Agenda, first session — Sierra Madre City Council, September 23, 2025 (part 2 of 3)

CITY OF SIERRA MADRE FY2024-2025 BUDGET 209
PROPOSED FY 2025/2026 CAPITAL AND OPERATING PROJECTS
A - DEPT B - Capital Purchase/Projects C - Fund D - Account # E- Carryover from 24/25 F - FY 2025-2026 G- FY 2026- 2027 H - FY 2027- 2028 I - FY 2028- 2029 J - FY 2029- 2030 PLANNING Pre-approved ADU Program UNFUNDED $13,000 $13,000 $0 $0PLANNING Land Management Software and Implementation (Accela 3rd Year) 40000 - CAPITAL PROJECTS FUND 40000.83500.56009 $6,000 $107,268 Total Planning & Community
Preservation $6,000 $299,268 $13,000 $0 $0 $0
Park Improvements
PW Sierra Vista Park, Heasley Field 34006 - DEVELOPMENT FEES - QUIMBY 34006.70000.56010 $0 $0 $0 $0 PW Dapper Field Security Lights 60001 - INT SVC FND - FACILITIES MGT 60001.83200.56010 $5,000 $0 $0 $0 PW Playground replacement UNFUNDED $500,000 $0 $0 $0PW Playground replacement UNFUNDED $200,000 $0 $0 $0PW Kersting Ct. Furniture 32012 - DWNTWN

LANDSCAPING

LIGHTING MAINT

DISTRICT
32012.83000.56010 $100,000 $0 $0 $0 $0
PW YMCA Elevator 10000 - GENERAL FUND 10000.83300.56010 $750,000PW YMCA Pool 10000 - GENERAL FUND 10000.83300.56010 $150,000 Total Park Improvements $0 $1,705,000 $0 $0 $0 $0
Facility Improvements
PW Lizzy's Trail Inn & Richardson House
60001 - INT SVC FND -
FACILITIES MGT - State
Park Grant
60001.83200.56010
$13,000 $135,000 $0 $0 $0
PW City Hall UNFUNDED $0 $100,000 $0 $0PW New Public Safety Building Improvements UNFUNDED $0 $0 $0 $0PW New Public Safety Building Improvements UNFUNDED $5,000,000 $5,000,000 $0PW PS Training area UNFUNDED $0 $0 $0 $100,000PW Fire Station Alerting Upgrades UNFUNDED $30,000 $0 $0 $0 $0PW Public Safety Remodel UNFUNDED $0 $0 $500,000 $0PW Library Project 60001 - INT SVC FND - FACILITIES MGT 60001.83200.56010 $34,000 PW Memorial Park Public Restrooms 60001 - INT SVC FND - FACILITIES MGT 60001.83200.56010 $50,000 $0 $0 $0PW City Hall ADA Parking Stall (1) resurface and rail -Construction UNFUNDED $100,000 PW Active Transportation and Bus Stop Improvement 34007 - DEVELOPMENT FEES - TRANSPORTATION 34007.83500.56010 $77,847 Library Sierra Madre Meaningful Improvements Project 29007 - TARGETED STATE GRANTS- LIBRARY transfer from 29007.90000.56010 $6,555,000 $0 $0 $0 CS Hart Park House Room Addition UNFUNDED $0 $112,000 $0 $0 Library Building Forward Grant-Library Improvements / 3940 TRANSFER 90000 - LIBRARY

ADMINISTRATION -
Building Forward Grant
ARPA
29005.90000.56010 $317,632
Library Building Forward Grant-Library Improvements / 3940 TRANSFER 80000 - PUBLIC WORKS

ADMINISTRATION -
Building Forward Grant
ARPA
39010.80000.56010 $317,632 $0 $0 $0 $0
Library LMIP Furniture, Fixtures, & Equipment UNFUNDED $2,000,000 $0 $0 $0Library Solar Panel Parking Lot UNFUNDED $500,000 $0 $0 $0Library Electric Car Charging Stations UNFUNDED $30,000 $0 $0 $0Library Improved Green Space UNFUNDED $0 $200,000 $0 $0 PW City Yard - Mechanics Building Rehabilitation UNFUNDED $0 $120,000PW City Yard - Resurfacing (Southern section) UNFUNDED $0 $70,000PW City Yard - South Carport Rehabilitation UNFUNDED $0 $60,000

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CITY OF SIERRA MADRE FY2024-2025 BUDGET 210
PROPOSED FY 2025/2026 CAPITAL AND OPERATING PROJECTS
A - DEPT B - Capital Purchase/Projects C - Fund D - Account # E- Carryover from 24/25 F - FY 2025-2026 G- FY 2026- 2027 H - FY 2027- 2028 I - FY 2028- 2029 J - FY 2029- 2030 Total Facility Improvements $648,264 $9,511,847 $5,662,000 $5,500,000 $100,000 $0 Information and Technology
IT 242 PD Data Center Refresh 60003 - INT SVC FND - TECHNOLOGY 60003.30000.56009 $25,000 $25,000 $25,000 $0 $0IT Planning Work Station 60003 - INT SVC FND - TECHNOLOGY 60003.30000.56009 $0 $0 $0 $0 $0IT Computer Refresh 60003 - INT SVC FND - TECHNOLOGY 60003.30000.56009 $40,000 $40,000 $0 $0 $0IT Battery Backups 60003 - INT SVC FND - TECHNOLOGY 60003.30000.56009 $0 $0 $0 $0 $0IT 10 Gig Network 60003 - INT SVC FND - TECHNOLOGY 60003.30000.56009 $20,000 $0 $0 $0 $0IT Cyber Security Initiatives 60003 - INT SVC FND - TECHNOLOGY 60003.30000.56009 $45,000 $45,000 $45,000 $0 $0IT City Website & Content Management System 39010 - AMERICAN

RESCUE PLAN ACT -
Building Forward Grant
ARPA
39010.80000.56010 $42,789 $0 $0 $0 $0
Total Information and Technology $0 $172,789 $110,000 $70,000 $0 $0 Other Improvements/Purchases
HR Compensation Study
60007 - INT SVC FND -

PERSONNEL/RISK
MGMT
60007.70100.52100 $80,000
PW Downtown City Parking Lot improvements
32012 - DWNTWN

LANDSCAPING

LIGHTING MAINT

DISTRICT - DT
Assessment
32012.83000.56010 $73,500 $0 $0 $0 $0
Total Other Improvements $153,500 $0 $0 $0 $0 $0

TOTAL CAPITAL
PURCHASES/PROJECTS $2,922,356 $15,051,075 $11,100,000 $8,360,000 $2,600,000 $2,800,000

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CITY OF SIERRA MADRE FY2024-2025 BUDGET 212
City of Sierra Madre
Village of the Foothills
Appendix
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CITY OF SIERRA MADRE FY2024-2025 BUDGET 214

GLOSSARY
A
Accrual Basis of Accounting: Revenues are recognized when both measurable and available; expenditures are recorded when services have been substantially performed or goods have been received and the liabilities incurred.

Actual: A cost sustained in fact, on the basis of costs incurred, as distinguished from forecasted or estimated costs.

Ad-Hoc: For the specific purpose, case, or situation at hand and for no other. Ad-Hoc are usually used in reference to City Council committees and commission to limit terms, scope or purpose.

Ad Valorem Tax: (which means "according to its value.") A tax based on the assessed value of real estate or personal property. In the State of California, Proposition 4 limits Ad Valorem taxes. Proposition 13 limits property tax to 1 percent of the assessed valuation of the property.

Adopted Budget: The official budget as approved by the City Council at the start of each fiscal year.

Agency Fund: An account for assets held by the City in a trustee capacity or an agent for individuals, private organizations, other governmental units, and/or other funds.

Amended Budget: Represents the adopted budget including changes made during the year.

Appropriation: An authorization by the City Council to make expenditures and/or expenses and to incur obligations for a specific purpose within a specific time frame.

Assessed Valuation: The value of real property that a taxing authority places upon personal property for the purposes of taxation.

Assessment Improvement District: A designated area receiving services for common grounds benefiting property owners such as median landscaping.

Asset: Any item of economic value owned by an individual or corporation, especially that which could be converted to cash. Examples are cash, securities, accounts receivable, inventory, office equipment, and other property. On a balance sheet, assets are equal to the sum of liabilities, and fund balance.

Audit: Conducted by an independent Certified Public Accounting (CPA) firm, the primary objective of an audit is to determine if the City’s Financial Statements present the City’s financial position fairly and results of operations are in conformity with generally accepted accounting principles.

B
Balanced Budget: A budget in which total budgeted resources, including revenues, transfers in from other funds, and unallocated fund balance from previous years meet or exceed total budgeted use of resources including expenditures and transfers out to other funds.

Biennial: Occurring every two years. The City typically adopts a biennial budget covering two fiscal years.

Bond: A written promise issued by the City to pay a specific sum of principal amount, at a specific date(s) in the future, together with periodic interest at a special rate to raise capital, usually to pay for the construction of long-term infrastructure projects. Two major types of bonds include General Obligation Bonds and Revenue Bonds.

Bond Proceeds: Funds received from the sale or issuance of bonds.

CITY OF SIERRA MADRE FY2024-2025 BUDGET 215

GLOSSARY
Bonded Debt: The amount at which a bond or note is bought or sold above its par value or face value without including accrued interest.

Budget: A plan of financial operation comprised of estimated expenditures for a given period (usually a single fiscal year) and the proposed means of financing the expenditures (through revenues).

Budget Preparation: Process by which the fiscal spending plan is prepared by City staff for presentation as the City Manager's Recommended Budget to the City Council.

Budget Review Process: Process by which the Recommended Budget is discussed and finalized in Public Meeting by the City Manager and City Council.

C
Capital Budget: A financial plan showing planned expenses, and revenues associated with those expenses, for purchase or construction of capital improvements which have a useful life of over one year. The City of Sierra Madre prepares a five-year plan called the Capital Improvement Program (CIP) Budget. Appropriations are added to projects each fiscal year as the CIP is adopted.

Capital Expenditures: Money spent to purchase or construct capital improvement projects and purchases as approved in the CIP budget.

Capital Improvements: A permanent physical addition to the City's assets including the design, construction, and/or purchase of lands buildings, facilities, or major renovations.

Capital Outlay: A budget appropriation category for equipment having a unit cost of more than $5,000 and an estimated useful life of over one year.

Cash Basis Accounting: Style of accounting in which revenues and expenses are recognized when they are received or disbursed rather than when they are earned or incurred.

Charges for Services: Reimbursement for services rendered to the public or to some other program/fund in the City.

Consumer Price Index (CIP)
Consumer Price Index (CPI): A measure used to reflect the change in the price of goods and services.

Contingency: An appropriation of funds to cover unforeseen events that occur during the fiscal year, such as natural emergencies.

D
Debt Service: The payment of principal and interest on an obligation resulting from the issuance of bonds, notes, or certificates of participation.

Debt Service Requirements: The amount of money required to pay interest on outstanding debt and required contributions to accumulate moneys for future retirement of bonds.

Deficit: An excess of expenditures or expenses over revenues (resources).

Designated Fund Balance: A portion of unreserved fund balance designated by City policy for a specific future use.

Deferred Compensation: An agreement between an employer and an employee under which the employee will receive compensation during periods in which he or she is no longer working – after retirement, death and/or disability.

Department: A major organizational group of the City with overall management responsibility for an operation or a group of related operations within a functional area.

CITY OF SIERRA MADRE FY2024-2025 BUDGET 216

GLOSSARY
Departmental Expenditures: Planned spending by individual departments in the City associated with the provision of services and programs to the public.

Direct Costs: Expenses associated with the actual provision of a service or program.

Division: An organizational subgroup of a department.

E
Encumbrance: A legal obligation or commitment to expend resources in the future for a service or item, such as a long-term contract or purchase order. The use of encumbrances helps prevent overspending and provides officials with information on the amount of money remaining to be spent.

Enterprise Fund: Governmental entities that operate in a manner similar to, and provide services competitive with, those of private business enterprises. Enterprises are selfsupporting - service fees rather than taxes or transfers are used to fund the business on a continuing basis.

Entitlements: Payments to which local governmental units are entitled, pursuant to an allocation formula determined by the agency providing the monies, usually the State or the Federal government.

Expenditure / Expense: The term ‘expenditure’ refers to the outflow of funds paid or to be paid for an asset obtained or goods and services received regardless of when the expenditure is actually paid. This term applies to Governmental Funds. The term ‘expense’ is used for Enterprise and Internal Service Funds. Fees for Services: Charges paid to the City by users of a service to help support the costs of providing that service.

F
Fiduciary Fund: Funds used to report assets held in a trustee or agency capacity for others and which therefore cannot be used to support the government's own programs.

The fiduciary fund category includes pension (and other employee benefit) trust funds, investment trust funds, private-purpose trust funds, and agency funds.

Fiscal Accountability: The responsibility of government to justify that their actions in the current period have complied with public decisions concerning the raising and spending of public moneys in the short term (budgetary year).

Fiscal Year (FY): The twelve month period on which the budget is planned. The City’s fiscal year begins July 1 and ends June 30 of the following year.

Franchise: The right or license granted to an individual or group to market a company’s goods or services in a particular territory.

Full Time Equivalent (FTE): The conversion of part-time employee hours to an equivalent of a full-time position. For example: one person working half time would count as 0.5 FTE.

Fund: A fund is defined as an independent fiscal and accounting entity with a selfbalancing set of accounts, recording resources, related liabilities, obligations and equities segregated for the purpose of carrying out specific activities or attaining certain objectives in accordance with special regulations, restrictions or limitations.

Fund Balance: A term used to express the equity (assets minus liabilities) of governmental fund and fiduciary fund types.

G
Gann Appropriations Limit: Article XIII-B of the California State Constitution provides limits regarding the total amount of appropriations in any fiscal year from tax proceeds.

CITY OF SIERRA MADRE FY2024-2025 BUDGET 217

GLOSSARY
General Fund: That fund into which the general (non-earmarked) revenues of the City are deposited and from which monies are appropriated to pay the general expenses of the City.

General Obligation Bond (G.O.): A bond secured by a pledge of the issuer's taxing powers (limited or unlimited). More commonly the general obligation bonds of local governments are paid from ad valorem property taxes and other general revenues.

Considered the most secure of all municipal debt. Limited in California by Proposition 13 to debt authorized by a vote of two thirds of voters in the case of local governments or a simple majority for state issuance.

Generally Accepted Accounting Principles (GAAP): Uniform minimum standards of/and guidelines for financial accounting and reporting. They govern the form and content of the basic financial statements of an entity. GAAP encompasses the conventions, rules, and procedures necessary to define accepted accounting practices at a particular time.

They include not only broad guidelines of general application, but also detailed practices and procedures. GAAP provides a standard by which to measure financial presentations.

Government Accounting Standards Board (GASB): A private, non-profit organization established in 1984; responsible for setting generally accepted accounting principals for state and local governments.

Governmental Fund Types: Funds generally used to account for tax-supported activities.

Grant: Contributions, gifts of cash, or other assets from another governmental entity to be used or expended for a specific purpose, activity, or facility.

I
Impact Fees: Fees charged to developers to cover, in whole or in part, the anticipated costs of improvements that will be necessary as a result of the development.

Information Technology (IT): A term that encompasses all forms of technology used to create, store, exchange and utilize information in its various forms including business data, conversations, still images, and multimedia presentations. The term information technology includes computers, ancillary equipment, software, firmware and similar procedures, services (including support services), and related resources. In the City organization, the IT is a division of Administrative Services which provides support of internal and external technology support.

Infrastructure: Long-lived assets that normally are stationary in nature and normally can be preserved for a significant greater number of years than most capital assets. They can be defined as physical facilities, on which an entire community depends, such as sewers, storm drains, streets, buildings, utility lines and parks. The City follows GASB 34 for the recording of Infrastructure Assets.

Interfund Transfers: Monies transferred from one fund to another. Such money is transferred to finance the operations of another fund or to reimburse the fund for certain expenditures/expenses.

Intergovernmental Revenue: Revenue collected by one government and distributed (usually through some predetermined formula) to another level of government(s).

Internal Services Charges: Charges used to account for the services provided by one department to another on a cost-reimbursement basis. These charges are accounted for in separate funds: Facilities, Fleet, Administration, Information Technology, Worker’s Compensation, and Self-Insurance.

CITY OF SIERRA MADRE FY2024-2025 BUDGET 218

GLOSSARY
J
JPA (Joint Powers Authority): A JPA is formed when it is to the advantage of two or more public entities with common powers to consolidate their forces to acquire or construct a joint-use facility. The City participates in JPIA, Joint Powers Insurance Authority, for Worker’s Compensation and Other General Liability Insurance.

L
Levy: To impose or assess a tax on a person or property. The City’s ability to levy taxes is restricted by State law.

Liability: A claim on the assets of an entity.

Local Agency Investment Fund (LAIF): An investment pool managed by the State of California.

Long-term Debt: Debt with a maturity of more than one year after the date of issue.

M
Modified Accrual Basis: The accrual basis of accounting where revenues are recognized when they become both "measurable" and "available" to finance expenditures of the current period. All governmental funds and agency funds are accounted for using the modified accrual basis of accounting.

Municipal Code: A book that contains the City Council approved ordinances currently in effect. The Code defines City policy with respect to areas such as planning, etc.

N
Net Pension Obligation: Term used in connection with defined benefit pension plans.

The cumulative difference between annual pension cost and the employer’s contributions to the plan.

Non-Personnel: City operations and capital purchases and projects exclusive of personnel (salary and benefits) costs.

O
Object: A term used in connection with the classification of expenditures.

Operating Budget: The portion of the budget that pertains to daily operations providing basic governmental services. The operating budget contains appropriations for such expenditures as personnel, supplies, materials, and capital assets required to maintain service levels.

Operating Transfers: Legally authorized transfers from a fund receiving revenue to the fund through which the resources are to be expended, such as transfers from the General Fund to a Special Revenue or Capital Projects Fund.

Ordinance: A formal legislative enactment by the City Council. It has the full force and effect of law within City boundaries unless pre-empted by a higher form of law.

Organization Chart: A pictorial representation of the administrative and functional structure of a City unit.

Original Budget: The first completed appropriations budget (adopted budget).

CITY OF SIERRA MADRE FY2024-2025 BUDGET 219

GLOSSARY
Other Post Employment Benefits (OPEB): The promise of health (medical, dental and vision) benefits after retirement from the City.

P
Performance Measures: Data collected regarding program results, which indicate the level of achievement of a desired result.

Personnel Expenses: Compensation paid to, or on behalf of, City employees for salaries and wages, overtime and benefits.

Policy: A direction that must be followed to advance toward a goal. The direction can be a course of action or a guiding principal.

Program: A grouping of activities organized to accomplish basic goals and objectives.

Principal: The face value of a bond, exclusive of interest.

Property Tax: A tax levied on real estate and personal property.

Proprietary Fund: Funds that focus on the determination of operating income, changes in met assets (or cost recovery), financial position, and cash flows. There are two different types of proprietary funds: enterprise and internal services funds.

Public Employees Retirement System (PERS): Statewide retirement system that covers full-time City employees.

Public Financing Authority: The Sierra Madre Financing Authority (SMFA) is a component unit of the City of Sierra Madre and the Sierra Madre Community Redevelopment Agency formed for the purpose of issuing bonds to provide financial assistance to the City and Agency.

R
Reappropriation: The inclusion of a balance from the prior year’s budget as part of the budget of the subsequent fiscal year.

Recommended Budget: The draft financial budget document detailing the City Manager's recommended spending plan for the next fiscal year. The Recommended Budget is reviewed and modified by the City Council before formal adoption as the Adopted Operating Budget.

Regular Employees: City employees, usually full-time, who receive some form of medical, dental and retirement benefits.

Reserves: (also known as restricted fund balance) – the portion of a fund’s balance that is restricted for a specific purpose by legislative or legal requirements.

Resolution: A special order of the City Council which has a lower legal standing than an ordinance.

Resources: Supply of funds to be used in paying for planned expenditures.

Restricted Fund Balance: The portion of a governmental fund balance (or net assets) that is not available for appropriation, but is ear marked by the City Council for a specific use.

Revenue: Moneys that the City receives as income such as tax payments, fees from specific services, receipts from other governments, fines, forfeitures, grants, rents and interest income.

Revenue Bond: A municipal bond whose debt service is payable solely from the revenues received from operating the facilities acquired or constructed with the proceeds of the bonds.

CITY OF SIERRA MADRE FY2024-2025 BUDGET 220

GLOSSARY
Risk Management: A managed approach to protecting an organization’s assets against accidental loss in the most economical manner.

S
Sales Tax: A tax on the purchase of goods and services.

Special Assessment: A compulsory levy made against certain properties to defray all or part of the costs of a specific capital improvement or service deemed to benefit primarily those properties.

Special Revenue Fund: Funds that account for the proceeds of specific revenue sources (other than expendable trusts or capital projects) that are restricted by law or administrative action to expenditures for specified purposes.

T
Taxes: Compulsory charges levied by a government to finance services performed for the common benefit. This term does not include specific charges made against particular persons for property for current or permanent benefits, such as special assessments.

Neither does the term include charges for services rendered only to those paying such charges.

Timeliness: The principle that financial reporting must be issued soon enough after the reported events to affect decisions.

U
Unrestricted Fund Balance: The portion of a governmental fund balance (or net assets) that is available for appropriation. The amount listed in fund balance is assumed to be unrestricted unless set aside in “Restricted Fund Balance”.

User Charges/Fees: The payment of a fee for direct receipt of a service by the party benefiting from the service.

Utility Users Tax (UUT): A tax imposed on users for various utilities in the City including Telephone, Gas, Electric and Water/Sewer services.

