno 0.008% 0
.0066167%
City Mendota Fresno 0.002% 0
.0019387%
City Orange Cove Fresno 0.004% 0
.0035607%
City Parlier Fresno 0.008% 0
.0069755%
City Reedley Fresno 0.012% 0
.0098804%
City Sanger Fresno 0.018% 0
.0146135%
City Selma Fresno 0.015% 0
.0127537%
County Glenn County Glenn 0.107% 0.131% 0
.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1
.0703185%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0
.0447660%
City Eureka Humboldt 0.117% 0.143% 0
.1216284%
City Fortuna Humboldt 0.032% 0
.0266837%
County Imperial County Imperial 0.258% 0.315% 0
.2679006%
City Brawley Imperial 0.011% 0
.0087986%
253
APPENDIX 1
3of15
City Calexico Imperial 0.019% 0
.0152799%
City El Centro Imperial 0.158% 0
.1302522%
City Imperial Imperial 0.006% 0
.0048791%
County Inyo County Inyo 0.073% 0.089% 0
.0754413%
County Kern County K
ern 2.517% 3.079% 2
.6159145%
City Arvin Kern 0.006% 0
.0046425%
City Bakersfield Kern 0.212% 0
.1747198%
City California City Kern 0.009% 0
.0070820%
City Delano K
ern 0.030% 0
.0249316%
City McFarland Kern 0.003% 0
.0025644%
City Ridgecrest Kern 0.015% 0
.0120938%
City Shafter Kern 0.013% 0
.0103417%
City Tehachapi Kern 0.009% 0
.0073580%
City Wasco Kern 0.008% 0
.0069861%
County Kings County Kings 0.293% 0
.2413469%
City Avenal Kings 0.007% 0
.0056335%
City Corcoran Kings 0.013% 0
.0107032%
City Hanford Kings 0.027% 0
.0226038%
City Lemoore Kings 0.016% 0
.0131900%
County Lake County Lake 0.795% 0
.6545389%
City Clearlake Lake 0.041% 0.050% 0
.0426253%
City Lakeport Lake 0.021% 0.026% 0
.0222964%
County Lassen County Lassen 0.319% 0.391% 0
.3320610%
City Susanville Lassen 0.027% 0
.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 1

