Agenda packet — Upland City Council, March 27, 2023 (part 14 of 21)

WITH TECHNICAL CORRECTIONS 02.03.2023
J-116
8066.Windsor CVS, Inc.
8067.Windward Plaza CVS, Inc.
8068.Winfield CVS, L.L.C.
8069.Winsted CVS, Inc.
8070.Winter Park CVS, Inc.
8071.Winthrop CVS, Inc.
8072.Wisconsin Avenue CVS, Inc.
8073.Wisconsin CVS Pharmacy, L.L.C.
8074.Wise Avenue CVS, Inc.
8075.Wissahickon Payment
Administrators, Inc.
8076.Wisteria Drive Peoples, Inc.
8077.Woburn Centre CVS, Inc.
8078.Woburn Mall CVS, Inc.
8079.Wollaston Quincy CVS, Inc.
8080.Woodbridge CVS, Inc.
8081.Woodbury MN CVS, L.L.C.
8082.Woodbury/Red Bank CVS, Inc.
8083.Woodhaven CVS, Inc.
8084.Woodlawn Avenue CVS, Inc.
8085.Woodlawn Chicago CVS, L.L.C.
8086.Woodridge CVS, L.L.C.
8087.Woodruff Realty Associates, L.L.C.
8088.Woodruff Road CVS, Inc.
8089.Woodside CVS, L.L.C.
8090.Woodside NY CVS, L.L.C.
8091.Woodstock CVS, Inc.
8092.Woodstock CVS, L.L.C.
8093.Woodville CVS, Inc.
8094.Woodward Detroit CVS, L.L.C.
8095.Woodward Manalapan CVS, LL.C.
8096.Woodward Royal Oak CVS, L.L.C.
8097.Woolwich CVS, L.L.C.
8098.Woonsocket CVS, Inc.
8099.Woonsocket Prescription Center,
Incorporated
8100.Worcester - Food Village CVS, Inc.
8101.Worcester Center CVS, Inc.
8102.Worcester Park CVS, Inc.
8103.Worcester PharmaCare Pharmacy,
Inc.
8104.Worcester-June St. CVS, Inc.
8105.Worcester-Lincoln Plaza CVS, Inc.
8106.Worcester-Stafford CVS, Inc.
8107.Worcester-Tatnuck Square CVS,
Inc.
8108.Work & Family Benefits, Inc.
8109.Workers Comp Advantage, Inc.
8110.WP Smart Holdings, LLC
8111.Wrightstown CVS, Inc.
8112.Wrightwood Chicago CVS, L.L.C.
8113.Wylie CVS, L.P.
8114.Wyoming MI CVS, Inc.
8115.Yale Houston CVS, L.P.
8116.Yardley CVS, Inc.
8117.Yarmouth CVS, Inc.
8118.Yeadon (Pa.) CVS, Inc.
8119.Yonkers Bronx River CVS, L.L.C.
8120.Yonkers Central Park CVS, Inc.
8121.Yorba Linda CVS, Inc.
8122.York Mall CVS, Inc.
8123.York Road CVS, Inc.
8124.Ypsilanti Township CVS, L.L.C.
8125.Zephyrhills CVS, L.L.C.
8126.Zieglersville PA CVS, Inc.
8127.Zinc Health Services, LLC
8128.Zinc Health Ventures, LLC
8129.Zion IL CVS, L.L.C.
8130.ZS Acquisition Company, LLC

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K-1

EXHIBIT K
Subdivision Participation and Release Form
Governmental Entity:State:

Authorized Official:

Address 1:

Address 2:

City, State, Zip:

Phone:

Email:

The governmental entity identified above (“Governmental Entity”), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated December 9, 2022 (“CVS Settlement”), and acting through the undersigned authorized official, hereby elects to participate in the CVS Settlement, release all Released Claims against all Released Entities, and agrees as follows.

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

2.The Governmental Entity shall promptly, and in any event no later than 14 days after the Reference Date and prior to the filing of the Consent Judgment, dismiss with prejudice any Released Claims that it has filed. With respect to any Released Claims pending in In re National Prescription Opiate Litigation, MDL No. 2804, the Governmental Entity authorizes the Plaintiffs’ Executive Committee to execute and file on behalf of the Governmental Entity a Stipulation of Dismissal with Prejudice substantially in the form found at [website link to national settlement website to be provided].

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

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

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

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

The Governmental Entity likewise agrees to arbitrate before the National Arbitration Panel

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2 as provided in, and for resolving disputes to the extent otherwise provided in, the CVS Settlement.

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

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

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

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

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

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

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

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3 interpreted differently from the CVS Settlement in any respect, the CVS Settlement controls.

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

Signature: _____________________________
Name: _____________________________
Title: _____________________________
Date: _____________________________

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L-1

EXHIBIT L
Settlement Fund Administrator Terms
[Exhibit to be inserted prior to the Initial Subdivision Participation Date]

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M1-1
EXHIBIT M-1: PAYMENT SCHEDULE
Payment Year Maximum
Additional
Remediation
Amount & All
Attorneys’ Fees
& Costs Funds
(Includes CB
Fee on Credits)
Maximum
Base
Payments
(38%)
Maximum
Incentive
Payment A
(62%)
Maximum
Incentive
Payment B
(28%)
Maximum
Incentive
Payment C
(28%)
Maximum
Incentive
Payment D
@ 6%
Maximum
Total
Remediation
Maximum
Overall
Total
Year 1
June 30, 2023
$125,329,964 $306,016,374 --- --- --- --- $306,016,374 $431,346,338 Year 2
June 30, 2024
$113,977,078 $81,058,849 $162,912,910 $81,456,455 $81,456,455 --- $243,971,759 $357,948,837 Year 3
June 30, 2025
$128,577,766 $161,989,258 $325,567,678 $162,783,839 $162,783,839 --- $487,556,936 $616,134,702 Year 4
June 30, 2026
$128,577,766 $161,989,258 $325,567,678 $162,783,839 $162,783,839 --- $487,556,936 $616,134,702 Year 5
June 30, 2027
$128,577,767 $161,989,258 $325,567,678 $162,783,839 $162,783,839 --- $487,556,936 $616,134,703 Year 6
June 30, 2028
--- $161,989,257 $325,567,679 $137,108,875 $137,108,874 $51,349,930 $487,556,936 $487,556,936 Year 7
June 30, 2029
--- $153,896,217 $309,302,202 $128,976,136 $128,976,136 $51,349,930 $463,198,419 $463,198,419 Year 8
June 30, 2030
--- $145,803,177 $293,036,724 $120,843,397 $120,843,397 $51,349,930 $438,839,901 $438,839,901 Year 9
June 30, 2031
--- $145,674,735 $292,778,585 $120,714,327 $120,714,328 $51,349,930 $438,453,320 $438,453,320 Year 10
June 30, 2032
--- $145,674,735 $292,778,585 $120,714,328 $120,714,327 $51,349,930 $438,453,320 $438,453,320 Total $625,040,341 $1,626,081,118 $2,653,079,719 $1,198,165,035 $1,198,165,034 $256,749,650 $4,279,160,837 $4,904,201,178

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M1-2
NOTES:

1. The Maximum Additional Remediation Amount and the state and subdivision attorneys’ fees and costs amounts are broken out into separate columns in Exhibit M-3. All payments shown in this schedule are maximum figures.

2. All annual and total figures for Maximum Additional Remediation Amount & All Attorneys’ Fees & Costs Fund are maximum figures that may never be exceeded. They are subject to reduction as set forth in the Agreement and its exhibits.

3. All annual and total figures for Maximum Base Payment, Maximum Incentive Payment A, Maximum Incentive Payment B, and Maximum Incentive Payment C are maximum figures that may never be exceeded and reflect the following:
- An assumption that all Eligible States are Settling States. - An assumption that all Settling States earn the full amount of the relevant incentive payment. - The figures are subject to reduction as set forth in the Agreement.

4. All annual and total figures for Maximum Incentive Payment D are maximum figures that reflect the following:
- An assumption that all Eligible States are Settling States. - An assumption that all Settling States earn 100% of Incentive Payment C and hence the full amount of D at a value of 6%. - Exhibit M-2 shows maximums based on Incentive Payment D values higher than 6% if Incentive Payment C is not earned in full.

As set forth in the Agreement and Exhibit M-2, any Incentive Payments D at values higher than 6% for a Settling State must be offset in full by corresponding reductions to Incentive Payment C for that Settling State in prior Payment Years and the same Payment Year, resulting in zero increase to the total Maximum Total Remediation amount ($4,279,160,837) and the total Maximum Overall Total amount ($4,904,201,178).
- The figures are subject to reduction as set forth in the Agreement.

5. All annual and total figures for Maximum Total Remediation and Maximum Overall Total are maximum payments that reflect the following:
- The credit amount of $117,882,400 for prior settlements has already been applied. - An assumption that all Eligible States are Settling States. - An assumption that all Settling States earn their full potential maximum amount of the Maximum Total Remediation through either Incentive Payment A, or Incentive Payments B, C, and D with Incentive Payment D at a value of 6%. - All annual and total figures for Maximum Total Remediation and Maximum Overall Total may never be exceeded with the sole and exclusive exception of the annual amounts for Years 6-10, which may increase based on Incentive Payment D as set forth in Exhibit M-2 when Incentive Payment C is not earned in full. Any such increases must be offset in full by corresponding reductions to Incentive Payment C in prior Payment Years and the same Payment Year for that Settling State, resulting in zero increase to the total Maximum Total Remediation amount ($4,279,160,837) and the total Maximum Overall Total amount ($4,904,201,178). - Exhibit M-2 shows maximums based on Incentive Payment D values higher than 6%. - The figures are subject to reduction as set forth in the Agreement.

6. Any offsets for Eligible States that are Non-Settling States would be deducted from Maximum Base Payment, Maximum Incentive Payment A, Maximum Incentive Payment B, Maximum Incentive Payment C, Maximum Incentive Payment D, and Maximum Total Remediation by

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M1-3
subtracting from all annual and total payments the amount of the payment times the Overall Allocation Percentage assigned to each Non- Settling State in Exhibit F-2.

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M2-1
EXHIBIT M-2: INCENTIVE D PAYMENT RANGE SCHEDULE
Payment Year
Incentive Payment
D
(6%-15%)
Total
Remediation
Maximum if
All Eligible
States Obtain
Incentive D
at 6%
Maximum if
All Eligible
States Obtain
Incentive D
at 15%
Maximum if
All Eligible
States Obtain
Full Potential
with Incentive
D at 6%
Maximum if
All Eligible
States Obtain
Full Potential
with Incentive
D at 14.4%
Year 6
June 30, 2028
$51,349,930 $128,374,825 $487,556,936 $518,314,175
Year 7
June 30, 2029
$51,349,930 $128,374,825 $463,198,419 $496,395,480
Year 8
June 30, 2030
$51,349,930 $128,374,825 $438,839,901 $474,476,784
Year 9
June 30, 2031
$51,349,930 $128,374,825 $438,453,320 $474,128,924
Year 10
June 30, 2032
$51,349,930 $128,374,826 $438,453,320 $474,128,924
Total
(Years 1-10) $256,749,650 $641,874,126 $4,279,160,837 $4,279,160,837 NOTES:

1. The ranges for Incentive Payment D show the amount earned based on all Settling States obtaining its minimum value of 6% and its maximum value of 15%, and reflect the following:
- An assumption that all Eligible States are Settling States. - An assumption that all Settling States qualify for Incentive Payment D. - The high end of the annual and total ranges for Incentive Payment D may never be exceeded and assume that all Settling States earn the full amount of the Total Remediation that they are eligible to receive by achieving, among other incentives, Incentive Payment D at a value of 14.4%. (The Incentive Payment C and Incentive Payment D payment tables do not allow Settling States earning Incentive Payment D at a value of 15% to earn their full potential amount of the Total Remediation.) - Any increase above the low end of the annual and total ranges for Incentive Payment D must be offset in full by corresponding reductions to Incentive Payment C in prior Payment Years and the same Payment Year, resulting in zero increase to the total Maximum Total Remediation amount ($4,279,160,837) and the total Maximum Overall Total amount ($4,904,201,178).

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- The total Maximum Total Remediation amount ($4,279,160,837) and total Maximum Overall Total amount ($4,904,201,178) may never be exceeded and do not change regardless if all Settling States earn their full potential amount of the total Maximum Total Remediation through Incentive Payment D at a value of 6% or at a value of 14.4%. - The amounts are subject to reduction as set forth in the Agreement.

2. All ranges for Total Remediation payments reflect the following:
- The credit amount of $117,882,400 for prior settlements has already been applied. - An assumption that all Eligible States are Settling States. - The low end of the ranges assume that all Settling States earn their full potential amount of the Total Remediation through 100 percent of Incentive Payment B, 100 percent of Incentive Payment C, and thus Incentive Payment D at a value of 6%. - The high end of the annual ranges may never be exceeded and assume that all Settling States earn the full amount of the Total Remediation that they are eligible to receive by achieving, among other incentives, Incentive Payment D at a value of 14.4%. (The Incentive Payment C and Incentive Payment D payment tables do not allow Settling States earning Incentive Payment D at a value of 15% to earn their full potential amount of the Total Remediation.) - Any increase above the low end of the annual ranges must be offset in full by corresponding reductions to Incentive Payment C in prior Payment Years and the same Payment Year, resulting in zero increase to the total Maximum Total Remediation amount ($4,279,160,837) and the total Maximum Overall Total amount ($4,904,201,178). - The total Maximum Total Remediation amount ($4,279,160,837) and total Maximum Overall Total amount ($4,904,201,178) may never be exceeded and do not change regardless if all Settling States earn their full potential amount of the total Maximum Total Remediation through Incentive Payment D at a value of 6% or at a value of 14.4%. - The amounts are subject to reduction as set forth in the Agreement.

3. Any offsets for Eligible States that are Non-Settling States would be deducted from the Incentive Payment D and Total Remediation by subtracting from all payments the amount of the payment times the Overall Allocation Percentage assigned to each Non-Settling State in Exhibit F-2.

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M3-1
EXHIBIT M-3: PAYMENT SCHEDULE FOR FEE FUNDS, COST FUNDS AND ADDITIONAL REMEDIATION (Breakdown of Second Column in Exhibit M-1)
Payment
Year
Maximum
Exhibit R
Attorney Fee
Funds
Exhibit R
Attorney
Cost Funds
Common
Benefit Fee
on Credits
State Cost
Fund
Maximum
State Outside
Counsel Fee
Fund
Maximum
Additional
Remediation
Amount
Maximum
Total
(Shown in Ex.

M-1, 2nd
Column)
Year 1
June 30,
2023
$91,298,571 $15,000,000 $1,914,750 $9,509,246 $3,803,699 $3,803,698 $125,329,964 Year 2
June 30,
2024
$80,678,256 $15,000,000 $1,182,179 $9,509,246 $3,803,698 $3,803,699 $113,977,078 Year 3
June 30,
2025
$109,546,373 --- $1,914,750 $9,509,247 $3,803,698 $3,803,698 $128,577,766 Year 4
June 30,
2026
$109,546,372 --- $1,914,750 --- $8,558,322 $8,558,322 $128,577,766 Year 5
June 30,
2027
$109,546,372 --- $1,914,751 --- $8,558,322 $8,558,322 $128,577,767 Total $500,615,944 $30,000,000 $8,841,180 $28,527,739 $28,527,739 $28,527,739 $625,040,341

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N-1

EXHIBIT N
Additional Remediation Amount Allocation Percentages
Alabama 2.0094047523%
American Samoa 0.0215590674%
Arizona 2.9911870812%
California 12.4923284542%
Colorado 2.0922099886%
Connecticut 1.6290775863%
District of Columbia 0.2266153628%
Georgia 3.5107212404%
Guam 0.0604844794%
Hawaii 0.4087756176%
Idaho 0.6193769970%
Illinois 4.1882957440%
Indiana 2.7913607538%
Iowa 0.9341820978%
Kansas 0.9872591950%
Louisiana 1.8447419766%
Maine 0.6664875621%
Maryland 2.6575348718%
Massachusetts 2.9005058228%
Minnesota 1.6334209688%
Missouri 2.5253744735%
Montana 0.3935393398%
N. Mariana Islands 0.0210349545%
Nebraska 0.5252526469%
New Jersey 3.4690785339%
New York 6.7872003052%
North Carolina 4.0924962523%
North Dakota 0.2140841267%
Ohio 5.4856657801%
Oklahoma 1.9292810204%
Oregon 1.7302239375%
Pennsylvania 5.7772011360%
Rhode Island 0.5622563667%
South Carolina 1.9381920268%
Tennessee 3.3847318704%
Texas 7.9239877394%

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Vermont 0.3204352512%
Virgin Islands 0.0397474619%
Virginia 2.8709652916%
Washington 2.9198056809%
Wisconsin 2.2138760297%
Wyoming 0.2100401547%

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O-1

EXHIBIT O
Adoption of a State-Subdivision Agreement
A State-Subdivision Agreement shall be applied if it meets the requirements of Section V and is approved by the State and by the State’s Subdivisions as follows:

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

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

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

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

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O-2
statutory provision be part of the requirements to be an Initial Participating Subdivision.

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

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P-1

EXHIBIT P
CVS Pharmacy Inc. Injunctive Terms
I.INTRODUCTION

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

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

3.Overview
a.Settling Pharmacy will implement or maintain a Controlled Substance Dispensing Oversight Program (“CSDOP”).
b.The CSDOP must include written standard operating procedures and/or corporate policies (the “CSDOP Policies and Procedures”) required by these Injunctive Terms.
c.The CSDOP shall apply during the term of these Injunctive Terms, to each of Settling Pharmacy’s retail pharmacy stores that dispense Schedule II Designated Controlled Substances and are registered or licensed with each Settling State.
d.Settling Pharmacy shall provide a copy of the relevant CSDOP Policies and Procedures to each Settling State within 60 days of the Injunctive Terms Implementation Date. To the extent any implementation is expected to require additional time, the Parties agree to work together in good faith to establish a timeline for implementation. No later than 30 days after the Injunctive Terms Implementation Date, each Settling State shall identify the person or office to whom Settling Pharmacy must provide a copy of the relevant CSDOP Policies and Procedures and any other State-specific reporting required under these Injunctive Terms.
e.Settling States shall form the States Injunctive Relief Committee to serve as a point of contact for Settling Pharmacy and to perform such other roles as set forth herein. Upon the committee’s formation, Settling States shall provide notice to Settling Pharmacy of the members of the committee.

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4.Compliance with Laws
a. Each Settling Pharmacy acknowledges and agrees that its pharmacies must comply with applicable state and federal laws, regulations, and rules, including those regarding the dispensing of Controlled Substances. The requirements of these Injunctive Terms are in addition to, and not in lieu of, any other requirements of federal, state, or local law. Nothing in the Injunctive Terms shall be construed as relieving the Settling Pharmacy of the obligation of their pharmacies to comply with all federal, state and local laws, regulations or rules, nor shall any of the provisions of the Injunctive Terms be deemed as permission for Settling Pharmacy to engage in any acts or practices prohibited by such laws, regulations or rules.
b. The Injunctive Terms are not intended to and shall not be interpreted to prevent Settling Pharmacy from taking or implementing any other compliance or policy steps that are more restrictive or that are necessary to conform with federal, state, or local legal requirements, unless such steps would conflict with State or local law. The Injunctive Terms are not intended to and shall not be interpreted to require Settling Pharmacy to inventory any Controlled Substances or any particular Controlled Substances or to require dispensing of any Controlled Substances or of any individual, types, subsets or categories of Controlled Substances prescriptions.
c. In the event that a Settling Pharmacy determines that there may be a conflict between the Injunctive Terms and the express requirements of federal, state, or local laws, or interpretations of such laws articulated by an agency responsible for enforcing such laws or a court (“Express Interpretations”), such that the Settling Pharmacy determines that it cannot comply with the Injunctive Terms without violating these express requirements or Express Interpretations, Settling Pharmacy shall follow the express requirements of the federal, state or local law or Express Interpretation thereof and shall provide notice to the Settling State(s). Within thirty (30) days after receipt of a notification from a Settling Pharmacy referenced above, the Settling Pharmacy and the State shall meet and discuss the potential conflict, and the Settling Pharmacy shall comply with any reasonable requests from the Settling State as necessary to determine whether there is a conflict between the Injunctive Terms and the express requirements of federal, state, or local laws, or Express Interpretations. In the event that a Settling Pharmacy believes a court or administrative action brought by a governmental body in a Settling State has commenced against it or its pharmacists for actions required by the Injunctive Terms, then the Settling Pharmacy may notify the Attorney General of the Settling State of such pending action. If the State agrees that the court or administrative action is a result of actions required by the Injunctive Terms, the State will engage in best efforts to resolve the conflict or assist in achieving resolution of the court or

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administrative action. Nothing in this paragraph shall (i) limit the right of the Settling State to disagree with a Settling Pharmacy as to the conflict; (ii) be deemed to relieve a Settling Pharmacy from following any subsequently enacted law or regulation, or judicial decisions from a regulatory authority with jurisdiction over controlled substances that is more restrictive than the provisions of the Injunctive Terms; (iii) or from following the Injunctive Terms if they are more restrictive than applicable laws at issue in the administrative action if there is no conflict; (iv) be deemed to relieve a Settling Pharmacy from adhering to the outcome of a court or administrative determination that there is no conflict; or (v) limit a Settling State’s ability to relieve a Settling Pharmacy of a duty under these Injunctive Terms if that Settling State determines that that term is in conflict with that Settling State’s express legal requirements. d. A Settling Pharmacy shall retain all records it is required to create pursuant to its obligations hereunder for a period no shorter than three years, unless otherwise specified. Nothing in these Injunctive Terms shall prevent a Settling State from issuing a lawful subpoena or Civil Investigative Demand (CID) for records pursuant to an applicable law.