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CITY OF SIERRA MADRE FY2024-2025 BUDGET 223
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CITY OF SIERRA MADRE FY2024-2025 BUDGET 224
City of Sierra
Madre
Agenda Report
Robert Parkhurst, Mayor
Kristie Lowe, Mayor Pro Tem Kelly Kriebs,
Council Member
Gene Goss, Council Member
Edward Garcia, Council Member
Sue Spears City Treasurer
TO: Honorable Mayor and Members of the City Council
FROM: Anthony Rainey, Finance Director
REVIEWED BY: Michael Bruckner, City Manager
DATE: September 23, 2025
SUBJECT: RESOLUTION NO. 25-54 AMENDING THE FISCAL YEAR 2025/2026

ADMINISTRATION INTERNAL SERVICE FUND BUDGET TO PROVIDE
A SUPPLEMENTAL APPROPRIATION IN THE AMOUNT OF $58,000
AND PROFESSIONAL SERVICES AGREEMENT WITH HUE C. QUACH

FOR FINANCIAL POLICY & PROCEDURE DEVELOPMENT IN AN
AMOUNT NOT TO EXCEED $58,000

STAFF RECOMMENDATION
It is recommended that the City Council adopt Resolution No. 25-54 amending the Fiscal Year 2025/2026 budget to provide a supplemental appropriation in Fund 60002 - Internal Service Fund - Administration in the amount of $58,000, approve a Professional Services Agreement with Hue C. Quach (Consultant) to develop Citywide financial policies and companion procedures (internal controls) as outlined in Exhibit A, and authorize the City Manager to execute the Agreement, in a not-to-exceed amount of $58,000 at an hourly rate of $120, subject to City Attorney approval as to form.

ALTERNATIVES
x Approve with modifications (e.g., adjust not-to-exceed, phase scope, or prioritize topics). x Do not approve and provide additional direction.

SUMMARY
The City seeks to formalize and modernize core fiscal policies (management controls) and the associated procedures (internal controls) across critical areas such as cash handling, credit card use, budget administration, reserves, GASB 54 fund balance, timekeeping, and related topics.

A draft scope and approach are provided in the Consultant’s materials and Exhibit A to the Agreement.

This staff report mirrors the concise format of a prior interim financial assistance agenda item used by a peer agency (Recommended Action, Background, Summary/Analysis, Fiscal Impact, Attachments) to clearly frame the request for short-term consulting support.

Under the proposed Agreement, the Consultant will develop Management Controls (Policies) for Council consideration and parallel Internal Controls (Procedures) for staff implementation.

High-priority topics include:
x Cash Management Policy (safeguarding, deposits, disbursements, reconciliations). x Credit Card Usage (issuance, limits, prohibited purchases, audits). x Budget Administration (transfers, carryovers, capital projects, balanced budget definition).
x Budget Reserves (targets by fund type, allowable uses, replenishment). x Fund Balance—GASB 54 (categories and application to proprietary funds). x Timekeeping (entry standards, approvals, audit trails).

Medium-priority topics include Capital Assets, Travel & Expense Reimbursement, and User Fees & Charges; low-priority topics include Accounting & Financial Reporting, Accounts Receivable & Collections, and Long-Term Financial Planning. Deliverables include draft policies, procedure manuals, redlined finals formatted for Council adoption, and implementation checklists/templates. The City’s standard Professional Services Agreement provides for: defined scope via Exhibit A, maximum compensation amount, monthly invoicing against an approved fee schedule, insurance requirements (professional, general, auto, and workers’ compensation), independent contractor status, ownership of work product, and termination on notice.

CEQA REVIEW

The proposed action does not constitute as a project under the California Environmental Quality Act (“CEQA”), based on Section 15061(b)(3) of the CEQA Guidelines, as it can be determined with certainty that it will have no impact on the environment.

PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process. Copies of this report are available at the City Hall public counter and at the Sierra Madre Public Library and can be accessed on the City’s website at sierramadreca.gov.

FISCAL IMPACT
Funding for this item will be provided from the 60002 - Internal Service Fund - Administration fund balance. There is no impact to the General Fund. Adoption of Resolution No. 25-54 will appropriate $58,000 from the Administration Internal Service Fund to the Finance Department’s operating budget for FY 2025/26. Sufficient fund balance is available in the Administration Internal Service Fund to fully cover this agreement.

ATTACHMENTS

1. Resolution No. 25-54

2. Consultant Proposal
RESOLUTION NO. 25-54

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SIERRA MADRE, CALIFORNIA, AMENDING THE FISCAL
YEAR 2025-26 ADMINISTRATION INTERNAL SERVICE

FUND BUDGET AUTHORIZING A SUPPLEMENTAL

APPRORPRIATION TO THE FINANCE DEPARTMENT IN
THE AMOUNT OF $58,000 OFFSET BY A REDUCTION IN

THE ADMINISTRATION INTERNAL SERVICE FUND

BALANCE FOR FINANCIAL POLICY ADVISORY

SERVICES

RECITALS
WHEREAS, the City of Sierra Madre seeks to formalize and modernize its core fiscal policies and related procedures across critical areas such as cash handling, credit card use, budget administration and related topics;
WHEREAS, the City wishes to retain the services of a financial consultant with extensive hands-on experience to strengthen internal controls, ensure sound financial management, and advance prudent financial stewardship throughout the City; and WHEREAS, sufficient funding for this activity was not originally included in the adopted Fiscal Year 2025-26 budget and a supplemental appropriation in the Administration Internal Service Fund is required to meet the needs of the City; and WHEREAS, the City Manager has certified that there are sufficient funds available in the Administration Internal Service Fund fund balance for appropriation.

THEREFORE, THE CITY COUNCIL OF THE CITY OF SIERRA MADRE, CALIFORNIA, DOES RESOLVE AS FOLLOWS:

SECTION 1. Recitals. The Recitals above are true and correct and incorporated herein by reference.

SECTION 2. Appropriation. The sum of Fifty-Eight Thousand Dollars ($58,000) is hereby appropriated to fund Financial Policy Advisory Services in the Administration Internal Service Fund for the Finance Department, with an equal reduction in the Administration Internal Service Fund fund balance.

SECTION 3. CEQA. The proposed action does not constitute as a project under the California Environmental Quality Act (“CEQA”), based on Section 15061(b)(3) of the CEQA Guidelines, as it can be determined with certainty that it will have no impact on the environment.

SECTION 4. Severability. If any sections, subsections, subdivisions, paragraph, sentence, clause or phrase of this Resolution or any part hereof or exhibit hereto is for any reason held to be invalid, such invalidity shall not affect the validity of the remaining portions of this Resolution or any part thereof or exhibit thereto. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase hereof, irrespective of the fact that anyone or more sections, subsections, subdivisions, paragraph, sentences, clauses or phrases be declared invalid.

SECTION 5. Certification. Pursuant to Government Code Section 36932, the City Clerk shall certify the passage, approval, and adoption of this Resolution by the City Council.

SECTION 6. Effective Date. This Resolution shall take effect immediately upon adoption.

PASSED, APPROVED, AND ADOPTED this 23rd day of September, 2025. __________________________
Robert Parkhurst, Mayor
I HEREBY CERTIFY the foregoing Resolution 25-54 was duly passed, approved, and adopted by the City Council of the City of Sierra Madre, California, at a meeting held on the 23rd day of September, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:
___________________________
Laura Aguilar, City Clerk
Professional Services Agreement – Consultant Services

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PROFESSIONAL SERVICES AGREEMENT

FOR CONSULTANT SERVICES
(City of Sierra Madre / ______________________________)

1. IDENTIFICATION
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the City of Sierra Madre, a California municipal corporation (“City”), and ______________________, a ____________________________ (“Consultant”).

2. RECITALS

2.1. City has determined that it requires the following professional services from a consultant: ________________________________________________________

2.2. Consultant represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

2.3. Consultant represents that it has no known relationships with third parties, City Council members, or employees of City which would (1) present a conflict of interest with the rendering of services under this Agreement under Government Code Section 1090, the Political Reform Act (Government Code Section 81000 et seq.), or other applicable law, (2) prevent Consultant from performing the terms of this Agreement, or (3) present a significant opportunity for the disclosure of confidential information.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:

3. DEFINITIONS

3.1. “Scope of Services”: Such professional services as are set forth in Consultant’s _________________________ proposal to City attached hereto as Exhibit A and incorporated herein by this reference.

3.2. “Agreement Administrator”: The Agreement Administrator for this project is __________________________________. The Agreement Administrator shall be the principal point of contact at the City for this project. All services under this Agreement shall be performed at the request of the Agreement Administrator. The Agreement Administrator will establish the timetable for completion of services and any interim milestones. City reserves the right to change this designation upon written notice to Consultant
Hue C. Quach
Hue C. Quach
sole proprietorship
Hue C. Quach
Assistance with the development of fiscal policies for the City of Sierra Madre, as ou Michael Bruckner, City Manager
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3.3. “Approved Fee Schedule”: Consultant’s compensation rates are set forth in the fee schedule attached hereto as Exhibit B and incorporated herein by this reference.

This fee schedule shall remain in effect for the duration of this Agreement unless modified in writing by mutual agreement of the parties.

3.4. “Maximum Amount”: The highest total compensation and costs payable to Consultant by City under this Agreement. The Maximum Amount under this Agreement is ______________________________ Dollars ($_______________).

3.5. “Commencement Date”: _________________________

3.6. “Termination Date”: ____________________________

4. TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11:59 p.m. on the Termination Date unless extended by written agreement of the parties or terminated earlier under Section 16 (“Termination”) below. Consultant may request extensions of time to perform the services required hereunder. Such extensions shall be effective if authorized in advance by City in writing and incorporated in written amendments to this Agreement.

5. CONSULTANT’S DUTIES

5.1. Services. Consultant shall perform the services identified in the Scope of Services.

City shall have the right to request, in writing, changes in the Scope of Services.

Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement.

5.2. Business License. Consultant shall obtain and maintain in force a City business license for the duration of this Agreement.

5.3. Campaign Contributions. This Agreement is subject to Government Code Section 84308, as amended by SB 1439. Consultant shall disclose any contribution in an amount of more than two hundred fifty dollars ($250) made within the preceding 12 months by the party or the party’s agent. Consultant shall provide a signed copy of the attached Campaign Contribution Disclosure Form to the City prior to, or concurrent with, the Consultant’s execution of this Agreement.

6. SUBCONTRACTING

6.1. General Prohibition. This Agreement covers professional services of a specific and unique nature. Except as otherwise provided herein, Consultant shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement.
10/01/2025
06/30/2026
Fifty-Eight Thousand Dollars 58,000
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7. COMPENSATION

7.1. General. City agrees to compensate Consultant for the services provided under this Agreement, and Consultant agrees to accept payment in accordance with the Fee Schedule in full satisfaction for such services. Compensation shall not exceed the Maximum Amount. Consultant shall not be reimbursed for any expenses unless provided for in this Agreement or authorized in writing by City in advance.

7.2. Invoices. Consultant shall submit to City an invoice, on a monthly basis or as otherwise agreed to by the Agreement Administrator, for services performed pursuant to this Agreement. Each invoice shall identify the Maximum Amount, the services rendered during the billing period, the amount due for the invoice, and the total amount previously invoiced. All labor charges shall be itemized by employee name and classification/position with the firm, the corresponding hourly rate, the hours worked, a description of each labor charge, and the total amount due for labor charges.

7.3. Taxes. City shall not withhold applicable taxes or other payroll deductions from payments made to Consultant except as otherwise required by law. Consultant shall be solely responsible for calculating, withholding, and paying all taxes.

7.4. Disputes. The parties agree to meet and confer at mutually agreeable times to resolve any disputed amounts contained in an invoice submitted by Consultant.

7.5. Additional Work. Consultant shall not be reimbursed for any expenses incurred for work performed outside the Scope of Services unless prior written approval is given by the City through a fully executed written amendment. Consultant shall not undertake any such work without prior written approval of the City.

8. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material, and all electronic files, including computer-aided design files, developed by Consultant in the performance of this Agreement (such written material and electronic files are collectively known as “written products”) shall be and remain the property of City without restriction or limitation upon its use or dissemination by City except as provided by law. Consultant may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Consultant.

9. RELATIONSHIP OF PARTIES

9.1. General. Consultant is, and shall at all times remain as to City, a wholly independent contractor.

10. INDEMNIFICATION

10.1. Definitions. For purposes of this Section 10, “Consultant” shall include Consultant, its officers, employees, servants, agents, or subcontractors, or anyone directly or Professional Services Agreement – Consultant Services

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indirectly employed by either Consultant or its subcontractors, in the performance of this Agreement. “City” shall include City, its officers, agents, employees and volunteers.

10.2. Consultant to Indemnify City. To the fullest extent permitted by law, Consultant shall indemnify, hold harmless, and defend City from and against any and all claims, losses, costs or expenses for any personal injury or property damage arising out of or in connection with Consultant’s alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Consultant or failure to comply with any provision in this Agreement.

11. INSURANCE

11.1. Insurance Required. Consultant shall maintain insurance as described in this section and shall require all of its subcontractors, consultants, and other agents to do the same. Approval of the insurance by the City shall not relieve or decrease any liability of Consultant Any requirement for insurance to be maintained after completion of the work shall survive this Agreement.

11.2. Documentation of Insurance. City will not execute this agreement until it has received a complete set of all required documentation of insurance coverage.

However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. Consultant shall file with City:
x Certificate of Insurance, indicating companies acceptable to City, with a Best's Rating of no less than A:VII showing. The Certificate of Insurance must include the following reference: ______________________________ _____________________________________________________________ x Documentation of Best’s rating acceptable to the City. x Original endorsements effecting coverage for all policies required by this Agreement.
x Complete, certified copies of all required insurance policies, including endorsements affecting the coverage.

12. Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:
x Professional Liability Insurance: $1,000,000 per occurrence, $2,000,000 aggregate
x General Liability:
x General Aggregate: $2,000,000
x Products Comp/Op Aggregate $2,000,000
x Personal & Advertising Injury $1,000,000
x Each Occurrence $1,000,000
x Fire Damage (any one fire) $ 50,000
City of Sierra Madre ̢
Assistance with the Development of Fiscal Policies (PSA) Professional Services Agreement – Consultant Services

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x Medical Expense (any 1 person) $ 5,000
x Workers' Compensation:
x Workers' Compensation Statutory Limits
x EL Each Accident $1,000,000
x EL Disease - Policy Limit $1,000,000
x EL Disease - Each Employee $1,000,000
x Automobile Liability
x Any vehicle, combined single limit $1,000,000
Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements or limits shall be available to the additional insured.

Furthermore, the requirements for coverage and limits shall be the greater of (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.

13. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, email, or overnight courier service during Consultant’s and City’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing).

If to City
______________________________
City of Sierra Madre
______________________________
232 W. Sierra Madre Blvd.

Sierra Madre, CA 91024
Telephone: (626) 355-7135
Email: _________________________
If to Consultant
Name:____________________________
Address:__________________________
_________________________________
_________________________________
Telephone: ______________________
Email: __________________________
With courtesy copy to:

Aleks R. Giragosian, Esq.

Sierra Madre City Attorney
Colantuono, Highsmith & Whatley, PC
790 E. Colorado Blvd.., Ste. 850
Pasadena, Angeles, CA 91101
Telephone: (213) 542-5700
Email: [email protected]
(626) 678-7823
[email protected]
Michael Bruckner, City Manager Hue C. Quach
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14. TERMINATION
Either party may terminate this Agreement for any reason on seven calendar days’ written notice to the other party. Consultant agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreement.

Upon termination, Consultant shall be paid based on the work satisfactorily performed at the time of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.

TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “CITY”
City of Sierra Madre
Authorized Signatories:

Signature:

Printed:

Title:

Date: ______________________________
“CONSULTANT”
___________________________________
Signature:

Printed:

Title:

Date:

Attest:

Signature:

Printed:

Title: City Clerk
Date:

Approved as to form:

Signature:

Printed:

Title: City Attorney
Date:

Hue C. Quach
Michael Bruckner Hue C. Quach
City Manager Consultant
Laura Aguilar
Aleks R. Giragosian
EXHIBIT A — Scope of Services
Project: Assistance with the Development of Fiscal Policies City: City of Sierra Madre
Consultant: Hue C. Quach
Purpose and Structure
This Exhibit distinguishes between Management Controls (Policies) and the Internal Controls (Procedures) that implement those policies.
x Management Controls (Policies): Formal policy statements adopted by the City that set objectives, expectations, authorities, limits, and standards. x Internal Controls (Procedures): Documented steps, workflows, approvals, segregation of duties, documentation standards, monitoring, and reporting used to implement the policies.

High Priority
1) Cash Management Policy
Management Control (Policy): Establish principles for safeguarding, depositing, and disbursing City funds.

Internal Controls (Procedures) include:
x Cash handling steps (intake, custody, deposits, wires, credit card receipts) x Segregation of duties and approvals
x Bank and ledger reconciliations with timelines
x Exception handling and periodic reporting
2) Credit Card Usage Policy
Management Control (Policy): Define allowable use, authority to issue cards, limits, and accountability.

Internal Controls (Procedures) include:
x Issuance/activation, cardholder agreements, limit settings x Pre-approval and receipt documentation standards
x Prohibited purchases and enforcement steps
x Periodic internal audits and usage reporting
3) Budget Administration Policy
Management Control (Policy): Govern commitments/encumbrances, transfers, carryovers, capital projects, proprietary funds, and the definition of a balanced budget.

Internal Controls (Procedures) include:
x Encumbrance entry and release workflows
x Budget transfer thresholds, approvals, and logging
x Carryover criteria and year-end cutoffs
x Capital project set-up, amendments, and close-out
x Amendment calendar, agenda routing, and reporting
4) Budget Reserves Policy
Management Control (Policy): Set reserve targets by fund type, allowable uses, and replenishment requirements.

Internal Controls (Procedures) include:
x Method for calculating targets and documenting basis/assumptions x Triggers and approvals for use (emergencies vs. one-time needs) x Replenishment timelines and funding sources
x Monitoring and periodic reporting to Council
5) Fund Balance (GASB 54) Policy
Management Control (Policy): Define Fund Balance categories (Nonspendable, Restricted, Committed, Assigned, Unassigned) and application to Net Position in Proprietary Funds.

Internal Controls (Procedures) include:
x Procedures for committing/assigning amounts (roles, timing, documentation) x Classification at year-end and consistency checks
x Application to Enterprise and Internal Service Funds
x Disclosure preparation and reporting
6) Timekeeping Policy
Management Control (Policy): Set standards for accurate, timely recording and approval of time across systems.

Internal Controls (Procedures) include:
x Entry rules for disparate systems; cutoff times
x Supervisor approvals, corrections, and audit trails
x Record retention and periodic internal audits
x Variance monitoring and reporting
Medium Priority
1) Capital Assets Policy
Management Control (Policy): Establish capitalization thresholds, valuation basis, useful lives, and stewardship expectations.

Internal Controls (Procedures) include:
x Acquisition recording and valuation (including contributed assets) x Depreciation setup and schedules
x Inventory/tagging, periodic counts, and reconciliations x Surplus/disposal authorization and documentation
x Capital asset reporting
2) Travel & Expense Reimbursement Policy
Management Control (Policy): Define allowable expenses and reimbursement standards aligned with IRS/GSA guidance.

Internal Controls (Procedures) include:
x Pre-approval requirements and eligibility checks
x Documentation standards (receipts, itemization, purpose) x Rules for lodging, meals, mileage, rideshare, per diem x Submission timelines, audit, and reporting
3) User Fees & Charges Policy
Management Control (Policy): Set cost-recovery targets, review frequency, and inflationary adjustments.

Internal Controls (Procedures) include:
x Cost-of-service methodology and documentation
x Annual/biennial review cycle and Council update process x CPI or index application procedures
x Public notice, adoption records, and revenue monitoring Low Priority
1) Accounting & Financial Reporting Policy
Management Control (Policy): Affirm GAAP/GASB compliance, materiality, and reporting standards.

Internal Controls (Procedures) include:
x Period-end close calendar and responsibilities
x Journal entry authorization and review
x Preparation of ACFR and other mandated reports
x Quality reviews and disclosure checklists
2) Accounts Receivable & Collections Policy
Management Control (Policy): Define billing practices, collection steps, and write-off authority/thresholds.

Internal Controls (Procedures) include:
x Invoicing timelines and statement cycles
x Delinquency follow-up, escalation, and third-party collections x Payment plans and hardship standards
x Write-off approvals, documentation, and reporting
3) Long-Term Financial Planning Policy
Management Control (Policy): Require multi-year forecasting for the General Fund and major funds to guide sustainability.

Internal Controls (Procedures) include:
x Forecast model maintenance (assumptions, updates, version control) x Scenario analysis and stress testing
x Integration with budget development and reserve targets x Periodic presentation and progress reporting
Deliverables
x Draft policy documents (Management Controls) and companion procedure manuals (Internal Controls) for each topic listed, in Word format.
x Final versions incorporating City feedback, formatted for Council adoption, with a crosswalk showing changes from draft to final.
x Implementation checklists and templates (forms, logs, reconciliations, and reports) where applicable.

City Responsibilities
x Provide access to relevant financial systems, existing policies/procedures, and staff subjectmatter experts. x Timely review and consolidated feedback on drafts.

Assumptions
x Policies will be aligned with applicable laws, regulations, and GASB guidance. x Procedures will reflect the City’s current systems and staffing structure and be updated as systems evolve.

Proposal for the City of Sierra Madre
Assistance with the Development of Fiscal
Policies
Hue C. Quach
September 8, 2025
September 8, 2025
Michael Bruckner
City Manager
City of Sierra Madre
232 W. Sierra Madre Blvd.

Sierra Madre, CA 91024
Proposal – Assistance with the Development of Fiscal Policies Mike,
Thanks for thinking of me for this important project. I appreciate this opportunity to submit a proposal to provide consultant services to assist in the development of various fiscal policies for the City of Sierra Madre.