4.4437559%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Agoura Hills Los Angeles 0.005% 0.0040024%
City Alhambra Los Angeles 0.042% 0.0343309%
City Arcadia Los Angeles 0.033% 0.0267718%
City Artesia Los Angeles 0.001% 0.0005100%
City Azusa Los Angeles 0.026% 0.0210857%
City Baldwin Park Los Angeles 0.027% 0.0218520%
City Bell Los Angeles 0.008% 0.0068783%
City Bellflower Los Angeles 0.002% 0.0014485%
City Bell Gardens Los Angeles 0.014% 0.0114301%
254
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City Beverly Hills Los Angeles 0.065% 0.0534897%
City Burbank Los Angeles 0.100% 0.0823132%
City Calabasas Los Angeles 0.006% 0.0048948%
City Carson Los Angeles 0
.019% 0.0159805%
City Cerritos Los Angeles 0.005% 0.0039682%
City Claremont Los Angeles 0.010% 0.0082584%
City Commerce Los Angeles 0.000% 0.0002971%
City Compton Los Angeles 0.044% 0.0361882%
City Covina Los Angeles 0.028% 0.0229127%
City Cudahy Los Angeles 0.001% 0.0006020%
City Culver City Los Angeles 0.055% 0.0449894%
City Diamond Bar Los Angeles 0.001% 0.0006993%
City Downey Los Angeles 0.052% 0.0429994%
City Duarte Los Angeles 0.003% 0.0027261%
City El Monte Los Angeles 0.031% 0.038% 0.0318985%
City El Segundo Los Angeles 0.033% 0.0268020%
City Gardena Los Angeles 0.034% 0.0278088%
City Glendale Los Angeles 0.166% 0.1366586%
City Glendora Los Angeles 0.016% 0.0134411%
City Hawaiian Gardens Los Angeles 0.005% 0.0040549%
City Hawthorne Los Angeles 0.050% 0.0407833%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Canada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811 %
255
APPENDIX 1
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City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City San Dimas Los Angeles 0.003% 0.0022016%
City San Fernando Los Angeles 0.013% 0.0104837%
City San Gabriel Los Angeles 0.018% 0.0147726%
City San Marino Los Angeles 0.009% 0.0073791%
City Santa Clarita Los Angeles 0.022% 0.0178167%
City Santa Fe Springs Los Angeles 0.031% 0.0257531%
City Santa Monica Los Angeles 0.158% 0.1298513%
City Sierra Madre Los Angeles 0.006% 0.0048646%
City Signal Hill Los Angeles 0.010% 0.0084884%
City South El Monte Los Angeles 0.005% 0.0039603%
City South Gate Los Angeles 0.020% 0.0166272%
City South Pasadena Los Angeles 0.012% 0.0095334%
City Temple City Los Angeles 0
.005% 0.0039498%
City Torrance Los Angeles 0.112% 0.0919820%
City Walnut Los Angeles 0.006% 0.0047305%
City West Covina Los Angeles 0.049% 0.0404521%
City West Hollywood Los Angeles 0.013% 0.0108517%
256
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City Whittier Los Angeles 0.032% 0.0260581%
County Madera County M
adera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County M
arin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County M
ariposa 0.084% 0.103% 0.0876131%
County Mendocino County M
endocino 0.439% 0.536% 0.4558394%
City Ukiah Mendocino 0.039% 0.0317153%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Merced County Merced 0.551% 0.674% 0
.5724262%
City Atwater Merced 0.024% 0
.0195846%
City Livingston Merced 0.006% 0
.0045873%
City Los Banos Merced 0.020% 0
.0165142%
City Merced Merced 0.061% 0
.0500762%
County Modoc County Modoc 0.065% 0.080% 0
.0678250%
County Mono County Mono 0.023% 0.029% 0
.0242606%
County Monterey County Monterey 0.908% 1.111% 0
.9437083%
City Greenfield Monterey 0.006% 0
.0050552%
City King City Monterey 0.005% 0
.0037355%
City Marina Monterey 0.017% 0
.0144098%
City Monterey Monterey 0.041% 0
.0336540%
City Pacific Grove Monterey 0.009% 0
.0074842%
City Salinas Monterey 0.094% 0
.0776576%
City Seaside Monterey 0.023% 0
.0191772%
City Soledad Monterey 0.007% 0
.0060870%
County Napa County Napa 0.288% 0.352% 0
.2994325%
City American Canyon Napa 0.017% 0
.0136869%
City Napa Napa 0.078% 0
.0642783%
County Nevada County Nevada 0.441% 0.539% 0
.4579827%
City Grass Valley Nevada 0.024% 0
.0197805%
257
APPENDIX 1
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City Truckee Nevada 0.003% 0
.0023843%
County Orange County Orange 4.364% 5.339% 4
.5363576%
City Aliso Viejo Orange 0.014% 0
.0113841%
City Anaheim Orange 0.554% 0.678% 0
.5759282%
City Brea Orange 0.086% 0
.0708897%
City Buena Park Orange 0.087% 0
.0714352%
City Costa Mesa Orange 0.124% 0.152% 0
.1288366%
City Cypress Orange 0.033% 0
.0271937%
City Dana Point Orange 0.001% 0
.0005560%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Fountain Valley Orange 0.055% 0
.0455980%
City Fullerton Orange 0.137% 0.168% 0
.1425744%
City Garden Grove Orange 0.213% 0
.1752482%
City Huntington Beach Orange 0.247% 0.302% 0
.2568420%
City Irvine Orange 0.139% 0.170% 0
.1442350%
City Laguna Beach Orange 0.047% 0.058% 0
.0493043%
City Laguna Hills Orange 0.014% 0
.0115457%
City Laguna Niguel Orange 0.001% 0
.0007071%
City Laguna Woods Orange 0.001% 0
.0006546%
City La Habra Orange 0.060% 0.073% 0
.0621049%
City Lake Forest Orange 0.012% 0
.0101249%
City La Palma Orange 0.012% 0
.0095439%
City Los Alamitos Orange 0.008% 0
.0069190%
City Mission Viejo Orange 0.014% 0
.0117560%
City Newport Beach Orange 0.179% 0
.1470134%
City Orange Orange 0.150% 0
.1231320%
City Placentia Orange 0.029% 0.035% 0
.0298912%
City Rancho Santa Margarita Orange 0.001% 0
.0006296%
City San Clemente Orange 0.008% 0.010% 0
.0086083%
City San Juan Capistrano Orange 0.008% 0
.0065510%
City Santa Ana Orange 0.502% 0.614% 0
.5213866%
City Seal Beach Orange 0.020% 0
.0165891%
City Stanton Orange 0.035% 0
.0291955%
City Tustin Orange 0.073% 0
.0600341%
City Westminster Orange 0.104% 0.127% 0
.1082721%
258
APPENDIX 1
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City Yorba Linda Orange 0.044% 0
.0362223%
County Placer County Placer 1.045% 1.278% 1
.0861002%
City Auburn Placer 0.017% 0
.0141114%
City Lincoln Placer 0.031% 0
.0255599%
City Rocklin Placer 0.076% 0
.0625485%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Roseville Placer 0.196% 0.1616559%
County Plumas County P
lumas 0.205% 0.251% 0.2128729%
County Riverside County R
iverside 4.534% 5.547% 4.7128296%
City Banning Riverside 0.017% 0.0143848%
City Beaumont Riverside 0.021% 0.0171135%
City Blythe Riverside 0.012% 0.0096714%
City Canyon Lake Riverside 0.000% 0.0001761%
City Cathedral City Riverside 0.067% 0.0553614%
City Coachella Riverside 0.021% 0.0173054%
City Corona Riverside 0.147% 0.1207083%
City Desert Hot Springs Riverside 0.024% 0.0200433%
City Eastvale Riverside 0.000% 0.0002747%
City Hemet Riverside 0.051% 0.0421792%
City Indio Riverside 0.056% 0.0457794%
City Jurupa Valley Riverside 0.001% 0.0008991%
City Lake Elsinore Riverside 0.021% 0.0172949%
City La Quinta Riverside 0.063% 0.0516732%
City Menifee Riverside 0.032% 0.0260909%
City Moreno Valley Riverside 0.137% 0.1130348%
City Murrieta Riverside 0.048% 0.059% 0.0497423%
City Norco Riverside 0.016% 0.0134542%
City Palm Desert Riverside 0.083% 0.0682465%
City Palm Springs Riverside 0.076% 0.0629862%
City Perris Riverside 0.009% 0.0076774%
City Rancho Mirage Riverside 0.052% 0.0431098%
City Riverside Riverside 0.268% 0.2206279%
City San Jacinto Riverside 0.010% 0.0085936%
City Temecula Riverside 0.022% 0.0180086%
City Wildomar Riverside 0.008% 0.0062500%
259
APPENDIX 1
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County Sacramento County S
acramento 3.797% 4.645% 3.9465887%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Citrus Heights Sacramento 0.057% 0.0465312%
City Elk Grove Sacramento 0.130% 0.1066994%
City Folsom Sacramento 0.108% 0.0890850%
City Galt Sacramento 0.017% 0.0143704%
City Rancho Cordova Sacramento 0.008% 0.0067679%
City Sacramento Sacramento 0.721% 0.882% 0.7496530%
County San Benito County San Benito 0.106% 0.130% 0.1101417% City Hollister San Benito 0.027% 0.0225355%
County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% City Adelanto San Bernardino 0.008% 0.0066640%
City Apple Valley San Bernardino 0.025% 0.0207360%
City Barstow San Bernardino 0.015% 0.0122056%
City Chino San Bernardino 0.064% 0.0525893%
City Chino Hills San Bernardino 0.001% 0.0006388%
City Colton San Bernardino 0.031% 0.0253443%
City Fontana San Bernardino 0.112% 0.0920543%
City Grand Terrace San Bernardino 0.006% 0.0051051%
City Hesperia San Bernardino 0.035% 0.0291522%
City Highland San Bernardino 0.004% 0.0029061%
City Loma Linda San Bernardino 0.009% 0.0071188%
City Montclair San Bernardino 0.039% 0.0322108%
City Ontario San Bernardino 0.179% 0.1472934%
City Rancho Cucamonga San Bernardino 0.084% 0.0689431%
City Redlands San Bernardino 0.057% 0.0469150%
City Rialto San Bernardino 0.073% 0.0603206%
City San Bernardino San Bernardino 0.178% 0.1461880%
City Twentynine Palms San Bernardino 0.002% 0.0012605%
City Upland San Bernardino 0.052% 0.0424460%
City Victorville San Bernardino 0.033% 0.0269400%
City Yucaipa San Bernardino 0.016% 0.0128772%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
260
APPENDIX 1
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City Yucca Valley San Bernardino 0.003% 0.0021228%
County San Diego County San D
iego 5.706% 6.980% 5.9309748%
City Carlsbad San Diego 0.128% 0.1050485%
City Chula Vista San Diego 0.189% 0.231% 0.1961456%
City Coronado San Diego 0.044% 0.0359095%
City El Cajon San Diego 0.113% 0.0933582%
City Encinitas San Diego 0.061% 0.074% 0.0630289%
City Escondido San Diego 0.145% 0.1192204%
City Imperial Beach San Diego 0.014% 0.0118283%
City La Mesa San Diego 0.055% 0.068% 0.0575593%
City Lemon Grove San Diego 0.022% 0.0183911%
City National City San Diego 0.080% 0.0656808%
City Oceanside San Diego 0.213% 0.1753428%
City Poway San Diego 0.062% 0.0511040%
City San Diego San Diego 1.975% 2.416% 2.0531169%
City San Marcos San Diego 0.089% 0.0733897%
City Santee San Diego 0.033% 0.0268401%
City Solana Beach San Diego 0.017% 0.0138564%
City Vista San Diego 0.052% 0.0425144%
Consolidated San Francisco San F
rancisco 3.026% 3.702% 3.1457169%
County San Joaquin County San J
oaquin 1.680% 2.055% 1.7460399%
City Lathrop San Joaquin 0.009% 0.0075394%
City Lodi San Joaquin 0.053% 0.0439484%
City Manteca San Joaquin 0.054% 0.0443454%
City Ripon San Joaquin 0.013% 0.0104219%
City Stockton San Joaquin 0.313% 0.383% 0.3256176%
City Tracy San Joaquin 0.084% 0.0692047%
County San Luis Obispo County San Luis O
bispo 0.816% 0.999% 0.8484126%
City Arroyo Grande San Luis Obispo 0.024% 0.0199053%
City Atascadero San Luis Obispo 0.029% 0.0240680%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
261
APPENDIX 1
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County San Mateo County San M
ateo 1.074% 1.313% 1.1159599%
City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa B
arbara 1.132% 1.385% 1.1768968%
City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa C
lara 2.404% 2.941% 2.4987553%
City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0
.0103338%
City Los Gatos Santa Clara 0.013% 0
.0103220%
City Milpitas Santa Clara 0.036% 0
.0298120%
City Morgan Hill Santa Clara 0.015% 0
.0124619%
City Mountain View Santa Clara 0.041% 0
.0334608%
City Palo Alto Santa Clara 0.039% 0
.0323080%
City San Jose Santa Clara 0.294% 0.360% 0
.3054960%
City Santa Clara Santa Clara 0.067% 0
.0549723%
262
APPENDIX 1
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City Saratoga Santa Clara 0.004% 0
.0034161%
City Sunnyvale Santa Clara 0.053% 0
.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0
.8135396%
City Capitola Santa Cruz 0.020% 0
.0168191%
City Santa Cruz Santa Cruz 0.143% 0
.1180348%
City Scotts Valley Santa Cruz 0.015% 0
.0126525%
City Watsonville Santa Cruz 0.063% 0
.0520136%
County Shasta County Shasta 1.095% 1.339% 1
.1380191%
City Anderson Shasta 0.024% 0
.0198896%
City Redding Shasta 0.284% 0
.2334841%
City Shasta Lake Shasta 0.004% 0
.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0
.2373393%
County Solano County Solano 0.760% 0
.6260795%
City Benicia Solano 0.031% 0
.0253903%
City Dixon Solano 0.016% 0
.0130849%
City Fairfield Solano 0.109% 0
.0897317%
City Suisun City Solano 0.021% 0
.0176183%
City Vacaville Solano 0.119% 0
.0976497%
City Vallejo Solano 0.167% 0
.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1
.2661290%
City Healdsburg Sonoma 0.032% 0
.0266929%
City Petaluma Sonoma 0.081% 0
.0667507%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County S
tanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
263
APPENDIX 1
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County Sutter County S
utter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County T
ehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County T
rinity 0.082% 0.101% 0.0855476%
County Tulare County T
ulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County T
uolumne 0.486% 0.594% 0.5047621%
County Ventura County V
entura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City O
xnard Ventura 0.156% 0.190% 0
.1617338%
City Port Hueneme Ventura 0.021% 0
.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0
.0702181%
City Santa Paula Ventura 0.014% 0
.0119072%
City Simi Valley Ventura 0.065% 0
.0533043%
City Thousand Oaks Ventura 0.022% 0
.0179902%
County Yolo County Yolo 0.357% 0.437% 0
.3713319%
City Davis Yolo 0.055% 0
.0451747%
City West Sacramento Yolo 0.066% 0
.0544321%
City Woodland Yolo 0.058% 0
.0477904%
County Yuba County Yuba 0.214% 0.262% 0
.2225679%
City Marysville Y
uba 0.014% 0
.0112079%
264
APPENDIX 2

Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Mylan Settlement Agreement and CA Mylan Allocation Agreement, as well as any other limitations imposed by law, use funds that it receives from the Mylan Settlement CA Subdivision Fund to pay a contingent fee to [COUNSEL]. Any such payment from [SUBDIVISION] to [COUNSEL] from [SUBDIVISION’S] CA Subdivision Fund allocation will not exceed [PERCENTAGE NOT TO EXCEED ONE-THIRD OR 5% OUT OF THE 15%] out of the [SUBDIVISION’S] 15% CA Subdivision Fund allocation; provided further that such payments, together with any contingency-fees that [COUNSEL] may receive from the Attorney Fee Fund will not exceed a
total contingency fee of [PERCENTAGE NOT TO EXCEED 15%] of the total gross recovery of [SUBDIVISION] from the Mylan Settlement Agreement. [COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Mylan Settlement Agreement before seeking or accepting payment under this backstop agreement. [COUNSEL] further certify that they are not seeking and will not accept payment under this backstop agreement of any litigation fees or costs that have been reimbursed through prior settlements or judgments.

The Attorney General is executing this agreement solely because the definition of “State Back- Stop Agreement” in Exhibit R of the Mylan Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
1 265
1 Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – Sun Settlement

1. Introduction
Pursuant to the Sun Settlement Agreement, dated as of April 4, 2025, and any revision thereto (the “Sun Settlement Agreement”), including Section VI and Exhibit O, the State of California proposes this agreement (the “CA Sun Allocation Agreement”) to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections V and VI of the Sun Settlement Agreement. For the avoidance of doubt, this agreement does not apply to payments made pursuant to Section X of the Sun Settlement Agreement.

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

2. Definitions
a) CA Participating Subdivision means a Participating Subdivision that is also (a) a Plaintiff Subdivision and/or (b) a Primary Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts) and/or Exhibit I to the Sun Settlement Agreement. b) CA Litigating Special District means a Litigating Special District located in California.
c) Plaintiff Subdivision means a Subdivision located in California, other than a CA Litigating Special District, that filed a lawsuit, on behalf of the Subdivision and/or through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. d) Opioid Defendant means any defendant including but not limited to Alvogen, Inc.

Amneal Pharmaceuticals LLC;
Apotex Corp., Hikma Pharmaceuticals USA Inc. f/k/a
West-Ward Pharmaceuticals Corp.; Indivior Inc.; Viatris Inc. (“Mylan”); Sun Pharmaceutical Industries, Inc.; Zydus Pharmaceuticals (USA) Inc.; Kroger Co., Teva Pharmaceutical Industries Ltd., Allergan Finance, LLC, Allergan Limited, CVS Health Corporation, CVS Pharmacy, Inc., Walgreen Co., Walmart Inc., Johnson & Johnson, Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health, Inc., Cencora, Inc. f/k/a AmerisourceBergen Corporation, McKesson Corporation, Dr.

Richard S. Sackler, Beverly Sackler, Jonathan Sackler, David Sackler, Marianna Sackler, Theresa Sackler, Ilene Sackler Lefcourt, Dr. Kathe Sackler, and Mortimer D.A. Sackler) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020. 266
2 3. General Terms
This agreement is subject to the requirements of the Sun Settlement Agreement, as well as applicable law, and the Sun Settlement Agreement governs over any inconsistent provision of this CA Sun Allocation Agreement. Terms used in this CA Sun Allocation Agreement have the same meaning as in the Sun Settlement Agreement unless otherwise defined herein.

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

This Agreement does not apply to funds received by California1 pursuant to Section X of the Sun Settlement Agreement, including payments for Private Attorney Fees and the Additional Remediation Amount.