5.No Admission and No Use as Evidence. Settling Pharmacy do not admit liability or wrongdoing. These Injunctive Terms shall not be considered, construed, or represented to be (1) an admission, concession, or evidence of liability, wrongdoing, or the existence of any legal obligations or requirements other than the requirement to follow these Injunctive Terms, (2) an admission, concession or evidence of the reach, requirements, meaning or interpretation of any statute or regulation, or (3) a waiver or limitation of any defense otherwise available to Settling Pharmacy. These Injunctive Terms shall not be offered or received in evidence or otherwise relied on in any action or proceeding for any purpose other than in an action or proceeding to modify or enforce or monitor compliance with these Injunctive Terms.

II.TERM AND SCOPE

1.The term of these Injunctive Terms shall be from the Injunctive Terms Implementation Date until August 15, 2032, unless otherwise specified herein.

2.Except as otherwise stated herein, the Injunctive Terms shall apply to Settling Pharmacy’s retail pharmacy stores located in, and registered or licensed with, each Settling State that dispense Schedule II Designated Controlled Substances to Patients, including any Schedule II Designated Controlled Substances dispensed by any such retail pharmacy stores that are mailed or shipped to patients in a Settling State. Should Settling Pharmacy operate an online pharmacy that is registered or licensed to dispense Schedule II Designated Controlled Substances in any Settling State while these

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Injunctive Terms are in effect, the Injunctive Terms shall apply to such pharmacy as well.1

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

III.DEFINITIONS

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

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

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

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

5.The term “Controlled Substances” means those substances designated under schedules II-V pursuant to the federal Controlled Substances Act.

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

7.The term “Injunctive Terms Implementation Date” means 30 days after the Effective Date of the Settlement Agreement [as defined in Section TK of the full Agreement].

8.The term “National Arbitration Panel” is defined in Section TK of [title of full Agreement].

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

10.The term “Prescriber” means any individual that has written a prescription for a Designated Controlled Substance, whether legally valid or not, that is presented to a Settling Pharmacy in a Settling State.
1 Caremark specialty and mail order pharmacies are not subject to, and are not online pharmacies for purposes of, these Injunctive Terms.

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

12.The term “Settling State(s)” means each State that is a signatory to [Title of Full Agreement].

13.The term “States Injunctive Relief Committee” means a committee representing the Settling States composed of between four and eight members designated by the Settling States. The members of the States Injunctive Relief Committee shall be employees of a Settling State’s Office of Attorney General and/or employees of another agency of a Settling State and may not include special assistant attorneys general, contractors, outside counsel, or other non-employees delegated official functions.

IV.CONTROLLED SUBSTANCE OVERSIGHT PERSONNEL

1.Settling Pharmacy shall designate a Chief Pharmacy Controlled Substances Officer, or other appropriately titled position, to be a member of the Controlled Substance Oversight Committee (described below in Section VI), and to oversee a Controlled Substance Professional Practices Department and Settling Pharmacy’s compliance with 21 C.F.R. 1306.04 and these Injunctive Terms. As used in these Injunctive Terms, the terms “Controlled Substance Oversight Committee” and “Controlled Substance Professional Practices Department” refer to the entity or entities, however titled, that carry out the functions required by these Injunctive Terms. Notwithstanding the preceding sentence, to the extent an existing position, committee or department carries out the functions required by these Injunctive Terms, any other functions undertaken by such position, committee or department shall not be subject to these Injunctive Terms or oversight by the Settling States pursuant to these Injunctive Terms. The position, committee and department discussed in these Terms may bear different names and need not be limited to the roles and functions set forth herein.

2.The Chief Pharmacy Controlled Substances Officer shall have knowledge of and experience with the laws and regulation of Controlled Substances, in particular the regulations in 21 C.F.R. 1306.04.

3.The Chief Pharmacy Controlled Substances Officer shall provide at least quarterly reports to the Controlled Substance Oversight Committee (described below in Section VI) regarding Settling Pharmacy’s compliance with these Injunctive Terms, including the implementation of any changes to the CSDOP Policies and Procedures required by these Injunctive Terms.

4.Staffing levels of Settling Pharmacy’s Controlled Substance Professional Practices Department shall be reviewed periodically, but at least on an annual basis, by Settling Pharmacy’s Controlled Substance Oversight Committee to assess whether such staffing levels are sufficient for the Controlled Substance Professional Practices Department to comply with this Agreement. This review shall include consideration of relevant developments in technology, law, and regulations.

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5.Throughout the term of these Injunctive Terms, Settling Pharmacy shall maintain a telephone and electronic submission hotline(s) (the “Hotline”) to permit employees and/or Patients and/or members of the public to anonymously report suspected inappropriate or illegitimate dispensing, prescribing or diversion of Designated Controlled Substances, violations of the CSDOP Policies and Procedures, these Injunctive Terms, Settling Pharmacy’s company policy, or other applicable law. The Hotline may be implemented by adding a dedicated option to existing systems that includes reporting regarding Designated Controlled Substances. Settling Pharmacy shall publish their Hotline contact information to its employees and Patients in the Settling States. Settling Pharmacy shall maintain for the duration of Injunctive Terms a record of each complaint made to the Hotline regarding Designated Controlled Substances and documentation regarding any investigation or response to such complaints. Nothing herein shall require Settling Pharmacy to investigate a pharmacist’s professional judgment to refuse a prescription that the pharmacist believes was prescribed or is being used for other than a legitimate medical purpose or that the pharmacist believes was not prescribed by an individual Prescriber acting in the usual course of his or her professional practice.

V.INDEPENDENCE

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

2.No CSDOP Employees may be terminated, suspended, threatened with or face any other negative employment consequence for failing to meet any revenue or profitability targets or expectations that depends in material part on sales of Controlled Substances.

Nothing in these Injunctive Terms shall be interpreted to prevent Settling Pharmacy from taking employment action based on sales volume, revenue or profitability targets/expectations for enterprise-, store-, or pharmacy-wide sales that include Controlled Substances.

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

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This provision does not apply to an officer or executive to whom both the Controlled Substance Professional Practices Department and sales, marketing and/or business development departments report.

4.Settling Pharmacy’s sales, marketing and business development departments are prohibited from interfering with, obstructing, or otherwise exerting control over any Controlled Substance Professional Practices Department or Controlled Substance Committee decision-making. This provision does not apply to an officer or executive to whom both the Controlled Substance Professional Practices Department and sales, marketing and/or business development departments report.

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

VI.OVERSIGHT

1.To the extent not already established, within thirty (30) business days of the Injunctive Terms Implementation Date, each Settling Pharmacy shall establish an oversight committee, however titled, that includes representatives from its respective legal, compliance, pharmacy operations and asset protection departments, however named, to provide oversight over the CSDOP and its compliance with the Injunctive Terms.

For the purposes of reference herein, this committee, however named, shall be referred to as the “Controlled Substance Oversight Committee.” Settling Pharmacy shall maintain its Controlled Substance Oversight Committee for the duration of the term of the Injunctive Terms. The Chief Pharmacy Controlled Substances Officer shall be a member of the Controlled Substance Oversight Committee.

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

3.On an annual basis, a Settling Pharmacy’s Controlled Substance Oversight Committee shall provide a written report to the President of the Settling Pharmacy’s Retail Division, the Chief Financial Officer of the Settlement Pharmacy’s Retail Division, the Chief Legal Officer of the Settling Pharmacy’s Retail Division, and the CVS Health

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Chief Compliance Officer, outlining (a) the Settling Pharmacy’s adherence to, and any material deviations from these Injunctive Terms; (b) the allocation of resources sufficient to comply with these Injunctive Terms; and (c) any revisions to the CSDOP that the Controlled Substance Oversight Committee has approved. The CVS Health Chief Compliance Officer shall determine if and when it is appropriate to make a report to the Board or any subcommittee thereof, but shall report at least annually.

4.Settling Pharmacy, through its Controlled Substance Professional Practices Department and Oversight Committee, shall, at least once every year, review and oversee any enhancements to the CSDOP Policies and Procedures and systems for dispensing activity that the Controlled Substance Oversight Committee deems necessary.

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

VII.MANDATORY TRAINING

1.The CSDOP Policies and Procedures shall be published in a form and location readily accessible to all pharmacy personnel at each of the Settling Pharmacy’s retail pharmacy locations in the Settling States. Online availability is sufficient, so long as pharmacy personnel have access to a computer with access to the CSDOP Policies and Procedures.

2.Settling Pharmacy shall launch training for all existing CSDOP Employees, to the extent practical (for example, accounting for employee leave), on the CSDOP Policies and Procedures required under these Injunctive Terms, including the Prescription Validation Process and corresponding responsibility. The training shall be launched within 120 days of the Injunctive Terms Implementation Date. All CSDOP Employee new hires, to the extent practical, shall be required to participate in such trainings within 60 days of hiring or 6 months of the Injunctive Terms Implementation Date, whichever is later. Settling Pharmacy will further require that every CSDOP Employee, to the extent practical, receive such training at least once every 3 years for the term of these Injunctive Terms.

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

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

5.All trainings required under these Injunctive Terms shall also make clear that i) Settling Pharmacy’s compensation and non-retaliation policies, including pursuant to these Injunctive Terms, prevent CSDOP Employees from being compensated or penalized in any way related to revenue or profitability targets or expectations specific to sales of Controlled Substances; and ii) pharmacists will not be penalized in any way for exercising their professional judgment to refuse to fill prescriptions for Controlled Substances pursuant to their corresponding responsibility. To the extent that trainings designed and launched prior to the Effective Date of these Injunctive Terms do not reference these policies, they shall be added by the end of 2023.

VIII.THE PRESCRIPTION VALIDATION PROCESS

1.As part of its CSDOP, Settling Pharmacy shall maintain a Prescription Validation Process in the CSDOP Policies and Procedures, as further described and set forth in this section, that each pharmacist employed by Settling Pharmacy in a Settling State must follow when dispensing a prescription for a Controlled Substance. The inclusion of an enumerated Red Flag in these Injunctive Terms shall not be considered, construed, or represented to be an admission, concession, or evidence of any factual or legal contention related to such Red Flag. A Red Flag shall not be interpreted to mean that a prescription is, or is more likely than not, illegitimate and/or not issued in the usual course of professional practice or treatment.

2.A Red Flag will be considered “resolved” if, after further investigation as described below, and given other facts and circumstances surrounding the prescription, a pharmacist determines, in his or her professional judgment, that the facts that triggered the Red Flag do not lead him or her to believe that the prescription was written or is being submitted for an illegitimate medical purpose or outside the usual course of a Prescriber’s professional practice.

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

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available to the pharmacist.

4.Each Settling Pharmacy’s CSDOP Policies and Procedures shall provide that if forgery or fraud is suspected, or if the pharmacist identifies any other “Prescription Red Flags” associated with a Controlled Substances prescription (described in Section IX(4) below), the pharmacist must resolve the Prescription Red Flags before filling the prescription; and that the method of resolution falls within the judgment of the pharmacist and may include reviewing the Patient’s profile and history with the Settling Pharmacy, calling the Prescriber or Prescribers if appropriate, speaking with the Patient if appropriate, calling on the pharmacist’s pre-existing knowledge of the Patient or Prescriber, reviewing available PMP or PDMP data, and/or reviewing other data or information available to the pharmacist.

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

6.A Settling Pharmacy’s CSDOP Policies and Procedures shall provide that the resolution of all Red Flags identified by the pharmacist, as well as sufficient details to reflect the steps taken to resolve the Red Flags must be documented by the pharmacist.

Any such records shall be maintained for the duration of these Injunctive Terms. To the extent that a Red Flag is resolved based upon facts or circumstances that are already reflected or documented in a Settling Pharmacy’s records, further documentation of those facts or circumstances is not required for resolution of substantially the same Red Flag on subsequent prescriptions. For example, if a Patient lives 55 miles from a Settling Pharmacy but works near the pharmacy and that fact is reflected in pharmacy records, no documentation for the resolution of the Red Flag addressing the Patient’s distance from the pharmacy is required in connection with individual prescriptions dispensed for that Patient. A lack of documentation does not create a presumption that a pharmacist did not resolve any identified Red Flags.

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

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IX.RED FLAGS

1. Settling Pharmacy shall provide quarterly to the Settling States, beginning with an initial report four months after the Injunctive Terms Implementation Date, and quarterly thereafter, (1) data reports (the “Quarterly Data Reports”) for each retail pharmacy operated by Settling Pharmacy containing data generated by the periodic proactive compliance reviews set forth in Section XI.1, subject to any potential modifications as a result of the meet and confer process set forth in Section IX.2, on cash, high MME patients, and cocktail prescriptions consistent with the sample report provided by Settling Pharmacy on November 21, 2022, (2) the top twenty-five prescribers of Designated Controlled Substances in each Settling State from CVS’s retail dispensing data, and (3) the lists of prescribers subject to disclosure in section X.5. Each Settling State shall provide contact information for receipt of the above information and shall update such contact information as necessary. A Settling State shall not disclose or provide any data provided under this provision during or after the Term of these Injunctive Terms unless required to do so by law or in a proceeding to enforce these Injunctive Terms. If a Settling State receives a request, demand or subpoena for such information or data, or intends to produce said data in a proceeding to enforce these Injunctive Terms, the Settling State shall, before producing any information or data, provide to Settling Pharmacy no less than ten (10) days’ notice, unless a shorter period is required by law, and an opportunity to object, seek a protective order, or come to an agreement on confidentiality protections, prior to the expiration of the 10-day notice period. It is CVS’s position that the information and data to be provided under these Injunctive Terms is confidential in nature, shall not be disclosed or produced by a Settling State, and is exempted from public record requests under exemptions for confidential commercial information and all other applicable exemptions and exclusions. Nothing in this paragraph shall be deemed to prevent a Settling State from sharing this material with other State or federal law enforcement agencies, provided that such agencies acknowledge and comply with the nondisclosure and notice obligations set forth in the preceding sentences.

2. Within the three months following the provision of the Annual Data Reports, either Settling Pharmacy or the States Injunctive Relief Committee may propose in writing a meet and confer to discuss potential changes to the scope of one or more categories of Red Flags. At such a meeting, Settling Pharmacy or the States Injunctive Relief Committee may provide additional research, information or data available to them beyond that provided in the Annual Data Reports. For example, a Settling Pharmacy might propose reducing the threshold for triggering a particular category of Red Flag or consolidating certain Red Flags or subcategories of Red Flags into a single metric, or the States Injunctive Relief Committee might propose increasing the threshold for triggering a particular Red Flag or expanding that Red Flag to include multiple subcategories (e.g., number of prescriptions, distance thresholds).

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a.If Settling Pharmacy and the States Injunctive Relief Committee agree on such changes to one or more Red Flags, they shall document those changes in writing and they shall become a part of these Injunctive Terms for all intents and purposes.
b.If Settling Pharmacy and the States Injunctive Relief Committee cannot agree on the proposed changes during their meeting and confer, the Party seeking the change(s) to the Red Flag(s) may seek a 5-day mediation of the issue at its own expense. If the mediation fails to resolve the dispute between the parties, the party seeking the proposed change(s) may appeal to the National Arbitration Panel to have the National Arbitration Panel modify the Red Flags on the basis that the change(s) would be consistent both with avoiding unnecessary material costs of identifying and resolving Red Flags and materially reducing the diversion of Controlled Substances. In such a proceeding, the Party seeking the proposed change(s) may provide evidence from Annual Data Reports or from other research, data and information.
c.In any such proceedings, there shall be a presumption against imposition of any proposed Red Flags, or proposed modifications to pre-existing Red Flags, that have not been identified by the United States Drug Enforcement Administration or any Settling State’s Board of Pharmacy or other Controlled Substance government regulators.
d.The Red Flags required by these Injunctive Terms shall at no point be too numerous or complex to be reasonably workable for pharmacists in the context of protecting patient safety, performing corresponding responsibility, drug utilization review, and their other responsibilities. Any dispute over whether the Red Flags required by these Injunctive Terms have become too numerous or complex to be reasonably workable for pharmacists shall be submitted to the National Arbitration Panel. In the event such a dispute is submitted to the National Arbitration Panel, it shall be the Settling Pharmacy’s burden to prove that the Red Flag(s) at issue are too numerous or complex to be reasonably workable for pharmacists.The Arbitration Panel should consider information regarding potential impacts on public health in determining if the red flag(s) at issue are too numerous or complex to be reasonably workable for pharmacists.

3.Settling Pharmacy’s CSDOP Policies and Procedures shall require their pharmacists to treat the following circumstances as “Patient Red Flags”:

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a.A Patient seeks to fill a Schedule II Designated Controlled Substance prescription more than three days prior to the contemplated exhaustion date of an earlier prescription of the same Schedule II Designated Controlled Substance (e.g., exhaustion of the days’ supply assuming the prescription has been taken in accordance with the prescribers’ directions on the face of the prescription), provided the previous prescription was also dispensed by the same Settling Pharmacy;
b.A Patient seeks to fill a Designated Controlled Substance prescription from a Prescriber after having filled Designated Controlled Substance prescriptions at the same Settling Pharmacy from more than four other Prescribers, from separate practices, in a given 6-month period;2
c.A Patient seeks to fill a Designated Controlled Substance prescription after having filled three other Designated Controlled Substance prescriptions written by multiple Prescribers with overlapping days of supply at the same Settling Pharmacy’s pharmacies within 30 days;
d.The distance between a Patient’s residence and the Settling Pharmacy receiving the Designated Controlled Substance prescription is farther than 50 miles ; e.The Patient resides more than 100 miles from the Prescriber who issued the Designated Controlled Substances prescription;
f.To the extent personally known to the pharmacist filling the prescription, a Patient seeks to fill a Designated Controlled Substance prescription after having two other prescriptions for Designated Controlled Substances subjected to refusals to fill by a Settling Pharmacy pharmacist within the past 30 days; g.A patient pays in cash for a Designated Controlled Substance despite having prescription drug insurance on file for that medication; h.Three or more Patients come to the pharmacy together to fill prescriptions for the same Designated Controlled Substances;
i.A Patient requests a Designated Controlled Substance by its slang or street description, such as “Mallinckrodt blues,” “M’s” or “the blue pill”; and j.A Patient presenting a prescription for a Designated Controlled Substance appears visibly altered, intoxicated or incoherent.

4. Settling Pharmacy’s CSDOP Policies and Procedures shall require their pharmacists to treat the following circumstances as “Prescription Red Flags:” 2 In Settling Pharmacies’ sole discretion, for administrative convenience Settling Pharmacies may implement this Red Flag without regard to whether Prescribers are at separate practices, thereby resulting in more instances in which the flag occurs.

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

5.Settling Pharmacy’s CSDOP Policies and Procedures shall require their pharmacists to the following circumstances as “Prescriber Red Flags:”
a.A Prescriber provides a Patient with prescriptions for all three of a Schedule II Designated Controlled Substance, a benzodiazepine, and carisoprodol; b.A Prescriber has no office within 50 miles of the retail pharmacy store where a Designated Controlled Substance prescription is submitted; and c.A Prescriber of Designated Controlled Substances uses prescriptions that are preprinted or stamped with drug type and amount.

X.PRESCRIBER REVIEW

1.Settling Pharmacy shall regularly review the prescribing patterns and practices of Prescribers of Designated Controlled Substances (the “Prescriber Review Process”).

The Prescriber Review Process shall employ algorithms, or other means, to review data on Settling Pharmacy’s retail dispensing for potential Prescribers of concern.

2.Settling Pharmacy shall initiate Prescriber Review Process in the following circumstances:
a.Personnel implementing the Prescriber Review Process become aware that a Prescriber of Designated Controlled Substances located in a Settling State has been the subject of a blanket refusal to fill by one or more of the Settling Pharmacy’s retail pharmacy stores in the Settling States; b.Personnel implementing the Prescriber Review Process become aware that a Prescriber of Designated Controlled Substances located in a Settling State has been charged or indicted with a crime related to prescribing Designated Controlled Substances by the Federal Government or law enforcement in a Settling State; or

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c.A Settling Pharmacy has received a Hotline complaint that has been investigated and substantiated concerning a Prescriber’s illegitimate prescribing of Designated Controlled Substances.

3.Based on the professional judgment of the employees operating the Prescriber Review Process, a Settling Pharmacy may also initiate the Prescriber Review Process when:
a.Personnel implementing the Prescriber Review Process are notified in writing by law enforcement that a Prescriber of Designated Controlled Substances located in a Settling State is the target of an investigation regarding the prescribing of controlled substances;
b.A Prescriber of Designated Controlled Substances was flagged for review by a Settling Pharmacy pharmacist in a Settling State (other than through a refusal to fill or blanket refusal to fill) or by field personnel who supervise a Settling Pharmacy’s pharmacies in a Settling State; or c.A Prescriber of Designated Controlled Substances located in a Settling State was identified through the running of algorithms on Settling Pharmacy’s retail dispensing.

4.Once a Settling Pharmacy identifies a Prescriber for further investigation, the Settling Pharmacy shall review pertinent and available data or information pertaining to the Prescriber, which may include interviews or other information gathered in the discretion of the employees operating the Prescriber Review Process. All data and information collected or created as part of the Prescriber Review Process shall be maintained by the Settling Pharmacy for the term of these Injunctive Terms. When permitted by law, nothing contained in this Section prevents a Settling Pharmacy from taking immediate action to Block a Prescriber.

5.If after the Prescriber Review Process those making the decision have not resolved the circumstances that caused a Settling Pharmacy to further investigate the Prescriber, then the Prescriber shall be Blocked from having Controlled Substance prescriptions filled at the Settling Pharmacy’s retail pharmacies in the Settling States, when permitted by law. A Prescriber may have an opportunity at the discretion of the Settling Pharmacy to seek future reinstatement by providing information to the Settling Pharmacy that may resolve its concerns. Nothing in this Section shall limit the right or ability of an individual Settling Pharmacy pharmacists to either refuse to fill a given prescription or refuse to fill all prescriptions for Controlled Substances from a given Prescriber independent of any decision by the Settling Pharmacy to Block or not Block a given Prescriber. On written demand, on a quarterly basis, a Settling Pharmacy shall provide to each Settling State the names and DEA or NPI numbers of Prescribers of Designated Controlled Substances within that Settling State that it has Blocked. Each Settling State shall provide contact information in order to receive such information. For each of the

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Settling States, on a quarterly basis, a Settling Pharmacy shall provide to the Injunctive Relief Committee the number, names and DEA or NPI numbers of Prescribers who were: (a) blocked, and the number of prescribers who were (b) reviewed but not blocked.