The attached proposal offers the City my services as a seasoned municipal finance professional with over 30+ years of experience, culminating as the Administrative Services Director for the City of Arcadia.

My extensive background, which includes hands-on experience as an Accountant, provides a rare, bottom-up mastery to manage the integrated functions of Finance, Human Resources, and Information Technology. By applying this comprehensive insight, I have successfully implemented robust policies that strengthened internal controls, ensured sound financial management, and advanced prudent financial stewardship throughout the city.

The comprehensive insight gained from this 30-plus-year career in municipal finance provides direct assurance that all departmental work will be executed correctly and in accordance with generally accepted municipal accounting principles.

Please contact me at (626) 678-7823 or [email protected] with any questions.

Sincerely,
Hue C. Quach
Consultant
Sole Proprietorship

WORK PERFORMED
I have reviewed the City of Sierra Madre’s list of functions below and will properly perform or coordinate the work to be performed during the agreed-upon scheduled hours. While changing priorities may impact the timeline, all work will be ensured to be completed efficiently and to professional municipal accounting standards.

Consulting Services for the Development of Fiscal Policies:

The following list outlines the priority level for each policy, as determined by the City.

I. High Priority

1. Cash Management Policy:
o No formal policy currently exists.
o Essential to establish procedures covering:
Handling of cash, deposits, wire transfers, and credit card receipts. Segregation of duties, reconciliation standards, and internal controls.

2. Credit Card Usage:
o The existing policy is outdated and incomplete.
o Must define:
Issuance, use, and approval authority.
Spending limits, prohibited uses, and accountability measures. Documentation and audit requirements.

3. Budget Administration:
o Guidance is fragmented.
o Needs clear rules for:
Transfers, carryovers, and capital project funds.
Definition of a balanced budget.
Budget amendment and approval processes.

4. Budget Reserves:
o The current policy is limited in scope (e.g., Enterprise Funds have no reserve thresholds)
o Should provide comprehensive standards, including:
Target levels of reserves.
Allowable uses and replenishment procedures.
Distinction between emergencies and one-time uses.

WORK PERFORMED (Cont’d)

5. Fund Balance (GASB 54 Compliance):
o No compliant policy currently exists.
o Policy should:
Define all GASB 54 categories of fund balance (non-spendable, restricted, committed, assigned, and unassigned).
Establish procedures for committing and assigning balances. Extending application to Enterprise Funds (e.g., Water and Sewer).

6. Timekeeping:
o Not formally documented
o Policy should cover:
Time entry standards and formats
Supervisory approvals and correction procedures
Record retention and audit protocols
II. Medium Priority

1. Capital Assets:
o No formal policy exists.
o Must establish standards for:
Capitalization thresholds.
Asset tracking and inventory.
Disposal and surplus procedures.

2. Travel & Expense Reimbursement:
o Current Policy dates to 2006.
o Need updates for:
IRS/GSA per diem and mileage rates.
Rideshare, lodging, and modern travel methods.
Applicability across all employees.
Reimbursement rules and documentation.

3. User Fees & Charges:
o Existing language is strong but needs refinement.
o Clarifications should address:
Cost recovery targets
Frequency of updates
CPI or other inflation-based adjustments.

WORK PERFORMED (Cont’d)
III. Low Priority

1. Accounting & Financial Reporting:
o Content is generally adequate.
o Should be relocated into a stand-alone policy for clarity and continuity.

2. Accounts Receivable & Collections:
o No formal policy currently exists
o Depending on receivable volume, it may be useful to formalize:
Write-off thresholds and approvals.
Collection procedures and escalation.

3. Long-Term Financial Planning:
o Currently, only brief references exist.
o A stand-alone policy would:
Institutionalize multi-year forecasting.
Apply to the General Fund and major funds.

SIERRA MADRE PROJECT TEAM
A retired former Finance Director is available to assist the City of Sierra Madre with its financial policies. With extensive experience in proper fiscal oversight and accountability, this professional can guide the city in developing effective internal controls and ensuring prudent financial stewardship.

Hue C. Quach
With more than three decades of experience, Hue is a highly skilled municipal finance expert who recently retired as Director of Administrative Services for the City of Arcadia. His career progression, from entry-level Accountant to Administrative Services Director, provided him with a comprehensive understanding of municipal finance operations. This breadth and depth of experience, combined with his nuanced insight into all Finance Department functions, positions him to effectively guide the City in the development of sound fiscal policies.

For a complete overview of qualifications, a resume is attached.

PROJECT COST
In consideration of the project scope, the proposed billable rate is $120 per hour. The estimated completion timeline is approximately five months, based on a 24-hour weekly schedule, with a total projected cost of $58,000. Please note that the timeframe for each task is contingent upon the scope and evolving requirements of policy development.

Invoices will be submitted bi-weekly for services rendered. Any miscellaneous costs outside the scope of work in this proposal will be invoiced separately. x The first invoice will be submitted ten business days after the notice to proceed. x Payments are due within 21 days of invoice submission.

HUE C. QUACH

EXPERIENCE
JULY 2024 – AUGUST 2025
CONSULTANT – FINANCE/ACCOUNTING ASSISTANCE

CITY OF SOUTH PASADENA
Prepare investment report and staff report
Analyze and correct trial balance errors, which include all balance sheet and income statement accounts.
Review and post daily journal entries; Preparation of year-end closing journals and audit work.
Work with external auditors for: PROP A/C/TDA/AQMD; Measure M, R, &W. Providing services as necessary due to accounting staff vacancies in the Finance Department.

JULY 2008 – DECEMBER 2023 (Retirement)

DIRECTOR OF ADMINISTRATIVE SERVICES

CITY OF ARCADIA
Strategic city executive who provides decisive leadership and oversight for all financial and internal support services. Directed the operations of multiple departments, including Finance, Purchasing, Human Resources, and Information Technology, to deliver complex and highly responsive administrative support across the city. Guided the City to budget surpluses since 2008 and added to the City’s General Fund Reserve Balances from $28 Million to $70 Million in 2023.
Strong debt management proficiencies. Earned S&P’s ‘AAA’ rating for the City.

Saved tens of millions of dollars in the issuance of $95 million Pension Obligation Bonds.
Developed investment policy & managed investment portfolio of $120+ Million. Strategized long-term financial outlook and positioned the City on a sound financial footing.

FEBRUARY 2006 – JULY 2008

DIRECTOR OF FINANCE CITY OF NORWALK
Oversight of the City’s financial affairs to include accounting, budgeting, investment, and debt management. Committed to quality and excellence in ensuring the financial integrity of the City.

FEBRUARY 1998 – JANUARY 2006

ASSISTANT DIRECTOR OF FINANCE CITY OF BELLFLOWER
Oversaw operational activities of the finance department, including accounting, investment, budgeting, investment, and debt financing. Effective liaison to department heads and Council to drive effectiveness and efficiency to policy-driven goals.

EDUCATION
Master of Public Administration, CSU Los Angeles
Business Administration – Finance, CSU Los Angeles

TO: Honorable Mayor Parkhurst and Members of the City Council FROM: Clare Lin, Director of Planning & Community Preservation REVIEWED BY: Michael Bruckner, City Manager
DATE: September 23, 2025
SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH KIMLEYHORN AND ASSOCIATES, INC. FOR GENERAL PLAN

UPDATES TO OPEN SPACE AND CONSERVATION
ELEMENTS IN AN AMOUNT NOT TO EXCEED $155,510

STAFF RECOMMENDATION
It is recommended that the City Council:

1. Approve the professional services agreement between the City of Sierra Madre and Kimley-Horn and Associates, Inc. for consultant services related to updates to the General Plan Open Space and Conservation Elements; and,

2. Authorize the City Manager to execute the Agreement in a form acceptable to the City Attorney.

ALTERNATIVES

1. Approve the agreement with Kimley-Horn and Associates, Inc., and authorize the City Manager to execute the contract; or

2. Direct staff to prepare and issue a new request for proposal to solicit bids from other consulting firms providing similar services.

EXECUTIVE SUMMARY
Recent state legislation, Senate Bill (SB) 1425 mandates updates to the General Plan Open Space and Conservation Elements by January 1, 2026, to comply with new planning requirements. Additionally, Assembly Bill (AB) 1889 require updates to the City of Sierra Madre

AGENDA REPORT
Robert Parkhurst, Mayor
Kristine Lowe, Mayor Pro Tem
Edward Garcia, Council Member
Gene Goss, Council Member
Kelly Kriebs, Council Member
Sue Spears, City Treasurer
Conservation Elements by January 1, 2028.

The updates under SB 1425 and AB 1889 must address:
x Equitable access to open space for all residents;
x Open space benefits related to climate resilience;
x Ecosystem restoration and connectivity between core natural and wilderness areas;
x Wildlife movement and landscape connectivity; and
x Mitigation of development impacts on natural habitats.

Given limited internal capacity and the technical scope involved, staff pursued consultant support for these updates. After receiving only one disqualified bid through the City's direct RFP, staff explored alternative procurement methods and recommends utilizing the cooperative procurement process through the City of La Cañada Flintridge, which previously conducted a competitive RFP and awarded a contract to Kimley-Horn and Associates, Inc.

ANALYSIS
Background And Procurement Process
On May 15, 2025, the City of Sierra Madre posted a 34-day RFP on its website for consultant services to update the Open Space and Conservation Elements. Only one bid was received, and it was disqualified due to being submitted after the deadline and exceeding the budget. Given the limited response, staff pursued an alternative procurement method consistent with the City’s Municipal Code § 3.08.090 and California Public Contract Code §10298, which allows cooperative purchasing where a competitive bid has already been conducted by another public agency.

The City of La Cañada Flintridge issued an RFP through PlanetBids in June 2025 and received five proposals:

Mobius Planning: $182,155
Kimley Horn and Associates Inc: $224,330
CASC Engineering and Consulting: $244,365
MBI: $249,490
Placeworks: $249,950
La Cañada Flintridge evaluated all proposals and awarded the contract to Kimley-Horn and Associates, Inc. on August 19, 2025, citing their superior qualifications, clear understanding of project needs, strong analytical methodology, and relevant project experience although their proposal was not the lowest cost. The following is the reference link to the City of La Cañada Flintridge agenda item and staff report:
https://lacanadaflintridgeca.granicus.com/MetaViewer.php?view_id=4&clip_id=1561&meta_id=53982 Proposed Contract
After reviewing La Cañada Flintridge’s selection methodology, staff contacted KimleyHorn to request a revised proposal aligned with Sierra Madre’s specific goal:
compliance with SB 1425 and AB 1889. In response, Kimley-Horn submitted a streamlined proposal specific to the Open Space and Conservation Elements updates for a not-to-exceed amount of $155,510, which includes community and commission engagements, tribal consultation, and CEQA compliance tasks. This revised proposal reflects a more focused scope, consistent with both the City’s objectives and budget constraints.

To meet the January 2026 statutory deadline for compliance with SB 1425 and the January 2028 statutory deadline for compliance with AB 1889, and to ensure highquality planning deliverables without the delay of re-bidding, staff recommends entering into an agreement with Kimley-Horn and Associates, Inc. Their qualifications, responsiveness, and proposed cost make them a reliable and cost-effective partner for this critical update to the City’s General Plan.

ENVIRONMENTAL(CEQA)
The decision to contract with Kimley-Horn and Associates qualifies for a Common Sense Exemption pursuant to State CEQA Guidelines Section 15061(b)(3). This Exemption is appropriate when it can be seen with certainty that the activity will not have a significant effect on the environment. Further, the consultant will conduct CEQA analysis as part of its updates to the Open Space and Conservation Elements.

STRATEGIC PLAN CORRELATION
This item is consistent with Strategic Plan Objective 2.3 Implementing Environmental Management Programs with Initiative 2.3.1 Preserve and Maintain Hillside areas and Initiative 2.3.2. Manage Wildlife and Human Interactions.

PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process. Copies of this report can be accessed on the City’s website at SierraMadreCA.gov.

FISCAL IMPACT
There is no impact to the General Fund. The proposed professional services agreement with Kimley-Horn and Associates, Inc. establishes a not-to-exceed cost of $155,510. This contract is fully supported within the City’s FY 2025–2026 General Plan Internal Services Fund Adopted Budget.

ATTACHMENTS:

1. Professional Service Agreement with Kimley-Horn and Associates, Inc.

2. Proposal from Kimley-Horn and Associates, Inc.

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311135.v1 8/21/2023

PROFESSIONAL SERVICES AGREEMENT

FOR CONSULTANT SERVICES
(City of Sierra Madre /Kimley-Horn and Associates, Inc.)

1. IDENTIFICATION
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the City of Sierra Madre, a California municipal corporation (“City”), and Kimley-Horn and Associates, Inc., a North Carolina corporation (“Consultant”).

2. RECITALS

2.1. City has determined that it requires the following professional services from a consultant:

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:

3. DEFINITIONS

3.1. “Scope of Services”: Such professional services as are set forth in Consultant’s proposal to City dated and attached hereto as Exhibit A and incorporated herein by this reference.

3.2. “Agreement Administrator”: The Agreement Administrator for this project is:
&ODUH /LQ 'LUHFWRU RI 3ODQQLQJ DQG &RPPXQLW\ 3UHVHUYDWLRQ The Agreement Administrator shall be the principal point of contact at the City for this project.

All services under this Agreement shall be performed at the request of the Agreement Administrator. The Agreement Administrator will establish the timetable for completion of services and any interim milestones. City reserves the right to change this designation upon written notice to Consultant

3.3. “Approved Fee Schedule”: Consultant’s compensation rates are set forth in the fee schedule attached hereto as Exhibit B and incorporated herein by this reference. This Clear Form
Exceptions to the sample agreement
Attachment A
8/26/2025
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fee schedule shall remain in effect for the duration of this Agreement unless modified in writing by mutual agreement of the parties.

3.4. “Maximum Amount”: The highest total compensation and costs payable to Consultant by City under this Agreement. The Maximum Amount under this Agreement is Dollars ($ ).

3.5. “Commencement Date”: .

3.6. “Termination Date”: .

5. CONSULTANT’S DUTIES

5.1. Services. Consultant shall perform the services identified in the Scope of Services. City shall have the right to request, in writing, changes in the Scope of Services. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement.

5.2. Coordination with City. In performing services under this Agreement, Consultant shall coordinate all contact with City through its Agreement Administrator.

5.3. Budgetary Notification. Consultant shall notify the Agreement Administrator, in writing, when fees and expenses incurred under this Agreement have reached eighty percent (80%) of the Maximum Amount. Consultant shall concurrently inform the Agreement Administrator, in writing, of Consultant’s estimate of total expenditures required to complete its current assignments before proceeding, when the remaining work on such assignments would exceed the Maximum Amount.

5.4. Business License. Consultant shall obtain and maintain in force a City business license for the duration of this Agreement.

5.5. Professional Standards. Consultant shall perform all work to the standards of care and skill ordinarily exercised, under similar circumstances, by reputable members of Consultant’s profession in the same locality at the time the services are provided, and in a manner reasonably satisfactory to City. Consultant shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules, and regulations in any manner affecting the performance of this Agreement, including all Cal/OSHA requirements, the conflict of interest provisions of One Hundred Fifty Five Thousand and Five Hudred and Ten 155,510.00 Professional Services Agreement – Consultant Services

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Government Code § 1090 and the Political Reform Act (Government Code § 81000 et seq.).

5.6. Avoid Conflicts. During the term of this Agreement, Consultant shall not perform any work for another person or entity for whom Consultant was not working at the Commencement Date if such work would present a conflict interfering with performance under this Agreement. However, City may consent in writing to Consultant’s performance of such work.

5.7. Campaign Contributions. This Agreement is subject to Government Code Section 84308, as amended by SB 1439. Consultant shall disclose any contribution in an amount of more than two hundred fifty dollars ($250) made within the preceding 12 months by the party or the party’s agent. Consultant shall provide a signed copy of the attached Campaign Contribution Disclosure Form to the City prior to, or concurrent with, the Consultant’s execution of this Agreement.

5.8. Appropriate Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services.

Surabhi Barbhaya shall be Consultant’s project administrator and shall have direct responsibility for management of Consultant’s performance under this Agreement.

No change shall be made in Consultant’s project administrator without City’s prior written consent.

5.9. Substitution of Personnel. Any persons named in the proposal or Scope of Services constitutes a promise to the City that those persons will perform and coordinate their respective services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. If City and Consultant cannot agree as to the substitution of key personnel, City may terminate this Agreement for cause.

5.10. Permits and Approvals. Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary for Consultant’s performance of this Agreement. This includes, but shall not be limited to, professional licenses, encroachment permits and building and safety permits and inspections.

5.11. Notification of Organizational Changes. Consultant shall notify the Agreement Administrator, in writing, of any change in name, ownership or control of Consultant’s firm or of any subcontractor. Change of ownership or control of Consultant’s firm may require an amendment to this Agreement.

5.12. Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such documents Professional Services Agreement – Consultant Services

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shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement.

5.13. Skilled and Trained Workforce Requirement. When the use of a skilled and trained workforce is required to complete a contract pursuant to existing law, this contract is subject to such requirement and Consultant agrees to use a skilled and trained workforce.

6. SUBCONTRACTING

6.2. Consultant Responsible. Consultant shall be responsible to City for all services to be performed under this Agreement.

6.3. Identification in Fee Schedule. All subcontractors shall be specifically listed and their billing rates identified in the Approved Fee Schedule, Exhibit B. Any changes must be approved by the Agreement Administrator in writing as an amendment to this Agreement.

6.4. Compensation for Subcontractors. City shall pay Consultant for work performed by its subcontractors, if any, only at Consultant’s actual cost plus an approved mark-up as set forth in the Approved Fee Schedule, Exhibit B. Consultant shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subcontractors performing services under this Agreement. City shall not be liable for any payment, compensation, or federal and state taxes for any subcontractors.

7. COMPENSATION

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previously invoiced. All labor charges shall be itemized by employee name and classification/position with the firm, the corresponding hourly rate, the hours worked, a description of each labor charge, and the total amount due for labor charges.

7.4. Disputes. The parties agree to meet and confer at mutually agreeable times to resolve any disputed amounts contained in an invoice submitted by Consultant.

7.6. City Satisfaction as Precondition to Payment. Notwithstanding any other terms of this Agreement, no payments shall be made to Consultant until City is satisfied that the services are satisfactory.

7.7. Right to Withhold Payments. If Consultant fails to provide a deposit or promptly satisfy an indemnity obligation described in Section 11, City shall have the right to withhold payments under this Agreement to offset that amount.

8. PREVAILING WAGES
Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. This Agreement is subject to Prevailing Wage Laws, for all work performed under this Agreement for which the payment of prevailing wage is required by those laws. Consultant shall defend, indemnify, and hold the City, its elected officials, officers, employees, and agents free and harmless form any claim or liability arising out of any failure or alleged failure of Consultant to comply with the Prevailing Wage Laws.

9. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material, and all electronic files, including computeraided design files, developed by Consultant in the performance of this Agreement (such written material and electronic files are collectively known as “written products”) shall become upon payment for such, and remain the property of City without restriction or limitation upon its use or dissemination by City except as provided by law. Consultant may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Consultant. Any modifications made by the City to any of the Consultant's documents, or any use, partial use or reuse of the documents without written authorization or adaptation by the Consultant will be at the City's sole risk and without liability to the Consultant, and the City shall indemnify, defend and hold the Consultant harmless from all claims, damages, Professional Services Agreement – Consultant Services

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losses and expenses, including but not limited to attorney's fees, resulting therefrom.

10. RELATIONSHIP OF PARTIES

10.1. General. Consultant is, and shall at all times remain as to City, a wholly independent contractor.

10.2. No Agent Authority. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in any manner employees of City.

10.3. Independent Contractor Status. Under no circumstances shall Consultant or its employees look to the City as an employer. Consultant shall not be entitled to any benefits. City makes no representation as to the effect of this independent contractor relationship on Consultant’s previously earned California Public Employees Retirement System (“CalPERS”) retirement benefits, if any, and Consultant specifically assumes the responsibility for making such a determination. Consultant shall be responsible for all reports and obligations including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation, and other applicable federal and state taxes.

10.4. Indemnification of CalPERS Determination. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

11. INDEMNIFICATION

11.1. Definitions. For purposes of this Section 11, “Consultant” shall include Consultant, its officers, employees, servants, agents, or subcontractors, or anyone directly or indirectly employed by either Consultant or its subcontractors, in the performance of this Agreement. “City” shall include City, its officers, agents, employees and volunteers.

11.2. Consultant to Indemnify City. To the fullest extent permitted by law, Consultant shall indemnify, hold harmless, and defend City from and against any and all claims, losses, costs or expenses for any personal injury or property damage to the extent arising out of or in connection with Consultant’s alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Consultant or failure to comply with any provision in this Agreement.

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11.3. Scope of Indemnity. Personal injury shall include injury or damage due to death or injury to any person, whether physical, emotional, consequential or otherwise, Property damage shall include injury to any personal or real property. Consultant shall not be required to indemnify City for such loss or damage as is caused by the sole or active negligence or willful misconduct of the City.

11.4. Attorneys Fees. Such costs and expenses shall include reasonable attorneys’ fees for counsel of City’s choice, expert fees and all other costs and fees of litigation.

Consultant shall not be entitled to any refund of attorneys’ fees, defense costs or expenses in the event that it is adjudicated to have been non-negligent.

11.5. Defense Deposit. The City may request a deposit for defense costs from Consultant with respect to a claim. If the City requests a defense deposit, Consultant shall provide it within 15 days of the request.

11.6.11.5. Waiver of Statutory Immunity. The obligations of Consultant under this Section 11 are not limited by the provisions of any workers’ compensation act or similar act.

Consultant expressly waives its statutory immunity under such statutes or laws as to City.