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

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

B. CA Abatement Accounts Fund
i. Allocation of CA Abatement Accounts Funds
a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as adjusted to reflect only those cities and counties that are eligible, based on population or litigation status, to become a CA Participating Subdivision. The percentage from the CA Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in 1 For purposes of clarity, use of the term “California” refers to the geographic territory of California and the state and its local governments therein. The term “State” or “State of California” refers to the State of California as a governmental unit. 267
3 Appendix 1 in the column entitled abatement percentage (the “Local Allocation”). For the avoidance of doubt, CA Litigating Special Districts and California towns, cities, and counties with a population less than 10,000 are not eligible to receive an allocation of CA Abatement Accounts Funds.
b) A CA Participating Subdivision that is a county, or a city and county, will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision, and will receive payments as provided in the Sun Settlement Agreement. c) A CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Allocation share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as the county is a CA Participating Subdivision; provided, however, that if a city currently receives direct payment of its share of funds in the National Opioids Settlement with Distributors Cencora, Inc. (f/k/a AmerisourceBergenCorporation), Cardinal Health, Inc., and McKesson Corporation (the “Distributors Settlement”), that city’s Local Allocation amount will be paid directly to the city. If a city later changes or has already changed its distribution election in the Distributors Settlement, that change
in election will apply here, provided that the change
in election is received by the settlement administrator at least 60 days prior to a Payment Date. A Local Allocation share allocated to a city but paid to a county is not required to be spent exclusively for abatement activities in that city, but will become part of the county’s share of the CA Abatement Accounts Funds, which will be used in accordance with Section 4.B.ii (Use of CA Abatement Accounts Funds) and reported on in accordance with Section 4.B.iii (CA Abatement Accounts Fund Oversight). d) A city within a county that is a CA Participating Subdivision may opt in or out of direct payment at any time, and it may also elect direct payment of only a portion of its share, with the remainder going to the county, by providing notice to the Settlement Fund Administrator at least 60 days prior to a Payment Date. For purposes of this CA Sun Allocation Agreement, the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions.
e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Sun Settlement Agreement and this CA Sun Allocation Agreement shall be transferred to the State; provided however, that CA Participating Subdivisions have seven years to expend or encumber CA Abatement Accounts Funds designated to support capital outlay projects before they must be transferred to the State.
268
4 ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E to the Sun Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA Participating Subdivision from the Abatement Accounts Fund in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction;
(5) interventions to prevent drug addiction in vulnerable youth, including but not limited to, youth in foster care, juvenile justice-impacted youth, youth experiencing adversities related to socioeconomic status, and unhoused youth; and/or (6) the purchase of naloxone for distribution and efforts to expand access to naloxone for opioid overdose reversals.
c) The California Department of Health Care Services (“DHCS”) may add to this list (but not delete from it) by designating additional High Impact Abatement Activities. DHCS will make reasonable efforts to consult with stakeholders, including the CA Participating Subdivisions, before adding additional High Impact Abatement Activities to this list. d) For the avoidance of doubt, and subject to the requirements of the Sun Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures, or otherwise work in collaboration with, federal, state, local, tribal or private sector entities in
pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund. Further, provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Sun Settlement Agreement and this CA Sun Allocation Agreement, a county and any cities or towns within the county may agree to reallocate their respective shares of the CA Abatement Accounts Funds among themselves, provided that any direct distribution may only be to a CA Participating 269
5 Subdivision and any CA Participating Subdivision must agree to their share being reallocated.
iii. CA Abatement Accounts Fund Oversight
a) Pursuant to Section 5 below, CA Participating Subdivisions receiving settlement funds must prepare and file reports annually regarding the use of those funds. DHCS may regularly review the reports prepared by CA Participating Subdivisions about the use of CA Abatement Accounts Funds for compliance with the Sun Settlement Agreement and this CA Sun Allocation Agreement.
b) If DHCS determines that a CA Participating Subdivision’s use of CA Abatement Accounts Funds is inconsistent with the Sun Settlement Agreement or this CA Sun Allocation Agreement, whether through review of reports or information from any other sources, DHCS shall send a request to meet and confer with the CA Participating Subdivision. The parties shall meet and confer in an effort to resolve the concern. c) If the parties are unable to reach a resolution, DHCS may conduct an audit of the Subdivision’s use of the CA Abatement Accounts Funds within one year of the request to meet and confer, unless the parties mutually agree in writing to extend the meet and confer time frame.
d) If the concern still cannot be resolved, the State may bring a motion or action in the court where the State has filed its Consent Judgment to resolve the concern or otherwise enforce the requirements of the Sun Settlement Agreement or this CA Sun Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds, more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement. e) Notwithstanding the foregoing, this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities, or to pursue administrative, civil, or criminal enforcement actions.

C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Sun Settlement Agreement and this CA Sun Allocation Agreement, to fund future Opioid Remediation and reimburse past opioid- related expenses, which may include fees and expenses related to litigation. 270
6 However, in no event shall more than one third (5% out of the 15%) of CA Subdivision Funds be used for litigation-related fees and expenses.

A Plaintiff Subdivision may separately agree to use up to one-third (5% out of the 15%) of its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(Y), of the Sun Settlement Agreement and the MDL Fees Order, provided that: (1) such payments, together with any payments to contingency-fee counsel from the Private Attorneys Fee amount related to such Plaintiff Subdivision, do not exceed 15% of a Plaintiff Subdivision’s total gross recovery under this Sun Settlement Agreement; and (2) the Plaintiff Subdivision certifies that any payments made under a State Back-Stop agreement will be made in accordance with the 95% Opioid Abatement use requirements under Section VI(B)(1) of the Sun Settlement Agreement. Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Sun Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

To effectuate a State Back-Stop Agreement pursuant to this section, an agreement in the form of Appendix 2 may be entered into by a Plaintiff Subdivision, private counsel, and the California Office of the Attorney General. The California Office of the Attorney General shall, upon the request of a Plaintiff Subdivision, execute any agreement executed by a Plaintiff Subdivision and
its private counsel if it is in the form of Appendix 2. The California Office of the Attorney General will also consider requests from Plaintiff Subdivisions to execute and enter into agreements presented in other forms.

For the avoidance of doubt, this agreement does not require a Plaintiff Subdivision to request or enter into a State Back-Stop Agreement, and no State Back-Stop Agreement shall impose any duty or obligation on the State of California or any of its agencies or officers, including without limitation the Attorney General.
///
271
7 5. State and Subdivision Reporting
a) DHCS will prepare an annual written report regarding the State’s use of funds from the settlement until those funds are fully expended and for one year thereafter. These reports will be made publicly available on the DHCS web site.
b) Each CA Participating Subdivision that receives payments of funds from the settlement will prepare written reports at least annually regarding the use of those funds, until those funds are fully expended and for one year thereafter. These reports will also include a certification that all funds that the CA Participating Subdivision has received through the settlement have been used in compliance with the Sun Settlement Agreement and this CA Sun Allocation Agreement. The report will be in a form reasonably determined by DHCS. Prior to specifying the form of the report DHCS will confer with representatives of the Plaintiff Subdivisions.
c) The State and all CA Participating Subdivisions receiving CA Abatement Accounts Funds will track all deposits and expenditures. Each such subdivision is responsible solely for the CA Abatement Accounts Funds it receives. A county is not responsible for oversight, reporting, or monitoring of CA Abatement Accounts Funds received by a city within that county that receives direct payment. Unless otherwise exempt, Subdivisions’ expenditures and uses of CA Abatement Accounts Funds and other Settlement Funds will be subject to the normal budgetary and expenditure process of the Subdivision. d) Each Plaintiff Subdivision receiving CA Subdivision Funds will track all deposits and expenditures, as required by the Sun Settlement Agreement and this CA Sun Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from the CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report, the amount and how such funds were used, including if used to pay attorneys’ fees, investigation costs, or litigation costs. Pursuant to Section VI(B)(2) of the Sun Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and Sun.
e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.

6. Miscellaneous
a) The State or any CA Participating Subdivision may bring a motion or action in the court where the State has filed its Consent Judgment to enforce the requirements of this CA Sun Allocation Agreement. Before filing such a motion or action the State will meet and confer with any CA Participating Subdivision
that is the subject of the anticipated motion
or action, and vice versa.
b) Except as provided in the Sun Settlement Agreement, this CA Sun Allocation Agreement is not enforceable by any party other than the State and the CA Participating 272
8 Subdivisions. It does not confer any rights or remedies upon, and shall not be enforceable by, any third party.
c) Except as provided in the CA Sun Allocation Agreement, if any provision of this agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this agreement, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the Sun Settlement Agreement, this agreement shall be governed by and interpreted in accordance with the laws of California. 273
9 The undersigned, Ontario city, CA, ACKNOWLEDGES acceptance of this Proposed California State- Subdivision Agreement Regarding Distribution and Use of Settlement Funds –Sun Settlement is a requirement to be an Initial Participating Subdivision in the Sun Settlement and ACCEPTS this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds –Sun Settlement.

Signature: /signer_1_som/
Name: /name_1_som/
Title: /title_1_som/
Date: /date_1_som/
274
APPENDIX 1
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Sun Settlement, whereas the percentages shown in the Abatement Percentage column should not change.