XI.PROACTIVE DUE DILIGENCE AND SITE VISITS

1.During the term of these Injunctive Terms, Settling Pharmacy shall conduct periodic proactive compliance reviews of its retail pharmacy stores in the Settling States to assist with the identification of potential compliance issues related to the dispensing of Designated Controlled Substances at its retail pharmacy stores in the Settling States.

This may be satisfied by the use of algorithms, or other electronic means, to analyze data associated with each pharmacy’s dispensing of Designated Controlled Substances to identify particular pharmacies for review as required under this Section XI.

Documentation of any resulting reviews shall be maintained by the Settling Pharmacy and made accessible to all Controlled Substance Professional Practices Department personnel upon request for the duration of these Injunctive Terms.

2.During the term of these Injunctive Terms, Settling Pharmacy personnel or qualified third-party compliance consultants shall conduct site visits to each pharmacy identified for further review in a calendar year. Settling Pharmacy shall provide a list of such pharmacies to Settling States on an annual basis. These site visits shall at a minimum consist of a review of Controlled Substance dispensing documentation and recordkeeping; and a review of physical surroundings and other circumstances for any indications of potential non-compliance with these Injunctive Terms or the CSDOP Policies and Procedures, or any violations of other applicable laws and regulations related to the dispensing of Controlled Substances.

3.During site visits, Settling Pharmacy’s personnel or qualified third-party compliance consultants shall interview relevant pharmacy employees, if appropriate, about any potential areas or issues of concern, including potential violations of laws related to the dispensing of Controlled Substances, the CSDOP Policies and Procedures, and these Injunctive Terms.

4.A Settling Pharmacy’s personnel or qualified third-party compliance consultants who conduct site visits shall complete a report reflecting the findings of any site visit pursuant to this section. This report shall document areas or issues of concern, including potential violations of law related to the dispensing of Controlled Substances, the CSDOP Policies and Procedures, and these Injunctive Terms.

5.The site visit reports described above shall be maintained by the Settling Pharmacy and made accessible to all Controlled Substance Professional Practices Department personnel. Upon its request, the States Injunctive Relief Committee shall be provided

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sample reports or a report for a particular store.

XII.THEFT AND LOSS PREVENTION

1.In addition to complying with all theft and loss procedures, policies and precautions required by state and federal law, each Settling Pharmacy shall maintain for at least three years information regarding the receipt and disposition of inventory of all Designated Controlled Substances at each retail pharmacy store.

2.In addition to any other reporting obligations under state and federal law, Settling Pharmacy must provide to each Settling State on a quarterly basis any reports it has made to the Drug Enforcement Administration regarding the theft or significant loss of Designated Controlled Substances in that Settling State pursuant to 21 CFR §1301.76(b). Each Settling State shall provide contact information in order to receive such reports. There shall be no obligation to provide these reports to Settling States that receive contemporaneous reporting of thefts or significant losses of Designated Controlled Substances to a Settling State’s board of pharmacy.

XIII.REPORTING TO LAW ENFORCEMENT

1.The Settling States shall inform the Settling Pharmacy to what extent their law enforcement authorities would like to receive reports, other than those already required by law or regulation, of any confirmed forged prescriptions. To the extent not already in place, Settling Pharmacy shall implement standard operating procedures directing its employees to report any confirmed forged prescriptions for Designated Controlled Substances to those Settling States who have indicated that they want to accept it, within 5 business days of completing any review of such prescription or conduct. The Settling States shall provide contact information in order to receive such reports.

2.Settling Pharmacy shall document and for at least 2 years maintain records of any such reports that are made to Settling States regarding confirmed fraudulent or forged prescriptions, which are maintained centrally.

XIV.ENFORCEMENT OF INJUNCTIVE TERMS

1.Notice of Potential Violations and Opportunity to Cure. a.A “Potential Violation” occurs when the Settling State determines, after appropriate investigation and due diligence, that a Settling Pharmacy is not in substantial compliance with a material aspect of the Injunctive Terms. A Potential Violation may be for a single retail pharmacy. A violation of this Agreement is not presumed to occur when a pharmacist, pharmacist technician,

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

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

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

XV.COMPLIANCE CERTIFICATION

1.Each Settling Pharmacy’s Chief Pharmacy Controlled Substances Officer shall, after diligent inquiry, complete an annual compliance certification as set out in Section XV(4).

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

3.The certification shall state:

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

4.If the Chief Pharmacy Controlled Substances Officer is unable to provide such a certification, the Chief Pharmacy Controlled Substances Officer shall provide a written explanation of the reasons why he or she is unable to provide the certification outlined above.

XVI. DATA SHARING

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

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

XVII.CLEARINGHOUSE

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1.The Settling Pharmacy will confer with any Settling Distributor that distributes Designated Controlled Substances to its retail pharmacies and the States Injunctive Relief Committee for a period not to exceed six months from the Injunctive Terms Implementation Date to determine: what additional deidentified information, if any, is needed from the Settling Pharmacy for a Settling Distributor to perform suspicious order monitoring,; if additional deidentified information is needed, how the Settling Pharmacy shall provide it to a Settling Distributor; and what information provided by the Settling Pharmacy to a Settling Distributor may be deposited by the Settling Distributor into the Clearinghouse. For the avoidance of doubt “deidentified” does not refer to omission of information about Prescribers. If agreements are not reached, the matters in dispute shall be submitted to arbitration. Due to patient privacy and legal restrictions and other confidentiality and commercial concerns, in connection with any meet and confer described above, the Settling Pharmacy may not be compelled to provide individual patient-level or prescription-level data, de-identified or otherwise, to the Settling Distributors.

2.The Settling Pharmacy and Settling Distributors will also determine whether and in what amount each Settling Pharmacy will contribute to the cost of the operation of the Clearinghouse. When a Settling Pharmacy contributes to the costs of the Clearinghouse, Settling Pharmacy, Settling Distributors and all other participants in the Clearinghouse shall determine an equitable amount of the Settling Pharmacy’s contribution. If agreements are not reached, the matters in dispute shall be submitted to arbitration.

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

XVIII. CHANGES & MODIFICATIONS

1.These Injunctive Terms may be amended or modified with the written consent of Settling Pharmacy and a majority of the States Injunctive Relief Committee.

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EXHIBIT Q
[Intentionally Omitted]

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

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

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

C.“Attorney.” Any of the following retained through a legal contingency fee or hourly fee contract: a solo practitioner, multi-attorney law firm, or other legal representative of a Participating Subdivision or MDL Participating Counsel. This does not include Subdivision in-house attorneys.

D.“Attorney Fee Fund.” An account consisting of $500,615,944 allocated to pay attorneys’ fees approved pursuant to Section II.B. of this Fee Agreement, established by Order of and under the ongoing jurisdiction of the MDL Court, as provided below.

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

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

G.“Common Benefit Order.” The Ongoing Common Benefit Order (Dkt. #4428) in In re National Prescription Opiate Litigation, Case No. 1:17-md-2804, any subsequent amendments or modifications to that order, and any successor orders on Common Benefit.

H.“Contingency Fee Fund.” The sub fund of the Attorney Fee Fund described in Section II.D.

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

J.“Cost Fund.” An account consisting of $30,000,000, composed of the MDL Direct Cost Fund and the Subdivision Cost and Expense Fund, as provided below.

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

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

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

N.“Later Litigating State.” A State that first files a lawsuit bringing a Released Claim against a Released Entity after December 9, 2022.

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

P.“MDL Direct Cost Fund.” The cost fund described in Section II.F below.

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

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

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

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

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

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

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

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

Y.“State Back-Stop Agreement.” Any agreement by a Settling State and private counsel for Participating Subdivisions in that State (or legislation enacted in that State) to provide, adjust, or guarantee attorneys’ fees and costs, whether from the Attorney Fee Fund or any other source recognized in the agreement or legislation.1 Z.“Subdivision Cost and Expense Fund.” The fund created to pay approved Subdivision and Tribal Nations costs and expenses as set forth in Section II.E.

AA.“CVS” means (i) CVS Health Corporation and CVS Pharmacy Inc. and (ii) all of their respective past and present direct or indirect parents, subsidiaries, divisions, affiliates, joint ventures, predecessors, successors, and assigns.

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

1.Total attorneys’ fees and costs to be paid by CVS to Attorneys under this Fee Agreement shall be up to, but in no event more than, $530,615,944, subject to the reductions and provisions set forth below. The total attorneys’ fees and costs consists of up to $500,615,944 for the Attorney Fee Fund, as set forth in Section II, and $30,000,000 in total for the Cost Fund, divided between the Subdivision Cost and Expense Fund and MDL Direct Cost Fund as set forth in Sections II.E and II.F, respectively. Additionally, CVS shall also pay $8,841,180 into the Court Common Benefit Fund as a common benefit fund assessment on the Credit set forth in Ex.

M-3, and such amount shall be paid on the schedule set forth in Ex. M-3. The maximum attorney fees and costs allowed under this Fee Agreement, subject to the reductions set forth herein, are set forth in Ex. M-3 and shall be paid on the schedule in Ex. M-3.

2.If an Eligible State does not join the Agreement by the State Participation Date and is accordingly not a Settling State, the total attorneys’ fees and costs to be 1 Nothing herein shall be understood to indicate approval for additional State Back-Stop Agreements or modifications of existing State Back-Stop Agreements.

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paid under this Fee Agreement by CVS shall be reduced by twelve point four percent (12.4%) times the Remediation Payment amount that would have been allocated to that Non-Settling State as set forth in Section IV.B of the CVS Agreement.

3.The total attorneys’ fees and costs to be paid under this Fee Agreement by CVS shall also be reduced by the amount of the Contingency Fee Fund for Attorneys representing Litigating Subdivisions in any Settling State that continue to pursue Released Claims (“Non-Participating Litigating Subdivisions”), as set forth in Section II.D.4 and II.H.7 below.

4.If CVS settles with any Non-Settling State after December 9, 2022, and such settlement allows for the Subdivision(s) in such Non-Settling State to join the settlement, CVS agrees to withhold from the attorney fee portion of such settlement a Common Benefit Fund assessment, to be deposited in the Court Common Benefit Fund, of 7.5% times the portion of the Remediation Payment that would have been due to such State if it had participated in the CVS Settlement and been awarded its full portion of the Remediation Payment (the “CVS State Settlement CBF Assessment”). If CVS settles with any Subdivision(s) in a Non-Settling State other than in connection with a statewide settlement that includes the relevant State after December 9, 2022, then CVS agrees to withhold from the attorney fee portion of such settlement a Common Benefit Fund assessment, to be deposited in the Court Common Benefit Fund, of 7.5% times the portion of the Remediation Payment that would have been due to such Subdivision under this Agreement (the “CVS Subdivision CBF Assessment,” and, along with the CVS State Settlement CBF Assessment, each a “CVS CBF Assessment”). If (a) CVS settles with a Non-Settling State after December 9, 2022, (b) such settlement does not allow for the Subdivision(s) in such Non-Settling State to join the settlement, and (c) CVS later prevails in asserting that Released Claims of Primary Subdivisions in such Non- Settling State were released as a result of such settlement, CVS agrees to deposit the CVS State Settlement CBF Assessment in the Common Benefit Fund. Any CVS CBF Assessment is inclusive of any assessment related to such settlement that would be required by the Common Benefit Order. To the extent that CVS is required to pay any additional and/or separate assessment on such settlement as a result of the Common Benefit Order, the CVS CBF Assessment shall be reduced by the amount required to be paid pursuant to the Common Benefit Order.

B.Attorney Fee Fund and Sub Funds

1.The Attorney Fee Fund shall consist of the Contingency Fee Fund and the Common Benefit Fee Fund. There shall be a split of the Attorney Fee Fund into the Contingency Fee Fund and the Common Benefit Fund. The split shall be 40% to the Contingency Fee Fund and 60% to the Common Benefit Fund.

2.The Cost Fund shall include the MDL Direct Cost Fund and the Subdivision Cost and Expense Fund. The State Counsel Fee Fund and the State Cost Fund shall

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be separate funds under the control of the Settling States and are not part of this Fee Agreement.

3.It is the intention of the Parties that the Contingency Fee Fund and the Common Benefit Fund shall be administered by the Fee Panel appointed under MDL Docket No. 3828, which will be governed by the provisions of this Fee Agreement and shall design the process and procedures for the allocation of fees pursuant to this Fee Agreement and the MDL Court’s Order. The Cost Funds shall be administered by the Cost and Expense Fund Administrator appointed under MDL Docket No. 3828, who will be governed by the provisions of this Agreement and shall design the process and procedures for the allocation of costs pursuant to this Agreement and the MDL Court’s Order.

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

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

5.In no event shall CVS be required to pay more into the Attorney Fee Fund in any Payment Year than the maximum amount specified in paragraph II.A.1., which amounts are reflected in Exhibit M to the CVS Agreement. The amounts allocated to the Contingency Fee Fund and the Common Benefit Fund set by the Fee Panel shall be subject to the reductions set forth in Section II.A.2 and the reductions and refunds set forth below.

6.Awards of fees from the Contingency Fee Fund shall be available to Attorneys with Qualifying Representations of Participating Litigating Subdivisions eligible to receive an allocation under the CVS Agreement, as set forth in Exhibit G to the CVS Agreement, and shall be made by applying the Mathematical Model attached as Exhibit “A” to this Fee Agreement. The collection of the data and calculations for the Mathematical Model has been a cooperative effort among private counsel for a large number of Litigating Subdivisions. The analysis has been spearheaded by Joseph Tann and Andrew Arnold. The Fee Panel is encouraged to continue working with those counsel in application of the Model.

The Fee Panel shall oversee the application of the Model and resolve any questions or disputes concerning the eligibility of a Counsel to participate as required in

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Section II.G. The Panel is empowered to hear disputes concerning and ensure the accuracy of the mathematical calculation.

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

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

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

1.The maximum potential total Common Benefit Fund payment to be made by CVS into the Attorney Fee Fund is $300,369,566.40, and in no event shall it exceed that amount. CVS’s maximum potential Common Benefit Fund payments are subject to the reductions set forth in Section II.A.2. for Non- Settling States and to the adjustments set forth below and, subject to those reductions, shall be paid on the following yearly schedule:

CVS Maximum Common Benefit
Payment
Year 1 $54,779,142.60
Payment
Year 2 $48,406,953.60
Payment
Year 3 $65,727,823.80
Payment
Year 4 $65,727,823.20
Payment
Year 5 $65,727,823.20
Total $300,369,566.40
Additionally, CVS shall also pay $8,841,180 into the Court Common Benefit Fund as a common benefit fund assessment on the Credit set forth in Ex. M-3, which shall be paid on the schedule set forth in Ex. M-3.2
2 For the avoidance of doubt, CVS is not required to pay any sums under this Agreement for matters settled prior to December 6, 2022, other than the $8,841,180 credit referenced above.

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

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

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

3.CVS’s Common Benefit Fund payments under this Fee Agreement satisfy, at a minimum, any assessments or withholdings for the CVS Agreement that are or could be required under the Common Benefit Order for Settling States and their Participating Subdivisions. The Common Benefit Fund shall be overseen by the Fee Panel, which shall determine the allocation of funds to eligible Attorneys consistent with this Fee Agreement and the Common Benefit Order.

4.In assessing the benefits that an Applicant has conferred to Participating Subdivisions (including non-Litigating Subdivisions) and/or Tribes for purposes of any compensation decision, the Fee Panel shall give significant weight to the extent to which (i) the Applicant and his or her clients have contributed to increasing (or reducing) Initial Participation in the CVS Agreement, and (ii) the Applicant and his or her clients have contributed to increasing (or reducing) the amounts achieved under Incentive Payments A-D through participation in the CVS Agreement, including the CVS Tribal Agreement. The Fee Panel shall also consider additional fee recoveries the Applicant may potentially obtain, including, but not limited to, from attorney fee funds under other settlement agreements, State Back-Stop Agreements, representations of States or Tribal Nations, representations of other clients in opioids-related matters, or through the representation of Subdivision clients,

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whether they participated in the CVS Agreement or not. It is the intent of this provision to recognize that the goal of the CVS Agreement is to provide for maximum participation by the Subdivisions, maximum abatement funding for all Subdivisions nationally, and the maximum peace for Released Entities.

Therefore, representing one or more Non-Participating States or Non- Participating Subdivisions does not further the goal of the CVS Agreement, and should not be considered Common Benefit because it does not increase funds available to Participating Subdivisions’ abatement programs. Representing one or more Later Litigating Subdivisions or Later Litigating States is antithetical to the CVS Settlement and detracts from Common Benefit. The Fee Panel shall consider this concept of “common detriment” set forth in this paragraph in all of its decision making with respect to the allocation of the Attorney Fee Fund among Applicants, as well as, in its discretion, any reductions provided to CVS as set forth in Section II.H.3 The Fee Panel shall consider the totality of the Applicant’s Participating Litigating Subdivisions as compared to the Applicant’s Non-Participating Litigating Subdivisions; the Parties recognize that, although the goal is for 100% participation, Applicants with a greater number of clients have a greater probability of having one or more Non- Participating Litigating Subdivisions. As used in this paragraph II.C.4, “client” or “representing” a Subdivision shall include any Litigating Subdivision as to which the Applicant has a Fee Entitlement.

5.As set forth in Section II.H, the Fee Panel must consider the factors described in paragraph II.C.4 to determine how and whether to reduce the amounts to be paid by CVS under this Fee Agreement and to determine how to allocate funds among Applicants. They may also, at their discretion, consider other factors not inconsistent with the factors set forth in paragraph II.C.4. and Section II.H.

Any reduction in payment obligation or credit to be given CVS in this Fee Agreement shall be applied against Payment Year 5 and then working backwards. Any reduction to an Applicant not credited to CVS shall be allocated to attorneys whose Litigating Subdivision clients participated in the settlement by the Initial Subdivision Participation Date.

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

1. The maximum potential total Contingency Fee Fund payment to be made by CVS into the Attorney Fee Fund is $200,246,378.60, and in no event shall it exceed that amount. CVS’s maximum potential Contingency Fee Fund payment shall be subject to the reductions set forth in Section II.A.2. for Non- 3 Regardless of the status of the CT-3 bellwether counties under the CVS Agreement and this Fee Agreement, and notwithstanding any provisions in those agreements to the contrary, it is expressly agreed that the attorneys who represent or worked on behalf of the CT-3 bellwether counties in the CT-3 litigation are eligible to apply to the Fee Panel for attorneys’ fees from the Common Benefit Fund for the CT-3 representation and that the Fee Panel has discretion to determine that such representation has achieved common benefit.

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Settling States and to the adjustments set forth below and, subject to those reductions, shall be paid on the following yearly schedule:

CVS Maximum Contingency Fee
Payment
Year 1 $36,519,428.40
Payment
Year 2 $32,271,302.40
Payment
Year 3 $43,818,549.20
Payment
Year 4 $43,818,548.80
Payment
Year 5 $43,818,548.80
Total $200,246,377.60

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

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

4.In the event that after the date of the CVS Agreement, CVS, prior to the Effective Date of the CVS Agreement, settles with any Litigating Subdivision

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

E.Subdivision Cost and Expense Fund

1.CVS shall pay $22,500,000 into the Subdivision Cost and Expense Fund on the schedule set forth below.

Cost Fund
Payment
Year 1 $11,250,000.00
Payment
Year 2 $11,250,000.00
Total $22,500,000.00

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

3.During the period between December 9, 2022 and the Effective Date of the CVS Agreement, the MDL PEC, as well as Litigating Subdivisions’ Attorneys, shall make best efforts to cease litigation activity against CVS, including by jointly seeking stays or severance of claims against CVS, where feasible, or postponements if a motion to stay or sever is not feasible or is denied, so long as such actions are not otherwise detrimental to the Litigating Subdivision.

4.In the event that CVS, prior to the Effective Date of the CVS Agreement, settles with any Litigating Subdivision and, under such settlement agreement, pays costs to the Litigating Subdivision or its Attorney, the MDL Cost and Expense Fund Administrator shall treat those Litigating Subdivisions as Participating Litigating Subdivisions and, using the same criteria applicable to all applicants to the Subdivision Cost and Expense Fund, determine what amount in costs the Litigating

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Subdivision or its Attorney would have been paid from the Subdivision Cost and Expense Fund if they had settled under the CVS Agreement. That sum, rather than being paid to the Attorney or the previously settling Litigating Subdivision, shall be credited and/or returned to CVS, except that such sum shall not be greater than the amount paid under the previously settled Litigating Subdivision’s settlement agreement.

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

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

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

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

F.MDL Direct Cost Fund

1.CVS shall pay $7,500,000 into the MDL Direct Cost Fund on the schedule set forth below.

MDL Direct Cost Fund
Payment
Year 1 $3,750,000.00
Payment
Year 2 $3,750,000.00
Total $7,500,000.00

2.The MDL Direct Cost Fund shall be released following the Effective Date of this Fee Agreement without any delay to reimburse the MDL Counsel for an agreed-to portion of the expenses incurred, as approved by the Cost and Expense Fund Administrator. The sum deposited into the MDL Direct Cost Fund will be paid directly to the MDL Opiate Capital Account. The Cost and Expense Fund Administrator may include costs incurred by the MDL PEC in furtherance of litigation, mediation, implementation, and management of the Settlement.