11.7.11.6. Indemnification by Subcontractors. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor or any other person or entity involved in the performance of this Agreement on Consultant’s behalf.

11.8.11.7. Insurance Not a Substitute. City does not waive any indemnity rights by accepting any insurance policy or certificate required pursuant to this Agreement.

Consultant’s indemnification obligations apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

12. INSURANCE

12.1. Insurance Required. Consultant shall maintain insurance as described in this section and shall require all of its subcontractors, consultants, and other agents to do the same.

Approval of the insurance by the City shall not relieve or decrease any liability of Consultant Any requirement for insurance to be maintained after completion of the work shall survive this Agreement.

12.2. Documentation of Insurance. City will not execute this agreement until it has received a complete set of all required documentation of insurance coverage. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. Consultant shall file with City:
x Certificate of Insurance, indicating companies acceptable to City, with a Best's Rating of no less than A:VII showing. The Certificate of Insurance must include the project name:
x Documentation of Best’s rating acceptable to the City.

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x Original endorsements effecting coverage for all policies required by this Agreement.
x Complete, certified copies of all required insurance policies, including endorsements affecting the coverage.

12.3. Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:
x Professional Liability Insurance: $1,000,000 per occurrenceclaim, $2,000,000 aggregate
x General Liability:
o General Aggregate: $2,000,000
o Products Comp/Op Aggregate $2,000,000
o Personal & Advertising Injury $1,000,000
o Each Occurrence $1,000,000
o Fire Damage (any one fire) $ 50,000
o Medical Expense (any 1 person) $ 5,000
x Workers' Compensation:
o Workers' Compensation Statutory Limits
o EL Each Accident $1,000,000
o EL Disease - Policy Limit $1,000,000
o EL Disease - Each Employee $1,000,000
x Automobile Liability:
x Any vehicle, combined single limit $1,000,000
Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements or limits shall be available to the additional insured. Furthermore, the requirements for coverage and limits shall be the greater of (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured

12.4. General Liability Insurance. Commercial General Liability Insurance shall be no less broad than ISO form CG 00 01. Coverage must be on a standard Occurrence form.

Claims-Made, modified, limited or restricted Occurrence forms are not acceptable.

12.5. Worker’s Compensation Insurance. Consultant is aware of the provisions of Section 3700 of the Labor Code which requires every employer to carry Workers' Compensation (or to undertake equivalent self-insurance), and Consultant will comply with such provisions before commencing the performance of the work of this Agreement. If such insurance is underwritten by any agency other than the State Compensation Fund, such agency shall be a company authorized to do business in the State of California.

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12.6. Automobile Liability Insurance. Covered vehicles shall include owned if any, nonowned, and hired automobiles and, trucks.

12.7. Professional Liability Insurance or Errors & Omissions Coverage. The deductible or self-insured retention may not exceed $50,000. If the insurance is on a Claims-Made basis, the retroactive date shall be no later than the commencement of the work.

Coverage shall be continued for two years after the completion of the work by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement.

12.8. Claims-Made Policies. If any of the required policies provide coverage on a claimsmade basis the Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Claims-Made Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

12.9. Additional Insured Endorsements. The City, its City Council, Commissions, officers, and employees of Sierra Madre must be endorsed as an additional insured for each policy required herein, other than Professional Errors and Omissions and Worker’s Compensation, for liability arising out of ongoing and completed operations by or on behalf of the Consultant. Consultant’s insurance policies shall be primary as respects any claims related to or as the result of the Consultant’s work. Any insurance, pooled coverage or self-insurance maintained by the City, its elected or appointed officials, directors, officers, agents, employees, volunteers, or consultants shall be noncontributory. All endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. General liability coverage can be provided using an endorsement to the Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37.

12.10. Failure to Maintain Coverage. In the event any policy is canceled prior to the completion of the project and the Consultant does not furnish a new certificate of insurance prior to cancellation, City has the right, but not the duty, to obtain the required insurance and deduct the premium(s) from any amounts due the Consultant under this Agreement. Failure of the Consultant to maintain the insurance required by this Agreement, or to comply with any of the requirements of this section, shall constitute a material breach of this Agreement.

12.11. Notices. Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is increased. Consultant shall provide no less than 30 days’ notice of any cancellation or material change to policies required by this Agreement. Consultant shall provide proof that cancelled or expired Professional Services Agreement – Consultant Services

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policies of insurance have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages. The name and address for Additional Insured Endorsements, Certificates of Insurance and Notices of Cancellation is: City of Sierra Madre, Attn: , 232 W. Sierra Madre Blvd., Sierra
Madre, CA 91024.

12.12. Consultant’s Insurance Primary. The General and Auto liability insurance provided by Consultant, including all endorsements, shall be primary to any coverage available to City. Any insurance or self-insurance maintained by City and/or its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.

12.13. Waiver of Subrogation. Consultant hereby waives all rights of subrogation against the City. Consultant shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself.

12.14. Report of Claims to City. Consultant shall report to the City, in addition to the Consultant’s insurer, any and all insurance claims submitted to Consultant's insurer in connection with the services under this Agreement.

12.15. Premium Payments and Deductibles. Consultant must disclose all deductibles and self-insured retention amounts to the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within retention amounts. Ultimately, City must approve all such amounts prior to execution of this Agreement. City has no obligation to pay any premiums, assessments, or deductibles under any policy required in this Agreement.

Consultant shall be responsible for all premiums and deductibles in all of Consultant’s insurance policies. The amount of deductibles for insurance coverage required herein are subject to City’s approval.

12.16. Duty to Defend and Indemnify. Consultant’s duties to defend and indemnify City under this Agreement shall not be limited by the foregoing insurance requirements and shall survive the expiration or early termination of this Agreement.

13. MUTUAL COOPERATION

13.1. City Cooperation in Performance. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Consultant’s services under this Agreement.

13.2. Consultant Cooperation in Defense of Claims. If any claim or action is brought against City relating to Consultant’s performance in connection with this Agreement, Consultant shall render any reasonable assistance that City may require in the defense of that claim or action.

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14. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, email, or overnight courier service during Consultant’s and City’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing).

If to City
City of Sierra Madre
232 W. Sierra Madre Blvd.

Sierra Madre, CA 91024
Telephone: (626) 355-7135
Email:

If to Consultant
Surabhi Barbhaya
Kimley-Horn and Associates, Inc.
1100 W. Town & Country Rd.

Suite 700
Orange, CA 92868
Telephone: (714) 462-2770
[email protected]
With courtesy copy to:

Aleks R. Giragosian, Esq.

Sierra Madre City Attorney
Colantuono, Highsmith & Whatley, PC
790 E. Colorado Blvd., Suite 850
Pasadena, CA 91101
Telephone: (213) 542-5700
Email: [email protected]

15. SURVIVING COVENANTS
The parties agree that the covenants contained in Section 5.11 (Records), Section 10.4 (Indemnification of CalPERS Determination), Section 11 (Indemnification), Section 12.8 (ClaimsMade Policies), paragraph 12.13 (Waiver of Subrogation), Section 13.2 (Consultant Cooperation in Defense of Claims), Section 15 (Surviving Covenants), Section 17 (Interpretation of Agreement), and Section 18 (General Provisions) of this Agreement shall survive the expiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose.

16. TERMINATION

16.1. City Termination. City may terminate this Agreement for any reason on five calendar days’ written notice to Consultant. Consultant agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreement.

16.2. Consultant Termination. Consultant may terminate this Agreement for a material breach of this Agreement by the City upon 30 days’ notice.

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16.3. Compensation Following Termination. Upon termination, Consultant shall be paid based on the work satisfactorily performed at the time of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement. The City shall have the benefit of such work as may have been completed up to the time of such termination.

16.4. Remedies. City retains any and all available legal and equitable remedies for Consultant’s breach of this Agreement.

17. INTERPRETATION OF AGREEMENT

17.1. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California.

17.2. Integration of Exhibits. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the provisions of this Agreement and its exhibits, the provisions of this Agreement shall prevail. In the event of any material discrepancy between the express provisions of this Agreement and the exhibits of this Agreement, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed on by City and Consultant.

17.3. Headings. The headings and captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the language of the section or paragraph shall control and govern in the construction of this Agreement.

17.4. Pronouns. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).

17.5. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

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17.6. No Presumption Against Drafter. Each party had an opportunity to consult with an attorney in reviewing and drafting this agreement. Any uncertainty or ambiguity shall not be construed for or against any party based on attribution of drafting to any party.

18. GENERAL PROVISIONS

18.1. Confidentiality. All data, documents, discussion, or other information developed or received by Consultant for performance of this Agreement are deemed confidential and Consultant shall not disclose it without prior written consent by City. City shall grant such consent if disclosure is legally required. All City data shall be returned to City upon the termination or expiration of this Agreement.

18.2. Conflicts of Interest. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subcontractor to file, a Statement of Economic Interest with the City’s Filing Officer if required under state law in the performance of the services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

18.3. Non-assignment. Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City’s prior written consent, and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any party other than Consultant.

18.4. Binding on Successors. This Agreement shall be binding on the successors and assigns of the parties.

18.5. No Third-Party Beneficiaries. Except as expressly stated herein, there is no intended third-party beneficiary of any right or obligation assumed by the parties.

18.6. Time of the Essence. Time is of the essence for each and every provision of this Agreement. Notwithstanding any other provision of this Agreement, the Consultant shall not have liability for or be deemed in breach because of delays caused by any factor outside of its reasonable control, including but not limited to natural disasters, adverse weather, or acts of the City, third parties, or governmental agencies.

18.7. Non-Discrimination. Consultant shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition (cancer-related), marital status, ancestry, or sexual Professional Services Agreement – Consultant Services

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orientation. Employment actions to which this provision applies shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; or in terms, conditions or privileges of employment, and selection for training. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause.

18.8. Waiver. No provision, covenant, or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing signed by one authorized to bind the party asserted to have consented to the waiver. The waiver by City or Consultant of any breach of any provision, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other provision, covenant, or condition.

18.9. Excused Failure to Perform. Consultant shall not be liable for any failure to perform if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Consultant.

18.10. Remedies Non-Exclusive. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies.

18.11. Attorneys’ Fees. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys’ fees and costs expended in the action.

18.12. Venue. The venue for any litigation shall be Los Angeles County, California and Consultant hereby consents to sole jurisdiction in Los Angeles County for purposes of resolving any dispute or enforcing any obligation arising under this Agreement.

18.13. Counterparts; Electronic Signatures. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument. The parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, “electronic signature” shall include faxed or emailed versions of an original signature, electronically scanned and transmitted versions (e.g., via pdf) of an original signature, or a digital signature.

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TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “CITY”
City of Sierra Madre
Authorized Signatories:

Signature:

Printed:

Title:

Date:
“CONSULTANT”
Kimley-Horn and Associates, Inc.

Signature:

Printed:

Title:

Date:

Attest:

Signature:

Printed:

Title: City Clerk
Date:

Approved as to Form:

Signature:

Printed:

Title: City Attorney
Date:

Professional Services Agreement – Consultant Services
Exhibit A
311135.v1 8/21/2023

EXHIBIT A
Scope of Services
Proposal For Parks & Open Space, and
Conservation Elements Update
Scope of Work
Task 1: Project Initiation and Management
Task 1.1: Kick-off Meeting
The Kimley-Horn team will hold an in-person kick-off meeting with the City project team. We will review and refine the scope of work, project schedule, communications protocol, and deliverables. The team will also discuss staff expectations, data needs, and the community outreach approach.

Deliverables
x Kick-off meeting agenda and summary
x Data needs memo
Task 1.2: Project Coordination
The Kimley-Horn team will hold monthly virtual coordination meetings with City staff. We will prepare agendas, summaries, and action items for each meeting to align with the project schedule. Ongoing communication will be maintained via email and phone calls. A dedicated SharePoint site on Microsoft Teams will be set up for document sharing and review.

Deliverables
x Monthly virtual coordination meetings (up to eight [8]) x Meeting agendas and summaries
x Link to SharePoint site via Teams
Task 1.3: Project Management
Surabhi Barbhaya, AICP, LEED AP, will manage the project's daily operations, including coordination with subconsultants and task leaders. Her coordination and management responsibilities will include tracking progress, managing invoicing and reports, maintaining project files, managing the scope, schedule, and budget.

Deliverables
x Monthly invoices; Progress reports
x Internal coordination
x Updated schedules and budgets (as needed)
Task 2: Community and Stakeholder Engagement
Task 2.1: Public Workshop (in-person)
Kimley-Horn will facilitate one (1) in-person workshop (typically 2 hours long) to solicit input and educate the public about the updates to the elements. We will have a presentation and activity stations such as post-it exercises along with comment cards to gather input. The format of the event, venue, and exercises that will be most effective will be discussed in greater detail during the coordination meetings.

We will provide the City with a summary of the workshop, and the results will be used for the formulation of the policies.

Proposal For Parks & Open Space, and
Conservation Elements Update
Kimley-Horn will design one promotional piece to publicize the opportunity to participate. The promotional piece will be provided to the City for review, and one round of revisions is assumed. The promotional piece will be provided in English. The City will be responsible for securing the venue and dissemination of the promotional piece through the City website, social media platforms, newsletters, printed mailings, or other methods as determined suitable to obtain the greatest participation from the community.

Deliverables
x Conduct one (1) in-person workshop
x Meeting collateral in English – PDF copies of the flyer and presentation x Informational and activity boards: up to four (4) boards (size 22X36 inches) x Workshop summary
Task 2.2: Departments/Commission Workshops
Kimley-Horn will facilitate a total of two (2) workshops with departments such as Parks & Recreation Commission, Public Works, Planning Commission and/or City Council depending on the direction of the City. We recommend the first meeting occur prior to the community workshop to help shape the materials and ideas presented to the public, and the second meeting follow the workshop to refine solutions based on community feedback. These workshops will be conducted in a small focus group format, ideally with 4 to 6 participants, to promote efficient discussion and problem-solving. The City will coordinate meeting logistics and invitations. Feedback received that falls outside the current scope will be documented and shared with the City for consideration in future, more comprehensive update of General Plan.

Deliverables
x Meetings/workshops (two[2] in-person)
x Presentation, meeting materials
x Workshop summary
Task 3: Draft and Final General Plan Elements
Task 3.1: Draft Conservation Element
This task will involve a comprehensive update of the City’s Conservation Element to reflect current conditions and align with recent state mandates, including AB 1889. We will examine the current state of natural resources, including wildlife habitats, vegetation communities, and soil conditions. This analysis will include a review of existing preservation and management practices and the identification of environmentally sensitive areas that may warrant additional protection. The analysis will also document existing conservation efforts, such as water conservation measures, waste management, and energy efficiency programs, and consider how urban growth may impact these resources. Additionally, this analysis will align with state and local conservation goals, climate adaptation strategies, and regulations to guide policies that strive to balance resource conservation with the City's development needs. This effort will include a detailed review of existing conditions, identification of key issues and opportunities, and the development of updated goals, policies, and implementation actions that support habitat linkages and long-term ecological resilience.

To comply with AB 1889, Kimley-Horn will update its Conservation Element to address wildlife connectivity, habitat permeability, and opportunities for ecological restoration. Using regional data Proposal For Parks & Open Space, and
Conservation Elements Update
sources—such as the California Department of Fish and Wildlife’s (CDFW’s) habitat connectivity maps—and Google Earth assessments conducted in partnership with Bargas Consulting as well as staff interviews, the update will identify potential movement corridors within the City. Various maps that show penetration potential, land blocks, and essential corridors will be created to support discussion in compliance with AB 1889.

The updated Element will include goals and implementation actions that avoid or minimize new barriers to wildlife movement, encourage wildlife-friendly design and landscaping, and promote habitat restoration where feasible. Policies will also emphasize coordination with neighboring jurisdictions and other agencies to support regional ecological health. The final update will be delivered with supporting maps and GIS layers, ensuring that the City meets the statutory intent of AB 1889 while aligning with its broader environmental and land use goals.

Deliverables
x Draft Conservation Element (Digital Copy)
Task 3.2: Draft Open Space and Recreation Element
This task will involve a comprehensive update of the City’s Open Space Element to reflect current conditions and align with recent state mandates, including SB 1425. This task will involve collecting current data provided by the City’s Parks and Recreation Department and desktop research on all parks, recreational facilities, trails, and natural open spaces, including acreage, amenities, recreation activities, and condition. The team will review and reconcile City geographic information system (GIS) layers, data from Parks and Recreation Department, and recent improvements since the last General Plan update, for consistency with the Park Planning activities and any relevant planning documents. In addition, we will document park classifications, service areas, and gaps in access using industry benchmarks and community needs. This effort will include a detailed review of existing conditions, identification of key issues and opportunities, and the development of updated goals, policies, and implementation actions.

In compliance with SB 1425, Kimley-Horn will utilize GIS data provided by the City to develop maps that overlay existing parks, five-minute walk sheds, and environmental and demographic data from CalEnviroScreen 4.0. This spatial analysis will help identify neighborhoods with limited access to parks and recreation opportunities. Additionally, we will incorporate findings from existing studies such as the County’s Parks Needs Assessments and the LA County Parks Study Area Profile to document the types of recreational activities currently available. These insights will inform targeted strategies to improve park access and equity for historically underserved populations.

To evaluate the role of open space in supporting climate adaptation, we will rely on relevant plans already created by the City as well as best practices. Our analysis will assess factors such as extreme heat exposure, flood risk, air quality, and urban heat island effects, and will rely on Climate Vulnerability Assessment. We will develop policy recommendations that support expansion or modification of the tree canopy in response to fire protection if needed, creation of shaded recreational spaces, and integration of nature-based infrastructure to enhance public health and climate resilience.

Consistent with SB 1425, the Open Space and Recreation Element update will also recommend policies to study rewilding opportunities within the City and integrate them with the Conservation Element. This includes restoring native habitat corridors, repurposing underutilized areas for ecological functions, and enhancing biodiversity. We will propose policies that promote habitat connectivity, watershed health, Proposal For Parks & Open Space, and
Conservation Elements Update
and the protection of cultural and historic resources, contributing to a more resilient and ecologically balanced open space network.

Deliverables
x Draft Parks and Open Space Element (Digital Copy)
Task 3.3: Public Review and Final General Plan Element
Upon City staff’s review of the Administrative Draft, the Kimley-Horn team will meet with City staff to discuss the comments. The team will then integrate the suggested revisions to produce a public review draft of the GPU, which will be presented at City Council hearings.

After public hearings with the City Council, and once City staff confirms final changes, the Kimley-Horn team will refine the draft General Plan to produce the final version. Revisions at this stage are anticipated to be minimal, focusing on adjustments identified during the public hearing process to align with community input and City Council directives.

Deliverables
x Public Review Draft of the two elements (Digital Copy) x Final Draft of the two elements (Digital Copy)
Task 3.4: Tribal Consultation Pursuant to SB 18
SB 18 tribal consultation, enacted in 2004 and codified in California Government Code Section 65352.3, requires early consultation with California Native American tribes when amending General Plan elements that could impact sacred sites or tribal lands. Kimley-Horn will provide Senate Bill (SB 18) Native American communications assistance, as directed by the City. Kimley-Horn will contact the Native American Heritage Commission (NAHC) to request a Sacred Lands File (SLF) Search and an SB 18 list of Native American tribes and individuals to contact. Using the NAHC SB 18 list, Kimley-Horn will draft SB 18 letters for City distribution. The letters’ objective will be to contact the identified entities to discern whether a tribe or individual has knowledge of cultural resources within the Project boundaries. A request for consultation would require the City to enter a consultation process.

Since a CEQA exemption is currently anticipated for these updates, AB 52 tribal consultation is not required at this time. However, if a more detailed CEQA review becomes necessary as the project progresses, Kimley-Horn can support the City in conducting AB 52 consultation in compliance with all applicable requirements.

Deliverables
x Identifying tribes and contact
x Drafting and mailing letters to tribes
x Consultation as required
Task 3.5: CEQA Exemption for General Plan Elements
Based on Kimley-Horn’s professional judgment and experience, the proposed updates to the Conservation and Open Space/Recreation Element may qualify for a Commonsense Exemption pursuant to State CEQA Guidelines Section 15061(b)(3). This Exemption is appropriate when it can be Professional Services Agreement – Consultant Services
Exhibit B
311135.v1 8/21/2023
Exhibit B
Approved Fee Schedule
Name
Surabhi
Barbhaya
Elizabeth
Cobb
Category/Title
Project
Manager/Sr.

Professional I
Principal-inCharge/Sr.

Professional II
Billing Rate $280.00 $375.00 $375.00 $345.00 $220.00 $190.00 $175.00 $150.00 Task 1 54 2 4 0 0 0 0 6 66 $ 18,270.00 $ 750.00 $ 19,020.00

1.1 64 10 $ 3,180.00 $ 750.00 $ 3,930.00

1.2 24 2 26 $ 7,020.00 $ 7,020.00

1.3 24 2 4 30 $ 8,070.00 $ 8,070.00
Task 2 28 0 12 0 0 20 4 0 64 $ 16,840.00 $ 3,000.00 $ 19,840.00

2.1 16 4 12 4 36 $ 8,960.00 $ 1,000.00 $ 9,960.00 2.2 Commission Workshops and Presentations (2) 12 8 8 28 $ 7,880.00 $ 2,000.00 $ 9,880.00 Task 3 102 10 6 20 160 84 10 0 392 $ 94,370.00 $ 7,000.00 $ 101,370.00

3.1 40 2 6 60 24 132 $ 31,960.00 $ 7,000.00 $ 38,960.00 3.2 40 6 20 60 60 186 $ 44,950.00 $ 44,950.00 3.3 16 2 24 42 $ 10,510.00 $ 10,510.00 3.4 2 4 4 10 $ 2,140.00 $ 2,140.00 3.5 4 12 6 22 $ 4,810.00 $ 4,810.00 Task 4 16 0 6 0 16 12 0 0 50 $ 12,530.00 $ 1,250.00 $ 13,780.00

4.1 16 6 16 12 50 $ 12,530.00 $ 1,250.00 $ 13,780.00
200 12 28 20 176 116 14 6 572
$56,000.00 $4,500.00 $10,500.00 $6,900.00 $38,720.00 $22,040.00 $2,450.00 $900.00 $ 142,010.00 $ 12,000.00 $ 154,010.00 $ 1,500.00 $ - $ 1,500.00 $ 1,500.00 $ 1,500.00
$ 143,510.00 $ 12,000.00 $ 155,510.00
KH Total
Hours KH Cost Bargas Cost
TOTAL

PROJECT
COST
City of Sierra Madre
Open Space &
Recreation and
Conservation Elements
Update

TOTAL HOURS
Subtotal Labor:

Other Direct Costs
Kimley-Horn and Associates, Inc.