Regarding the column herein entitled “Weighted Allocation Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the combined and weighted allocation of the Abatement Percentage and the Plaintiff Subdivision Percentage. 275
APPENDIX 1
1of15
100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Alameda County Alameda 2.332% 2.853% 2
.4237952%
City Alameda Alameda 0.069% 0
.0570162%
City Albany Alameda 0.013% 0
.0107768%
City Berkeley Alameda 0.152% 0
.1249656%
City Dublin Alameda 0.033% 0.040% 0
.0338810%
City Emeryville Alameda 0.023% 0
.0185765%
City Fremont Alameda 0.108% 0
.0888576%
City Hayward Alameda 0.117% 0
.0966218%
City Livermore Alameda 0.054% 0
.0446740%
City Newark Alameda 0.026% 0
.0217626%
City Oakland Alameda 0.486% 0.595% 0
.5055601%
City Piedmont Alameda 0.014% 0
.0114064%
City Pleasanton Alameda 0.067% 0
.0554547%
City San Leandro Alameda 0.039% 0
.0321267%
City Union City Alameda 0.043% 0
.0352484%
County Amador County Amador 0.226% 0.277% 0
.2349885%
County Butte County Butte 1.615% 1.975% 1
.6783178%
City Chico Butte 0.216% 0.264% 0
.2246499%
City Oroville Butte 0.079% 0
.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0
.2351644%
County Colusa County Colusa 0.059% 0
.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2 .1844585%
City Antioch Contra Costa 0.037% 0
.0301879%
City Brentwood Contra Costa 0.026% 0
.0215339%
City Clayton Contra Costa 0.002% 0
.0018060%
City Concord Contra Costa 0.055% 0
.0456676%
City Danville Contra Costa 0.010% 0
.0082255%
City El Cerrito Contra Costa 0.023% 0
.0189024%
City Hercules Contra Costa 0.010% 0
.0078273%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Lafayette Contra Costa 0.006% 0
.0046030%
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APPENDIX 1
2of15
City Martinez Contra Costa 0.012% 0
.0098593%
City Moraga Contra Costa 0.004% 0
.0031007%
City Oakley Contra Costa 0.010% 0
.0079416%
City Orinda Contra Costa 0.005% 0
.0038157%
City Pinole Contra Costa 0.013% 0
.0110909%
City Pittsburg Contra Costa 0.053% 0
.0436369%
City Pleasant Hill Contra Costa 0.013% 0
.0106309%
City Richmond Contra Costa 0.146% 0
.1201444%
City San Pablo Contra Costa 0.018% 0
.0148843%
City San Ramon Contra Costa 0.021% 0
.0176459%
City Walnut Creek Contra Costa 0.026% 0
.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0
.1189608%
County El Dorado County El Dorado 0.768% 0.939% 0
.7980034%
City Placerville El Dorado 0.015% 0
.0127642%
City South Lake Tahoe El Dorado 0.081% 0
.0665456%
County Fresno County Fresno 1.895% 2.318% 1
.9693410%
City Clovis Fresno 0.065% 0
.0536211%
City Coalinga Fresno 0.012% 0
.0098554%
City Fresno Fresno 0.397% 0
.3270605%
City Kerman Fresno 0.005% 0
.0042534%
City Kingsburg Fresno 0.008% 0
.0066167%
City Mendota Fresno 0.002% 0
.0019387%
City Orange Cove Fresno 0.004% 0
.0035607%
City Parlier Fresno 0.008% 0
.0069755%
City Reedley Fresno 0.012% 0
.0098804%
City Sanger Fresno 0.018% 0
.0146135%
City Selma Fresno 0.015% 0
.0127537%
County Glenn County Glenn 0.107% 0.131% 0
.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1
.0703185%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Arcata Humboldt 0.054% 0
.0447660%
City Eureka Humboldt 0.117% 0.143% 0
.1216284%
City Fortuna Humboldt 0.032% 0
.0266837%
County Imperial County Imperial 0.258% 0.315% 0
.2679006%
City Brawley Imperial 0.011% 0
.0087986%
277
APPENDIX 1
3of15
City Calexico Imperial 0.019% 0
.0152799%
City El Centro Imperial 0.158% 0
.1302522%
City Imperial Imperial 0.006% 0
.0048791%
County Inyo County Inyo 0.073% 0.089% 0
.0754413%
County Kern County K
ern 2.517% 3.079% 2
.6159145%
City Arvin Kern 0.006% 0
.0046425%
City Bakersfield Kern 0.212% 0
.1747198%
City California City Kern 0.009% 0
.0070820%
City Delano K
ern 0.030% 0
.0249316%
City McFarland Kern 0.003% 0
.0025644%
City Ridgecrest Kern 0.015% 0
.0120938%
City Shafter Kern 0.013% 0
.0103417%
City Tehachapi Kern 0.009% 0
.0073580%
City Wasco Kern 0.008% 0
.0069861%
County Kings County Kings 0.293% 0
.2413469%
City Avenal Kings 0.007% 0
.0056335%
City Corcoran Kings 0.013% 0
.0107032%
City Hanford Kings 0.027% 0
.0226038%
City Lemoore Kings 0.016% 0
.0131900%
County Lake County Lake 0.795% 0
.6545389%
City Clearlake Lake 0.041% 0.050% 0
.0426253%
City Lakeport Lake 0.021% 0.026% 0
.0222964%
County Lassen County Lassen 0.319% 0.391% 0
.3320610%
City Susanville Lassen 0.027% 0
.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 1