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3.In allocating the MDL Direct Cost Fund, the Administrator shall not allocate any funds for costs incurred after December 9, 2022, unless the Administrator determines that there are sufficient funds to cover all Subdivision costs incurred prior to December 9, 2022 and that special circumstances exist to justify costs incurred following the public announcement of the CVS Agreement, including reasonable costs related to the implementation of the CVS Agreement.

G.Eligibility

1.It is the intention of all parties participating in the Fee Panel process that there should be total transparency to the Fee Panel and to all fund participants. In connection with the process to be developed by the Fee Panel, any and all monies in attorney’s fees received or awarded, including prior or future Contingency Fees, Common Benefit Fees, referral fees, expenses paid, promises for payment, or any other Fee Entitlement, to any Applicant in any opioid litigation shall be disclosed to the Fee Panel as a condition of participating in the Attorney Fee Fund and prior to an award from the Fee Panel.

Any payment, expectation of payment or perceived entitlement to participate in a State Back-Stop Agreement or any other agreement reached with a Settling State or any Subdivision or any other source regarding payment of fees must be disclosed to the Fee Panel. Similarly, any right to payment from any other fund, for example a fund for payment to lawyers representing Settling States or Tribal Nations or Subdivisions shall be disclosed to the Fee Panel. Because it is anticipated that there will be multiple firms listed on contingent fee agreements with Litigating Subdivisions, the Fee Panel shall establish procedures, with input from Attorneys for Participating Litigating Subdivisions, for which party or parties should petition for fees from such groups and to whom the fee shall be paid and thereafter distributed to co-counsel in accordance with applicable agreements. For the avoidance of doubt, all Attorneys that are part of such groups must meet the eligibility criteria in paragraph II.G.3, must be subject to the criteria set forth in paragraph II.C.4, and must be disclosed to the Fee Panel.

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

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

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for attorneys’ fees under this Fee Agreement shall include an affirmation by the Attorney of such waiver and notice to the client(s) of such waiver. Such waiver shall not preclude the Attorney from submitting such Fee Entitlements to the Fee Panel as a factor for consideration in allocating payments from the Attorney Fee Fund or in connection with a State Back- Stop Agreement. For the avoidance of doubt, no Attorney may recover fees under this Fee Agreement unless the Attorney expressly agrees not to enforce Fee Entitlements as to each and every Participating Litigating Subdivision represented by that Attorney, but such Attorneys may participate in and receive funds from a State Back-Stop Agreement. b.The Attorney must represent that s/he has no present intent to represent or participate in the representation of any Later Litigating Subdivision or Later Litigating State with respect to Released Claims against Released Entities. c.The Attorney must represent that s/he has not and will not engage in any advertising or solicitation related to Released Claims against Released Entities where such advertising or solicitation relates to a representation of a Subdivision eligible to be a Participating Subdivision after the Reference Date except that the Attorney may recommend participation in the Agreement.
d.The Attorney must represent s/he will not charge or accept any referral fees for any Released Claims brought against Released Entities by Later Litigating Subdivisions or Later Litigating States. This representation shall not prohibit Attorneys from receiving allocated shares of any future common benefit assessments arising out of settlements or judgments with Later Litigating Subdivisions or Later Litigating States that are the result of the MDL Court’s Common Benefit Order.
e.The Attorney may not have and must represent that s/he does not have a Fee Entitlement related to a Later Litigating Subdivision or Later Litigating State, other than a potential Common Benefit Fee.
f.The Attorney must fully disclose the participation, or the anticipation of participation, in any agreement with a Settling State or Participating Subdivision concerning fees arising out of or related to the CVS Agreement, including any fees paid or anticipated to be paid or any State Back-Stop Agreement.
g.The Attorney must identify for the Fee Panel whether s/he utilized state litigation work product or MDL work product, including but not limited to ARCOS data, document repositories, experts developed in the MDL, trial transcripts, or deposition transcripts. The Attorney must identify whether s/he signed the MDL Participation Agreement.

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h.Any Attorney who applies for fees from one or both Funds must represent that, having exercised his/her independent judgment, s/he believes the CVS Agreement to be fair and will make or has made best efforts to recommend the Agreement to his or her Subdivision clients in Settling States. For avoidance of doubt, each Attorney is expected to exercise his or her independent judgment in the best interest of each client individually before determining whether to recommend joining the settlement. All applications for attorneys’ fees or costs under this Section shall include an affirmation by the Attorney in compliance with this Subsection.

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

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

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

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

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8.To the extent an Attorney who has received compensation from the Attorney Fee Fund based on Qualifying Representations of Participating Litigating Subdivisions under the CVS Agreement represents a Later Litigating Subdivision or Later Litigating State, such Attorney shall be obligated to refund such amounts received as compensation from the Attorney Fee Fund to CVS.

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

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

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

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

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

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H.Calculation of Amounts Due

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

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

3.In making determinations under this Fee Agreement, the Fee Panel must apply the eligibility criteria set forth in Section II.G of this Fee Agreement and the criteria set forth in Section II. The Fee Panel shall ensure that payments are only made for Qualifying Representations of Participating Litigating Subdivisions. In addition, the Fee Panel will give consideration in regard to Common Benefit Fund awards to the Johnson factors, as well as the following factors (which factors may be applied and given relative weight in the Fee Panel’s discretion):
a.The Applicant’s contemporaneously recorded time and labor dedicated to Qualifying Representations along with the Applicant’s financial commitment to such Qualifying Representations. Claimed “time” will not be automatically accepted by the Fee Panel but will be critically reviewed and given substantially more weight and consideration if such time was subject to the audit process described in any Pretrial Order(s) governing the collection of common benefit time;
b.The novelty, time, and complexity of the Qualifying Representations; c.The skill requisite to perform legal services properly and undesirability of the case;
d.The preclusion of other employment by the Applicant due to time dedicated to Qualifying Representations;
e.The Common Benefit, if any, alleged to have been conferred by the Applicant and whether such Common Benefit work product by that Applicant was used by others in parallel litigations against Released Entities

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whether within or outside the MDL, provided that any Applicant claiming that s/he substantially benefited cases other than those in which s/he entered an appearance as counsel must substantiate such claims by proffering factual support, such as proper supporting affidavits or other documents as determined by the Fee Panel with input from Attorneys for Participating Litigating Subdivisions;
f.Any “common detriment,” as set forth in paragraph II.C.4; g.Any contingent fee agreement or other Fee Entitlement with Participating Subdivisions, enforcement of which, except for State Back-Stop Agreements, are waived in conjunction with the application, the nature and extent of any work for those Participating Subdivisions, whether such Participating Subdivisions actively litigated and, if so, the nature and procedural history of such case(s);
h.The experience, reputation, and ability of the Applicant; i.Whether the Applicant’s clients brought Released Claims against Released Entities;
j.The status of discovery in cases primarily handled by the Applicant; k.The nature of any work by the Applicant on “bellwether” cases or cases that were similarly active in litigation;
l.Any pressure points successfully asserted by the Applicant in cases against CVS or any risk for CVS created by the Applicant in cases against CVS; m.Any risk for defendants created by Applicants in cases against CVS; n.Successful and unsuccessful motion practice in cases worked on by the Applicant;
o.The date of filing of any cases filed by the Applicant; p.Obtaining consolidation of the litigation in the Applicant’s jurisdiction; q.The number and population of entities represented by the Applicant and the fees that would have been awarded under extinguished contingent fee arrangements;
r.Whether the Applicant’s clients brought claims against CVS prior to the announcement of this settlement on December 9, 2022;

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s.Whether the Applicant has had a leadership role in the litigation, whether in state or federal court;
t.Whether the Applicant has had a leadership role in any negotiations aimed at resolving the litigation;
u.Whether the Applicant’s cases have survived motions to dismiss; v.The extent to which the Applicant contributed to the work product used for the common benefit of opioids litigants, including, without limitation, work on ARCOS data, Prescription Data Monitoring Programs, IQVIA data, depositions, document production and analysis experts, motions, briefs and pleadings, trial preparations, and trials;
w.The extent to which litigation occurred prior to and contributed to completion of settlement negotiations, as distinct from litigation that occurred after the announcement of the CVS Agreement on December 9, 2022, such latter litigation both being of less value and, the case of litigation filed after the announcement of the CVS Agreement on December 9, 2022, resulting in a common detriment to the settlement process, which in both cases should be viewed less favorably; and
x.Any other factors that the Fee Panel finds to be appropriate to consider after input from Applicants to the Attorney Fee Fund.

4.It is possible that the States and Subdivisions that are litigating Opioid cases will enter additional settlements in close proximity of the time for processing the CVS Agreement. If there are additional settlements and these settlements create a Common Benefit Attorney Fee Fund to be administered by the Fee Panel, the Fee Panel may:
a.Consolidate the Common Benefit approval process to include evaluation of all Common Benefit Applications for all settlements entered after November 1, 2022;
b.Determine the fair and equitable allocation of the Aggregate Common Benefit Fees that come after December 9, 2022, including consideration of beneficial or detrimental actions taken with respect to any Settling Defendant contributing to the Common Benefit Attorney Fee Fund; c.Give consideration to the amount and timing of each settlement, including the amount and timing of Common Benefit Fees;
d.The Fee Panel shall abide by the applicable Attorney Fee Agreement in each of the Settlements in Allocating the Common Benefit Fees provided for in the Settlement; and

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e.Be guided in their work by the Orders of the Court related to Fees and Costs.

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

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

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

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

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

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

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

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I.Miscellaneous

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

2.The MDL PEC will seek, and the Attorneys General for Settling States and the CVS will not oppose, a Common Benefit Fee Order requiring an assessment of

7.5% on the gross recovery (by judgment or settlement) of any Non- Participating Subdivision in a non-Settling State that is subject to the federal court jurisdiction, represented by a MDL PEC firm, represented by any Attorney receiving fees from the Common Benefit Fund, represented by any Attorney that signed a Participation Agreement or had been paid in a case otherwise under the jurisdiction of the MDL Court.

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

4.The MDL PEC and CVS agree that it is a conflict of interest for an Attorney that had represented a Participating Subdivision to represent a Later Litigating Subdivision or Later Litigating State. This Subsection shall be enforceable to the extent permitted by the equivalent to Rules 1.16 and 5.6 of the ABA Model Rules of Professional Conduct in the relevant jurisdictions. The MDL PEC represents that it will comply with this provision in the case of the CVS Agreement until the Effective Date of the CVS Agreement, as well as thereafter, if the CVS Agreement proceeds.

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

III.Miscellaneous

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A.Termination. If the CVS Agreement does not proceed past the Reference Date, whether because CVS does not determine to proceed or for any other reason, this Fee Agreement shall be null and void, CVS shall have no obligation to make any payments under this Fee Agreement, and CVS and the MDL PEC shall take such steps as are necessary to restore the status quo ante.

1.MDL Court Consideration. This Fee Agreement shall be attached as an exhibit to the CVS Agreement. This Fee Agreement shall also be submitted by CVS and the MDL PEC to the MDL Court for approval pursuant to the motion and order that shall be attached. The MDL Court shall have no authority to increase the payments made by CVS under this Fee Agreement beyond the amounts described in this Fee Agreement.

2.In the event that the MDL Court, through an order, makes any change to the Fee Panel’s consideration of the factors set forth in paragraph II.C.4, or any other material change to the draft Order attached as part of Exhibit B or the terms of this Fee Agreement, CVS and the MDL PEC shall meet and confer concerning such changes.

3.If CVS and the MDL PEC are unable to reach agreement and revisions to this Fee Agreement, this Fee Agreement shall be null and void, CVS shall have no obligation to make any payments under this Fee Agreement, and CVS and the MDL PEC shall take such further steps as are necessary to restore the status quo ante.

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

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

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Description of Mathematical Model for the Allocation of the Contingency Fee Funds CVS Settlement Agreement
This document describes the Mathematical Model for allocation of the Contingency Fee Fund described in Exhibit R (Agreement of Attorneys’ Fees, Costs, and Expenses) to the CVS Settlement Agreement.4 Awards of fees from the Contingency Fee Funds shall be available to Attorneys with Qualifying Representations of Participating Litigating Subdivisions eligible to receive an allocation under the CVS Settlement Agreement.5 A Fee Panel shall oversee the application of the Model and resolve any questions or disputes concerning the eligibility of a counsel to participate. The Panel is empowered to hear disputes concerning and ensure the accuracy of the mathematical calculations.

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

To collect a fee award from the Contingency Fee Fund, a Participating Litigating Subdivision must have named CVS (or any Released Entity) in its lawsuit. The total maximum amount of the Contingency Fee Fund in the CVS Settlement Agreement is $200,246,377.60.6 Allocation of the Contingency Fee Fund shall be made according to the following steps. These calculations are made only for purpose of determining the percentage share of the Contingency Fee Fund that Attorneys for each Participating Litigating Subdivision should receive, not for determining the dollar amount each Subdivision will receive. (1)For each Settling State, attribute 50% of the settlement funds for that State to its Subdivisions according to the Subdivision Allocation Percentage in Exhibit G to the CVS Settlement Agreement.

Illustrative example:
Assume that State A is allocated 1.00000% of the $4,279,160,837 Remediation amount [see Exhibit M of the CVS Settlement Agreement]. 50% of the 1% share allocated to State A is $21,395,804.19. Assume that, per Exhibit G of the Agreement, the Subdivision Allocation 4 See CVS Settlement Agreement, Exhibit R § II.D.2.
5 CVS Settlement Agreement, Exhibit R § II.D.2.
6 CVS Settlement Agreement, Exhibit R § II.A.1 & II.D.1.

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Percentage for City B in State A is 1.00000000%.
For purposes of determining its counsel’s share of the Contingency Fee Fund, City B is attributed 1.00000000% of $21,395,804.19, or
$213,958.04.
(2)Adjust the amounts in paragraph 1 as follows:
a.Upward Adjustment for Early Filers. Increase the amount calculated in paragraph 1 above by 10% for any Litigating Subdivision that named CVS in a suit before December 5, 2017, the date the National Prescription Opiate Litigation MDL was formed. If the Litigating Subdivision did not name CVS in a suit before December 2, 2022, then fees from the Contingency Fee Fund will not be awarded to Attorneys with otherwise Qualifying Representations of that Participating Litigating Subdivision.

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

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

In the next step, the Contingency Fee Assumption is used to determine the percentage share of the Contingency Fee Fund due to Attorneys for each Participating Litigating Subdivision.
(3)Divide the Contingency Fee Fund proportionately among Attorneys for each Participating Litigating Subdivision in two ways:
a.National Fee Pool Calculation. Determine each Litigating Subdivision’s

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percentage share of all amounts due under contingency fee contracts nationwide by dividing the Contingency Fee Assumption calculated for each Subdivision in paragraph 2.b by the sum of all Contingency Fee Assumptions. Then multiply that percentage by the Contingency Fee Fund to figure each Subdivision’s dollar share of the Contingency Fee Fund (but only if the Subdivision timely named CVS in a lawsuit).

Illustrative example:
$220,000 [from para. 2.b] ÷ $220,000,000 [total amount owed under contingency fee contracts nationwide] = 0.1%7
0.1%* $200,246,377.60 [Contingency Fee Fund] = $200,246.38 b.Separate State Fee Pools Calculation. Determine each Litigating Subdivision’s percentage share of all amounts due under contingency fee contracts statewide by dividing the Contingency Fee Assumption calculated for each Subdivision in paragraph 2.b by the sum of all Contingency Fee Assumptions in the same State.

Then multiply that percentage by the portion of the Contingency Fee Fund that corresponds to that State’s Overall Allocation Percentage, shown in Exhibit F of the CVS Settlement Agreement, to figure each Subdivision’s dollar share of the Contingency Fee Fund (but only if the Subdivision timely named CVS in a lawsuit).

Illustrative example:
1%*$200,246,377.60 =$2,002,463.78 [amount of the
Contingency Fee Fund corresponding to State A]
Assume a total of $2,500,000 is owed under contingency fee contracts for State A.
$220,000 [from para. 2.b] ÷ $2,500,000 = 8.8%
8.8% * $2,002,463.78 = $176,216.81
The award of fees to Attorneys with Qualifying Representations of Participating Litigating Subdivisions will be the average of the final amounts calculated in paragraphs

3.a and 3.b above, less any amounts the Fee Panel is authorized to, and does, withhold.8 Paragraph 3.a represents allocation based on a proportional share of a National Fee Pool, 7 In this example, $220 million is the amount theoretically owed under all contingency fee contracts for litigation against CVS as calculated in paragraph 2.b. This amount is illustrative only; the actual amount will not be known until all litigating subdivisions are identified and the terms of their contingency fee contracts are collected. 8 The model also enforces a maximum fee award of 20% of the amount calculated in paragraph 2.b. The description in this document of the Mathematical Model is by necessity an abstraction; the precise contours of the calculations are defined in the model itself.

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while paragraph 3.b represents allocation based on a proportional share of the Separate State Fee Pools. In other words, for the National Fee Pool described above in paragraph

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

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

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By:

Name:

Date:

On behalf of CVS

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By:

Name: Paul T. Farrell, Jr.

Date:

By:

Name: Jayne Conroy
Date:

By:

Name: Joseph F. Rice
Date:

On behalf of Plaintiffs’ Executive Committee

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1 EXHIBIT S

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

1. Definitions.

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

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

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

4. State Outside Counsel Chain Pharmacies Fee Eligibility.

a. To receive any amount from the State Outside Counsel Chain Pharmacies Fee Fund, an outside counsel to a Settling State must have filed and maintained an WITH TECHNICAL CORRECTIONS 02.23.2023

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

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

6. State Outside Counsel Chain Pharmacies Fee Fund Availability and Calculation of Amount.

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

6.c, below (the “Fee Calculation”). Subject to adjustments required by Paragraph 8, below, in the event of any discrepancy between the Fee Schedule and the Fee Calculation, the Fee Schedule shall control. Each Settling State, by becoming a Participating State in This Settlement Agreement, agrees that the Fee Schedule reflects the Fee Calculation and waives any right to contest the accuracy of the Fee Schedule, absent manifest error, the exclusion of a Settling State, or the inclusion of a Non-Settling State. The version of the Fee Schedule reflecting any necessary adjustments shall be the “Final Fee Schedule.”
c. Fees shall be aggregated across the Multistate Chain Pharmacy Settlement Agreements and be calculated by adding two components: (a) a fixed amount consisting of fifty percent (50%) of the amount of remediation funds allocated to a Settling State and its Subdivisions pursuant to the Multistate Chain Pharmacy Settlement Agreements multiplied by 4.5% (or, if lower, the applicable contingency fee percentage in the Settling State’s outside counsel contract); and (b) a proportional percentage of the remaining fee due under that Settling State’s contract with its outside counsel assuming that fifty percent (50%) of the Settling State’s recovery is allocable to a Settling State (rather than allocable to the Settling State’s Participating Subdivisions) so that the fees of all eligible Settling States (minus the fixed amount that would have been allocated to any Non-Settling States had they become Settling States) WITH TECHNICAL CORRECTIONS 02.23.2023

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3 exhausts the State Outside Counsel Chain Pharmacies Fee Fund. The proportional share percentage will be the same for each Settling State included in the State Outside Counsel Chain Pharmacies Fee Fund. Fees shall be split proportionally among each Multistate Chain Pharmacy Settlement Agreement, as set forth on the Fee Schedule.
d. All amounts paid will be less any costs or fees of the Fee Fund Administrator.

The Fee Schedule reflects a holdback amount of $50,000 for such administrative expenses of the Fee Fund Administrator. The remainder of any unused administrative expenses shall be disbursed pro rata to States receiving monies from the State Outside Counsel Chain Pharmacies Fee Fund at the conclusion of such administration.

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

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

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

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

If no Payment Scenario is applicable with respect to a Settling State, then the Settling State’s share shall be placed in an interest-bearing escrow account (less reasonable expenses of the Fee Fund Administrator) and held unless and until a Payment Scenario is applicable.
c. Upon the applicability of a Payment Scenario 1 with respect to a Settling State, the Fee Fund Administrator shall pay that Settling State’s outside counsel the amount identified on the Final Fee Schedule for such state or WITH TECHNICAL CORRECTIONS 02.23.2023

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

8. Reduction of Amounts owed
a. Non-Settling States; Reversion and Redistribution. Amounts owed by the Settling Chain Pharmacy to the State Outside Counsel Chain Pharmacies Fee Fund shall be reduced by amounts allocated to the fixed amount for such State under This Settlement Agreement in the event that a listed State becomes a Non-Settling State. Specifically, the reduction in the amount owed by the Settling Chain Pharmacy shall be calculated as 2.25% times the total Remediation Payments that would have been allocated to the Non-Settling State had it been a Settling State. The payments for the other Settling States reflected in the Fee Schedule shall be adjusted by the Fee Fund Administrator to reflect a recalculated proportional percentage under the Fee Calculation. b. Settling States; Redistribution. If a Settling State under This Settlement Agreement (i) would otherwise be entitled to a payment from the State Outside Counsel Chain Pharmacies Fee Fund and (ii) is eligible to be a “Settling State” under either of the two other Multistate Chain Pharmacy WITH TECHNICAL CORRECTIONS 02.23.2023

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5 Settlement Agreements but does not become such a “Settling State”, then that Settling State’s payment from the State Outside Counsel Chain Pharmacies Fee Fund shall be reduced to an amount equal to the Contribution times the Settling State’s allocation percentage on Exhibit F, which shall be treated as an additional remediation payment in lieu of a fee payment. The payments for the other Settling States reflected in the Fee Schedule shall be adjusted by the Fee Fund Administrator to reflect a recalculated proportional percentage under the Fee Calculation.
c. If either or both of the other Chain Pharmacies fail to enter into a Multistate Chain Pharmacy Settlement Agreement, or if such Multistate Chain Pharmacy Settlement Agreements fail to take effect by December 15, 2023, then the Settling Chain Pharmacy and the Enforcement Committee shall renegotiate the terms of Paragraph 8.b in order to permit prompt payment to Settling States that terminated contested litigation with the Settling Chain Pharmacy, and permitting additional time if necessary to finalize payments to the other Settling States. In no event will such renegotiation result in additional reversion of monies in the State Outside Counsel Chain Pharmacies Fee Fund to the Settling Chain Pharmacy.