Support Staff Analyst II Analyst II Analyst I Sr. Professional II Sr. Professional I Project Initiation and ManagementKick-Off MeetingProject CoordinationProject ManagementCommunity and Commission EngagementCommunity Workshop (1)Draft and Final General Plan ElementsDraft Conservation ElementDraft Open Space/Recreation ElementPublic Review and Final General Plan ElementTribal Consultation Pursuant to SB 18CEQA Exemption General Plan ElementsPublic Hearings and AdoptionPublic Hearing Meetings/Presentations (2)Expenses (Milage and printing) TOTAL COST:

Rate Schedule Used
Parks & Open Space, and Conservation Elements Update
Proposal For

CITY OF SIERRA MADRE
Proposal For Parks & Open Space, and Conservation
Elements Update Consultant Services
Prepared for City of Sierra Madre
Attachment B
Proposal For Parks & Open Space, and
Conservation Elements Update
Cover Letter
August 26, 2025
Clare Lin, Planning & Community Preservation Director
City of Sierra Madre
232 W. Sierra Madre Blvd. Sierra Madre, CA 91024
RE: Proposal for Parks & Open Space, and Conservation Elements Update Consultant Services Dear Ms. Lin and Members of the Selection Committee:

The City of Sierra Madre (City) is seeking a trusted and knowledgeable consultant to complete a Conservation and Open Space and Recreation Elements Update. To successfully deliver this project, the City needs a reliable consultant with relevant experience, a cohesive team, and a proven project management approach to complete the remaining necessary tasks to implement the City’s General Plan.

Kimley-Horn is that consultant. With extensive experience updating Conservation, and Open Space and Recreation Elements—including recent projects for the Cities of Moreno Valley and Scotts Valley—our team is highly knowledgeable in addressing current and emerging legislative requirements. We have a strong track record of delivering General Plan Updates (GPUs) that align with evolving state mandates. While reviewing our proposal, please consider the following Kimley-Horn attributes:

AT THE FOREFRONT. Recent legislative changes, including Senate Bill (SB) 1425, and Assembly Bill (AB) 1889, have introduced has introduced new requirements for Open Space and conservation elements of General Plans related to climate resilience, equity, and wildlife connectivity. Kimley-Horn is actively helping communities incorporate these mandates into their plans. We are currently supporting the City of Moreno Valley in updating its General Plan and Zoning Code to align with these laws and position the City for future resilience and funding opportunities. Our experience and familiarity with these new laws will provide invaluable insight to the City for these updates.

COMPREHENSIVE, EXPERIENCED TEAM. The Kimley-Horn team brings proven experience in community design and land use policy, offering creative, practical solutions. Our well-rounded approach balances design, environmental, social, and fiscal considerations to support long-term implementation. Surabhi Barbhaya, AICP, LEED AP, Elizabeth Cobb, Matt Durham, PLA, ASLA, Bryant de la Torre, AICP, and Daria Young bring decades of combined experience in planning, environmental review, and public engagement. We have also partnered with Thomas Liddicoat of Bargas Consulting, who will support the Conservation Element and explore rewilding opportunities. Our key staff will be supported by a core team of planners with direct experience in Conservation, and Open Space and Recreation Elements updates.

We welcome the opportunity to help the City achieve its goals and proceed with the update of these elements.

For any questions, please contact Surabhi Barbhaya, AICP, LEED AP at 949.426.8886 or at [email protected]. Thank you for considering Kimley-Horn. We look forward to partnering with the City.

Sincerely,

KIMLEY-HORN AND ASSOCIATES, INC
Surabhi Barbhaya, AICP, LEED AP Jacob Glaze, PE
Project Manager Vice President
1100 Town and Country Road Suite 700
Orange, CA 92868
TEL: 714.939.1030
Proposal For Parks & Open Space, and
Conservation Elements Update
*Jacob Glaze is authorized to bind Kimley-Horn and execute agreements on behalf of the firm.

Introduction
Founded in 1967, Kimley-Horn is a privately held corporation that has grown into a leading consulting firm offering comprehensive and innovative planning services; environmental engineering; development review services; landscape design; and traffic, civil, and structural services to public and private agencies throughout the United States. We employ more than 10,000 personnel in 145 offices nationwide, including 15 offices in California—which staff over 850 planners, engineers, analysts, and administrative staff locally. Kimley-Horn is recognized as a leader in consulting for both the public and private sectors. Our growth is the result of the firm’s commitment to integrity and dedication to providing quality services.

Proposal For Parks & Open Space, and
Conservation Elements Update
Recent Experience
Moreno Valley GPU, EIR, and Zoning Code Update, City of Moreno Valley, CA
The City of Moreno Valley’s General Plan,
originally adopted in 2021, established a
forward-looking vision centered on growth,
sustainability, and equity through 2040.

However, with the adoption of several new
state laws—such as AB 932, SB 1425, AB
1889, and AB 2684—some with compliance
deadlines as early as January 2026, the
General Plan now requires targeted
updates to maintain consistency with state
mandates. The City has also annexed areas
within its Sphere of Influence, which must
be incorporated into updated land use
policies and maps. Kimley-Horn is
supporting the City in updating the General
Plan to integrate new statutory
requirements while reflecting development
progress and policy implementation that
occurred between 2021 and 2025. KimlyHorn is also making sure that consistency is maintained throughout various elements of the General Plan and with the Environmental Impact Report (EIR). We also made changes to existing conditions to reflect the most recent data such as fire maps, demographics, parks and rec facilities as well as policy changes per present day needs and conditions. The GPU proposed new mixed use and overlay zones as well as changes to the Airport Overlay Zone. Kimley-Horn is helping the City’s zoning code and zoning map update to align with the changes in the General Plan.

Proposal For Parks & Open Space, and
Conservation Elements Update
Scotts Valley GPU and EIR, City of Scotts Valley, CA
Kimley-Horn collaborated with the City of Scotts Valley to update its General Plan, the first revision since 1994, adopted in November 2023. It outlines the City’s long-term vision for land use, housing, transportation, and public services. The General Plan aims to enhance community livability, economic vitality, and environmental sustainability. Key objectives include promoting sustainable development, improving infrastructure, and preserving open spaces while accommodating growth. The plan emphasizes community engagement and aims to foster a vibrant, inclusive atmosphere.

To facilitate community engagement, Kimley-Horn created eye-catching branding and logo, and four magazine- style fact sheets that provided context and solicited public feedback on potential issues.

Additionally, a web- based survey garnered responses from over 800 residents, resulting in approximately 175 pages of written comments. The project included a strategic assessment of land uses to identify optimal uses for vacant and underdeveloped parcels, focusing on increased densities near the proposed Town Center and along transit corridors. Furthermore, Kimley-Horn developed a citywide traffic model, a climate action plan, and a programmatic EIR as part of the planning process, providing a comprehensive approach to the City’s growth and sustainability. The Climate Action Plan specifically outlines strategies for reducing greenhouse gas (GHG) emissions and fostering collaboration with local stakeholders.

Proposal For Parks & Open Space, and
Conservation Elements Update
Rolling Hills Estates GPU and EIR, City of Rolling Hills Estates, CA While with her previous firm,
Surabhi Barbhaya, AICP, LEED
AP worked on the GPU for the City
of Rolling Hills Estates. The update
reflects the City's vision and
includes a strong focus on
enhancing sustainability,
complying with changes in state
law, and improving the Plan's
usefulness. The City’s Open Space
and Recreation Element, as part of
its GPU, emphasizes the
preservation and enhancement of
the City's parks, trails, and open
spaces to maintain its semi-rural
character and promote community
well-being. The Element outlines
plans for three new mini-parks to increase the percentage of residents within a 10-minute walk to a park.

As a part of the GPU, the Circulation and Conservation elements were also updated to emphasize multimodal connectivity and cutting-edge policies related to conservation respectively. Additionally, the Commercial District Vision Plan, which Surabhi also led, includes proposals for new plazas and green spaces in areas like the Promenade Mall and Peninsula Center, aiming to create vibrant, accessible public spaces. The city also maintains 25 miles of equestrian trails and 10 miles of bicycle paths, reflecting its commitment to diverse recreational opportunities. Overall, the Element seeks to balance development with the conservation of natural resources, making sure that open spaces continue to serve ecological functions while providing recreational benefits to residents.

Proposal For Parks & Open Space, and
Conservation Elements Update
Park Pedestrian Access Gap Map
County of Lassen, Regional Area Plan Update, Lassen County, CA (August 2024– Ongoing)
Kimley-Horn is helping Lassen County with the update of the regional Area Plan Update, which aims to address shifts within the community and changing circumstances that influence the County's future direction. A comprehensive regional Area Plan Update is carefully crafted by integrating long- term visioning collected through extensive community engagement, modifying and adding text to emphasize policies and programs that address concerns the Board of Supervisors raised. This Update will establish the foundation for a thriving and resilient community for generations to come. It includes the Johnsonville, Susanville Vicinity, Richmond/Gold Run, Lake Forest community, and nearby areas.

Located along Lassen County’s southern edge, just outside Susanville, the study area serves as a crucial link between rural communities and the broader regional infrastructure. Regional access is supported by major highways, including California State Routes 44, 36, 139, and U.S. Highway 395, which provide essential transportation corridors for local and regional traffic, connecting the area to surrounding counties and the rest of California. The plan includes Land Use, Housing, Conservation and Open Space, Economic Development, Public Safety, and Circulation Elements for each of the communities.

Proposal For Parks & Open Space, and
Conservation Elements Update
Personnel
Kimley-Horn understands that when you choose a consulting firm, you are really choosing the people who will bring you technical expertise, hands-on experience with similar projects, and a commitment to timely, high- quality deliverables and client service. Our team will be led by Surabhi Barbhaya, AICP, LEED AP, a successful Kimley-Horn project manager with 20 years of experience in urban planning and design. Surabhi has led a multitude of projects, including GPUs, specific plans, zoning codes, objective design standards, complete streets, and active transportation. Her urban planning background helps her take a holistic approach to projects by integrating land use, transportation, and sustainable development to respond to demographic, market,
economic, physical, and organizational forces.

Surabhi will be supported by a deep bench of
planning professionals well-versed in long range
planning projects. Like Surabhi, our proposed team
brings extensive experience successfully managing
complex projects across various sectors. Our team is
committed to providing continuous support to the
Project manager Surabhi Barbhaya, AICP,
LEED AP will remain the City’s main point of
contact for the duration of this project. She can
be reached at
949.426.8886
or at
[email protected].

Proposal For Parks & Open Space, and
Conservation Elements Update
project manager throughout the project’s duration, allowing for timely execution, effective problem solving, and seamless coordination with all stakeholders.

Organization Chart
The organization chart below delineates the specific responsibilities of Kimley-Horn’s key personnel and support staff. Resumes of our proposed key team members are included in the Appendix of this proposal.

Proposal For Parks & Open Space, and
Conservation Elements Update
Scope of Work
Task 1: Project Initiation and Management
Task 1.1: Kick-off Meeting
The Kimley-Horn team will hold an in-person kick-off meeting with the City project team. We will review and refine the scope of work, project schedule, communications protocol, and deliverables. The team will also discuss staff expectations, data needs, and the community outreach approach.

We will provide the City with a summary of the workshop, and the results will be used for the formulation of the policies.

Deliverables
x Identifying tribes and contact
x Drafting and mailing letters to tribes
x Consultation as required
Task 3.5: CEQA Exemption for General Plan Elements
Based on Kimley-Horn’s professional judgment and experience, the proposed updates to the Conservation and Open Space/Recreation Element may qualify for a Commonsense Exemption pursuant to State CEQA Guidelines Section 15061(b)(3). This Exemption is appropriate when it can be Proposal For Parks & Open Space, and
Conservation Elements Update
seen with certainty that the activity will not have a significant effect on the environment. Because the Element updates are policy-based and are not anticipated to include implementation actions or sitespecific changes that would result in physical environmental effects, the exemption may be applicable.

Kimley-Horn will prepare a draft Notice of Exemption (NOE) that includes a project description and justification for the applicability of Section 15061(b)(3). The draft NOE will be submitted to the City in digital format for review and comment. One consolidated set of comments is anticipated. Kimley-Horn will revise the document in response to the City’s comments and prepare a final NOE for filing. Upon adoption of the General Plan Elements, and at the City’s direction, Kimley-Horn will file the final NOE with the County Clerk and the State Clearinghouse.

If, during preparation or City review, it is determined that the Element updates may result in reasonably foreseeable environmental impacts, Kimley-Horn will assist the City in determining the appropriate CEQA clearance (such as an Addendum to the General Plan EIR, Negative Declaration, or other appropriate document) and will provide an updated scope and fee for those services.

Deliverables
x Draft and final Notice of Exemption (Digital copy)
x Filing with County Clerk and State Clearing House (SCH) Task 4.0: Public Hearings and Adoption
The Kimley-Horn team will attend a total of two public hearings- one before Planning Commission and one before City Council. It is anticipated that the first hearing will be in December 2025 to adopt the Open Space and Recreation Element before the statutory deadline of January 1, 2026, and the second hearing will be in in Spring of 2026 to adopt the Conservation Element. We will prepare and present the updates to the General Plan Elements during this process. We will also support the City in the preparation of public hearing notices, staff reports, and resolutions.

Deliverables
x Presentations and attendance at two (2) public hearings meetings x Draft presentation (1 Digital Copy)
Proposal For
Parks & Open Space, and Conservation Elements Update
Project Schedule
Proposal For
Parks & Open Space, and Conservation Elements Update
Cost Proposal
Proposal For Parks & Open Space, and
Conservation Elements Update
References
We are proud of our working relationships with our clients, and much of our success over the last 58 years is directly related to our efforts to provide consistent, high-quality, and timely services. The following is a list of three references that received similar services from Kimley-Horn within the last five years. We invite you to contact our clients directly for comment on the quality of Kimley-Horn’s services. Project descriptions for each reference can be found in section b. Qualifications.

City of Moreno Valley, GPU
Name: Angelica Frausto Lupo, Community Development Director Address: 14177 Frederick Street, Moreno Valley, CA 92553 Phone: 951.413.3215
Project Cost: $825,000 (to date)
City of Rolling Hills Estates, Rolling Hills Estates GPU and EIR* Name: Jeannie Naughton, Community Development Director
Address: 4045 Palos Verdes Drive North, Rolling Hills Estates, CA 90274 Phone: 310.377.1577
Project Cost: $850,000
*Surabhi Barbhaya, AICP, LEED AP led this project with her previous firm.

City of Scotts Valley, GPU and EIR
Name: Taylor Bateman, Acting Community Development Director Address: One Civic Center Drive, Scotts Valley, CA 95066 Phone: 831.440.5631
Project Cost: $631,665
Proposal For Parks & Open Space, and
Conservation Elements Update
Appendix: Key Staff Resumes
Surabhi Barbhaya, AICP, LEED AP
Project Manager
Surabhi has 20 years of experience in urban
planning, urban design, and active
transportation. She has worked on a
spectrum of projects, including GPUs,
specific plans, design guidelines, objective
design standards, complete streets, bike
master plans, trail and greenway planning, and pedestrian studies.

Her urban planning background helps her take a holistic approach towards projects by integrating land use, transportation, and sustainable development to respond to demographic, market, economic, physical, and organizational forces. Her architecture and urban design background further add to this holistic approach by focusing on the project’s aesthetic aspects via design guidelines. She firmly believes that meaningful public engagement leads to ownership of the project by the community and uses her graphic skills to communicate ideas to the audience during the project’s consensusbuilding phase. Many of her projects have won local and state American Planning Association (APA) and American Society of Landscape Architects (ASLA) awards. Surabhi is also an active member of the planning community and is serving as board member for APA Orange Section.

Relevant Experience
x City of La Cañada Flintridge, Objective Design Standards, La Cañada Flintridge, CA – Project Manager*
x City of Rolling Hills Estates, GPU, Rolling Hills Estates, CA – Project Manager* x City of Moreno Valley, GPU, EIR, and Zoning Code Update, Moreno Valley, CA – Task Manager x City of Pinole, Housing Element Update, Safety Element Update, EJ Element Update, Pinole, CA – Project Manager*
x City of Elk Grove, GPU, Elk Grove, CA – Task Manager* x County of Monterey, Castroville Community Plan Update, Castroville, CA – Project Manager x City of San Juan Capistrano, Housing Element Update, Safety Element Update, and EJ Element Update, San Juan Capistrano, CA – Task Manager*
x County of San Diego, Rio Prado and Bonsall Parks, San Diego County, CA – Public Engagement Lead*
x City of San Leandro, Creek Trail Master Plan, San Leandro, CA – Deputy Project Manager* x City of Santa Clarita, Town Center Specific Plan, Santa Clarita, CA – Project Manager x County of San Diego, Campo Road Corridor Revitalization Specific Plan, San Diego County, CA – Project Manager*
x Town of Los Altos Hills, Housing and Safety Elements Update, Los Altos Hills, CA – Project Manager* x City of San Leandro, Creek Trail Master Plan, San Leandro, CA – Deputy Project Manager* x City of Rolling Hills Estates, Commercial District Vision Plan, Rolling Hills, CA – Project Manager* x County of Riverside, Mixed-Use and Multifamily Objective Design Standards, Riverside County, CA – Project Manager*
x City of Palmdale, Multi-Family Residential Zoning Amendment, Palmdale, CA – Task Manager* Professional Credentials
x Master of City Planning,
Land Use Planning,
University of Cincinnati
x Bachelor of
Architecture,
Architecture,
Maharaja Sayajirao
University of Baroda, India
x American Institute of
Certified Planners
#022061
x LEED Accredited Professional
Proposal For Parks & Open Space, and
Conservation Elements Update
x City of Imperial Beach, Boulevard Complete Streets Project, Imperial Beach, CA – Public Engagement Lead*
x City of Palo Alto, Retail Recovery Study, Palo Alto, CA – Project Manager* *Prior to joining Kimley-Horn
Elizabeth Cobb
Principal-in-Charge
Elizabeth has nearly 30 years of policy
planning expertise with a
comprehensive knowledge of land use
development involving acquisition,
forward planning, entitlement, financing,
and implementation. She brings a
unique mix of public and private experience to planning and land development services. She has managed projects through predevelopment, been responsible for preliminary site plans; evaluating infrastructure; site development costs; and directing the entitlement process for new developments, including general plan amendments, zone changes, subdivision, and CEQA compliance. Elizabeth has
functioned as a project level community liaison responsible for public outreach, public relations, and public hearings.

Relevant Experience
x City of Pico Rivera, Washington/Rosemead TOD Specific Plan, Pico Rivera, CA – Planner x City of Bell Gardens, TOD Specific Plan, Bell Gardens, CA – Planner x City of Beaumont, Beaumont Commerce Center Specific Plan, Beaumont, CA – Planner x City of Seaside, Campus Town 2023 Support, Seaside, CA – Project Manager x Alberhill Villages, Specific Plan Amendment and Entitlements, Lake Elsinore, CA – Planner x Alberhill Villages, Phase 2 Planned Development and Entitlements, Lake Elsinore, CA – Planner
x Moreno Valley Holdings, Moreno Valley Mall Specific Plan, Moreno Valley, CA – Planner x AT Dublin, Master Plan Development, Dublin, CA – Vice President of Development* x City of Bakersfield, Old Town Vision Plan, Bakersfield, CA – Planner x Barstow International Gateway, Specific Plan, Barstow, CA – Planner x Eden Shores, Industrial Park, Hayward, CA – Planner*
x Fremont and Capitol, Mixed-Use, Fremont, CA – Development Manager* x City of Irvine, General Plan and Circulation Element Update, Irvine, CA* x Hidden Valley Technology, Campus Specific Plan, Norco, CA – Planner x Mercado Mixed-Use Redevelopment, San Diego, CA – Development Manager* x Murdock Specific Plan Amendment, Lake Elsinore, CA – Planner x Stockdale Commerce Center, Lake Elsinore, CA – Planner x The District at Jurupa Valley, Specific Plan, Jurupa Valley, CA – Planner x The Dunes, Civil Project Management, Marina, CA – Planner* x City of Irvine, Trail Master Plan Update, Irvine, CA – Planner* x Tustin Legacy, Specific Plan, Tustin, CA – Director of Development* Professional Credentials
x Bachelor of Arts,
Social Ecology,
University of
California, Irvine
x Urban Land Institute
(ULI), Member
x American Planning
Association Member
Proposal For Parks & Open Space, and
Conservation Elements Update
x Vantis, Mixed-Use, Aliso Viejo, CA – Vice President of Development* x Whittwood Town Center, Specific Plan Amendment, Whittier, CA – Planner *Prior to joining Kimley-Horn
Matt Durham, PLA, ASLA
Parks and Open Space
Matt is a licensed landscape architect
with 28 years of experience in planning,
design, management, and construction
across a diverse portfolio of project
types. He brings strong leadership,
technical expertise, and a collaborative
approach to every stage of the landscape architecture process, from the initial concept through final implementation. Matt is committed to delivering high-quality outcomes through close engagement with clients and project teams. His experience includes managing complex, multidisciplinary projects while fostering long-term client relationships. His work spans master planned communities, park systems, trail and open space planning, streetscapes, educational environments, commercial campuses, institutional facilities, healthcare, hospitality, and retail destinations.