4.4437559%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Agoura Hills Los Angeles 0.005% 0.0040024%
City Alhambra Los Angeles 0.042% 0.0343309%
City Arcadia Los Angeles 0.033% 0.0267718%
City Artesia Los Angeles 0.001% 0.0005100%
City Azusa Los Angeles 0.026% 0.0210857%
City Baldwin Park Los Angeles 0.027% 0.0218520%
City Bell Los Angeles 0.008% 0.0068783%
City Bellflower Los Angeles 0.002% 0.0014485%
City Bell Gardens Los Angeles 0.014% 0.0114301%
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City Beverly Hills Los Angeles 0.065% 0.0534897%
City Burbank Los Angeles 0.100% 0.0823132%
City Calabasas Los Angeles 0.006% 0.0048948%
City Carson Los Angeles 0
.019% 0.0159805%
City Cerritos Los Angeles 0.005% 0.0039682%
City Claremont Los Angeles 0.010% 0.0082584%
City Commerce Los Angeles 0.000% 0.0002971%
City Compton Los Angeles 0.044% 0.0361882%
City Covina Los Angeles 0.028% 0.0229127%
City Cudahy Los Angeles 0.001% 0.0006020%
City Culver City Los Angeles 0.055% 0.0449894%
City Diamond Bar Los Angeles 0.001% 0.0006993%
City Downey Los Angeles 0.052% 0.0429994%
City Duarte Los Angeles 0.003% 0.0027261%
City El Monte Los Angeles 0.031% 0.038% 0.0318985%
City El Segundo Los Angeles 0.033% 0.0268020%
City Gardena Los Angeles 0.034% 0.0278088%
City Glendale Los Angeles 0.166% 0.1366586%
City Glendora Los Angeles 0.016% 0.0134411%
City Hawaiian Gardens Los Angeles 0.005% 0.0040549%
City Hawthorne Los Angeles 0.050% 0.0407833%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Canada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811 %
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City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City San Dimas Los Angeles 0.003% 0.0022016%
City San Fernando Los Angeles 0.013% 0.0104837%
City San Gabriel Los Angeles 0.018% 0.0147726%
City San Marino Los Angeles 0.009% 0.0073791%
City Santa Clarita Los Angeles 0.022% 0.0178167%
City Santa Fe Springs Los Angeles 0.031% 0.0257531%
City Santa Monica Los Angeles 0.158% 0.1298513%
City Sierra Madre Los Angeles 0.006% 0.0048646%
City Signal Hill Los Angeles 0.010% 0.0084884%
City South El Monte Los Angeles 0.005% 0.0039603%
City South Gate Los Angeles 0.020% 0.0166272%
City South Pasadena Los Angeles 0.012% 0.0095334%
City Temple City Los Angeles 0
.005% 0.0039498%
City Torrance Los Angeles 0.112% 0.0919820%
City Walnut Los Angeles 0.006% 0.0047305%
City West Covina Los Angeles 0.049% 0.0404521%
City West Hollywood Los Angeles 0.013% 0.0108517%
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City Whittier Los Angeles 0.032% 0.0260581%
County Madera County M
adera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County M
arin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County M
ariposa 0.084% 0.103% 0.0876131%
County Mendocino County M
endocino 0.439% 0.536% 0.4558394%
City Ukiah Mendocino 0.039% 0.0317153%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
County Merced County Merced 0.551% 0.674% 0
.5724262%
City Atwater Merced 0.024% 0
.0195846%
City Livingston Merced 0.006% 0
.0045873%
City Los Banos Merced 0.020% 0
.0165142%
City Merced Merced 0.061% 0
.0500762%
County Modoc County Modoc 0.065% 0.080% 0
.0678250%
County Mono County Mono 0.023% 0.029% 0
.0242606%
County Monterey County Monterey 0.908% 1.111% 0
.9437083%
City Greenfield Monterey 0.006% 0
.0050552%
City King City Monterey 0.005% 0
.0037355%
City Marina Monterey 0.017% 0
.0144098%
City Monterey Monterey 0.041% 0
.0336540%
City Pacific Grove Monterey 0.009% 0
.0074842%
City Salinas Monterey 0.094% 0
.0776576%
City Seaside Monterey 0.023% 0
.0191772%
City Soledad Monterey 0.007% 0
.0060870%
County Napa County Napa 0.288% 0.352% 0
.2994325%
City American Canyon Napa 0.017% 0
.0136869%
City Napa Napa 0.078% 0
.0642783%
County Nevada County Nevada 0.441% 0.539% 0
.4579827%
City Grass Valley Nevada 0.024% 0
.0197805%
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City Truckee Nevada 0.003% 0
.0023843%
County Orange County Orange 4.364% 5.339% 4
.5363576%
City Aliso Viejo Orange 0.014% 0
.0113841%
City Anaheim Orange 0.554% 0.678% 0
.5759282%
City Brea Orange 0.086% 0
.0708897%
City Buena Park Orange 0.087% 0
.0714352%
City Costa Mesa Orange 0.124% 0.152% 0
.1288366%
City Cypress Orange 0.033% 0
.0271937%
City Dana Point Orange 0.001% 0
.0005560%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Fountain Valley Orange 0.055% 0
.0455980%
City Fullerton Orange 0.137% 0.168% 0
.1425744%
City Garden Grove Orange 0.213% 0
.1752482%
City Huntington Beach Orange 0.247% 0.302% 0
.2568420%
City Irvine Orange 0.139% 0.170% 0
.1442350%
City Laguna Beach Orange 0.047% 0.058% 0
.0493043%
City Laguna Hills Orange 0.014% 0
.0115457%
City Laguna Niguel Orange 0.001% 0
.0007071%
City Laguna Woods Orange 0.001% 0
.0006546%
City La Habra Orange 0.060% 0.073% 0
.0621049%
City Lake Forest Orange 0.012% 0
.0101249%
City La Palma Orange 0.012% 0
.0095439%
City Los Alamitos Orange 0.008% 0
.0069190%
City Mission Viejo Orange 0.014% 0
.0117560%
City Newport Beach Orange 0.179% 0
.1470134%
City Orange Orange 0.150% 0
.1231320%
City Placentia Orange 0.029% 0.035% 0
.0298912%
City Rancho Santa Margarita Orange 0.001% 0
.0006296%
City San Clemente Orange 0.008% 0.010% 0
.0086083%
City San Juan Capistrano Orange 0.008% 0
.0065510%
City Santa Ana Orange 0.502% 0.614% 0
.5213866%
City Seal Beach Orange 0.020% 0
.0165891%
City Stanton Orange 0.035% 0
.0291955%
City Tustin Orange 0.073% 0
.0600341%
City Westminster Orange 0.104% 0.127% 0
.1082721%
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City Yorba Linda Orange 0.044% 0
.0362223%
County Placer County Placer 1.045% 1.278% 1
.0861002%
City Auburn Placer 0.017% 0
.0141114%
City Lincoln Placer 0.031% 0
.0255599%
City Rocklin Placer 0.076% 0
.0625485%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Roseville Placer 0.196% 0.1616559%
County Plumas County P
lumas 0.205% 0.251% 0.2128729%
County Riverside County R
iverside 4.534% 5.547% 4.7128296%
City Banning Riverside 0.017% 0.0143848%
City Beaumont Riverside 0.021% 0.0171135%
City Blythe Riverside 0.012% 0.0096714%
City Canyon Lake Riverside 0.000% 0.0001761%
City Cathedral City Riverside 0.067% 0.0553614%
City Coachella Riverside 0.021% 0.0173054%
City Corona Riverside 0.147% 0.1207083%
City Desert Hot Springs Riverside 0.024% 0.0200433%
City Eastvale Riverside 0.000% 0.0002747%
City Hemet Riverside 0.051% 0.0421792%
City Indio Riverside 0.056% 0.0457794%
City Jurupa Valley Riverside 0.001% 0.0008991%
City Lake Elsinore Riverside 0.021% 0.0172949%
City La Quinta Riverside 0.063% 0.0516732%
City Menifee Riverside 0.032% 0.0260909%
City Moreno Valley Riverside 0.137% 0.1130348%
City Murrieta Riverside 0.048% 0.059% 0.0497423%
City Norco Riverside 0.016% 0.0134542%
City Palm Desert Riverside 0.083% 0.0682465%
City Palm Springs Riverside 0.076% 0.0629862%
City Perris Riverside 0.009% 0.0076774%
City Rancho Mirage Riverside 0.052% 0.0431098%
City Riverside Riverside 0.268% 0.2206279%
City San Jacinto Riverside 0.010% 0.0085936%
City Temecula Riverside 0.022% 0.0180086%
City Wildomar Riverside 0.008% 0.0062500%
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County Sacramento County S
acramento 3.797% 4.645% 3.9465887%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Citrus Heights Sacramento 0.057% 0.0465312%
City Elk Grove Sacramento 0.130% 0.1066994%
City Folsom Sacramento 0.108% 0.0890850%
City Galt Sacramento 0.017% 0.0143704%
City Rancho Cordova Sacramento 0.008% 0.0067679%
City Sacramento Sacramento 0.721% 0.882% 0.7496530%
County San Benito County San Benito 0.106% 0.130% 0.1101417% City Hollister San Benito 0.027% 0.0225355%
County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% City Adelanto San Bernardino 0.008% 0.0066640%
City Apple Valley San Bernardino 0.025% 0.0207360%
City Barstow San Bernardino 0.015% 0.0122056%
City Chino San Bernardino 0.064% 0.0525893%
City Chino Hills San Bernardino 0.001% 0.0006388%
City Colton San Bernardino 0.031% 0.0253443%
City Fontana San Bernardino 0.112% 0.0920543%
City Grand Terrace San Bernardino 0.006% 0.0051051%
City Hesperia San Bernardino 0.035% 0.0291522%
City Highland San Bernardino 0.004% 0.0029061%
City Loma Linda San Bernardino 0.009% 0.0071188%
City Montclair San Bernardino 0.039% 0.0322108%
City Ontario San Bernardino 0.179% 0.1472934%
City Rancho Cucamonga San Bernardino 0.084% 0.0689431%
City Redlands San Bernardino 0.057% 0.0469150%
City Rialto San Bernardino 0.073% 0.0603206%
City San Bernardino San Bernardino 0.178% 0.1461880%
City Twentynine Palms San Bernardino 0.002% 0.0012605%
City Upland San Bernardino 0.052% 0.0424460%
City Victorville San Bernardino 0.033% 0.0269400%
City Yucaipa San Bernardino 0.016% 0.0128772%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
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City Yucca Valley San Bernardino 0.003% 0.0021228%
County San Diego County San D
iego 5.706% 6.980% 5.9309748%
City Carlsbad San Diego 0.128% 0.1050485%
City Chula Vista San Diego 0.189% 0.231% 0.1961456%
City Coronado San Diego 0.044% 0.0359095%
City El Cajon San Diego 0.113% 0.0933582%
City Encinitas San Diego 0.061% 0.074% 0.0630289%
City Escondido San Diego 0.145% 0.1192204%
City Imperial Beach San Diego 0.014% 0.0118283%
City La Mesa San Diego 0.055% 0.068% 0.0575593%
City Lemon Grove San Diego 0.022% 0.0183911%
City National City San Diego 0.080% 0.0656808%
City Oceanside San Diego 0.213% 0.1753428%
City Poway San Diego 0.062% 0.0511040%
City San Diego San Diego 1.975% 2.416% 2.0531169%
City San Marcos San Diego 0.089% 0.0733897%
City Santee San Diego 0.033% 0.0268401%
City Solana Beach San Diego 0.017% 0.0138564%
City Vista San Diego 0.052% 0.0425144%
Consolidated San Francisco San F
rancisco 3.026% 3.702% 3.1457169%
County San Joaquin County San J
oaquin 1.680% 2.055% 1.7460399%
City Lathrop San Joaquin 0.009% 0.0075394%
City Lodi San Joaquin 0.053% 0.0439484%
City Manteca San Joaquin 0.054% 0.0443454%
City Ripon San Joaquin 0.013% 0.0104219%
City Stockton San Joaquin 0.313% 0.383% 0.3256176%
City Tracy San Joaquin 0.084% 0.0692047%
County San Luis Obispo County San Luis O
bispo 0.816% 0.999% 0.8484126%
City Arroyo Grande San Luis Obispo 0.024% 0.0199053%
City Atascadero San Luis Obispo 0.029% 0.0240680%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
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County San Mateo County San M
ateo 1.074% 1.313% 1.1159599%
City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa B
arbara 1.132% 1.385% 1.1768968%
City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa C
lara 2.404% 2.941% 2.4987553%
City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Los Altos Santa Clara 0.013% 0
.0103338%
City Los Gatos Santa Clara 0.013% 0
.0103220%
City Milpitas Santa Clara 0.036% 0
.0298120%
City Morgan Hill Santa Clara 0.015% 0
.0124619%
City Mountain View Santa Clara 0.041% 0
.0334608%
City Palo Alto Santa Clara 0.039% 0
.0323080%
City San Jose Santa Clara 0.294% 0.360% 0
.3054960%
City Santa Clara Santa Clara 0.067% 0
.0549723%
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City Saratoga Santa Clara 0.004% 0
.0034161%
City Sunnyvale Santa Clara 0.053% 0
.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0
.8135396%
City Capitola Santa Cruz 0.020% 0
.0168191%
City Santa Cruz Santa Cruz 0.143% 0
.1180348%
City Scotts Valley Santa Cruz 0.015% 0
.0126525%
City Watsonville Santa Cruz 0.063% 0
.0520136%
County Shasta County Shasta 1.095% 1.339% 1
.1380191%
City Anderson Shasta 0.024% 0
.0198896%
City Redding Shasta 0.284% 0
.2334841%
City Shasta Lake Shasta 0.004% 0
.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0
.2373393%
County Solano County Solano 0.760% 0
.6260795%
City Benicia Solano 0.031% 0
.0253903%
City Dixon Solano 0.016% 0
.0130849%
City Fairfield Solano 0.109% 0
.0897317%
City Suisun City Solano 0.021% 0
.0176183%
City Vacaville Solano 0.119% 0
.0976497%
City Vallejo Solano 0.167% 0
.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1
.2661290%
City Healdsburg Sonoma 0.032% 0
.0266929%
City Petaluma Sonoma 0.081% 0
.0667507%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County S
tanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
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County Sutter County S
utter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County T
ehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County T
rinity 0.082% 0.101% 0.0855476%
County Tulare County T
ulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County T
uolumne 0.486% 0.594% 0.5047621%
County Ventura County V
entura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City O
xnard Ventura 0.156% 0.190% 0
.1617338%
City Port Hueneme Ventura 0.021% 0
.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0
.0702181%
City Santa Paula Ventura 0.014% 0
.0119072%
City Simi Valley Ventura 0.065% 0
.0533043%
City Thousand Oaks Ventura 0.022% 0
.0179902%
County Yolo County Yolo 0.357% 0.437% 0
.3713319%
City Davis Yolo 0.055% 0
.0451747%
City West Sacramento Yolo 0.066% 0
.0544321%
City Woodland Yolo 0.058% 0
.0477904%
County Yuba County Yuba 0.214% 0.262% 0
.2225679%
City Marysville Y
uba 0.014% 0
.0112079%
288
APPENDIX 2

Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Sun Settlement Agreement and CA Sun Allocation Agreement, as well as any other limitations imposed by law, use funds that it receives from the Sun Settlement CA Subdivision Fund to pay a contingent fee to [COUNSEL]. Any such payment from [SUBDIVISION] to [COUNSEL] from [SUBDIVISION’S] CA Subdivision Fund allocation will not exceed [PERCENTAGE NOT TO EXCEED ONE-THIRD OR 5% OUT OF THE 15%] out of the [SUBDIVISION’S] 15% CA Subdivision Fund allocation; provided further that such payments, together with any contingency-fees that [COUNSEL] may receive from the Attorney Fee Fund will not exceed a total contingency fee of
[PERCENTAGE NOT TO EXCEED 15%] of the total gross recovery of [SUBDIVISION] from the Sun Settlement Agreement.
[COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Sun Settlement Agreement before seeking or accepting payment under this backstop agreement. [COUNSEL] further certify that they are not seeking and will not accept payment under this backstop agreement of any litigation fees or costs that have been reimbursed through prior settlements or judgments.

The Attorney General is executing this agreement solely because the definition of “State Back- Stop Agreement” in Exhibit R of the Sun Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
1 289
1 Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – Zydus Settlement

1. Introduction
Pursuant to the Zydus Settlement Agreement, dated as of April 4, 2025, and any revision thereto (the “Zydus Settlement Agreement”), including Section VI and Exhibit O, the State of California proposes this agreement (the “CA Zydus Allocation Agreement”) to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections V and VI of the Zydus Settlement Agreement. For the avoidance of doubt, this agreement does not apply to payments made pursuant to Section X of the Zydus Settlement Agreement.

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

2. Definitions
a) CA Participating Subdivision means a Participating Subdivision that is also (a) a Plaintiff Subdivision and/or (b) a Primary Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts) and/or Exhibit I to the Zydus Settlement Agreement. b) CA Litigating Special District means a Litigating Special District located in California.
c) Plaintiff Subdivision means a Subdivision located in California, other than a CA Litigating Special District, that filed a lawsuit, on behalf of the Subdivision and/or through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. d) Opioid Defendant means any defendant including but not limited to Alvogen, Inc.

Richard S. Sackler, Beverly Sackler, Jonathan Sackler, David Sackler, Marianna Sackler, Theresa Sackler, Ilene Sackler Lefcourt, Dr. Kathe Sackler, and Mortimer D.A. Sackler) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020. 290
2 3. General Terms
This agreement is subject to the requirements of the Zydus Settlement Agreement, as well as applicable law, and the Zydus Settlement Agreement governs over any inconsistent provision of this CA Zydus Allocation Agreement. Terms used in this CA Zydus Allocation Agreement have the same meaning as in the Zydus Settlement Agreement unless otherwise defined herein.

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

This Agreement does not apply to funds received by California1 pursuant to Section X of the Zydus Settlement Agreement, including payments for Private Attorney Fees and the Additional Remediation Amount.