9. Interpretation.

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

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6 Schedule I to Exhibit S

Fee Schedule

[This Fee Schedule is subject to adjustment pursuant to Paragraph 6.b of Exhibit S)]

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

Excluded States:
• Florida (Walgreens; Walmart; CVS)
• New Mexico (Walmart; CVS)
• West Virginia (Walmart; CVS)

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EXHIBIT T
Agreement on the Joint State Cost Fund

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

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

3.State Cost Fund Amount. The Settling Opioids Defendant shall pay into the State Cost Fund in the amount listed on, and on the schedule set forth in, Exhibit M (the “Settling Opioids Defendant’s Contribution”) for the purpose paying States’ costs and expenses associated with to the opioid litigation.

4.Joint State Cost Fund Committee. A committee of Attorneys General or their designated

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

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

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

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

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

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before any costs incurred after that date are paid.

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

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

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

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

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

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

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

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

11.After all costs identified in the foregoing have been reimbursed, the remaining funds in the Joint State Cost Fund shall be distributed to states in proportion to their allocation of remediation payments in the Mallinckrodt bankruptcy plan. Such distribution shall be treated as a reimbursement for States’ unenumerated costs of administering the Multistate Settlements and no subdivision shares shall be carved out of such disbursement, nor shall any attorney’s fees be assessed against such distribution (unless individually agreed to by a State).
c.In applying the foregoing principles, the Joint State Cost Fund Committee shall have the discretion to vary their application in order to ensure equity among similarly situated states and to facilitate the ease and speed of administering the Joint State Cost Fund. The Joint State Cost Fund Committee may also apply percentages to approximate costs attributable to a particular Opioids Defendant (or categories of Opioids Defendants) in a manner that seeks to treat similarly situated states equitably. d.The Joint State Cost Fund Committee shall establish guidelines for the submission and approval of expenses eligible for reimbursement from the Joint State Cost Fund, which guidelines may be coordinated and consolidated with any similar cost funds in other state opioid settlements for purposes of joint administration and efficiency.
e.Unless waived by the Joint State Cost Fund Committee, the Joint State Cost Fund Administrator shall, in accordance with such guidelines, receive from Settling States records sufficient to demonstrate the incurrence and payment of each expense.
f.Where the Joint State Cost Fund Committee determines by a supermajority vote (75%+) that outside counsel for a Settling State has failed to exercise reasonable diligence in reviewing submitted costs for allowability, and such failure has resulted in the reimbursement of unallowed costs to such outside counsel, the Committee shall have the discretion to reduce or recover payments made to such outside counsel in an amount calculated to

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T-5
incentivize the exercise of reasonable diligence.

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

Page 1688 of 2516 ends

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"M ,MR !SR MP 1CN?P?RC $MPKQ ML 2FGQ .?EC ¯ "M ,MR !SR MP 1CN?P?RC $MPKQ ML 2FGQ .?EC CVS Health Corporation
One CVS Drive
Woonsocket, RI, USA, 02895
[Appropriate Official]
[Designated State]
[Address]

XX-XXXXXXX
*

0.00 *

0.00 * Amounts to be completed following confirmation of settlement participation.

U.S. District Court for the Northern District of Ohio and jurisdictions of other cases settled under the Settlement Agreement entered into by CVS and the Settling States (as defined in such agreement), dated as of [___].
05-0494040
A,B
No. 1:17-md-2804 and other cases settled under the
Settlement Agreement entered into by CVS and the
Settling States (as defined in such agreement), dated as of [___].

National Prescription Opiate Litigation
XX/XX/2023
23 U-1

EXHIBIT U
IRS Form 1098-F
WITH TECHNICAL CORRECTIONS 02.03.2023

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V-1

EXHIBIT V
CVS Settlement Agreement Sign-On Form
This form indicates whether an Eligible State has determined to become a Settling State under the CVS Settlement Agreement. Each Settling State’s Attorney General represents that he or she has obtained (or will obtain no later than the Initial Subdivision Participation Date) the authority set forth in Section XI.G of the CVS Settlement Agreement. Attorneys General of Eligible States that determine to become Settling States are committing to obtaining any necessary additional State releases prior to the Effective Date.

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

Title:

Email:

Direct Phone Number:
(2)Secondary Contact for Your Office
Name:

Title:

Email:

Direct Phone Number:

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V-2
(3)DEADLINE: SATURDAY, DECEMBER 31, 2022 AT 5:00 PM ET
Please email your completed form to the following:

For CVS:

Alexandra W. Miller
Paul B. Hynes, Jr.

Zuckerman Spaeder LLP
1800 M Street, N.W., Suite 1000
Washington, D.C. 20003
[email protected]
[email protected]
For the Attorneys General:

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

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EXHIBIT W
Non-Litigating Threshold Subdivisions1

1.Alexander City city, Alabama

2.Anniston city, Alabama

3.Autauga County, Alabama*

4.Barbour County, Alabama

5.Blount County, Alabama*

6.Butler County, Alabama

7.Center Point city, Alabama

8.Chambers County, Alabama*

9.Choctaw County, Alabama

10.Clarke County, Alabama

11.Clay County, Alabama

12.Cleburne County, Alabama

13.Coosa County, Alabama

14.Covington County, Alabama*

15.Crenshaw County, Alabama

16.Dale County, Alabama*

17.DeKalb County, Alabama*

18.Dothan city, Alabama*

19.Escambia County, Alabama*

20.Etowah County, Alabama*

21.Eufaula city, Alabama

22.Fairfield city, Alabama

23.Fort Payne city, Alabama

24.Geneva County, Alabama

25.Hale County, Alabama

26.Henry County, Alabama

27.Houston County, Alabama*

28.Lee County, Alabama*

29.Leeds city, Alabama

30.Limestone County, Alabama*

31.Macon County, Alabama

32.Madison city, Alabama*

33.Monroe County, Alabama

34.Montgomery city, Alabama*

35.Montgomery County, Alabama*

36.Muscle Shoals city, Alabama

37.Oxford city, Alabama
1 Entities denoted with an asterisk (*) indicate a population of greater than 30,000.

38.Pell City city, Alabama

39.Russell County, Alabama*

40.Scottsboro city, Alabama

41.Shelby County, Alabama*

42.St. Clair County, Alabama*

43.Sumter County, Alabama

44.Tallapoosa County, Alabama*

45.Washington County, Alabama

46.Anchorage municipality, Alaska*

47.Fairbanks city, Alaska*

48.Fairbanks North Star Borough,
Alaska*

49.Juneau city and borough, Alaska*

50.Kenai Peninsula Borough, Alaska*

51.Matanuska-Susitna Borough,
Alaska*

52.Apache County, Arizona*

53.Apache Junction city, Arizona*

54.Avondale city, Arizona*

55.Buckeye city, Arizona*

56.Bullhead City city, Arizona*

57.Casa Grande city, Arizona*

58.Chandler city, Arizona*

59.Coconino County, Arizona*

60.El Mirage city, Arizona*

61.Flagstaff city, Arizona*

62.Fountain Hills town, Arizona

63.Gila County, Arizona*

64.Gilbert town, Arizona*

65.Glendale city, Arizona*

66.Goodyear city, Arizona*

67.Graham County, Arizona*

68.La Paz County, Arizona

69.Lake Havasu City city, Arizona*

70.Marana town, Arizona*

71.Maricopa city, Arizona*

72.Mesa city, Arizona*

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73.Oro Valley town, Arizona*

74.Peoria city, Arizona*

75.Pima County, Arizona*

76.Pinal County, Arizona*

77.Prescott city, Arizona*

78.Prescott Valley town, Arizona*

79.Queen Creek town, Arizona*

80.Sahuarita town, Arizona*

81.San Luis city, Arizona*

82.Santa Cruz County, Arizona*

83.Scottsdale city, Arizona*

84.Sierra Vista city, Arizona*

85.Surprise city, Arizona*

86.Tempe city, Arizona*

87.Tucson city, Arizona*

88.Yavapai County, Arizona*

89.Yuma city, Arizona*

90.Arkadelphia city, Arkansas

91.Arkansas County, Arkansas

92.Ashley County, Arkansas

93.Batesville city, Arkansas

94.Baxter County, Arkansas*

95.Bella Vista city, Arkansas

96.Benton city, Arkansas*

97.Benton County, Arkansas*

98.Bentonville city, Arkansas*

99.Blytheville city, Arkansas
100.Boone County, Arkansas*
101.Bradley County, Arkansas
102.Bryant city, Arkansas
103.Cabot city, Arkansas
104.Camden city, Arkansas
105.Carroll County, Arkansas
106.Centerton city, Arkansas
107.Chicot County, Arkansas
108.Clark County, Arkansas
109.Clay County, Arkansas
110.Cleburne County, Arkansas
111.Columbia County, Arkansas
112.Conway city, Arkansas*
113.Conway County, Arkansas
114.Craighead County, Arkansas*
115.Crawford County, Arkansas*
116.Crittenden County, Arkansas*
117.Cross County, Arkansas
118.Desha County, Arkansas
119.Drew County, Arkansas
120.El Dorado city, Arkansas
121.Faulkner County, Arkansas*
122.Fayetteville city, Arkansas*
123.Forrest City city, Arkansas
124.Fort Smith city, Arkansas*
125.Franklin County, Arkansas
126.Fulton County, Arkansas
127.Garland County, Arkansas*
128.Grant County, Arkansas
129.Greene County, Arkansas*
130.Harrison city, Arkansas
131.Helena-West Helena city, Arkansas
132.Hempstead County, Arkansas
133.Hot Spring County, Arkansas*
134.Hot Springs city, Arkansas*
135.Howard County, Arkansas
136.Independence County, Arkansas*
137.Izard County, Arkansas
138.Jackson County, Arkansas
139.Jacksonville city, Arkansas
140.Jefferson County, Arkansas*
141.Johnson County, Arkansas
142.Jonesboro city, Arkansas*
143.Lawrence County, Arkansas
144.Lincoln County, Arkansas
145.Little River County, Arkansas
146.Little Rock city, Arkansas*
147.Logan County, Arkansas
148.Lonoke County, Arkansas*
149.Madison County, Arkansas
150.Magnolia city, Arkansas
151.Malvern city, Arkansas
152.Marion city, Arkansas
153.Marion County, Arkansas
154.Maumelle city, Arkansas
155.Miller County, Arkansas*
156.Mississippi County, Arkansas*
157.Mountain Home city, Arkansas
158.North Little Rock city, Arkansas*

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159.Ouachita County, Arkansas
160.Paragould city, Arkansas
161.Perry County, Arkansas
162.Phillips County, Arkansas
163.Pike County, Arkansas
164.Pine Bluff city, Arkansas*
165.Poinsett County, Arkansas
166.Polk County, Arkansas
167.Pope County, Arkansas*
168.Pulaski County, Arkansas*
169.Randolph County, Arkansas
170.Rogers city, Arkansas*
171.Russellville city, Arkansas
172.Saline County, Arkansas*
173.Scott County, Arkansas
174.Searcy city, Arkansas
175.Sebastian County, Arkansas*
176.Sevier County, Arkansas
177.Sharp County, Arkansas
178.Sherwood city, Arkansas*
179.Siloam Springs city, Arkansas
180.Springdale city, Arkansas*
181.St. Francis County, Arkansas
182.Stone County, Arkansas
183.Texarkana city, Arkansas
184.Union County, Arkansas*
185.Van Buren city, Arkansas
186.Van Buren County, Arkansas
187.Washington County, Arkansas*
188.West Memphis city, Arkansas
189.White County, Arkansas*
190.Yell County, Arkansas
191.Adelanto city, California*
192.Alameda city, California*
193.Alhambra city, California*
194.Aliso Viejo city, California*
195.Antioch city, California*
196.Apple Valley town, California*
197.Arcadia city, California*
198.Atascadero city, California*
199.Azusa city, California*
200.Bakersfield city, California*
201.Baldwin Park city, California*
202.Banning city, California*
203.Beaumont city, California*
204.Bell city, California*
205.Bell Gardens city, California*
206.Bellflower city, California*
207.Berkeley city, California*
208.Beverly Hills city, California*
209.Brea city, California*
210.Brentwood city, California*
211.Buena Park city, California*
212.Burbank city, California*
213.Burlingame city, California*
214.Calexico city, California*
215.Camarillo city, California*
216.Campbell city, California*
217.Carlsbad city, California*
218.Carson city, California*
219.Cathedral City city, California*
220.Ceres city, California*
221.Cerritos city, California*
222.Chino city, California*
223.Chino Hills city, California*
224.Citrus Heights city, California*
225.Claremont city, California*
226.Clovis city, California*
227.Coachella city, California*
228.Colton city, California*
229.Compton city, California*
230.Concord city, California*
231.Contra Costa County, California*
232.Corona city, California*
233.Covina city, California*
234.Culver City city, California*
235.Cupertino city, California*
236.Cypress city, California*
237.Daly City city, California*
238.Dana Point city, California*
239.Danville town, California*
240.Davis city, California*
241.Delano city, California*
242.Diamond Bar city, California*
243.Downey city, California*
244.Eastvale city, California*

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245.El Cajon city, California*
246.El Centro city, California*
247.El Monte city, California*
248.El Paso de Robles (Paso Robles)
city, California*
249.Elk Grove city, California*
250.Escondido city, California*
251.Fairfield city, California*
252.Folsom city, California*
253.Fontana city, California*
254.Foster City city, California*
255.Fountain Valley city, California*
256.Fremont city, California*
257.Fresno city, California*
258.Garden Grove city, California*
259.Gardena city, California*
260.Gilroy city, California*
261.Glendale city, California*
262.Glendora city, California*
263.Glenn County, California
264.Goleta city, California*
265.Hanford city, California*
266.Hawthorne city, California*
267.Hayward city, California*
268.Hemet city, California*
269.Hesperia city, California*
270.Highland city, California*
271.Hollister city, California*
272.Huntington Park city, California*
273.Indio city, California*
274.Inglewood city, California*
275.Irvine city, California*
276.Jurupa Valley city, California*
277.Kern County, California*
278.Kings County, California*
279.La Mirada city, California*
280.La Puente city, California*
281.La Quinta city, California*
282.La Verne city, California*
283.Laguna Hills city, California*
284.Laguna Niguel city, California*
285.Lake County, California*
286.Lake Elsinore city, California*
287.Lake Forest city, California*
288.Lakewood city, California*
289.Lancaster city, California*
290.Lawndale city, California*
291.Lincoln city, California*
292.Livermore city, California*
293.Lodi city, California*
294.Lompoc city, California*
295.Long Beach city, California*
296.Los Altos city, California*
297.Los Banos city, California*
298.Los Gatos town, California*
299.Lynwood city, California*
300.Madera city, California*
301.Manhattan Beach city, California*
302.Manteca city, California*
303.Martinez city, California*
304.Menifee city, California*
305.Menlo Park city, California*
306.Merced city, California*
307.Milpitas city, California*
308.Mission Viejo city, California*
309.Modesto city, California*
310.Monrovia city, California*
311.Montclair city, California*
312.Montebello city, California*
313.Monterey Park city, California*
314.Moorpark city, California*
315.Moreno Valley city, California*
316.Morgan Hill city, California*
317.Mountain View city, California*
318.Napa city, California*
319.National City city, California*
320.Newark city, California*
321.Newport Beach city, California*
322.Norwalk city, California*
323.Novato city, California*
324.Oakland city, California*
325.Oakley city, California*
326.Oceanside city, California*
327.Ontario city, California*
328.Orange city, California*
329.Orange County, California*

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330.Pacifica city, California*
331.Palm Desert city, California*
332.Palm Springs city, California*
333.Palmdale city, California*
334.Palo Alto city, California*
335.Paramount city, California*
336.Pasadena city, California*
337.Perris city, California*
338.Petaluma city, California*
339.Pico Rivera city, California*
340.Pittsburg city, California*
341.Pleasant Hill city, California*
342.Pleasanton city, California*
343.Pomona city, California*
344.Porterville city, California*
345.Poway city, California*
346.Rancho Cordova city, California*
347.Rancho Cucamonga city,
California*
348.Rancho Palos Verdes city,
California*
349.Rancho Santa Margarita city,
California*
350.Redding city, California*
351.Redlands city, California*
352.Redondo Beach city, California*
353.Redwood City city, California*
354.Rialto city, California*
355.Richmond city, California*
356.Riverside city, California*
357.Rocklin city, California*
358.Rohnert Park city, California*
359.Rosemead city, California*
360.Roseville city, California*
361.Salinas city, California*
362.San Benito County, California*
363.San Bernardino city, California*
364.San Bruno city, California*
365.San Buenaventura (Ventura) city,
California*
366.San Carlos city, California*
367.San Diego city, California*
368.San Dimas city, California*
369.San Francisco city / San Francisco
County, California*
370.San Gabriel city, California*
371.San Jacinto city, California*
372.San Joaquin County, California*
373.San Juan Capistrano city,
California*
374.San Luis Obispo city, California*
375.San Marcos city, California*
376.San Mateo city, California*
377.San Mateo County, California*
378.San Pablo city, California*
379.San Rafael city, California*
380.San Ramon city, California*
381.Santa Barbara city, California*
382.Santa Barbara County, California*
383.Santa Clara city, California*
384.Santa Clarita city, California*
385.Santa Cruz city, California*
386.Santa Maria city, California*
387.Santa Monica city, California*
388.Santa Rosa city, California*
389.Santee city, California*
390.Saratoga city, California*
391.Seaside city, California*
392.Simi Valley city, California*
393.Siskiyou County, California*
394.Solano County, California*
395.South Gate city, California*
396.South San Francisco city,
California*
397.Stanislaus County, California*
398.Stanton city, California*
399.Stockton city, California*
400.Sunnyvale city, California*
401.Temecula city, California*
402.Temple City city, California*
403.Thousand Oaks city, California*
404.Torrance city, California*
405.Tracy city, California*
406.Turlock city, California*
407.Tustin city, California*
408.Union City city, California*

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409.Upland city, California*
410.Vacaville city, California*
411.Vallejo city, California*
412.Victorville city, California*
413.Visalia city, California*
414.Vista city, California*
415.Walnut Creek city, California*
416.Watsonville city, California*
417.West Covina city, California*
418.West Hollywood city, California*
419.West Sacramento city, California*
420.Whittier city, California*
421.Wildomar city, California*
422.Woodland city, California*
423.Yorba Linda city, California*
424.Yuba City city, California*
425.Yucaipa city, California*
426.Alamosa County, Colorado
427.Arvada city, Colorado*
428.Boulder city, Colorado*
429.Castle Rock town, Colorado*
430.Centennial city, Colorado*
431.Chaffee County, Colorado
432.Colorado Springs city, Colorado*
433.Delta County, Colorado*
434.Douglas County, Colorado*
435.Eagle County, Colorado*
436.El Paso County, Colorado*
437.Englewood city, Colorado*
438.Fort Collins city, Colorado*
439.Fountain city, Colorado*
440.Garfield County, Colorado*
441.Grand Junction city, Colorado*
442.La Plata County, Colorado*
443.Lafayette city, Colorado*
444.Lakewood city, Colorado*
445.Las Animas County, Colorado
446.Littleton city, Colorado*
447.Longmont city, Colorado*
448.Loveland city, Colorado*
449.Montrose County, Colorado*
450.Otero County, Colorado
451.Parker town, Colorado*
452.Pueblo city, Colorado*
453.Summit County, Colorado*
454.Weld County, Colorado*
455.Wheat Ridge city, Colorado*
456.Windsor town, Colorado*
457.Ansonia town / Ansonia city,
Connecticut
458.Danbury city / Danbury town,
Connecticut*
459.Derby city / Derby town,
Connecticut
460.Glastonbury town, Connecticut*
461.Greenwich town, Connecticut*
462.Groton town, Connecticut*
463.Hamden town, Connecticut*
464.Hartford city / Hartford town,
Connecticut*
465.Manchester town, Connecticut*
466.Meriden city / Meriden town,
Connecticut*
467.New Britain town / New Britain
city, Connecticut*
468.New Haven town / New Haven city,
Connecticut*
469.New London city / New London
town, Connecticut
470.Newington town, Connecticut*
471.Norwalk city / Norwalk town,
Connecticut*
472.Stamford city / Stamford town,
Connecticut*
473.Trumbull town, Connecticut*
474.Wallingford town, Connecticut*
475.West Hartford town, Connecticut*
476.New Castle County, Delaware*
477.Newark city, Delaware*
478.Wilmington city, Delaware*
479.Alpharetta city, Georgia*
480.Bacon County, Georgia
481.Barrow County, Georgia*
482.Berrien County, Georgia
483.Brookhaven city, Georgia*
484.Brooks County, Georgia