Relevant Experience
x City of Fontana, Walnut Village Specific Plan, Fontana, CA – Landscape Architect
x City of Sunnyvale, West El Camino Real and West Olive Street Public Realm Plan, Sunnyvale, CA – Landscape Architect
x City of Irvine On-Call Capital Improvement Program Landscape Architecture, Irvine, CA – Landscape Architect
x City of Irvine, Sand Canyon Avenue and Great Park Boulevard Street Plan, Irvine, CA – Landscape Architect
x City of Irvine, Native American Village at Portola Springs, Irvine, CA – Landscape Architect x City of Irvine, Northwood Community Park Castle Park Playground Reinvestment, Irvine, CA – Landscape Architect
x Reno Experience District Mixed-Use Visioning Plan, Reno, NV – Landscape Architect x University of California, Irvine Health, Rehabilitation Hospital, Irvine, CA – Landscape Architect
x Ritz Carlton Laguna Niguel Reinvestment Program, Dana Point, CA – Landscape Architect x Irvine Marriott Reinvestment Program, Irvine, CA – Landscape Architect x San Juan Oaks Golf Clubhouse and Restaurant, Hollister, CA – Landscape Architect x City of Irvine, Portola Springs Community Park and Native American Center, Irvine, CA – Landscape Architect*
x Irvine Ranch Land Reserve, Comprehensive Trails and Open Space Vision Plan, Irvine, CA – Landscape Architect*
Professional Credentials
x Bachelor of Science,
Landscape
Architecture, California
Polytechnic State
University, San Luis
Obispo
x Certified Landscape
Architect (CLARB)
x Professional
Landscape Architect
in CA #4840
x American Society of
Landscape Architects,
Member
x California Polytechnic
State University, San Luis
Obispo, Landscape
Architecture Department,
Former Advisory Board
Member
Proposal For Parks & Open Space, and
Conservation Elements Update
x City of Long Beach, Lakewood Boulevard Revitalization Plan, Long Beach, CA – Landscape Architect*
*Prior to joining Kimley-Horn
Thomas Liddicoat
Conservation
Thomas has over 20 years of industry
experience, focusing on assisting
private and public clients on projects
throughout California, specializing on
projects with sensitive biological
resources issues. As a department
director and principal biologist, Thomas oversees and provides technical expertise for various biological resources studies, mitigation planning, listed species surveys, wildlife corridor and movement studies, jurisdictional delineations, and reporting to support environmental documentation for CEQA and the National
Environmental Policy Act (NEPA) compliance. Thomas also routinely leads regulatory consultations, permitting, and mitigation efforts with the United States Army Corps of Engineers (USACE), USFWS, Regional Water Quality Control Board (RWQCB), and CDFW for activities impacting jurisdictional aquatic resources and/or listed species. He is skilled at developing solutions for complex problems.

His proficiency covers the full project lifecycle, from biological due diligence and pre-project design to construction monitoring and compliance reporting, through completion of compensatory mitigation.

Relevant Experience
x City of San Diego Development Services, Community Plan Updates, San Diego, CA – Principal Biologist and Project Manager
x County of San Diego, Baseline Biological Diversity Studies, San Diego County, CA – Principal Biologist and Project Manager
x San Diego Association of Governments, Mid-Coast Corridor Transit Project, San Diego, CA – Project Biologist and Task Manager
x Tejon Ranch Co., Tejon Mountain Village Project, Kern County, CA – Project Biologist and Team Lead
Professional Credentials
x Bachelor of Science,
Biological Sciences,
Ecology emphasis, San
Diego State University
x USFWS 10(a)(1)(A)
Recovery Permit, Federal
Permit No. ES139634
for large listed
branchiopods and
coastal California
gnatcatcher
x Association of
Environmental
Professionals
Proposal For Parks & Open Space, and
Conservation Elements Update
Bryant de la Torre, AICP
Planning Support
Bryant is a senior planner with publicand private-sector experience, including extensive work in comprehensive
planning, policy analysis and
development, local government policy,
and land use analysis. He brings a
multidisciplinary
approach to meeting the needs of complex planning programs, including Specific Plans, General Plans, Zoning Codes, Housing Elements, and Development Code updates. Bryant excels in utilizing community engagement and public outreach programs to guide public policy development. He has led public meetings and is well-versed in finding locally specific techniques and tools to engage the community in the planning process, with experience in preparing and conducting a variety of community engagement efforts specific to a community’s needs, including public hearings, workshops, stakeholder meetings, surveys, and outreach and advertising.

Bryant has experience in coordinating with state and local agencies and community organizations for compliance with state requirements while also addressing the specific needs of the community.

Relevant Experience
x City of Arcadia, Rezones and Code Amendments: Housing Element Implementation Program, Arcadia, CA – Project Manager
x City of Encinitas, 6th Cycle Housing Element ‘No Net Loss’ Alternative Sites Analysis, Encinitas, CA – Project Manager
x County of San Benito, 6th Cycle Housing Element Update, San Benito County, CA – Project Manager
x City of Anaheim, 6th Cycle Housing Element Update, Anaheim, CA – Project Manager x City of Hemet, 6th Cycle Housing Element Update, Hemet, CA – Project Manager x City of Placentia, 6th Cycle Housing Element Update, Placentia, CA – Project Manager x City of Brea, Inclusionary Housing Ordinance Update, Brea, CA – Project Manager x City of Brentwood, Rezones and Code Amendments: Housing Element Implementation Program, Brentwood, CA – Senior Planner
x City of Villa Park, Rezones and Code Amendments: Housing Element Implementation Program, Villa Park, CA – Senior Planner
x City of Pico Rivera, Washington/Rosemead TOD Specific Plan, Pico Rivera, CA – Senior Planner
x City of Fontana, Walnut Village Specific Plan, Fontana, CA – Senior Planner x Pala Band of Mission Indians, Comprehensive Plan, Pala, CA – Senior Planner Professional Credentials
x Master, Urban and
Regional Planning,
California State
Polytechnic University,
Pomona
x Bachelor of Arts,
Environmental
Studies, University of
California, Santa
Barbara
American Institute of
Proposal For Parks & Open Space, and
Conservation Elements Update
Daria Young
Planning Support
Daria is a Planning Analyst with hands-on
experience in long-range planning and
land use policy, including work on General
Plan and Housing Element updates,
rezoning efforts, Specific Plans, and
entitlement processing. She has
supported a range of planning projects
from early due diligence through environmental review and permitting.

Daria is skilled in preparing environmental compliance documents, conducting site-specific analyses, and identifying environmental constraints to inform sound planning decisions. She holds a degree in Urban Planning from the University of California, Los Angeles (UCLA), where she developed a strong foundation in sustainable development, community planning, and urban policy. Her expertise includes municipal code analysis, data-driven policy research, and collaboration with agency staff, and community stakeholders.

Relevant Experience
x City of Hawthorne, General Plan Update, City of Hawthorne, CA – Planning Analyst x City of Calimesa, Rezones and Code Amendments: Housing Element Implementation Program, City of Calimesa, CA – Planning Analyst
x County of San Benito, Rezones and Code Amendments: Housing Element Implementation Program San Benito County, CA – Planning Analyst
x Pala Band of Mission Indians, Comprehensive Plan, Pala, CA – Planning Analyst x City of Fairfield, On-Call Staff Augmentation, Villages at Fairfield Master Plan, Fairfield, CA – Planner
x Bedford Specific Plan, Specific Plan, Corona, CA – Planning Analyst x City of Anaheim, 6th Cycle Housing Element Update, Anaheim, CA – Planning Analyst x County of San Benito, 6th Cycle Housing Element Update, San Benito County, CA – Planning Analyst
x City of Hollister, 6th Cycle Housing Element Update, Hollister, CA – Planning Analyst x City of Santa Cruz, 6th Cycle Housing Element Update, Santa Cruz, CA – Planning Analyst x City of Fillmore, 6th Cycle Housing Element Update, Fillmore, CA – Planning Analyst x City of Calimesa, 6th Cycle Housing Element Update, Calimesa, CA – Planning Analyst x City of Brentwood, 6th Cycle Housing Element Update, Brentwood, CA – Planning Analyst Professional Credentials
x Master, Urban and
Regional Planning,
University California
Los Angeles
x Bachelor ofArts,
Urban Studies &
Sociology, Loyola
Marymount University
x American Planning
Association

TO: Honorable Mayor and Members of the City Council
FROM: Joshua Wolf, Senior Planner
Katelyn Huang, Assistant Planner
REVIEWED BY: Michael Bruckner, City Manager
Clare Lin, Director of Planning
Julia Homaechevarria, Deputy City Attorney
Gustavo Barrientos, Chief of Police
Gregory Silva, Code Enforcement Officer
DATE: September 23, 2025
SUBJECT: ORDINANCE NO. 1467 AMENDING CHAPTER 9.32 (NOISE) OF TITLE 9 (PUBLIC PEACE, MORALS AND WELFARE) AND
CHAPTER 8.40 (LANDSCAPING EQUIPMENT) OF TITLE 8
(HEALTH AND SAFETY) OF THE SIERRA MADRE MUNICIPAL
CODE

RECOMMENDATION
It is recommended the City Council conduct a second reading of Ordinance No. 1467 and adopt the amendments to Chapter 9.32 (Noise) of Title 9 (Public Peace, Morals and Welfare) and Chapter 8.40 (Landscaping Equipment) of Title 8 (Health and Safety) of the Sierra Madre Municipal Code.

BACKGROUND
The City Council held a public hearing and unanimously approved the first reading of Ordinance No. 1467 at its regular meeting on August 26, 2025. The second reading of Ordinance No. 1467 is hereby presented before the City Council for consideration and adoption.

For additional information regarding Ordinance No. 1467, see Attachment B.

ATTACHMENTS
Attachment A: Ordinance No. 1467
Attachment B: First Reading Agenda Report
City of Sierra Madre

AGENDA REPORT
Robert Parkhurst, Mayor
Kristine Lowe, Mayor Pro Tem
Edward Garcia, Council Member
Gene Goss, Council Member
Kelly Kriebs, Council Member
Sue Spears, City Treasurer

ATTACHMENT A
ORDINANCE NO. 1467

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SIERRA
MADRE, CALIFORNIA, AMENDING CHAPTER 8.40 (“LANDSCAPING
EQUIPMENT”) OF TITLE 8 (“HEALTH AND SAFETY”) AND CHAPTER

9.32 (“NOISE”) OF TITLE 9 (“PUBLIC PEACE, MORALS AND
WELFARE”) OF THE SIERRA MADRE MUNICIPAL CODE

RECITALS
WHEREAS, the City desires to amend Chapter 8.40 (“Landscaping Equipment”) to change the language regarding landscaping machines or equipment; and WHEREAS, the City desires to amend Chapter 9.32 (“Noise”) to protect the citizens of Sierra Madre from excessive, unnecessary, and unreasonable noises from all sources in the community; and
WHEREAS, General Plan, Section 4 (“Noise”), Policy Hz14.3, requires the City to enact noise regulations to prohibit unnecessary, excessive, and annoying noise sources; and
WHEREAS, the City desires to update allowable noise limits by employing a “weighted sound level” using a unit of measurement referred to as dBA; and WHEREAS, as mandated by the State, noise-sensitive receptors must be identified as any area containing schools, assisted living facilities, or other land use deemed noise-sensitive by the local jurisdiction; and
WHEREAS, schools, churches, and assisted living facilities are considered sensitive land uses in Sierra Madre; and
WHEREAS, the Planning Commission held a discussion on April 17, 2025, on the update to the Noise Ordinance, Chapter 9.32 of Title 9 (“Public Peace, Morals and Welfare”);
WHEREAS, the Planning Commission held a public hearing on May 15, 2025, on the update to the Noise Ordinance, Chapter 9.32 of Title 9 (“Public Peace, Morals and Welfare”), and continued the hearing proving staff with direction.

WHEREAS, the Planning Commission held a public hearing on June 19, 2025, and adopted Resolution No. 25-07 recommending approval of a municipal code text amendment (Noise; MCTA 25-01) by ordinance to the City Council; WHEREAS, the Planning Commission held a public hearing on June 19, 2025, and adopted Resolution No. 25-07 recommending the City Council amend Chapter 8.40 (“Landscaping Equipment”) by ordinance to the City Council; WHEREAS, the City Council held a public hearing on July 8, 2025, on the first reading of the Ordinance No. 1467 amending Chapter 9.32 (Noise) of Title 9 (Public Peace, Morals and Welfare) and Chapter 8.40 (Landscaping Equipment) of Title 8 (Health and Safety) of the Sierra Madre Municipal Code;
WHEREAS, the City Council held a public hearing on August 26, 2025, on the second first reading of the Ordinance No. 1467 amending Chapter 9.32 (Noise) of Title 9 (Public Peace, Morals and Welfare) and Chapter 8.40 (Landscaping Equipment) of Title 8 (Health and Safety) of the Sierra Madre Municipal Code;

THEREFORE, THE CITY COUNCIL OF THE CITY OF SIERRA MADRE DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. Recitals. The Recitals above are true and correct and incorporated herein by reference.

SECTION 2. Amendment. Section 8.40.010 (“Landscaping Equipment Requirements”) of Chapter 8.40 (“Landscaping Equipment”) of Title 8 (“Health and Safety”) is amended with additions denoted by underlined text and deletions denoted by struck through text.

8.40.010 – Landscaping Equipment Requirements.

A. It is unlawful for any person to use or to operate, or cause to be operated, any leaf-blowing machine or other landscaping machine or equipment, or other powered mechanical or electrical device, or any hand tool which creates a loud, raucous noise identified by future City Council Resolution within a residentially zoned area before 8:00 a.m. and after 6:00 p.m., Monday through Friday daily; before 9:00 a.m. and after 5:00 p.m. on Saturday or at any time on Sunday and Holidays.

B. It is unlawful for any person to use or to operate, or cause to be operated, any leaf-blowing machine or other landscaping machine or equipment, or other powered mechanical or electrical device, or any hand tool which creates a loud, raucous noise identified by future City Council Resolution within 500 feet of a residentially zoned area before 8:00 a.m. and after 6:00 p.m., Monday through Friday daily; before 9:00 a.m. and after 5:00 p.m. on Saturday or at any time on Sunday and Holidays.

C. It is unlawful for any person to use or operate, or cause to be used or operated a leaf blower in such a manner as to blow, dispel, or make airborne leaves, grass cuttings, paper, trash, or any other type of unattached debris or material, which by use of the leaf blower, will intentionally cause such leaves, grass cuttings, paper, trash or any other type of unattached debris or material to become airborne or travel beyond the property boundaries of the parcel on which it is being used, to adjoining properties or public rights-of-way within the city, and to remain there for more than 15 minutes.

D. It is unlawful to operate any leaf-blowing machine or other landscaping machine or equipment, or other powered mechanical or electrical device, or any hand tool which creates a loud, raucous noise identified by future City Council Resolution in violation of Sierra Madre Municipal Code Chapter 9.32 (“NOISE”).

E. Commencing September 1, 2024, it is unlawful for any person to operate or authorize the operation of a gas- powered leaf blower or other landscaping equipment identified by future City Council Resolution at any time for any purpose.

Use of any gas-powered landscaping equipment is exempt from this section as follows;

1. When utilized by or at the direction of emergency responders to respond to an emergency or necessary to restore, preserve, protect, or save lives or property from imminent danger of loss or harm.

2. When used to clear downed trees or vegetation in areas needing expedient clearance when necessary to protect public safety, as authorized by the City.

SECTION 3. Amendment. Section 9.32.010 (“Declaration of policy”) of Chapter

9.32 (“Noise”) of Title 9 (“Public Peace, Morals and Welfare”) is amended with additions denoted by underlined text and deletions denoted by struck through text.

9.32.010 – Declaration of policy.

It is declared to be the policy of the Ccity, in the exercise of its authority, that the peace, health, safety and welfare of the citizens residents of Sierra Madre require protection from excessive, unnecessary and unreasonable noises from all sources in the community. At certain levels, noises are detrimental to the health and welfare of the citizenry residents and it is therefore the intention of the city to control the adverse effect of such noises and sources on the citizenry residents., especially those conditions of use which have severe impact upon any person.

SECTION 4. Amendment. Section 9.32.020 (“Definitions”) of Chapter 9.32 (“Noise”) of Title 9 (“Public Peace, Morals and Welfare”) is amended with additions denoted by underlined text and deletions denoted by struck through text.

9.32.020 – Definitions.

For the purposes of this chapter, the words and phrases used in this chapter are defined as follows:
“A-weighted Decibel (dBA)” means the overall frequency-weighted sound level in decibels that approximates the frequency response of the human ear as represented by the A-weighted network. The reference pressure is 20 micropascals. "A" level means the total sound level of all noise as measured with a sound level meter using the "A" weighting network. The unit is the dba. “Ambient noise level” means the all-encompassing noise level associated with a given environment, being a composite of sounds from all sources, excluding the alleged offensive noise, at the location and approximate time at which a comparison with the alleged offensive noise is to be made.
“Construction” means demolition, building construction, and any excavating, grading, or filling of earth material, or any combination thereof, conducted at a site to prepare the site for construction or other improvements thereon.
“Decibel”. The decibel is a unit measure of sound (noise) level relative to a standard reference sound on a logarithmic scale. It denotes the ratio between two quantities which are proportional to power; the number of decibels corresponding to the ratio of two amounts of power is ten times the logarithm to the base ten, of this ratio. “Decipherable” means a . Ssounds that is are "decipherable" if they are of sufficient level that words or musical tunes can be made out or recognized by a person of normal hearing.
"Emergencies" are essential activities necessary to restore, preserve, protect or save lives or property from imminent danger of loss or harm, or work by private or public utilities in restoring service.
“Equivalent Continuous Sound Level (Leq)” means the value of an equivalent, steady sound level which, in a stated time period, has the same sound energy as the time-varying sound. Thus, the Leq metric is a single numerical value that represents the equivalent amount of variable sound energy received at a location over the specified duration. "Holiday" means and includes New Year's Day (January 1), Memorial Day (the last Monday in May), Independence Day (July 4), Labor Day (the first Monday in September), Thanksgiving Day (the fourth Thursday in November), and Christmas Day (December 25).
“Impulsive noise” means sound of short duration, usually less than one second, with an abrupt onset and rapid decay.
"Leaf blower" means any portable machine used to blow leaves, dirt and other debris off sidewalks, driveways, lawns or other surfaces.
"Maximum sound level (Lmax)" means the highest RMS sound level measured during the measurement period.
"Local ambient" is the lowest sound level repeating itself during a two minute period as measured with a precision sound level meter, using slow response and "A" weighting as determined with the noise source at issue silent, and in the same location as the measurement of the noise level of the source or sources at issue. However, in no case shall the local ambient be considered or determined to be less than (1) 30 dba for interior noise in Section 9.32.040; (2) 40 dba in all other sections. "Noise level" is the maximum continuous sound level of repetitive peak level produced by a source or group of sources as measured with a provision sound level meter using the "A" weighting scale and the meter response function set to "SLOW." “Mobile noise source” shall mean any noise source other than a stationary noise source.
“Noise level” shall mean the “A-weighted” sound pressure level in decibels obtained by using a sound level meter at slow response with a reference pressure of twenty (20) micronewtons per square meter. The unit of measurement shall be designated as dBA. "Person" means a person, firm, association, co-partnership, joint venture, corporation, or any entity, public or private in nature.

Precision Sound Level Meter. A "precision sound level meter" is a device for measuring sound level in decibel units within the performance specifications in the American National Standards Institute Standard S1.4, "Specification for Sound Level Meters."
"Property plane" is a vertical plane including the property line which determines the property boundaries in space.
"Simple tone noise" means a noise characterized by a predominant frequency or frequencies so that other frequencies cannot be readily distinguished. In case of dispute, a simple tone noise shall exist if the one-third octave band sound pressure level in the band with the tone exceeds the arithmetic average of the sound pressure levels of the two contiguous one-third octave bands by five dB for center frequencies of 500 Hz and above and by eight dB for center frequencies between 160 and 400 Hz and by 15 dB for center frequencies less than or equal to 125 Hz.
"Sound amplifying equipment" means any machine or device for the amplification of the human voice, music, or any other sound. "Sound amplifying equipment" shall not include warning devices on authorized emergency vehicles or horns or other warning devices on any vehicle used only for traffic safety purposes. “Sound level meter” shall mean an instrument meeting American National Standard Institute’s Standard S1.4-1971 for Type 1 or Type 2 sound level meters or an instrument and the associated recording and analyzing equipment which will provide equivalent data. “Sound pressure level” of a sound, in decibels, shall mean twenty (20) times the logarithm to the base ten (10) of the ratio of the pressure of the sound to a reference pressure, which reference pressure shall be explicitly stated. “Special City-sponsored or City-affiliated events” shall mean any temporary event that is organized, co-organized, or directly supported by the City, and that takes place on public or private property. Such events may include, but are not limited to, Fourth of July festivities, Concerts in the Park, and the Community Yard Sale. “Special Events” shall mean any temporary event that is not organized, co-organized, or directly supported by the City, and that is held on City-owned or City-controlled property, where a large number of people are expected to congregate. Special Events include, but are not limited to, festivals, fairs, parades, races, farmers’ markets, flea markets, weddings, rallies, or other similar organized activities. “Stationary noise source” shall mean a stationary device which creates sounds while fixed or motionless, including but not limited to industrial and commercial machinery and equipment, pumps, fans, compressors, generators, air conditioners and refrigeration equipment.
"Sound level" expressed in decibels (dba) is a logarithmic indication of the ratio between the acoustic energy present at a given location and the lowest amount of acoustic energy audible to sensitive human ears and weighted by frequency to account for characteristics of human hearing, as given in the American National Standards Institute Standard S1.1, "Acoustic Terminology," paragraph 2.9, or successor reference.