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

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

B. CA Abatement Accounts Fund
i. Allocation of CA Abatement Accounts Funds
a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as adjusted to reflect only those cities and counties that are eligible, based on population or litigation status, to become a CA Participating Subdivision. The percentage from the CA Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in 1 For purposes of clarity, use of the term “California” refers to the geographic territory of
California and the state and its local governments therein. The term “State” or “State of California” refers to the State of California as a governmental unit. 291
3 Appendix 1 in the column entitled abatement percentage (the “Local Allocation”). For the avoidance of doubt, CA Litigating Special Districts and California towns, cities, and counties with a population less than 10,000 are not eligible to receive an allocation of CA Abatement Accounts Funds.
b) A CA Participating Subdivision that is a county, or a city and county, will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision, and will receive payments as provided in the Zydus Settlement Agreement. c) A CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Allocation share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as the county is a CA Participating Subdivision; provided, however, that if a city currently receives direct payment of its share of funds in the National Opioids Settlement with Distributors Cencora, Inc. (f/k/a AmerisourceBergenCorporation), Cardinal Health, Inc., and McKesson Corporation (the “Distributors Settlement”), that city’s Local Allocation amount will be paid directly to the city. If a city later changes or has already changed its distribution election in the Distributors Settlement, that change
in election will apply here, provided that the change
in election is received by the settlement administrator at least 60 days prior to a Payment Date. A Local Allocation share allocated to a city but paid to a county is not required to be spent exclusively for abatement activities in that city, but will become part of the county’s share of the CA Abatement Accounts Funds, which will be used in accordance with Section 4.B.ii (Use of CA Abatement Accounts Funds) and reported on in accordance with Section 4.B.iii (CA Abatement Accounts Fund Oversight). d) A city within a county that is a CA Participating Subdivision may opt in or out of direct payment at any time, and it may also elect direct payment of only a portion of its share, with the remainder going to the county, by providing notice to the Settlement Fund Administrator at least 60 days prior to a Payment
Date. For purposes of this CA Zydus
Allocation Agreement, the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating S
ubdivisions.
e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Zydus Settlement Agreement and this CA Zydus Allocation Agreement shall be transferred to the State; provided however, that CA Participating Subdivisions have seven years to expend or encumber CA Abatement Accounts Funds designated to support capital outlay projects before they must be transferred to the State.
292
4 ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E to the Zydus Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA Participating Subdivision from the Abatement Accounts Fund in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction;
(5) interventions to prevent drug addiction in vulnerable youth, including but not limited to, youth in foster care, juvenile justice-impacted youth, youth experiencing adversities related to socioeconomic status, and unhoused youth; and/or (6) the purchase of naloxone for distribution and efforts to expand access to naloxone for opioid overdose reversals.
c) The California Department of Health Care Services (“DHCS”) may add to this list (but not delete from it) by designating additional High Impact Abatement Activities. DHCS will make reasonable efforts to consult with stakeholders, including the CA Participating Subdivisions, before adding additional High Impact Abatement Activities to this list. d) For the avoidance of doubt, and subject to the requirements of the Zydus Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures, or otherwise work in collaboration with, federal, state, local, tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement
Accounts Fund. Further, provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Zydus Settlement Agreement and this CA Zydus Allocation Agreement, a county and any cities or towns within the county may agree to reallocate their respective shares of the CA Abatement Accounts Funds among themselves, provided that any direct distribution may only be to a CA Participating 293
5 Subdivision and any CA Participating Subdivision must agree to their share being reallocated.
iii. CA Abatement Accounts Fund Oversight
a) Pursuant to Section 5 below, CA Participating Subdivisions receiving settlement funds must prepare and file reports annually regarding the use of those funds. DHCS may regularly review the reports prepared by CA Participating Subdivisions about the use of CA Abatement Accounts Funds for compliance with the Zydus Settlement Agreement and this CA Zydus Allocation Agreement.
b) If DHCS determines that a CA Participating Subdivision’s use of CA Abatement Accounts Funds is inconsistent with the Zydus Settlement Agreement or this CA Zydus
Allocation Agreement, whether through review of reports or information from any other sources, DHCS shall send a request to meet and confer with the CA Participating Subdivision. The parties shall meet and confer in an effort to resolve the concern. c
) If the parties are unable to reach a resolution, DHCS may conduct an audit of the Subdivision’s use of the CA Abatement Accounts Funds within one year of the request to meet and confer, unless the parties mutually agree in writing to extend the meet and confer time frame.
d) If the concern still cannot be resolved, the State may bring a motion or action in the court where the State has filed its Consent Judgment to resolve the concern or otherwise enforce the requirements of the Zydus Settlement Agreement or this CA Zydus Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds, more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement.
e) Notwithstanding the foregoing, this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities, or to pursue administrative, civil, or criminal enforcement actions.

C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Zydus Settlement Agreement and this CA Zydus Allocation Agreement, to fund future Opioid Remediation and reimburse past opioid- related expenses, which may include fees and expenses related to litigation. 294
6 However, in no event shall more than one third (5% out of the 15%) of CA Subdivision Funds be used for litigation-related fees and expenses.

A Plaintiff Subdivision may separately agree to use up to one-third (5% out of the 15%) of its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), pursuant to Exhibit R, section I(X), of the Zydus Settlement Agreement and the MDL Fees Order, provided that: (1) such payments, together with any payments to contingency-fee counsel from the Private Attorneys Fee amount related to such Plaintiff Subdivision, do not exceed 15% of a Plaintiff Subdivision’s total gross recovery under this Zydus Settlement Agreement; and (2) the Plaintiff Subdivision certifies that any payments made under a State Back-Stop agreement will be made in accordance with the 95% Opioid Abatement use requirements under Section VI(B)(1) of the Zydus Settlement Agreement. Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Zydus Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.

To effectuate a State Back-Stop Agreement pursuant to this section, an agreement in the form of Appendix 2 may be entered into by a Plaintiff Subdivision, private counsel, and the California Office of the Attorney General. The California Office of the Attorney General shall, upon the request of a
Plaintiff Subdivision, execute any agreement executed by a Plaintiff Subdivision and its private counsel if it is in the form of Appendix 2. The California Office of the Attorney General will also consider requests from Plaintiff Subdivisions to execute and enter into agreements presented in other forms.

For the avoidance of doubt, this agreement does not require a Plaintiff Subdivision to request or enter into a State Back-Stop Agreement, and no State Back-Stop Agreement shall impose any duty or obligation on the State of California or any of its agencies or officers, including without limitation the Attorney General.
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7 5. State and Subdivision Reporting
a) DHCS will prepare an annual written report regarding the State’s use of funds from the settlement until those funds are fully expended and for one year thereafter. These reports will be made publicly available on the DHCS web site.
b) Each CA Participating Subdivision that receives payments of funds from the settlement will prepare written reports at least annually regarding the use of those funds, until those funds are fully expended and for one year thereafter. These reports will also include a certification that all funds that the CA Participating Subdivision has received through the settlement have been used in compliance with the Zydus Settlement Agreement and this CA Zydus Allocation Agreement. The report will be in a form reasonably determined by DHCS. Prior to specifying the form of the report DHCS will confer with representatives of the Plaintiff Subdivisions.
c) The State and all CA Participating Subdivisions receiving CA Abatement Accounts Funds will track all deposits and expenditures. Each such subdivision is responsible solely for the CA Abatement Accounts Funds it receives. A county is not responsible for oversight, reporting, or monitoring of CA Abatement Accounts Funds received by a city within that county that receives direct payment. Unless otherwise exempt, Subdivisions’ expenditures and uses of CA Abatement Accounts Funds and other Settlement Funds will be subject to the normal budgetary and expenditure process of the Subdivision. d) Each Plaintiff Subdivision receiving CA Subdivision Funds will track all deposits and expenditures, as required by the Zydus Settlement Agreement and this CA Zydus Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from the
CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report, the amount and how such funds were used, including if used to pay attorneys’ fees, investigation costs, or litigation costs. Pursuant to Section VI(B)(2) of the Zydus Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and Zydus. e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.

Ontario City CouncilOctober 7, 2025

Ontario City Council
October 7, 2025