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485.Brunswick city, Georgia
486.Bryan County, Georgia*
487.Calhoun city, Georgia
488.Canton city, Georgia*
489.Chamblee city, Georgia*
490.Chatham County, Georgia*
491.Colquitt County, Georgia*
492.Coweta County, Georgia*
493.Crawford County, Georgia
494.Dalton city, Georgia*
495.Doraville city, Georgia
496.Douglas County, Georgia*
497.Douglasville city, Georgia*
498.Dunwoody city, Georgia*
499.East Point city, Georgia*
500.Fannin County, Georgia
501.Floyd County, Georgia*
502.Gilmer County, Georgia*
503.Gordon County, Georgia*
504.Grady County, Georgia
505.Harris County, Georgia*
506.Heard County, Georgia
507.Hinesville city, Georgia*
508.Johns Creek city, Georgia*
509.Kennesaw city, Georgia*
510.LaGrange city, Georgia*
511.Lanier County, Georgia
512.Lawrenceville city, Georgia*
513.Marietta city, Georgia*
514.McDonough city, Georgia
515.Meriwether County, Georgia
516.Milton city, Georgia*
517.Moultrie city, Georgia
518.Newnan city, Georgia*
519.Paulding County, Georgia*
520.Peachtree City city, Georgia*
521.Peachtree Corners city, Georgia*
522.Pickens County, Georgia*
523.Pierce County, Georgia
524.Pooler city, Georgia
525.Richmond Hill city, Georgia
526.Roswell city, Georgia*
527.Smyrna city, Georgia*
528.Snellville city, Georgia
529.South Fulton city, Georgia*
530.Statesboro city, Georgia*
531.Stonecrest city, Georgia*
532.Telfair County, Georgia
533.Thomas County, Georgia*
534.Tucker city, Georgia*
535.Valdosta city, Georgia*
536.Villa Rica city, Georgia
537.Walker County, Georgia*
538.Ware County, Georgia*
539.Warner Robins city, Georgia*
540.White County, Georgia*
541.Winder city, Georgia
542.Woodstock city, Georgia*
543.Hawaii County, Hawaii*
544.Honolulu County, Hawaii*
545.Maui County, Hawaii*
546.Bonner County, Idaho*
547.Caldwell city, Idaho*
548.Coeur d'Alene city, Idaho*
549.Idaho Falls city, Idaho*
550.Kootenai County, Idaho*
551.Lewiston city, Idaho*
552.Madison County, Idaho*
553.Meridian city, Idaho*
554.Nampa city, Idaho*
555.Nez Perce County, Idaho*
556.Post Falls city, Idaho*
557.Adams County, Illinois*
558.Addison township, Illinois*
559.Addison village, Illinois*
560.Algonquin township, Illinois*
561.Algonquin village, Illinois*
562.Arlington Heights village, Illinois*
563.Aurora city, Illinois*
564.Aurora township, Illinois*
565.Avon township, Illinois*
566.Bartlett village, Illinois*
567.Batavia township, Illinois*
568.Belleville city, Illinois*
569.Bellwood village, Illinois
570.Bensenville village, Illinois

Page 1698 of 2516 ends

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W-8
571.Berwyn city, Illinois*
572.Berwyn township, Illinois*
573.Bloom township, Illinois*
574.Bloomingdale township, Illinois*
575.Bloomington City township,
Illinois*
576.Bloomington city, Illinois*
577.Bolingbrook village, Illinois*
578.Bourbonnais township, Illinois*
579.Bremen township, Illinois*
580.Bridgeview village, Illinois
581.Bristol township, Illinois*
582.Buffalo Grove village, Illinois*
583.Burbank city, Illinois
584.Calumet City city, Illinois*
585.Capital township, Illinois*
586.Carbondale city, Illinois
587.Carol Stream village, Illinois*
588.Carpentersville village, Illinois*
589.Caseyville township, Illinois*
590.Champaign City township, Illinois*
591.Champaign city, Illinois*
592.Chicago Heights city, Illinois
593.Chicago Ridge village, Illinois
594.Cicero town / Cicero township,
Illinois*
595.Clinton County, Illinois*
596.Collinsville township, Illinois*
597.Crystal Lake city, Illinois*
598.Cunningham township, Illinois*
599.Danville city, Illinois*
600.Decatur city, Illinois*
601.Decatur township, Illinois*
602.DeKalb city, Illinois*
603.DeKalb township, Illinois*
604.Des Plaines city, Illinois*
605.Dolton village, Illinois
606.Downers Grove township, Illinois*
607.Downers Grove village, Illinois*
608.Du Page township, Illinois*
609.Dundee township, Illinois*
610.Edwardsville township, Illinois*
611.Effingham County, Illinois*
612.Ela township, Illinois*
613.Elgin city, Illinois*
614.Elgin township, Illinois*
615.Elk Grove township, Illinois*
616.Elk Grove Village village, Illinois*
617.Elmhurst city, Illinois*
618.Evanston city, Illinois*
619.Evergreen Park village, Illinois
620.Forest Park village, Illinois
621.Frankfort township, Illinois*
622.Franklin Park village, Illinois
623.Fremont township, Illinois*
624.Fulton County, Illinois*
625.Galesburg City township, Illinois*
626.Galesburg city, Illinois*
627.Glendale Heights village, Illinois*
628.Glenview village, Illinois*
629.Grafton township, Illinois*
630.Granite City city, Illinois
631.Grundy County, Illinois*
632.Gurnee village, Illinois*
633.Hanover Park village, Illinois*
634.Hanover township, Illinois*
635.Harlem township, Illinois*
636.Harvey city, Illinois
637.Hoffman Estates village, Illinois*
638.Homer township, Illinois*
639.Jackson County, Illinois*
640.Jersey County, Illinois
641.Joliet city, Illinois*
642.Joliet township, Illinois*
643.Kankakee city, Illinois
644.Knox County, Illinois*
645.La Grange Park village, Illinois
646.Lake County, Illinois*
647.Lake Villa township, Illinois*
648.LaSalle County, Illinois*
649.Lee County, Illinois*
650.Leyden township, Illinois*
651.Libertyville township, Illinois*
652.Lisle township, Illinois*
653.Livingston County, Illinois*
654.Lockport township, Illinois*

Page 1699 of 2516 ends

WITH TECHNICAL CORRECTIONS 02.03.2023
W-9
655.Lombard village, Illinois*
656.Lyons township, Illinois*
657.Lyons village, Illinois
658.Madison County, Illinois*
659.Maine township, Illinois*
660.Massac County, Illinois
661.Maywood village, Illinois
662.McHenry township, Illinois*
663.McLean County, Illinois*
664.Melrose Park village, Illinois
665.Milton township, Illinois*
666.Moline city, Illinois*
667.Monroe County, Illinois*
668.Moraine township, Illinois*
669.Morgan County, Illinois*
670.Mount Prospect village, Illinois*
671.Mundelein village, Illinois*
672.Naperville city, Illinois*
673.Naperville township, Illinois*
674.New Lenox township, Illinois*
675.New Trier township, Illinois*
676.Niles township, Illinois*
677.Normal town, Illinois*
678.Normal township, Illinois*
679.Northbrook village, Illinois*
680.Northfield township, Illinois*
681.Northlake city, Illinois
682.Nunda township, Illinois*
683.Oak Lawn village, Illinois*
684.Oak Park township, Illinois*
685.Oak Park village, Illinois*
686.Ogle County, Illinois*
687.Orland Park village, Illinois*
688.Orland township, Illinois*
689.Oswego township, Illinois*
690.Oswego village, Illinois*
691.Palatine township, Illinois*
692.Palatine village, Illinois*
693.Palos Heights city, Illinois
694.Palos Hills city, Illinois
695.Palos township, Illinois*
696.Park Ridge city, Illinois*
697.Pekin city, Illinois*
698.Peoria City township, Illinois*
699.Peoria city, Illinois*
700.Peoria County, Illinois*
701.Plainfield township, Illinois*
702.Plainfield village, Illinois*
703.Proviso township, Illinois*
704.Quincy city, Illinois*
705.Quincy township, Illinois*
706.Randolph County, Illinois*
707.Rich township, Illinois*
708.River Forest village, Illinois
709.Rock Island city, Illinois*
710.Rockford township, Illinois*
711.Romeoville village, Illinois*
712.Schaumburg township, Illinois*
713.Schaumburg village, Illinois*
714.Schiller Park village, Illinois
715.Shields township, Illinois*
716.Skokie village, Illinois*
717.South Moline township, Illinois*
718.Springfield city, Illinois*
719.St. Charles city, Illinois*
720.St. Charles township, Illinois*
721.St. Clair County, Illinois*
722.St. Clair township, Illinois*
723.Stickney township, Illinois*
724.Streamwood village, Illinois*
725.Streator city, Illinois
726.Summit village, Illinois
727.Tazewell County, Illinois*
728.Thornton township, Illinois*
729.Tinley Park village, Illinois*
730.Troy township, Illinois*
731.Urbana city, Illinois*
732.Vermilion County, Illinois*
733.Vernon township, Illinois*
734.Warren township, Illinois*
735.Washington County, Illinois
736.Waukegan city, Illinois*
737.Waukegan township, Illinois*
738.Wayne township, Illinois*
739.West Deerfield township, Illinois*
740.Wheatland township, Illinois*

Page 1700 of 2516 ends

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W-10
741.Wheaton city, Illinois*
742.Wheeling township, Illinois*
743.Wheeling village, Illinois*
744.Whiteside County, Illinois*
745.Williamson County, Illinois*
746.Winfield township, Illinois*
747.Wood River township, Illinois*
748.Woodford County, Illinois*
749.Woodridge village, Illinois*
750.Worth township, Illinois*
751.York township, Illinois*
752.Aboite township, Indiana*
753.Adams County, Indiana*
754.Adams township, Indiana*
755.Anderson city, Indiana*
756.Anderson township, Indiana*
757.Bartholomew County, Indiana*
758.Boone County, Indiana*
759.Calumet township, Indiana*
760.Carmel city, Indiana*
761.Cass County, Indiana*
762.Center township, Delaware County,
Indiana*
763.Center township, Howard County,
Indiana*
764.Center township, Lake County,
Indiana*
765.Center township, Marion County,
Indiana*
766.Center township, Porter County,
Indiana*
767.Center township, Vanderburgh
County, Indiana*
768.Clark County, Indiana*
769.Clay township, Hamilton County,
Indiana*
770.Clay township, St. Joseph County,
Indiana*
771.Clinton County, Indiana*
772.Columbus city, Indiana*
773.Columbus township, Indiana*
774.Concord township, Indiana*
775.Crown Point city, Indiana*
776.Daviess County, Indiana*
777.Dearborn County, Indiana*
778.Decatur township, Indiana*
779.DeKalb County, Indiana*
780.Delaware township, Indiana*
781.Dubois County, Indiana*
782.Elkhart city, Indiana*
783.Elkhart County, Indiana*
784.Elkhart township, Indiana*
785.Fairfield township, Indiana*
786.Fall Creek township, Hamilton
County, Indiana*
787.Fayette County, Indiana
788.Floyd County, Indiana*
789.Franklin township, Marion County,
Indiana*
790.Gibson County, Indiana*
791.Goshen city, Indiana*
792.Grant County, Indiana*
793.Greene County, Indiana*
794.Guilford township, Indiana*
795.Hamilton County, Indiana*
796.Hancock County, Indiana*
797.Harrison township, Vigo County,
Indiana*
798.Hendricks County, Indiana*
799.Henry County, Indiana*
800.Hobart township, Indiana*
801.Huntington County, Indiana*
802.Jasper County, Indiana*
803.Jefferson County, Indiana*
804.Jeffersonville township, Indiana*
805.Johnson County, Indiana*
806.Knight township, Indiana*
807.Knox County, Indiana*
808.Kokomo city, Indiana*
809.Kosciusko County, Indiana*
810.LaGrange County, Indiana*
811.Lawrence township, Indiana*
812.Lincoln township, Indiana*
813.Madison city, Indiana
814.Madison County, Indiana*
815.Merrillville town, Indiana*

Page 1701 of 2516 ends

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W-11
816.Miami County, Indiana*
817.Michigan City city, Indiana*
818.Mishawaka city, Indiana*
819.Montgomery County, Indiana*
820.New Albany city, Indiana*
821.New Albany township, Indiana*
822.Noble County, Indiana*
823.Noblesville township, Indiana*
824.North township, Indiana*
825.Ohio township, Indiana*
826.Orange County, Indiana
827.Penn township, Indiana*
828.Perry township, Allen County,
Indiana*
829.Perry township, Marion County,
Indiana*
830.Perry township, Monroe County,
Indiana*
831.Pike township, Indiana*
832.Pleasant township, Johnson County,
Indiana*
833.Portage city, Indiana*
834.Portage township, Indiana*
835.Portage township, Indiana*
836.Putnam County, Indiana*
837.Ross township, Indiana*
838.Shelby County, Indiana*
839.Shelbyville city, Indiana
840.St. John township, Indiana*
841.St. Joseph township, Indiana*
842.Steuben County, Indiana*
843.Valparaiso city, Indiana*
844.Wabash County, Indiana*
845.Wabash township, Indiana*
846.Warren township, Indiana*
847.Warrick County, Indiana*
848.Washington township, Allen
County, Indiana*
849.Washington township, Hamilton
County, Indiana*
850.Washington township, Hendricks
County, Indiana*
851.Washington township, Marion
County, Indiana*
852.Wayne County, Indiana*
853.Wayne township, Allen County,
Indiana*
854.Wayne township, Marion County,
Indiana*
855.Wayne township, Wayne County,
Indiana*
856.Wea township, Indiana*
857.White River township, Indiana*
858.Whitley County, Indiana*
859.Ames city, Iowa*
860.Ankeny city, Iowa*
861.Bettendorf city, Iowa*
862.Cedar Falls city, Iowa*
863.Cedar Rapids city, Iowa*
864.Council Bluffs city, Iowa*
865.Davenport city, Iowa*
866.Des Moines city, Iowa*
867.Dubuque city, Iowa*
868.Dubuque County, Iowa*
869.Iowa City city, Iowa*
870.Linn County, Iowa*
871.Marion city, Iowa*
872.Marshall County, Iowa*
873.Sioux City city, Iowa*
874.Story County, Iowa*
875.Urbandale city, Iowa*
876.Wapello County, Iowa*
877.Warren County, Iowa*
878.Waterloo city, Iowa*
879.West Des Moines city, Iowa*
880.Woodbury County, Iowa*
881.Butler County, Kansas*
882.Cherokee County, Kansas
883.Crawford County, Kansas*
884.Douglas County, Kansas*
885.Ford County, Kansas*
886.Geary County, Kansas*
887.Harvey County, Kansas*
888.Hutchinson city, Kansas*
889.Lawrence city, Kansas*

Page 1702 of 2516 ends

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W-12
890.Leavenworth city, Kansas*
891.Leawood city, Kansas*
892.Lenexa city, Kansas*
893.Lyon County, Kansas*
894.Manhattan city, Kansas*
895.Miami County, Kansas*
896.Montgomery County, Kansas*
897.Neosho County, Kansas
898.Olathe city, Kansas*
899.Riley County, Kansas*
900.Salina city, Kansas*
901.Saline County, Kansas*
902.Shawnee city, Kansas*
903.Shawnee County, Kansas*
904.Topeka city, Kansas*
905.Allen County, Kentucky
906.Anderson County, Kentucky
907.Barren County, Kentucky*
908.Bath County, Kentucky
909.Bell County, Kentucky
910.Bowling Green city, Kentucky*
911.Breathitt County, Kentucky
912.Bullitt County, Kentucky*
913.Caldwell County, Kentucky
914.Calloway County, Kentucky*
915.Campbell County, Kentucky*
916.Campbellsville city, Kentucky
917.Carter County, Kentucky
918.Casey County, Kentucky
919.Christian County, Kentucky*
920.Clay County, Kentucky
921.Clinton County, Kentucky
922.Daviess County, Kentucky*
923.Elizabethtown city, Kentucky*
924.Fleming County, Kentucky
925.Florence city, Kentucky*
926.Garrard County, Kentucky
927.Georgetown city, Kentucky*
928.Grant County, Kentucky
929.Graves County, Kentucky*
930.Harrison County, Kentucky
931.Hart County, Kentucky
932.Hopkinsville city, Kentucky*
933.Knox County, Kentucky*
934.Larue County, Kentucky
935.Laurel County, Kentucky*
936.Letcher County, Kentucky
937.Lewis County, Kentucky
938.Lincoln County, Kentucky
939.Logan County, Kentucky
940.Martin County, Kentucky
941.Mason County, Kentucky
942.Mercer County, Kentucky
943.Monroe County, Kentucky
944.Morgan County, Kentucky
945.Mount Washington city, Kentucky
946.Muhlenberg County, Kentucky*
947.Murray city, Kentucky
948.Nelson County, Kentucky*
949.Nicholasville city, Kentucky*
950.Owen County, Kentucky
951.Owensboro city, Kentucky*
952.Powell County, Kentucky
953.Richmond city, Kentucky*
954.Rowan County, Kentucky
955.Russell County, Kentucky
956.Shepherdsville city, Kentucky
957.Spencer County, Kentucky
958.Taylor County, Kentucky
959.Todd County, Kentucky
960.Union County, Kentucky
961.Wayne County, Kentucky
962.Webster County, Kentucky
963.Whitley County, Kentucky*
964.Winchester city, Kentucky
965.Acadia Parish, Louisiana*
966.Bienville Parish, Louisiana
967.Covington city, Louisiana
968.De Soto Parish, Louisiana
969.Gretna city, Louisiana
970.Iberville Parish, Louisiana*
971.Lafayette city, Louisiana*
972.Lincoln Parish, Louisiana*
973.Livingston Parish, Louisiana*
974.Morgan City city, Louisiana
975.Natchitoches city, Louisiana

Page 1703 of 2516 ends

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W-13
976.Pointe Coupee Parish, Louisiana
977.Sabine Parish, Louisiana
978.St. Bernard Parish, Louisiana*
979.Tangipahoa Parish, Louisiana*
980.Terrebonne Parish, Louisiana*
981.Franklin County, Maine*
982.Hancock County, Maine*
983.Oxford County, Maine*
984.Annapolis city, Maryland*
985.Anne Arundel County, Maryland*
986.Baltimore County, Maryland*
987.Cecil County, Maryland*
988.College Park city, Maryland*
989.Gaithersburg city, Maryland*
990.Queen Anne's County, Maryland*
991.Rockville city, Maryland*
992.Salisbury city, Maryland*
993.Westminster city, Maryland
994.Worcester County, Maryland*
995.Amherst town, Massachusetts*
996.Andover town, Massachusetts*
997.Arlington town, Massachusetts*
998.Attleboro city, Massachusetts*
999.Barnstable County, Massachusetts*
1000.Boston city, Massachusetts*
1001.Bristol County, Massachusetts*
1002.Dartmouth town, Massachusetts*
1003.Dracut town, Massachusetts*
1004.Franklin Town city, Massachusetts*
1005.Lawrence city, Massachusetts*
1006.Lexington town, Massachusetts*
1007.Marlborough city, Massachusetts*
1008.Nantucket town, Massachusetts
1009.Needham town, Massachusetts*
1010.Newton city, Massachusetts*
1011.Norfolk County, Massachusetts*
1012.Plymouth County, Massachusetts*
1013.Shrewsbury town, Massachusetts*
1014.Taunton city, Massachusetts*
1015.Waltham city, Massachusetts*
1016.Westfield city, Massachusetts*
1017.Allegan County, Michigan*
1018.Ann Arbor city, Michigan*
1019.Barry County, Michigan*
1020.Battle Creek city, Michigan*
1021.Bay City city, Michigan*
1022.Bay County, Michigan*
1023.Bedford township, Michigan*
1024.Bloomfield charter township,
Michigan*
1025.Brownstown charter township,
Michigan*
1026.Cheboygan County, Michigan
1027.Chesterfield township, Michigan*
1028.Clare County, Michigan*
1029.Commerce charter township,
Michigan*
1030.Dearborn city, Michigan*
1031.Dearborn Heights city, Michigan*
1032.Delta charter township, Michigan*
1033.Eastpointe city, Michigan*
1034.Emmet County, Michigan*
1035.Farmington Hills city, Michigan*
1036.Flint charter township, Michigan*
1037.Flint city, Michigan*
1038.Georgetown charter township,
Michigan*
1039.Grand Blanc charter township,
Michigan*
1040.Harrison charter township,
Michigan
1041.Holland charter township,
Michigan*
1042.Holland city, Michigan*
1043.Huron County, Michigan*
1044.Independence charter township,
Michigan*
1045.Jackson County, Michigan*
1046.Kalamazoo city, Michigan*
1047.Kentwood city, Michigan*
1048.Lapeer County, Michigan*
1049.Lincoln Park city, Michigan*
1050.Macomb township, Michigan*
1051.Mecosta County, Michigan*
1052.Meridian charter township,
Michigan*

Page 1704 of 2516 ends

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W-14
1053.Midland city, Michigan*
1054.Midland County, Michigan*
1055.Muskegon city, Michigan*
1056.Novi city, Michigan*
1057.Orion charter township, Michigan*
1058.Ottawa County, Michigan*
1059.Plainfield charter township,
Michigan*
1060.Portage city, Michigan*
1061.Redford charter township,
Michigan*
1062.Rochester Hills city, Michigan*
1063.Roseville city, Michigan*
1064.Royal Oak city, Michigan*
1065.Saginaw charter township,
Michigan*
1066.Saginaw city, Michigan*
1067.Shelby charter township, Michigan*
1068.Southfield city, Michigan*
1069.St. Clair Shores city, Michigan*
1070.St. Joseph County, Michigan*
1071.Sterling Heights city, Michigan*
1072.Taylor city, Michigan*
1073.Troy city, Michigan*
1074.Van Buren County, Michigan*
1075.Warren city, Michigan*
1076.Waterford charter township,
Michigan*
1077.West Bloomfield charter township,
Michigan*
1078.White Lake charter township,
Michigan*
1079.Wyoming city, Michigan*
1080.Ypsilanti charter township,
Michigan*
1081.Andover city, Minnesota*
1082.Apple Valley city, Minnesota*
1083.Becker County, Minnesota*
1084.Beltrami County, Minnesota*
1085.Benton County, Minnesota*
1086.Blaine city, Minnesota*
1087.Bloomington city, Minnesota*
1088.Blue Earth County, Minnesota*
1089.Brooklyn Center city, Minnesota*
1090.Brooklyn Park city, Minnesota*
1091.Burnsville city, Minnesota*
1092.Carlton County, Minnesota*
1093.Carver County, Minnesota*
1094.Chisago County, Minnesota*
1095.Clay County, Minnesota*
1096.Cottage Grove city, Minnesota*
1097.Crow Wing County, Minnesota*
1098.Dakota County, Minnesota*
1099.Douglas County, Minnesota*
1100.Eagan city, Minnesota*
1101.Eden Prairie city, Minnesota*
1102.Edina city, Minnesota*
1103.Freeborn County, Minnesota*
1104.Goodhue County, Minnesota*
1105.Hennepin County, Minnesota*
1106.Inver Grove Heights city,
Minnesota*
1107.Isanti County, Minnesota*
1108.Itasca County, Minnesota*
1109.Kandiyohi County, Minnesota*
1110.Lakeville city, Minnesota*
1111.Mankato city, Minnesota*
1112.Maple Grove city, Minnesota*
1113.Maplewood city, Minnesota*
1114.McLeod County, Minnesota*
1115.Meeker County, Minnesota
1116.Minneapolis city, Minnesota*
1117.Minnetonka city, Minnesota*
1118.Moorhead city, Minnesota*
1119.Morrison County, Minnesota*
1120.Mower County, Minnesota*
1121.Nicollet County, Minnesota*
1122.Olmsted County, Minnesota*
1123.Otter Tail County, Minnesota*
1124.Plymouth city, Minnesota*
1125.Polk County, Minnesota*
1126.Ramsey County, Minnesota*
1127.Rice County, Minnesota*
1128.Richfield city, Minnesota*
1129.Roseau County, Minnesota
1130.Roseville city, Minnesota*