All references to db in this chapter utilize the A-level weighting scale, abbreviated dba, measured as set forth in this section.
"Vehicle" is any device by which any person or property may be propelled, moved, or drawn upon a highway or street.

SECTION 5. Addition. Section 9.32.030 (“Exterior noise standards”) of Chapter

9.32 (“Noise”) of Title 9 (“Public Peace, Morals and Welfare”) is hereby added with additions denoted by underlined text.

9.32.030 – Exterior noise standards.

A. The following exterior noise standards shall apply to all land uses at the property plane. It is unlawful for any person at any location within the incorporated area of the City to create any noise due to a stationary noise source (or any mobile noise source not preempted by State or Federal laws that preempts control of mobile noise sources on public roads), or to allow the creation of any noise on property owned, leased, occupied, or otherwise controlled by such person, which causes the noise level when measured at the property line of any property, either within or outside the City, to exceed the applicable noise standards:

Sierra Madre Exterior Noise Standards for Impacted Property Time Period
Leq Noise
Level
dBA
(10 minute)
Lmax Noise
Level
dBA
Leq Noise
Level
dBC
(10 minute)
Lmax Noise
Level
dBC
Day Time (7 a.m.–10
p.m.) 60 80 70 90
Evening Time (10
p.m.–7 a.m.) 50 70 60 80
B. In the event the alleged offensive noise consists entirely of impulsive noise, simple tone noise, noise from sound amplifying equipment (e.g., speech or music), or any combination thereof, each of the above noise levels shall be reduced by five dBA.

C. If the alleged offense affects a property outside the City's jurisdiction, the exterior noise standards shall be enforced at the City boundary.

SECTION 6. Addition. Section 9.32.040 (“Exemptions”) of Chapter 9.32 (“Noise”) of Title 9 (“Public Peace, Morals and Welfare”) is hereby is amended with additions denoted by underlined text.

9.32.040 – Exemptions.

The following activities shall be exempted from the provisions of this chapter:

A. Activities, such as school bands, school athletics, and school entertainment events, not constituting “special events” conducted on the grounds of any public or private nursery, elementary, intermediate or secondary school or college.

B. Emergencies. Any mechanical device, apparatus or equipment used, related to or connected with emergency machinery, vehicle or work are exempt from this chapter.

C. Construction. Between the hours of 7:00 a.m. and 7:00 p.m. daily, except Sundays and Holidays when the exemption herein shall apply between 10:00 a.m. and 6:00 p.m., construction, alteration or repair activities which are authorized by a valid city permit shall be allowed if the noise level does not exceed 80 dba Leq over an 8- hour period.

D. Powered equipment intended for repetitive use in residential areas.

Notwithstanding any other provision of this chapter, including Section 9.32.070, no person shall operate a machine or landscaping equipment, or any other machinery, or other powered mechanical or electrical device, or any hand tool which creates a loud, raucous noise within any residential zone or within 500 feet of a residence outside of the hours of 7:00 a.m. to 7:00 p.m. daily, and 10:00 a.m. to 6:00 p.m. on Sunday and Holidays.

E. Special City-sponsored or City-affiliated events. Any event organized or supported by the City that use sound amplifying equipment shall not exceed 70 dBA Leq over a 10 minute period or longer during daytime hours of 7:00 a.m. to 10 p.m. without an exemption issued by the city manager or his designee. Examples of such events include, but are not limited to, Fourth of July festivities, Concerts in the Park, and the Community Yard Sale. These exemptions must consider the regulations set forth in Section 9.32.060 and Section 9.32.070. The exemption permit must be obtained in addition to any other permit or license.

F. Any activity to the extent regulation thereof has been preempted by State or Federal law.

G. Noise sources associated with solid waste collection and removal, provided such activities take place between 7:00 a.m. and 6:00 p.m. Monday through Friday; or between 7:00 a.m. and 2:00 p.m. on Saturdays; or as otherwise provided in an approved franchise agreement between a waste hauler and the City.

SECTION 7. Amendment. Section 9.32.050 (“Motor-driven vehicles”) of Chapter

9.32 (“Noise”) of Title 9 (“Public Peace, Morals and Welfare”) is amended with additions denoted by underlined text and deletions denoted by struck through text.

9.32.050 – Motor-driven vehicles.

It is unlawful for any person to operate any motor driven vehicle within the city in such a manner that a reasonable person of normal sensitiveness residing in the area is caused discomfort or annoyance; provided, however, any such vehicle which is operated upon any public highway, street, or right-of-way shall be excluded from the provisions of this section. In addition, vehicle horns, or other devices primarily intended to create a loud noise for warning purposes, shall not be used when the vehicle is at rest, or when a situation endangering life, health, or property is not imminent, without a valid noise permit.

SECTION 8. Amendment. Section 9.32.060 (“Exception permits”) of Chapter 9.32 (“Noise”) of Title 9 (“Public Peace, Morals and Welfare”) is amended with additions denoted by underlined text and deletions denoted by struck through text.

9.32.060 – Exception permits.

A. Applications. The owner or operator of a noise source may file an application for a permit to temporarily exceed the noise limits in this chapter. The application shall set forth: (1) all facts regarding the request, including a detailed description of the noise source and proposed dates and times the noise limits would be exceeded; (2) the reasons why compliance with the noise limits cannot be achieved and the basis for such a determination; (3) all actions the applicant has taken, intends to take, and any proposed methods to minimize noise during the temporary activity; and (4) any such additional information relevant to the request the Director may require.

B. Permit fee. The application shall be accompanied by a fee in the current amount established by resolution of the City Council. A separate application shall be filed for each noise source; provided, however, that several mobile noise sources under common ownership or several fixed sources on a single property may be combined into one application.

C. Permit processing. Within five days of receipt of a complete application, the Planning Department shall forward the application to the city manager for a determination. An applicant shall remain subject to the terms of this chapter unless and until a permit to temporarily exceed noise limits is granted.

D. City manager review, authority, and decision. The city manager shall consider the factors listed in Section 9.32.070.

The city manager is authorized to grant a permit to temporarily exceed the noise limits of this chapter for a as short duration as possible up to three months, but renewable upon showing a good cause, if the city manager finds such temporary waiver:

1. Would be in the public interest and there is no feasible and prudent alternative to the activity, or the method of conducting the activity, for which the temporary waiver is sought; and

2. That strict compliance with the requirements of this chapter will cause practical difficulties, unnecessary hardship, or unreasonable expense.

After reviewing the application and all relevant facts and information, the city manager shall render a decision on the application. Such decision shall be transmitted to the applicant in written form within ten days of the application submittal. Any person aggrieved with the decision of the city manager or his designee may appeal to the City Council for final determination.

Permit Requirements. A permit shall be for a limited period and may be subject to any terms, conditions, and requirements as the city manager deems reasonable to achieve maximum compliance with the provisions of this chapter. Such terms, conditions and requirements may include, but shall not be limited to, limitations on Noise Levels and operating hours, and a requirement to implement noise attenuation measures.

If the applicant can show to the city manager or his designee that a diligent investigation of available noise abatement techniques indicates that immediate compliance with the requirements of this chapter would be impractical or unreasonable, a permit to allow exception from the provisions contained in all or a portion of this chapter may be issued, with appropriate conditions to minimize the public detriment caused by such exceptions. Any such permit shall be of as short duration as possible up to three months, but renewable upon a showing of good cause, and shall be conditioned by a schedule for compliance and details of methods therefor in appropriate cases. Any person aggrieved with the decision of the city manager or his designee may appeal to the city council for final determination.

SECTION 9. Amended. Section 9.32.070 (“Prohibited noises”) of Chapter 9.32 (“Noise”) of Title 9 (“Public Peace, Morals and Welfare”) is amended with additions denoted by underlined text and deletions denoted by struck through text.

9.32.070 – Prohibited noises.

Notwithstanding any other provision of this chapter, and in addition thereto, it shall be unlawful for any person to willfully make or continue, to cause to be made or continued, any loud, unnecessary, or unusual noise which unreasonably disturbs the peace and quiet of any neighborhood or which causes discomfort or annoyance to any reasonable person of normal sensitiveness residing in the area. The standards which shall be considered in determining whether a violation of the provisions of this section exists shall include the following:

A. The volume, pitch and intensity of the noise;
B. The duration and frequency of occurrence of the noise; C. Whether the nature of the noise is typical or atypical of the area; D. Whether the origin of the noise is natural or unnatural, controllable or uncontrollable;
E. The volume and intensity of the background noise;
F. The proximity of the noise to residential sleeping facilities; G. The nature and zoning of the area within which the noise emanates; H. The time of the day or night the noise occurs;
I. Whether the noise is recurrent, intermittent, or constant; J. Whether the noise is produced by a commercial or noncommercial activity; K. Whether the amplified sound is loud enough to be decipherable outside the property plane.

SECTION 10. Addition. Section 9.32.080 (“Noise level measurement criteria”) of Chapter 9.32 (“Noise”) of Title 9 (“Public Peace, Morals and Welfare”) is hereby added with additions denoted by underlined text.

9.32.080 – Noise level measurement criteria.

Any noise level measurements made pursuant to the provisions of this chapter shall be performed using a sound level meter which meets at least American National Standards Institute (ANSI) Type 2 standards. While the exterior noise standards in Section 9.32.030 are applied to the property line of the receiving use, the location for measuring noise levels may be at any legally accessible vantage point where a reasonable person would conclude the noise may exceed this chapter's noise standards.

All noise level measurements shall be performed in accordance with the procedures established by the City and shall be at a height of at least four feet, at least four feet away from reflective surfaces, and for a duration of at least 10 minutes, where feasible. The measurement shall be made using the A-weighting network (dBA) with "slow" meter response. Impulsive noises shall be measured using "fast" meter response. The purpose of the measurement is to determine if the alleged noise violation exceeds the standards established in Section 9.32.030. If for any reason the alleged offending noise cannot be turned off, shut down or temporarily removed from the area, then the ambient noise shall be estimated by performing a representative measurement in the same general area of the source but at a sufficient distance such that the noise source is inaudible. When documenting the low frequency ambient per Section 9.32.040.E, C-weighting (dBC) shall be used.

SECTION 11. Amended. Section 9.32.060 (“Violation – Penalty”) of Chapter 9.32 (“Noise”) of Title 9 (“Public Peace, Morals and Welfare”) is amended with additions denoted by underlined text and deletions denoted by struck through text.

9.32.090 – Violation – Penalty.

Any persons violating without satisfactory cause any provisions of this chapter will be deemed guilty of a misdemeanor and, upon conviction, shall be fined an amount not exceeding one thousand dollars or be imprisoned in the city or county jail up to, but not exceeding six months or by both such fine and imprisonment. Each day such violation is committed or permitted is to constitute a separate offense and shall be punishable as such.

SECTION 12. Amended. Section 9.32.060 (“Violation – Additional remedies – Injunctions”) of Chapter 9.32 (“Noise”) of Title 9 (“Public Peace, Morals and Welfare”) is amended with additions denoted by underlined text and deletions denoted by struck through text.

9.32.100 – Violation – Additional remedies – Injunctions.

As an additional remedy, the operation or maintenance of any device, instrument, vehicle, or machinery in violation of any provision of this chapter, which operation or maintenance causes discomfort or annoyance to reasonable persons of normal sensitiveness or which endangers the comfort, repose, health, or peace of residents in the area, shall be deemed, and is declared to be a public nuisance and may be subject to abatement summarily by a restraining order or injunction issued by a court of competent jurisdiction.

SECTION 13. California Environmental Quality Act. The City Council has considered all of the evidence in the record, including the staff reports, the testimony received during the public hearing on the matter held by the City Council, and hereby determines that the text amendments to Chapter 8.40 (“Landscaping Equipment”) of Title 8 (“Health and Safety”) and Chapter 9.32 (“Noise”) of Title 9 (“Public Peace, Morals and Welfare”) of the Sierra Madre Municipal Code will not have a significant effect on the environment and are therefore exempt from CEQA review, pursuant to Title 14, Section 15061(b)(3) of the California Code of Regulations.

SECTION 14. Severability. If any section, subsection, subdivision, paragraph, sentence, clause or phrase of this Ordinance, or any part thereof is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase thereof, irrespective of the fact that any one or more section, subsection, subdivision, paragraph, sentence, clause or phrase would be subsequently declared invalid or unconstitutional.

SECTION 15. Publication. The City Clerk shall cause this Ordinance to be published or posted in accordance with California Government Code Section 36933, shall certify to the adoption of this Ordinance and her certification, together with proof of the publication, to be entered in the book of Ordinances of the City Council.

SECTION 16. Effective Date. This Ordinance shall take effect thirty days after its adoption pursuant to California Government Code Section 36937.

PASSED, APPROVED AND ADOPTED this ___ day of ____________, 2025.

Robert Parkhurst, Mayor
ATTEST:

Laura Aguilar, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF SIERRA MADRE )
I HEREBY CERTIFY that the foregoing Ordinance was introduced by second reading on the 9th day of September, 2025, and duly adopted by the City Council of the City of Sierra Madre, California, at a regular meeting held on the ___ day of ___________, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Laura Aguilar, City Clerk
TO: Honorable Mayor and Members of the City Council
FROM: Joshua Wolf, Senior Planner
Katelyn Huang, Assistant Planner
REVIEWED BY: Michael Bruckner, City Manager
Clare Lin, Director of Planning
Julia Homaechevarria, Deputy City Attorney
Gustavo Barrientos, Chief of Police
Gregory Silva, Code Enforcement Officer
DATE: August 26, 2025
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It is recommended the City Council conduct its second first reading of Ordinance No. 1467 amending Chapter 9.32 (Noise) of Title 9 (Public Peace, Morals and Welfare) and Chapter 8.40 (Landscaping Equipment) of Title 8 (Health and Safety) of the Sierra Madre Municipal Code. $/7(51$7,9(6
The City Council may:

1. Adopt Ordinance No. 1467 amending Chapter 9.32 (Noise) of Title 9 (Public Peace, Morals and Welfare) and Chapter 8.40 (Landscaping Equipment) of Title 8 (Health and Safety) of the Sierra Madre Municipal Code; or

2. Adopt with modifications Ordinance No. 1467; or

3. Continue consideration of Ordinance No. 1467; or

4. Reject consideration of Ordinance No. 1467.
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The City of Sierra Madre has prepared a municipal code text amendment of Chapter 9.32 (Noise) to protect the citizens of Sierra Madre from excessive, unnecessary, and unreasonable City of Sierra Madre
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Robert Parkhurst, Mayor
Kristine Lowe, Mayor Pro Tem
Edward Garcia, Council Member
Gene Goss, Council Member
Kelly Kriebs, Council Member
Sue Spears, City Treasurer
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noises from all sources in the community. To support this effort, the City has contracted with Rincon Consultants, Inc. to draft the updated ordinance, incorporating direction provided by the Planning Commission. In addition to recommending approval of the proposed updates to Chapter 9.32, the Planning Commission also recommended that the City Council amend Chapter 8.40 (Landscaping Equipment) to align equipment operation hours with the updated construction hours. It is therefore recommended that the City Council conduct the second first reading of Ordinance No. 1467, amending both Chapter 9.32 (Noise) of Title 9 (Public Peace, Morals and Welfare) and Chapter 8.40 (Landscaping Equipment) of Title 8 (Health and Safety) of the Sierra Madre Municipal Code.
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The City of Sierra Madre’s Noise Ordinance seeks to protect the citizens of Sierra Madre from excessive, unnecessary, and unreasonable noises from all sources in the community. Chapter

9.32 (Noise) was codified in 1984 establishing policies to control the adverse effects of noise.

The last amendment to the Noise Ordinance was codified in 2009, imposing hours of operation on leaf blowers. As detailed by the timeline below, City staff have direction from City Council to draft an amendment updating the Noise Ordinance.
x February 14, 2023: Mayor Pro Tem Kriebs requested that the City Council direct the Planning Commission to update the Noise Ordinance with concurrence from the City Council.
x June 1, 2023: the Planning Commission conducted a public hearing approving Resolution No. 23-08, recommending that the City Council adopt Ordinance 1467. The Planning Commission deferred four sections of the ordinance for consideration by the City Council or the Natural Resources Commission.
x June 27, 2023: the City Council continued the public hearing to August 22, 2023, to allow time for the Natural Resources Commission to provide input regarding the regulation of leaf blowers.
x June 28, 2023: the Natural Resources Commission convened indicating that garden equipment emissions are under the Commission’s purview but deferred the regulation of “noise generated by gas-powered leaf blowers and other garden equipment to the City Council.
x August 22, 2023: the City Council conducted a first reading of Ordinance 1467 and continued consideration of the ordinance to a date uncertain and directed staff to prepare an ordinance addressing gas-powered leaf blowers and other landscaping equipment.

At this point, staff paused Ordinance 1467 and instead focused on addressing gas-powered leaf blowers and other landscaping equipment through Ordinance 1469. x November 5, 2023: Sierra Madre Natural Resources Commission unanimously recommended the City Council adopt Ordinance 1469, prohibiting or restricting gaspowered landscape equipment. The Commission considered air quality health instead of noise levels.
x February 27, 2024: the City Council conducted its first reading of Ordinance 1469, implementing a ban on operating any leaf-blowing machine or other landscaping equipment identified by future City Council Resolution and a scheduled ban on gas-powered leaf blower or other landscaping equipment
x March 12, 2024: the City Council adopted Ordinance 1469. x September 1, 2024: the ban on gas-powered leaf blowers and other landscaping equipment took effect.

On October 2, 2024, the City of Sierra Madre issued a Request for Proposal (RFP) seeking qualified consultants to assist in preparing comprehensive amendments to the City's Noise Ordinance. Due to the complexity of the subject matter and the need for technically sound enforceable standards, the City contracted with Bill Vosti, Project Manager for Noise, and Josh Carman, Director for Noise, to provide subject matter expertise throughout the process.

Following the competitive RFP process, the City awarded a contract to Rincon Consultants, Inc. in December 2024. Rincon was tasked with conducting a comparative analysis of municipal noise ordinances and recommending context-sensitive standards suitable for Sierra Madre’s residential and mixed-use environment. The proposed amendments were designed to modernize the existing ordinance by:
x Establishing measurable vibration thresholds;
x Defining maximum and time-weighted noise level criteria by zoning classification; x Introducing new exterior noise standards applicable to residential, commercial, recreational, and institutional uses;
x Providing guidance for special events and incorporating special exception provisions for case-by-case flexibility.

Staff reviewed the initial draft of the ordinance, provided detailed comments to Rincon Consultants, Inc., and subsequently received a revised version, which was presented to the Planning Commission for review. The Planning Commission began its deliberations in early 2025, focusing on technical thresholds, zoning applicability, and consistency with the City’s General Plan. The Planning Commission’s review process began with the following key milestones:
x April 17, 2025: the Planning Commission held a discussion regarding the updates to the Noise Ordinance and provided staff with direction to revise and prepare a draft municipal code text amendment for the Planning Commission. Revisions to the ordinance include to simplify the Exterior Noise Standards table, harmonize use hours defined under the “Exemptions” section, reduce the required noise measurement duration, and lastly remove the section for “Vibration”.
x May 15, 2025: The Planning Commission held a public hearing on the draft ordinance and directed staff to revise specific sections, including simplification of exterior noise standards and clarification of exemptions related to special events and construction hours, and to clarify enforcement methods. Following the meeting, staff met with the Chief of Police and the City Attorney to review the enforcement methods and devices recommended by Rincon Consultants, Inc. It was determined that the Police Department will conduct one (1) sound level readings using a standardized intake form and record measurements take with an American National Standards Institute (ANSI) Type 2 Sound Level Meter. The meter will be used with the recommended tripod for ease of use during the 10-minute measurement period and equipped with a windshield to ensure accuracy of the measurements. x June 19, 2025: The Planning Commission held a public hearing on the draft ordinance with updates and approved with modifications, Municipal Code Text Amendment (MCTA 25-01), and recommend the City Council adopt an ordinance amending Chapter 9.32 (Noise) of Title 9 (Public Peace, Morals and Welfare), and also amend Chapter 8.40 (Landscaping Equipment), pursuant to Planning Commission Resolution 25-07 (Attachment B). x July 8, 2025: The City Council held a public hearing for the first reading of Ordianance 1467 amending Chapter 9.32 (Noise) of Title 9 (Public Peace, Morals and Welfare) and Chapter

8.40 (Landscaping Equipment) of Title 8 (Health and Safety) of the Sierra Madre Municipal Code and continued the hearing, providing staff with the direction to make revisions. $1$/<6,6
Chapter 9.32 of the Sierra Madre Municipal Code, currently does not specify a standard for measuring noise levels in each zoned areas, lacking a baseline specifying ambient noise levels, and does not include vibration as a factor of noise or sound level. The purpose of the amended ordinance is to quantify noise regulations and standards to protect the residents from excessive, unnecessary and unreasonable noises from all sources of the community with the intention to control the adverse effects of such noises.

Rincon Consultants, Inc. began their analysis by completing a preliminary review of the City’s existing Noise Ordinance. Their reviews identified opportunities to reevaluate construction noise limits based on zoned area, consolidated noise limits in various land uses, and provided clarification to definitions. To continue their analysis, Rincon researched and compiled existing noise and vibration levels within the City. They examined successful noise ordinances and regulations in the region, defining clear noise limits for local conditions and specifying appropriate noise level metrics for each zoned areas. Using this information, noise level guidelines tailored to the City were developed where Rincon conducted a survey/literature review of presumed ambient noise levels in the current noise ordinance. Based on their findings, the proposed amendments to the existing ordinance were provided for review.