Page 1705 of 2516 ends

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W-15
1131.Savage city, Minnesota*
1132.Scott County, Minnesota*
1133.Shakopee city, Minnesota*
1134.Sherburne County, Minnesota*
1135.Sibley County, Minnesota
1136.St. Cloud city, Minnesota*
1137.St. Louis County, Minnesota*
1138.St. Louis Park city, Minnesota*
1139.Stearns County, Minnesota*
1140.Steele County, Minnesota*
1141.Waseca County, Minnesota
1142.Washington County, Minnesota*
1143.Winona County, Minnesota*
1144.Woodbury city, Minnesota*
1145.Wright County, Minnesota*
1146.Alcorn County, Mississippi*
1147.Attala County, Mississippi
1148.Biloxi city, Mississippi*
1149.Brookhaven city, Mississippi
1150.Chickasaw County, Mississippi
1151.Clarke County, Mississippi
1152.Cleveland city, Mississippi
1153.Columbus city, Mississippi
1154.Copiah County, Mississippi
1155.Gautier city, Mississippi
1156.George County, Mississippi
1157.Greene County, Mississippi
1158.Hancock County, Mississippi*
1159.Holmes County, Mississippi
1160.Itawamba County, Mississippi
1161.Jackson County, Mississippi*
1162.Jefferson Davis County, Mississippi
1163.Jones County, Mississippi*
1164.Lafayette County, Mississippi*
1165.Lamar County, Mississippi*
1166.Lauderdale County, Mississippi*
1167.Lawrence County, Mississippi
1168.Lee County, Mississippi*
1169.Lincoln County, Mississippi*
1170.Lowndes County, Mississippi*
1171.Marion County, Mississippi
1172.Marshall County, Mississippi*
1173.Monroe County, Mississippi*
1174.Moss Point city, Mississippi
1175.Neshoba County, Mississippi
1176.Ocean Springs city, Mississippi
1177.Oktibbeha County, Mississippi*
1178.Olive Branch city, Mississippi*
1179.Panola County, Mississippi*
1180.Perry County, Mississippi
1181.Pike County, Mississippi*
1182.Pontotoc County, Mississippi*
1183.Rankin County, Mississippi*
1184.Southaven city, Mississippi*
1185.Starkville city, Mississippi
1186.Sunflower County, Mississippi
1187.Tallahatchie County, Mississippi
1188.Tishomingo County, Mississippi
1189.Tupelo city, Mississippi*
1190.Union County, Mississippi
1191.Vicksburg city, Mississippi
1192.Walthall County, Mississippi
1193.Warren County, Mississippi*
1194.Wayne County, Mississippi
1195.Yalobusha County, Mississippi
1196.Adair County, Missouri
1197.Andrew County, Missouri
1198.Ballwin city, Missouri*
1199.Barry County, Missouri*
1200.Blue Springs city, Missouri*
1201.Butler County, Missouri*
1202.Cape Girardeau city, Missouri*
1203.Cape Girardeau County, Missouri*
1204.Chesterfield city, Missouri*
1205.Christian County, Missouri*
1206.Clay County, Missouri*
1207.Clinton County, Missouri
1208.Columbia city, Missouri*
1209.Crawford County, Missouri
1210.DeKalb County, Missouri
1211.Dent County, Missouri
1212.Dunklin County, Missouri
1213.Florissant city, Missouri*
1214.Greene County, Missouri*
1215.Henry County, Missouri
1216.Independence city, Missouri*

Page 1706 of 2516 ends

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W-16
1217.Iron County, Missouri
1218.Jasper County, Missouri*
1219.Jefferson City city, Missouri*
1220.Joplin city, Missouri*
1221.Laclede County, Missouri*
1222.Lafayette County, Missouri*
1223.Lawrence County, Missouri*
1224.Lee's Summit city, Missouri*
1225.Liberty city, Missouri*
1226.Livingston County, Missouri
1227.Madison County, Missouri
1228.McDonald County, Missouri
1229.New Madrid County, Missouri
1230.Newton County, Missouri*
1231.Nodaway County, Missouri
1232.O'Fallon city, Missouri*
1233.Perry County, Missouri
1234.Pike County, Missouri
1235.Platte County, Missouri*
1236.Polk County, Missouri*
1237.Ralls County, Missouri
1238.Ray County, Missouri
1239.Scott County, Missouri*
1240.St. Charles city, Missouri*
1241.St. Louis city, Missouri*
1242.St. Peters city, Missouri*
1243.Ste. Genevieve County, Missouri
1244.Stone County, Missouri*
1245.Taney County, Missouri*
1246.Texas County, Missouri
1247.University City city, Missouri*
1248.Vernon County, Missouri
1249.Washington County, Missouri
1250.Wentzville city, Missouri*
1251.Wildwood city, Missouri*
1252.Billings city, Montana*
1253.Bozeman city, Montana*
1254.Butte-Silver Bow, Montana*
1255.Flathead County, Montana*
1256.Helena city, Montana*
1257.Lewis and Clark County, Montana*
1258.Missoula County, Montana*
1259.Ravalli County, Montana*
1260.Yellowstone County, Montana*
1261.Adams County, Nebraska*
1262.Bellevue city, Nebraska*
1263.Buffalo County, Nebraska*
1264.Dodge County, Nebraska*
1265.Grand Island city, Nebraska*
1266.Hall County, Nebraska*
1267.Kearney city, Nebraska*
1268.Lancaster County, Nebraska*
1269.Lincoln city, Nebraska*
1270.Madison County, Nebraska*
1271.Omaha city, Nebraska*
1272.Platte County, Nebraska*
1273.Scotts Bluff County, Nebraska*
1274.South Sioux City city, Nebraska
1275.Douglas County, Nevada*
1276.Elko County, Nevada*
1277.Fernley city, Nevada
1278.Humboldt County, Nevada
1279.Lyon County, Nevada*
1280.Reno city, Nevada*
1281.Dover city, New Hampshire*
1282.Merrimack County, New
Hampshire*
1283.Rochester city, New Hampshire*
1284.Atlantic City city, New Jersey*
1285.Belleville township, New Jersey*
1286.Berkeley township, New Jersey*
1287.Bloomfield township, New Jersey*
1288.Brick township, New Jersey*
1289.Bridgewater township, New Jersey*
1290.Camden city, New Jersey*
1291.Cape May County, New Jersey*
1292.Cherry Hill township, New Jersey*
1293.City of Orange township, New
Jersey*
1294.Cumberland County, New Jersey*
1295.Deptford township, New Jersey*
1296.East Brunswick township, New
Jersey*
1297.East Orange city, New Jersey*
1298.Edison township, New Jersey*
1299.Egg Harbor township, New Jersey*

Page 1707 of 2516 ends

WITH TECHNICAL CORRECTIONS 02.03.2023
W-17
1300.Evesham township, New Jersey*
1301.Ewing township, New Jersey*
1302.Fair Lawn borough, New Jersey*
1303.Fort Lee borough, New Jersey*
1304.Franklin township, Somerset
County, New Jersey*
1305.Freehold township, New Jersey*
1306.Galloway township, New Jersey*
1307.Garfield city, New Jersey*
1308.Gloucester County, New Jersey*
1309.Gloucester township, New Jersey*
1310.Hackensack city, New Jersey*
1311.Hamilton township, Mercer County,
New Jersey*
1312.Hillsborough township, New
Jersey*
1313.Hoboken city, New Jersey*
1314.Howell township, New Jersey*
1315.Irvington township, New Jersey*
1316.Jackson township, New Jersey*
1317.Kearny town, New Jersey*
1318.Lakewood township, New Jersey*
1319.Lawrence township, New Jersey*
1320.Linden city, New Jersey*
1321.Livingston township, New Jersey*
1322.Long Branch city, New Jersey*
1323.Manalapan township, New Jersey*
1324.Manchester township, New Jersey*
1325.Marlboro township, New Jersey*
1326.Mercer County, New Jersey*
1327.Middlesex County, New Jersey*
1328.Middletown township, New Jersey*
1329.Monmouth County, New Jersey*
1330.Monroe township, Gloucester
County, New Jersey*
1331.Monroe township, Middlesex
County, New Jersey*
1332.Montclair township, New Jersey*
1333.Morris County, New Jersey*
1334.Mount Laurel township, New
Jersey*
1335.New Brunswick city, New Jersey*
1336.Newark city, New Jersey*
1337.North Bergen township, New
Jersey*
1338.North Brunswick township, New
Jersey*
1339.Old Bridge township, New Jersey*
1340.Parsippany-Troy Hills township,
New Jersey*
1341.Passaic city, New Jersey*
1342.Pennsauken township, New Jersey*
1343.Perth Amboy city, New Jersey*
1344.Piscataway township, New Jersey*
1345.Plainfield city, New Jersey*
1346.Princeton, New Jersey*
1347.Salem County, New Jersey*
1348.Sayreville borough, New Jersey*
1349.Somerset County, New Jersey*
1350.South Brunswick township, New
Jersey*
1351.Teaneck township, New Jersey*
1352.Toms River township, New Jersey*
1353.Union City city, New Jersey*
1354.Union County, New Jersey*
1355.Union township, New Jersey*
1356.Warren County, New Jersey*
1357.Washington township, Gloucester
County, New Jersey*
1358.Wayne township, New Jersey*
1359.West New York town, New Jersey*
1360.West Orange township, New
Jersey*
1361.Willingboro township, New Jersey*
1362.Winslow township, New Jersey*
1363.Woodbridge township, New Jersey*
1364.Amherst town, New York*
1365.Bethlehem town, New York*
1366.Binghamton city, New York*
1367.Brighton town, New York*
1368.Carmel town, New York*
1369.Cattaraugus County, New York*
1370.Cayuga County, New York*
1371.Chautauqua County, New York*
1372.Cheektowaga town, New York*
1373.Chemung County, New York*

Page 1708 of 2516 ends

WITH TECHNICAL CORRECTIONS 02.03.2023
W-18
1374.Chenango County, New York*
1375.Cicero town, New York*
1376.Clarence town, New York*
1377.Clay town, New York*
1378.Clifton Park town, New York*
1379.Colonie town, New York*
1380.Cortlandt town, New York*
1381.Delaware County, New York*
1382.Eastchester town, New York*
1383.Essex County, New York*
1384.Freeport village, New York*
1385.Greece town, New York*
1386.Greenburgh town, New York*
1387.Guilderland town, New York*
1388.Hamburg town, New York*
1389.Henrietta town, New York*
1390.Irondequoit town, New York*
1391.Lancaster town, New York*
1392.Livingston County, New York*
1393.Madison County, New York*
1394.Manlius town, New York*
1395.Mount Pleasant town, New York*
1396.Mount Vernon city, New York*
1397.New Rochelle city, New York*
1398.Newburgh town, New York*
1399.Niagara Falls city, New York*
1400.North Tonawanda city, New York*
1401.Orleans County, New York*
1402.Ossining town, New York*
1403.Otsego County, New York*
1404.Penfield town, New York*
1405.Perinton town, New York*
1406.Putnam County, New York*
1407.Rye town, New York*
1408.Salina town, New York*
1409.Spring Valley village, New York*
1410.Tioga County, New York*
1411.Tonawanda town, New York*
1412.Union town, New York*
1413.Wappinger town, New York
1414.Warren County, New York*
1415.Warwick town, New York*
1416.Wayne County, New York*
1417.Webster town, New York*
1418.West Seneca town, New York*
1419.White Plains city, New York*
1420.Yates County, New York
1421.Yorktown town, New York*
1422.Alexander County, North Carolina*
1423.Alleghany County, North Carolina
1424.Apex town, North Carolina*
1425.Asheville city, North Carolina*
1426.Bertie County, North Carolina
1427.Burlington city, North Carolina*
1428.Cary town, North Carolina*
1429.Caswell County, North Carolina
1430.Chapel Hill town, North Carolina*
1431.Charlotte city, North Carolina*
1432.Cherokee County, North Carolina
1433.Chowan County, North Carolina
1434.Concord city, North Carolina*
1435.Cornelius town, North Carolina*
1436.Currituck County, North Carolina
1437.Durham city, North Carolina*
1438.Edgecombe County, North
Carolina*
1439.Fuquay-Varina town, North
Carolina*
1440.Garner town, North Carolina*
1441.Gastonia city, North Carolina*
1442.Goldsboro city, North Carolina*
1443.Greene County, North Carolina
1444.Greenville city, North Carolina*
1445.Harnett County, North Carolina*
1446.Henderson County, North Carolina*
1447.High Point city, North Carolina*
1448.Hoke County, North Carolina*
1449.Holly Springs town, North
Carolina*
1450.Huntersville town, North Carolina*
1451.Indian Trail town, North Carolina*
1452.Jackson County, North Carolina*
1453.Johnston County, North Carolina*
1454.Kannapolis city, North Carolina*
1455.Lenoir County, North Carolina*
1456.Macon County, North Carolina*

Page 1709 of 2516 ends

WITH TECHNICAL CORRECTIONS 02.03.2023
W-19
1457.Matthews town, North Carolina*
1458.Monroe city, North Carolina*
1459.Mooresville town, North Carolina*
1460.Nash County, North Carolina*
1461.Pender County, North Carolina*
1462.Raleigh city, North Carolina*
1463.Rocky Mount city, North Carolina*
1464.Salisbury city, North Carolina*
1465.Sanford city, North Carolina*
1466.Stanly County, North Carolina*
1467.Transylvania County, North
Carolina*
1468.Union County, North Carolina*
1469.Wake County, North Carolina*
1470.Wake Forest town, North Carolina*
1471.Warren County, North Carolina
1472.Washington County, North Carolina
1473.Wilson city, North Carolina*
1474.Wilson County, North Carolina*
1475.Cass County, North Dakota*
1476.Fargo city, North Dakota*
1477.Grand Forks city, North Dakota*
1478.Minot city, North Dakota*
1479.Morton County, North Dakota*
1480.West Fargo city, North Dakota*
1481.Adams County, Ohio
1482.Allen County, Ohio*
1483.Alliance city, Ohio
1484.Anderson township, Ohio*
1485.Athens township, Athens County,
Ohio*
1486.Aurora city, Ohio
1487.Austintown township, Ohio*
1488.Bath township, Greene County,
Ohio*
1489.Beavercreek city, Ohio*
1490.Beavercreek township, Ohio*
1491.Boardman township, Ohio*
1492.Bowling Green city, Ohio*
1493.Brunswick city, Ohio*
1494.Canton city, Ohio*
1495.Carroll County, Ohio
1496.Clark County, Ohio*
1497.Clear Creek township, Ohio*
1498.Cleveland Heights city, Ohio*
1499.Colerain township, Hamilton
County, Ohio*
1500.Columbiana County, Ohio*
1501.Columbus city, Ohio*
1502.Concord township, Miami County,
Ohio*
1503.Deerfield township, Ohio*
1504.Defiance County, Ohio*
1505.Delaware city, Ohio*
1506.Dublin city, Ohio*
1507.Fairborn city, Ohio*
1508.Fostoria city, Ohio
1509.Franklin township, Warren County,
Ohio*
1510.Gahanna city, Ohio*
1511.Green township, Hamilton County,
Ohio*
1512.Greene County, Ohio*
1513.Grove City city, Ohio*
1514.Hancock County, Ohio*
1515.Hardin County, Ohio*
1516.Harrison County, Ohio
1517.Highland County, Ohio*
1518.Hilliard city, Ohio*
1519.Holmes County, Ohio*
1520.Huber Heights city, Ohio*
1521.Jackson township, Franklin County,
Ohio*
1522.Jackson township, Stark County,
Ohio*
1523.Kent city, Ohio
1524.Kettering city, Ohio*
1525.Lancaster city, Ohio*
1526.Liberty township, Butler County,
Ohio*
1527.Liberty township, Delaware
County, Ohio*
1528.Lima city, Ohio*
1529.Madison County, Ohio*
1530.Mahoning County, Ohio*
1531.Mansfield city, Ohio*

Page 1710 of 2516 ends

WITH TECHNICAL CORRECTIONS 02.03.2023
W-20
1532.Marietta city, Ohio
1533.Marion city, Ohio*
1534.Marion township, Marion County,
Ohio*
1535.Mason city, Ohio*
1536.Massillon city, Ohio*
1537.Medina County, Ohio*
1538.Mentor city, Ohio*
1539.Miami County, Ohio*
1540.Miami township, Clermont County,
Ohio*
1541.Miami township, Logan County,
Ohio*
1542.Mifflin township, Franklin County,
Ohio*
1543.Monroe County, Ohio
1544.Morrow County, Ohio*
1545.Newark city, Ohio*
1546.Norwalk city, Ohio
1547.Norwich township, Franklin
County, Ohio*
1548.Orange township, Delaware
County, Ohio*
1549.Ottawa County, Ohio*
1550.Pickaway County, Ohio*
1551.Pike County, Ohio
1552.Plain township, Stark County,
Ohio*
1553.Preble County, Ohio*
1554.Putnam County, Ohio*
1555.Ravenna city, Ohio
1556.Reynoldsburg city, Ohio*
1557.Sandusky city, Ohio
1558.Springfield city, Ohio*
1559.Springfield Township, Hamilton
County, Ohio*
1560.Sylvania township, Ohio*
1561.Union County, Ohio*
1562.Union township, Clermont County,
Ohio*
1563.Upper Arlington city, Ohio*
1564.Vinton County, Ohio
1565.Violet township, Ohio*
1566.Warren County, Ohio*
1567.Washington township, Franklin
County, Ohio*
1568.Washington township, Montgomery
County, Ohio*
1569.West Chester township, Ohio*
1570.Westerville city, Ohio*
1571.Westlake city, Ohio*
1572.Wood County, Ohio*
1573.Wyandot County, Ohio
1574.Youngstown city, Ohio*
1575.Ada city, Oklahoma
1576.Bartlesville city, Oklahoma*
1577.Bethany city, Oklahoma
1578.Broken Arrow city, Oklahoma*
1579.Bryan County, Oklahoma*
1580.Canadian County, Oklahoma*
1581.Carter County, Oklahoma*
1582.Cherokee County, Oklahoma*
1583.Edmond city, Oklahoma*
1584.Garfield County, Oklahoma*
1585.Guthrie city, Oklahoma
1586.Lawton city, Oklahoma*
1587.Moore city, Oklahoma*
1588.Muskogee city, Oklahoma*
1589.Muskogee County, Oklahoma*
1590.Mustang city, Oklahoma
1591.Norman city, Oklahoma*
1592.Owasso city, Oklahoma*
1593.Ponca City city, Oklahoma
1594.Pontotoc County, Oklahoma*
1595.Sequoyah County, Oklahoma*
1596.Wagoner County, Oklahoma*
1597.Albany city, Oregon*
1598.Beaverton city, Oregon*
1599.Bend city, Oregon*
1600.Benton County, Oregon*
1601.Clackamas County, Oregon*
1602.Clatsop County, Oregon*
1603.Columbia County, Oregon*
1604.Corvallis city, Oregon*
1605.Curry County, Oregon
1606.Deschutes County, Oregon*

Page 1711 of 2516 ends

WITH TECHNICAL CORRECTIONS 02.03.2023
W-21
1607.Douglas County, Oregon*
1608.Eugene city, Oregon*
1609.Grants Pass city, Oregon*
1610.Gresham city, Oregon*
1611.Hillsboro city, Oregon*
1612.Jackson County, Oregon*
1613.Josephine County, Oregon*
1614.Keizer city, Oregon*
1615.Klamath County, Oregon*
1616.Lake Oswego city, Oregon*
1617.Lane County, Oregon*
1618.Lincoln County, Oregon*
1619.Linn County, Oregon*
1620.Malheur County, Oregon*
1621.Marion County, Oregon*
1622.McMinnville city, Oregon*
1623.Medford city, Oregon*
1624.Multnomah County, Oregon*
1625.Oregon City city, Oregon*
1626.Polk County, Oregon*
1627.Redmond city, Oregon*
1628.Salem city, Oregon*
1629.Springfield city, Oregon*
1630.Tigard city, Oregon*
1631.Umatilla County, Oregon*
1632.Washington County, Oregon*
1633.Yamhill County, Oregon*
1634.Abington township, Pennsylvania*
1635.Allentown city, Pennsylvania*
1636.Altoona city, Pennsylvania*
1637.Beaver County, Pennsylvania*
1638.Berks County, Pennsylvania*
1639.Bethel Park municipality,
Pennsylvania*
1640.Bethlehem city, Pennsylvania*
1641.Blair County, Pennsylvania*
1642.Butler County, Pennsylvania*
1643.Centre County, Pennsylvania*
1644.Cheltenham township,
Pennsylvania*
1645.Chester city, Pennsylvania*
1646.Cranberry township, Pennsylvania*
1647.Crawford County, Pennsylvania*
1648.Cumberland County, Pennsylvania*
1649.Erie city, Pennsylvania*
1650.Falls township, Pennsylvania*
1651.Hampden township, Pennsylvania*
1652.Harrisburg city, Pennsylvania*
1653.Haverford township, Pennsylvania*
1654.Hempfield township, Pennsylvania*
1655.Huntingdon County, Pennsylvania*
1656.Jefferson County, Pennsylvania*
1657.Lancaster city, Pennsylvania*
1658.Lancaster County, Pennsylvania*
1659.Lebanon County, Pennsylvania*
1660.Lower Macungie township,
Pennsylvania*
1661.Lower Merion township,
Pennsylvania*
1662.Lower Paxton township,
Pennsylvania*
1663.Lower Southampton township,
Pennsylvania
1664.Manheim township, Pennsylvania*
1665.McKean County, Pennsylvania*
1666.Mifflin County, Pennsylvania*
1667.Millcreek township, Pennsylvania*
1668.Monroe County, Pennsylvania*
1669.Montgomery County,
Pennsylvania*
1670.Mount Lebanon township,
Pennsylvania*
1671.New Castle city, Pennsylvania
1672.North Huntingdon township,
Pennsylvania*
1673.Northampton township,
Pennsylvania*
1674.Penn Hills township, Pennsylvania*
1675.Perry County, Pennsylvania*
1676.Radnor township, Pennsylvania*
1677.Reading city, Pennsylvania*
1678.Ridley township, Pennsylvania*
1679.Ross township, Pennsylvania*
1680.Scranton city, Pennsylvania*
1681.Snyder County, Pennsylvania*
1682.Somerset County, Pennsylvania*