Updates to applicable sections of Chapter 9.32 include:
9.32.010 – Declaration of policy
9.32.020 – Update definitions to include:
• “A-weighted Decibel (dBA1
)”,
• “Ambient noise level”,
• “Construction”,
• “Equivalent Continuous Sound Level (Leq)”,
• “Impulsive noise”, “Industrial property”,
• “Maximum sound level (Lmax2
)”,
• “Mobile noise source”,
• “Noise level”,
• “Simple tone noise”,
• “Sound level meter”,
• “Sound pressure level”,
• “Special City-sponsored or City-affiliated events”,
• “Special Events”,
• “Stationary noise source”,
9.32.030 – Deleted “Residential property noise limits” and added “Exterior noise standards”
Deleted sections for “Commercial and industrial property noise” and “Public property noise limits”

1 A unit of sound measurement that reflects the relative loudness of sounds as perceived by the human ear. The “A-weighting” filters out very low and very high frequencies that the average person is less sensitive to, making it more representative of how noise impacts people in real-world environments. 2 The highest sound level (in dBA) measured over a specific time period at a reference location, usually used to evaluate intermittent or peak noise events for compliance with regulations 9.32.040 – Deleted “Special exemption provisions” and added “Exemptions” Deleted section for “Schools, hospitals and churches” 9.32.050 – Amended “Motor-driven vehicles”
9.32.060 – Amended “Exception permits”
9.32.070 – Renamed “General noise regulations” to “Prohibited noises” 9.32.080 – Added “Noise level measurement criteria”
9.32.090 – Renumbered section number for “Violation – Penalty" 9.32.100 – Renumbered section number for “Violations – Additional remedies – Injunctions”
To review the amendments of Chapter 9.32 (Noise), refer to Attachment C – Chapter 9.32 Noise (Redlines).

Currently, the Police Department does not have a sound level meter, while the Code Enforcement Officer has access to a single device capable of measuring dBA levels only. As part of the ordinance implementation strategy, Rincon Consultants, Inc. recommended the use of an American National Standards Institute (ANSI) Type 2 Sound Level Meter, which is capable of measuring both dBA and dBC. To ensure accuracy and ease of use in the field, Rincon also advised that the meter be used in conjunction with a tripod and windshield.

The adopted enforcement protocol provides that the Police Department will conduct one (1), 10-minute sound level reading. To implement this protocol effectively, staff will need to acquire a sound level meter capable of simultaneously measuring both dBA and dBC, ensuring compliance with the ordinance’s technical specifications and improving consistency in enforcement practices across departments.

In addition to the proposed updates to Exemptions section (9.32.040), the Planning Commission recommended the City Council amend Chapter 8.40 (Landscaping Equipment) to align the allowable use hours for any machine or landscaping equipment with the City’s construction hours. Specifically, the amendment would change the allowable use hours for any machine or landscaping equipment within any residential zone or within 500 feet of a residence to 7:00 a.m. to 7:00 p.m., Monday through Saturday. It would also establish permitted use hours on Sunday and Holidays, from 10:00 a.m. to 6:00 p.m., consistent with the City’s construction hours.

Upon review, the City Council directed staff to revise the Landscaping Equipment Requirements section (8.40.010) to change the language regarding landscaping machines or equipment in Subsections A, B, and D. Additionally, the City Council rejected the Planning Commissions recommendation to modify the allowable use hours and instead opted to maintain the previously adopted hours of operation for landscaping equipment (8:00 a.m. to 6:00 p.m., Monday through Saturday and 9:00 a.m. to 5:00 p.m. on Sunday and Holidays).

To review the amendments of Chapter 8.40 (“Landscaping Equipment”), refer to Attachment D – Chapter 8.40 Landscaping Equipment (Redlines).

Provided for your reference are the Noise Level Guidelines Memorandum (Attachment G), Recommended Noise Enforcement Methods and Devices Memorandum (Attachment H), adopted by City Council in 2015.
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Section Four of the Hazard Prevention Chapter within the Sierra Madre General Plan describes the protection of the community and provides goals, objectives and policies that provide a clearer regulatory framework for maintaining public please and welfare, while supporting community livability and environmental quality. The General Plan Noise Goals, Objective, and Policies has been provided with this report as Attachment I. 675$7(*,&3/$1&255(/$7,21
The amendments to Ch. 9.32 (Noise) is a direct implementation of the Strategic Plan, Public Safety Chapter, Goal 3 (Manage Outdoor Environment), Objective 3.3: Effectively Enforce Existing Codes, in that the Strategic Plan explicitly identifies the need to review of the Noise Ordinance and enforcement processes By establishing clear standards and enforcement protocols (e.g., dBA limits, special event exemptions, measurement procedures), the ordinance enhances code enforceability and ensures greater consistency across departments.

Additionally, the amendments to Ch. 9.32 (Noise) indirectly correlate with the Strategic Plan, Community Enrichment Chapter, Goal 2 (Improve Communication and Collaboration), Objective 2.1C: Increase accessibility to community communications, including emergency communications, City events, major Public Works projects, and general City programs and services. By serving as a regulatory framework that promotes community livability, the Noise Ordinance helps reduce neighborhood disturbances and fosters a more harmonious environment, thereby advancing the City’s objective to improve communication and responsiveness to resident concerns.
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The amendments made by Ordinance No. 1467 to Chapter 9.32 (Noise) of Title 9 (Public Peace, Morals and Welfare) and Chapter 8.40 (Landscaping Equipment) of Title 8 (Health and Safety) are not a project as defined by the California Environmental Quality Act (CEQA) under Title 14, Section 15378 of the California Code of Regulations and will not have a significant effect on the environment. Therefore, this ordinance is exempt from CEQA review, pursuant to Title 14, Section 15061(b)(3) of the California Code of Regulations. ),6&$/,03$&7
Staff time was spent in the preparation of this report and City Council Ordinance No. 1467. To support the ordinance update, the City contracted with Rincon Consultants, Inc. for their services at a total cost of $24,963.

Future enforcement of the ordinance may require the purchase of additional sound measurement equipment. Specifically, the acquisition of an ANSI Type 2 Sound Level Meter capable of measuring both dBA and dBC, along with a tripod and windshield for improved field accuracy, is recommended. The estimated cost per meter setup is approximately $600 to $1,000.
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This item has been noticed through the regular agenda notification process. Copies of this report can be accessed on the City’s website at www.SierraMadreCA.gov. $77$&+0(176
Attachment A: Ordinance No. 1467
Attachment B: Planning Commission Resolution 25-07
Attachment C: Chapter 8.40 (Landscaping Equipment) - redline Attachment D: Chapter 8.40 (Landscaping Equipment) - clean Attachment E: Chapter 9.32 (Noise) – redline
Attachment F: Chapter 9.32 (Noise) – clean
Attachment G: Noise Level Guidelines Memorandum
Attachment H: Recommended Noise Enforcement Methods and Devices Memorandum Attachment I: General Plan Noise Goal, Objectives and Policies 279687.v2
373079.1
TO: Honorable Mayor Parkhurst and Members of the City Council FROM: Aleks Giragosian, City Attorney
REVIEWED BY: Michael Bruckner, City Manager
DATE: September 23, 2025
SUBJECT: RESOLUTION REGARDING THE NEW NATIONAL OPIOIDS

SETTLEMENT

STAFF RECOMMENDATION
It is recommended that the City Council adopt Resolution No. 25-55, included as Attachment A, authorizing the City Attorney and/or City Manager to participate in new national opioids settlements with eight opioid manufacturers.

ALTERNATIVES
 Do not approve Resolution No. 25-55 to participate into the new national opioids settlements, and preserve the City’s right to pursue an independent action against settling defendants.
 Continue the agenda item and provide staff with additional direction.

ANALYSIS
On November 9, 2021, the City Council adopted Resolution No. 21-66, approving participation in a national opioid settlement with the three largest opioid distributors — McKesson, Cardinal Health, and Amerisource Bergen — and the opioid manufacturer Janssen. On March 14, 2023, the City Council adopted Resolution No. 23-26, approving participation in another national opioid settlement with opioid manufacturers — Allergan Finance, LLC/Allergan Limited and Teva Pharmaceutical Industries Ltd. — and the major chain pharmacies — Walmart Inc., CVS Health Corporation/CVS Pharmacy, Inc., and Walgreen Co. On August 26, 2025, the City Council adopted Resolution No. 25-49, approving a national opioids settlement with Purdue and the Sackler family.

City of Sierra Madre

In addition to the settlements reached above, a new multistate settlement has been reached with eight opioid manufacturers — 1) Alvogen, 2) Amneal, 3) Apotex, 4) Hikma, 5) Indivior, 6) Mylan, 7) Sun, and 8) Zydus (“Secondary Manufacturers”) — for up to $806 million.

The portion of the settlement with Secondary Manufacturers relevant to States and local governments is documented in the Participation Packet, included as Attachment A. To participate in the Settlement Agreement, the City must adopt Resolution No. 25- 55 to authorize the City Attorney and/or City Manager to execute the Combined Participation Package and California State-Subdivision Agreements, included as Attachment B, by 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. California stands to receive up to $70 million in abatement funding. If a settlement moves forward, the release included in the Combined Participation Package will take effect.

If the City decides to participate in the settlement agreements, then it will receive 0.006 percent of the Abatement Account Funds. The Abatement Account Funds represent 70 percent of the entire Settlement Fund.

To date, the City has opted to forward all settlement funds to the County of Los Angeles.

If the City chose to retain those funds, then it could use them for the following purposes:

1. 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 treatment infrastructure; 3) addressing the needs of communities of color and vulnerable populations that are disproportionately impacted by Substance Use Disorder;

3. diversion of people with Substance Use Disorder from the justice system;

4. interventions to prevent drug addiction in vulnerable youth; and

5. the purchase of naloxone for distribution and efforts to expand access to Naxolone for opioid overdose reversals.

ENVIRONMENTAL(CEQA)
The proposed action does not constitute as a project under the California Environmental Quality Act (“CEQA”), based on Section 15061(b)(3) of the CEQA Guidelines, as it can be determined with certainty that it will have no impact on the environment.
279687.v2
373079.1

STRATEGIC PLAN CORRELATION
The opioid settlement participation and public health improvement is aligned with Goal 2: Public Safety.

PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process. Copies of this report can be accessed on the City’s website at sierramadreca.gov

FISCAL IMPACT
This item has been noticed through the regular agenda notification process. Copies of this report can be accessed on the City’s website at sierramadreca.gov.

ATTACHMENTS:

Attachment A: Resolution No. 25-55
Attachment B: Participation Packet
410481.1 1
RESOLUTION NO. 25-55

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SIERRA MADRE, CALIFORNIA, AUTHORIZING THE CITY

TO PARTICIPATE IN THE NATIONAL OPIOIDS

SETTLEMENTS WITH ALVOGEN, AMNEAL, APOTEX,

HIKMA, INDIVIOR, MYLAN, SUN, AND ZYDUS

RECITALS
WHEREAS, on November 9, 2021, the City Council adopted Resolution No. 21- 66, approving participation in a national opioid settlement with the three largest opioid distributors — McKesson, Cardinal Health, and Amerisource Bergen — and the opioid manufacturer Janssen;
WHEREAS, on March 14, 2023, the City Council adopted Resolution No. 23-26, approving participation in another national opioid settlement with opioid manufacturers — Allergan Finance, LLC/Allergan Limited and Teva Pharmaceutical Industries Ltd. - and the major chain pharmacies - Walmart Inc., CVS Health Corporation/CVS Pharmacy, Inc., and Walgreen Co.;
WHEREAS, on August 26, 2025, the City Council adopted Resolution No. 25-49, approving a national opioids settlement with Purdue and the Sackler family; WHEREAS, the City Council desires to participate in the new proposed national opioids settlements with eight opioids manufacturers — Alvogen, Amneal, Apotex, Hikma, Indivior, Mylan, Sun, and Zydus, the City Council and to maximize the share of settlement funds distributed to the City and the State.

THEREFORE, THE CITY COUNCIL OF THE CITY OF SIERRA MADRE, CALIFORNIA, DOES RESOLVE AS FOLLOWS:

SECTION 1. Recitals. The Recitals above are true and correct and incorporated herein by reference.

SECTION 2. Approval. The City Attorney and/or City Manager are hereby authorized to participate in the new national opioids settlement with Alvogen, Amneal, Apotex, Hikma, Indivior, Mylan, Sun, and Zydus and to take any other actions needed to facilitate the settlements.

SECTION 3. Severability. If any sections, subsections, subdivisions, paragraph, sentence, clause or phrase of this Resolution or any part hereof or exhibit hereto is for any reason held to be invalid, such invalidity shall not affect the validity of the remaining portions of this Resolution or any part thereof or exhibit thereto. The City Council hereby declares that it would have passed each section, subsection, subdivision, 410481.1 2
paragraph, sentence, clause or phrase hereof, irrespective of the fact that anyone or more sections, subsections, subdivisions, paragraph, sentences, clauses or phrases be declared invalid.

SECTION 4. Certification. Pursuant to Government Code Section 36932, the City Clerk shall certify the passage, approval, and adoption of this Resolution by the City Council.

SECTION 5. Effective Date. This Resolution shall take effect immediately upon adoption.

PASSED, APPROVED, AND ADOPTED this 23rd day of September, 2025. __________________________
Robert Parkhurst, Mayor
I HEREBY CERTIFY the foregoing Resolution 25-55 was duly passed, approved, and adopted by the City Council of the City of Sierra Madre, California, at a meeting held on the 23rd day of September, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:
___________________________
Laura Aguilar, City Clerk
New National Opioids Settlement: Secondary Manufacturers Opioids Implementation Administrator
[email protected]
Sierra Madre city, CA
Reference Number: CL-1762313
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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D (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/additionalsettlements/. 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D

EXHIBIT K
Secondary Manufacturers’ Combined Subdivision Participation and Release Form (“Combined Participation Form”)
Governmental Entity: Sierra Madre 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
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

K-2
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

K-3
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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/
K-4
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.
///
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 9 The undersigned, Sierra Madre 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/
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 onehundred percent (100%) of the combined and weighted allocation of the Abatement Percentage and the Plaintiff Subdivision Percentage.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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%
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D APPENDIX 1
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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%
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Kern 2.517% 3.079% 2.6159145%
City Arvin Kern 0.006% 0.0046425%
City Bakersfield Kern 0.212% 0.1747198%
City California City Kern 0.009% 0.0070820%
City Delano Kern 0.030% 0.0249316%
City McFarland Kern 0.003% 0.0025644%
City Ridgecrest Kern 0.015% 0.0120938%
City Shafter Kern 0.013% 0.0103417%
City Tehachapi Kern 0.009% 0.0073580%
City Wasco Kern 0.008% 0.0069861%
County Kings County Kings 0.293% 0.2413469%
City Avenal Kings 0.007% 0.0056335%
City Corcoran Kings 0.013% 0.0107032%
City Hanford Kings 0.027% 0.0226038%
City Lemoore Kings 0.016% 0.0131900%
County Lake County Lake 0.795% 0.6545389%
City Clearlake Lake 0.041% 0.050% 0.0426253%
City Lakeport Lake 0.021% 0.026% 0.0222964%
County Lassen County Lassen 0.319% 0.391% 0.3320610%
City Susanville Lassen 0.027% 0.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 14.4437559% 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%
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D

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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%
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D

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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%
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D

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City Whittier Los Angeles 0.032% 0.0260581%
County Madera County Madera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County Marin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County Mariposa 0.084% 0.103% 0.0876131% County Mendocino County Mendocino 0.439% 0.536% 0.4558394% City Ukiah Mendocino 0.039% 0.0317153%
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%
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D

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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%
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D

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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 Plumas 0.205% 0.251% 0.2128729%
County Riverside County Riverside 4.534% 5.547% 4.7128296% City Banning Riverside 0.017% 0.0143848%
City Beaumont Riverside 0.021% 0.0171135%
City Blythe Riverside 0.012% 0.0096714%
City Canyon Lake Riverside 0.000% 0.0001761%
City Cathedral City Riverside 0.067% 0.0553614%
City Coachella Riverside 0.021% 0.0173054%
City Corona Riverside 0.147% 0.1207083%
City Desert Hot Springs Riverside 0.024% 0.0200433%
City Eastvale Riverside 0.000% 0.0002747%
City Hemet Riverside 0.051% 0.0421792%
City Indio Riverside 0.056% 0.0457794%
City Jurupa Valley Riverside 0.001% 0.0008991%
City Lake Elsinore Riverside 0.021% 0.0172949%
City La Quinta Riverside 0.063% 0.0516732%
City Menifee Riverside 0.032% 0.0260909%
City Moreno Valley Riverside 0.137% 0.1130348%
City Murrieta Riverside 0.048% 0.059% 0.0497423%
City Norco Riverside 0.016% 0.0134542%
City Palm Desert Riverside 0.083% 0.0682465%
City Palm Springs Riverside 0.076% 0.0629862%
City Perris Riverside 0.009% 0.0076774%
City Rancho Mirage Riverside 0.052% 0.0431098%
City Riverside Riverside 0.268% 0.2206279%
City San Jacinto Riverside 0.010% 0.0085936%
City Temecula Riverside 0.022% 0.0180086%
City Wildomar Riverside 0.008% 0.0062500%
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County Sacramento County Sacramento 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 Diego 5.706% 6.980% 5.9309748% City Carlsbad San Diego 0.128% 0.1050485%
City Chula Vista San Diego 0.189% 0.231% 0.1961456%
City Coronado San Diego 0.044% 0.0359095%
City El Cajon San Diego 0.113% 0.0933582%
City Encinitas San Diego 0.061% 0.074% 0.0630289%
City Escondido San Diego 0.145% 0.1192204%
City Imperial Beach San Diego 0.014% 0.0118283%
City La Mesa San Diego 0.055% 0.068% 0.0575593%
City Lemon Grove San Diego 0.022% 0.0183911%
City National City San Diego 0.080% 0.0656808%
City Oceanside San Diego 0.213% 0.1753428%
City Poway San Diego 0.062% 0.0511040%
City San Diego San Diego 1.975% 2.416% 2.0531169%
City San Marcos San Diego 0.089% 0.0733897%
City Santee San Diego 0.033% 0.0268401%
City Solana Beach San Diego 0.017% 0.0138564%
City Vista San Diego 0.052% 0.0425144%
Consolidated San Francisco San Francisco 3.026% 3.702% 3.1457169% County San Joaquin County San Joaquin 1.680% 2.055% 1.7460399% City Lathrop San Joaquin 0.009% 0.0075394%
City Lodi San Joaquin 0.053% 0.0439484%
City Manteca San Joaquin 0.054% 0.0443454%
City Ripon San Joaquin 0.013% 0.0104219%
City Stockton San Joaquin 0.313% 0.383% 0.3256176%
City Tracy San Joaquin 0.084% 0.0692047%
County San Luis Obispo County San Luis Obispo 0.816% 0.999% 0.8484126% City Arroyo Grande San Luis Obispo 0.024% 0.0199053%
City Atascadero San Luis Obispo 0.029% 0.0240680%
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 Mateo 1.074% 1.313% 1.1159599% City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa Barbara 1.132% 1.385% 1.1768968% City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa Clara 2.404% 2.941% 2.4987553% City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
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%
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D

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 Stanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D APPENDIX 1
13of15
County Sutter County Sutter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County Tehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County Trinity 0.082% 0.101% 0.0855476%
County Tulare County Tulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County Tuolumne 0.486% 0.594% 0.5047621% County Ventura County Ventura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allcation
Percentage
City Oxnard Ventura 0.156% 0.190% 0.1617338%
City Port Hueneme Ventura 0.021% 0.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0.0702181% City Santa Paula Ventura 0.014% 0.0119072%
City Simi Valley Ventura 0.065% 0.0533043%
City Thousand Oaks Ventura 0.022% 0.0179902%
County Yolo County Yolo 0.357% 0.437% 0.3713319%
City Davis Yolo 0.055% 0.0451747%
City West Sacramento Yolo 0.066% 0.0544321%
City Woodland Yolo 0.058% 0.0477904%
County Yuba County Yuba 0.214% 0.262% 0.2225679%
City Marysville Yuba 0.014% 0.0112079%
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 BackStop 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 BackStop 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.
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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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 opioidrelated 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 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.
///
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D The undersigned, Sierra Madre 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/
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

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 BackStop 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 opioidrelated expenses, which may include fees and expenses related to litigation.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

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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Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 9 The undersigned, Sierra Madre 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/
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

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 BackStop 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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, Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 6 Allocation Agreement, to fund future Opioid Remediation and reimburse past opioidrelated 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.
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Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 9 The undersigned, Sierra Madre 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/
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

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 BackStop 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]
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 1 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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, Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 opioidrelated 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.
///
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 9 The undersigned, Sierra Madre 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/
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

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 BackStop 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 opioidrelated expenses, which may include fees and expenses related to litigation.

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.

For the avoidance of doubt, this agreement does not require a Plaintiff Subdivision to request or enter into a State Back-Stop Agreement, and no State Back-Stop Agreement shall impose any duty or obligation on the State of California or any of its agencies or officers, including without limitation the Attorney General.
///
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 9 The undersigned, Sierra Madre 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/
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

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 BackStop 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 opioidrelated expenses, which may include fees and expenses related to litigation.

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.

For the avoidance of doubt, this agreement does not require a Plaintiff Subdivision to request or enter into a State Back-Stop Agreement, and no State Back-Stop Agreement shall impose any duty or obligation on the State of California or any of its agencies or officers, including without limitation the Attorney General.
///
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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 Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 9 The undersigned, Sierra Madre 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/
Docusign Envelope ID: 63D63F7A-C74A-48DB-A2E6-AA2C77B1383D 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.

Sierra Madre City CouncilSeptember 23, 2025

Sierra Madre City Council
September 23, 2025