Page 1712 of 2516 ends

WITH TECHNICAL CORRECTIONS 02.03.2023
W-22
1683.State College borough,
Pennsylvania*
1684.Susquehanna County,
Pennsylvania*
1685.Union County, Pennsylvania*
1686.Upper Darby township,
Pennsylvania*
1687.Upper Merion township,
Pennsylvania*
1688.Venango County, Pennsylvania*
1689.Warren County, Pennsylvania*
1690.Wayne County, Pennsylvania*
1691.York city, Pennsylvania*
1692.York County, Pennsylvania*
1693.Adjuntas Municipio, Puerto Rico
1694.Arroyo Municipio, Puerto Rico
1695.Barceloneta Municipio, Puerto Rico
1696.Bayamón Municipio, Puerto Rico*
1697.Caguas Municipio, Puerto Rico*
1698.Carolina Municipio, Puerto Rico*
1699.Cataño Municipio, Puerto Rico
1700.Cayey Municipio, Puerto Rico*
1701.Ceiba Municipio, Puerto Rico
1702.Cidra Municipio, Puerto Rico*
1703.Coamo Municipio, Puerto Rico*
1704.Corozal Municipio, Puerto Rico*
1705.Guayama Municipio, Puerto Rico*
1706.Guaynabo Municipio, Puerto Rico*
1707.Gurabo Municipio, Puerto Rico*
1708.Humacao Municipio, Puerto Rico*
1709.Las Piedras Municipio, Puerto
Rico*
1710.Mayagüez Municipio, Puerto Rico*
1711.San Sebastián Municipio, Puerto
Rico*
1712.Toa Baja Municipio, Puerto Rico*
1713.Villalba Municipio, Puerto Rico
1714.Yauco Municipio, Puerto Rico*
1715.Providence city, Rhode Island*
1716.Aiken city, South Carolina*
1717.Columbia city, South Carolina*
1718.Darlington County, South Carolina*
1719.Florence city, South Carolina*
1720.Goose Creek city, South Carolina*
1721.Greenville city, South Carolina*
1722.Greer city, South Carolina*
1723.Hilton Head Island town, South
Carolina*
1724.Rock Hill city, South Carolina*
1725.Spartanburg city, South Carolina*
1726.Sumter city, South Carolina*
1727.Brookings County, South Dakota*
1728.Brown County, South Dakota*
1729.Lincoln County, South Dakota*
1730.Minnehaha County, South Dakota*
1731.Pennington County, South Dakota*
1732.Rapid City city, South Dakota*
1733.Sioux Falls city, South Dakota*
1734.Bartlett city, Tennessee*
1735.Bedford County, Tennessee*
1736.Brentwood city, Tennessee*
1737.Cannon County, Tennessee
1738.Carter County, Tennessee*
1739.Chattanooga city, Tennessee*
1740.Cheatham County, Tennessee*
1741.Clarksville city, Tennessee*
1742.Cleveland city, Tennessee*
1743.Coffee County, Tennessee*
1744.Collierville town, Tennessee*
1745.Columbia city, Tennessee*
1746.Cookeville city, Tennessee*
1747.Crockett County, Tennessee
1748.Crossville city, Tennessee
1749.Cumberland County, Tennessee*
1750.Decatur County, Tennessee
1751.DeKalb County, Tennessee
1752.Dickson County, Tennessee*
1753.Dyer County, Tennessee*
1754.Fayette County, Tennessee*
1755.Fentress County, Tennessee
1756.Franklin city, Tennessee*
1757.Gallatin city, Tennessee*
1758.Germantown city, Tennessee*
1759.Gibson County, Tennessee*
1760.Giles County, Tennessee
1761.Hamblen County, Tennessee*

Page 1713 of 2516 ends

WITH TECHNICAL CORRECTIONS 02.03.2023
W-23
1762.Haywood County, Tennessee
1763.Henderson County, Tennessee
1764.Hendersonville city, Tennessee*
1765.Henry County, Tennessee*
1766.Jackson city, Tennessee*
1767.Johnson City city, Tennessee*
1768.Johnson County, Tennessee
1769.Kingsport city, Tennessee*
1770.La Vergne city, Tennessee*
1771.Lauderdale County, Tennessee
1772.Lawrence County, Tennessee*
1773.Lawrenceburg city, Tennessee
1774.Lebanon city, Tennessee*
1775.Lewisburg city, Tennessee
1776.Lincoln County, Tennessee*
1777.Marshall County, Tennessee*
1778.Maryville city, Tennessee
1779.Maury County, Tennessee*
1780.McMinnville city, Tennessee
1781.Montgomery County, Tennessee*
1782.Morgan County, Tennessee
1783.Morristown city, Tennessee*
1784.Mount Juliet city, Tennessee*
1785.Murfreesboro city, Tennessee*
1786.Nashville-Davidson metropolitan
government, Tennessee*
1787.Obion County, Tennessee*
1788.Overton County, Tennessee
1789.Putnam County, Tennessee*
1790.Robertson County, Tennessee*
1791.Scott County, Tennessee
1792.Shelbyville city, Tennessee
1793.Smith County, Tennessee
1794.Smyrna town, Tennessee*
1795.Spring Hill city, Tennessee*
1796.Sullivan County, Tennessee*
1797.Sumner County, Tennessee*
1798.Tipton County, Tennessee*
1799.Warren County, Tennessee*
1800.Wayne County, Tennessee
1801.Weakley County, Tennessee*
1802.White County, Tennessee
1803.Wilson County, Tennessee*
1804.Abilene city, Texas*
1805.Allen city, Texas*
1806.Amarillo city, Texas*
1807.Anderson County, Texas*
1808.Arlington city, Texas*
1809.Atascosa County, Texas*
1810.Austin city, Texas*
1811.Austin County, Texas*
1812.Bastrop County, Texas*
1813.Baytown city, Texas*
1814.Beaumont city, Texas*
1815.Bedford city, Texas*
1816.Bee County, Texas*
1817.Bell County, Texas*
1818.Blanco County, Texas
1819.Brazoria County, Texas*
1820.Brown County, Texas*
1821.Brownsville city, Texas*
1822.Bryan city, Texas*
1823.Burleson city, Texas*
1824.Burleson County, Texas
1825.Burnet County, Texas*
1826.Caldwell County, Texas*
1827.Calhoun County, Texas
1828.Cameron County, Texas*
1829.Carrollton city, Texas*
1830.Cass County, Texas*
1831.Cedar Hill city, Texas*
1832.Cedar Park city, Texas*
1833.Chambers County, Texas*
1834.Cibolo city, Texas*
1835.Cleburne city, Texas*
1836.College Station city, Texas*
1837.Collin County, Texas*
1838.Colorado County, Texas
1839.Comal County, Texas*
1840.Conroe city, Texas*
1841.Cooke County, Texas*
1842.Coppell city, Texas*
1843.Copperas Cove city, Texas*
1844.Corpus Christi city, Texas*
1845.Dallas city, Texas*
1846.Deer Park city, Texas*

Page 1714 of 2516 ends

WITH TECHNICAL CORRECTIONS 02.03.2023
W-24
1847.Del Rio city, Texas*
1848.Denton city, Texas*
1849.Denton County, Texas*
1850.DeSoto city, Texas*
1851.Dimmit County, Texas
1852.Duncanville city, Texas*
1853.Ector County, Texas*
1854.Edinburg city, Texas*
1855.El Paso city, Texas*
1856.El Paso County, Texas*
1857.Erath County, Texas*
1858.Euless city, Texas*
1859.Falls County, Texas
1860.Fannin County, Texas*
1861.Farmers Branch city, Texas*
1862.Flower Mound town, Texas*
1863.Fort Bend County, Texas*
1864.Fort Worth city, Texas*
1865.Franklin County, Texas
1866.Friendswood city, Texas*
1867.Frisco city, Texas*
1868.Galveston city, Texas*
1869.Galveston County, Texas*
1870.Garland city, Texas*
1871.Georgetown city, Texas*
1872.Grand Prairie city, Texas*
1873.Grapevine city, Texas*
1874.Grayson County, Texas*
1875.Gregg County, Texas*
1876.Guadalupe County, Texas*
1877.Hale County, Texas*
1878.Haltom City city, Texas*
1879.Hardin County, Texas*
1880.Harker Heights city, Texas*
1881.Harlingen city, Texas*
1882.Harris County, Texas*
1883.Harrison County, Texas*
1884.Hays County, Texas*
1885.Hidalgo County, Texas*
1886.Hill County, Texas*
1887.Hood County, Texas*
1888.Hopkins County, Texas*
1889.Houston city, Texas*
1890.Houston County, Texas
1891.Howard County, Texas*
1892.Hunt County, Texas*
1893.Huntsville city, Texas*
1894.Hurst city, Texas*
1895.Irving city, Texas*
1896.Jasper County, Texas*
1897.Jefferson County, Texas*
1898.Jones County, Texas
1899.Keller city, Texas*
1900.Kendall County, Texas*
1901.Kerr County, Texas*
1902.Killeen city, Texas*
1903.Kyle city, Texas*
1904.La Porte city, Texas*
1905.Lancaster city, Texas*
1906.League City city, Texas*
1907.Leander city, Texas*
1908.Leon County, Texas
1909.Leon Valley city, Texas
1910.Lewisville city, Texas*
1911.Liberty County, Texas*
1912.Limestone County, Texas
1913.Little Elm city, Texas*
1914.Longview city, Texas*
1915.Lubbock city, Texas*
1916.Lubbock County, Texas*
1917.Lufkin city, Texas*
1918.Madison County, Texas
1919.Mansfield city, Texas*
1920.Matagorda County, Texas*
1921.McAllen city, Texas*
1922.McKinney city, Texas*
1923.Medina County, Texas*
1924.Mesquite city, Texas*
1925.Midland city, Texas*
1926.Midland County, Texas*
1927.Midlothian city, Texas*
1928.Milam County, Texas
1929.Mission city, Texas*
1930.Missouri City city, Texas*
1931.Morris County, Texas
1932.Nacogdoches city, Texas*

Page 1715 of 2516 ends

WITH TECHNICAL CORRECTIONS 02.03.2023
W-25
1933.Nacogdoches County, Texas*
1934.Navarro County, Texas*
1935.New Braunfels city, Texas*
1936.Newton County, Texas
1937.Nolan County, Texas
1938.North Richland Hills city, Texas*
1939.Nueces County, Texas*
1940.Odessa city, Texas*
1941.Orange County, Texas*
1942.Panola County, Texas
1943.Parker County, Texas*
1944.Pasadena city, Texas*
1945.Pearland city, Texas*
1946.Pflugerville city, Texas*
1947.Pharr city, Texas*
1948.Plano city, Texas*
1949.Port Arthur city, Texas*
1950.Potter County, Texas*
1951.Randall County, Texas*
1952.Red River County, Texas
1953.Richardson city, Texas*
1954.Robertson County, Texas
1955.Rockwall city, Texas*
1956.Rosenberg city, Texas*
1957.Round Rock city, Texas*
1958.Rowlett city, Texas*
1959.San Angelo city, Texas*
1960.San Juan city, Texas*
1961.San Marcos city, Texas*
1962.San Patricio County, Texas*
1963.Schertz city, Texas*
1964.Shelby County, Texas
1965.Sherman city, Texas*
1966.Socorro city, Texas*
1967.Southlake city, Texas*
1968.Starr County, Texas*
1969.Sugar Land city, Texas*
1970.Taylor County, Texas*
1971.Temple city, Texas*
1972.Texarkana city, Texas*
1973.Texas City city, Texas*
1974.The Colony city, Texas*
1975.Tom Green County, Texas*
1976.Travis County, Texas*
1977.Trinity County, Texas
1978.Tyler city, Texas*
1979.Upshur County, Texas*
1980.Uvalde County, Texas
1981.Val Verde County, Texas*
1982.Van Zandt County, Texas*
1983.Victoria city, Texas*
1984.Victoria County, Texas*
1985.Waco city, Texas*
1986.Waller County, Texas*
1987.Washington County, Texas*
1988.Waxahachie city, Texas*
1989.Weatherford city, Texas*
1990.Weslaco city, Texas*
1991.Wharton County, Texas*
1992.Wichita Falls city, Texas*
1993.Wilson County, Texas*
1994.Wise County, Texas*
1995.Wood County, Texas*
1996.Wylie city, Texas*
1997.American Fork city, Utah*
1998.Bountiful city, Utah*
1999.Box Elder County, Utah*
2000.Carbon County, Utah
2001.Cedar City city, Utah*
2002.Clearfield city, Utah*
2003.Cottonwood Heights city, Utah*
2004.Davis County, Utah*
2005.Draper city, Utah*
2006.Duchesne County, Utah
2007.Eagle Mountain city, Utah*
2008.Emery County, Utah
2009.Herriman city, Utah*
2010.Holladay city, Utah*
2011.Iron County, Utah*
2012.Juab County, Utah
2013.Kaysville city, Utah*
2014.Kearns metro township, Utah*
2015.Layton city, Utah*
2016.Lehi city, Utah*
2017.Logan city, Utah*
2018.Midvale city, Utah*

Page 1716 of 2516 ends

WITH TECHNICAL CORRECTIONS 02.03.2023
W-26
2019.Millard County, Utah
2020.Millcreek city, Utah*
2021.Murray city, Utah*
2022.Ogden city, Utah*
2023.Orem city, Utah*
2024.Pleasant Grove city, Utah*
2025.Provo city, Utah*
2026.Riverton city, Utah*
2027.Roy city, Utah*
2028.Salt Lake City city, Utah*
2029.Salt Lake County, Utah*
2030.San Juan County, Utah
2031.Sandy city, Utah*
2032.Sanpete County, Utah*
2033.Saratoga Springs city, Utah*
2034.South Jordan city, Utah*
2035.Spanish Fork city, Utah*
2036.Springville city, Utah*
2037.St. George city, Utah*
2038.Syracuse city, Utah*
2039.Taylorsville city, Utah*
2040.Tooele city, Utah*
2041.West Jordan city, Utah*
2042.West Valley City city, Utah*
2043.Addison County, Vermont*
2044.Bennington County, Vermont*
2045.Brattleboro town, Vermont
2046.Burlington city, Vermont*
2047.Chittenden County, Vermont*
2048.Franklin County, Vermont*
2049.Rutland County, Vermont*
2050.Washington County, Vermont*
2051.Windham County, Vermont*
2052.Windsor County, Vermont*
2053.Albemarle County, Virginia*
2054.Augusta County, Virginia*
2055.Bedford County, Virginia*
2056.Blacksburg town, Virginia*
2057.Campbell County, Virginia*
2058.Caroline County, Virginia*
2059.Charlottesville city, Virginia*
2060.Gloucester County, Virginia*
2061.Grayson County, Virginia
2062.Hampton city, Virginia*
2063.Hanover County, Virginia*
2064.Harrisonburg city, Virginia*
2065.James City County, Virginia*
2066.Leesburg town, Virginia*
2067.Lynchburg city, Virginia*
2068.Manassas city, Virginia*
2069.Newport News city, Virginia*
2070.Orange County, Virginia*
2071.Petersburg city, Virginia*
2072.Rockingham County, Virginia*
2073.Russell County, Virginia
2074.Spotsylvania County, Virginia*
2075.Suffolk city, Virginia*
2076.York County, Virginia*
2077.Anacortes city, Washington
2078.Auburn city, Washington*
2079.Bellevue city, Washington*
2080.Bellingham city, Washington*
2081.Benton County, Washington*
2082.Bothell city, Washington*
2083.Bremerton city, Washington*
2084.Burien city, Washington*
2085.Clallam County, Washington*
2086.Clark County, Washington*
2087.Cowlitz County, Washington*
2088.Des Moines city, Washington*
2089.Douglas County, Washington*
2090.Edmonds city, Washington*
2091.Everett city, Washington*
2092.Federal Way city, Washington*
2093.Grant County, Washington*
2094.Grays Harbor County, Washington*
2095.Issaquah city, Washington*
2096.Kennewick city, Washington*
2097.Kent city, Washington*
2098.Kirkland city, Washington*
2099.Kittitas County, Washington*
2100.Lacey city, Washington*
2101.Lake Stevens city, Washington*
2102.Lakewood city, Washington*
2103.Lincoln County, Washington
2104.Longview city, Washington*

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W-27
2105.Lynnwood city, Washington*
2106.Marysville city, Washington*
2107.Mason County, Washington*
2108.Mount Vernon city, Washington*
2109.Okanogan County, Washington*
2110.Olympia city, Washington*
2111.Pasco city, Washington*
2112.Pullman city, Washington*
2113.Puyallup city, Washington*
2114.Redmond city, Washington*
2115.Renton city, Washington*
2116.Richland city, Washington*
2117.Sammamish city, Washington*
2118.San Juan County, Washington
2119.Seattle city, Washington*
2120.Sedro-Woolley city, Washington
2121.Shoreline city, Washington*
2122.Skagit County, Washington*
2123.Snohomish County, Washington*
2124.Spokane Valley city, Washington*
2125.Stevens County, Washington*
2126.University Place city, Washington*
2127.Vancouver city, Washington*
2128.Walla Walla city, Washington*
2129.Wenatchee city, Washington*
2130.Whitman County, Washington*
2131.Yakima city, Washington*
2132.Yakima County, Washington*
2133.Appleton city, Wisconsin*
2134.Beloit city, Wisconsin*
2135.Brookfield city, Wisconsin*
2136.Eau Claire city, Wisconsin*
2137.Fitchburg city, Wisconsin*
2138.Fond du Lac city, Wisconsin*
2139.Green Bay city, Wisconsin*
2140.Janesville city, Wisconsin*
2141.La Crosse city, Wisconsin*
2142.Madison city, Wisconsin*
2143.Manitowoc city, Wisconsin*
2144.Menomonee Falls village,
Wisconsin*
2145.Mount Pleasant village, Wisconsin
2146.New Berlin city, Wisconsin*
2147.Oshkosh city, Wisconsin*
2148.Polk County, Wisconsin*
2149.Racine city, Wisconsin*
2150.Sheboygan city, Wisconsin*
2151.Sun Prairie city, Wisconsin*
2152.Wausau city, Wisconsin*
2153.Wauwatosa city, Wisconsin*
2154.West Bend city, Wisconsin*
2155.Albany County, Wyoming*
2156.Campbell County, Wyoming*
2157.Carbon County, Wyoming
2158.Casper city, Wyoming*
2159.Cheyenne city, Wyoming*
2160.Fremont County, Wyoming*
2161.Gillette city, Wyoming*
2162.Green River city, Wyoming
2163.Laramie city, Wyoming*
2164.Laramie County, Wyoming*
2165.Natrona County, Wyoming*
2166.Riverton city, Wyoming
2167.Rock Springs city, Wyoming
2168.Sheridan County, Wyoming*
2169.Sweetwater County, Wyoming*

Page 1718 of 2516 ends

WITH TECHNICAL CORRECTIONS 02.03.2023
X-1

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

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1 December 20, 2022

TEVA GLOBAL OPIOID SETTLEMENT AGREEMENT

I. Definitions ........................................................................................................................................ 2 II. Participation by States and Condition to Preliminary Agreement ........................................... 17 III. Cessation of Litigation Activities ................................................................................................. 18 IV. Injunctive Relief ............................................................................................................................ 19 V. Release ............................................................................................................................................ 19 VI. Monetary Relief Overview and Maximum Payments ................................................................ 24 VII. Annual Payments to Settlement Fund ......................................................................................... 25 VIII. Allocation and Use of Settlement Funds ..................................................................................... 36 IX. Settlement Product ........................................................................................................................ 43 X. Participation by Subdivisions and Special Districts .................................................................. 44 XI. Condition to Effectiveness of Agreement and Filing of Consent Judgment ............................ 48 XII. Potential Payment Adjustments................................................................................................... 49 XIII. Additional Restitution Amount .................................................................................................... 50 XIV. Plaintiffs’ Attorneys’ Fees and Costs .......................................................................................... 50 XV. Enforcement and Dispute Resolution .......................................................................................... 50 XVI. Miscellaneous ................................................................................................................................. 56

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2 December 20, 2022

TEVA GLOBAL OPIOID SETTLEMENT AGREEMENT

Whereas, the Settling States, Participating Subdivisions, Participating Special Districts, and Teva (as those terms are defined below) share a common desire to resolve disputes between them relating to opioid medications according to the terms set out in this agreement dated as of November 22, 2022 (the “Agreement”);

Whereas, the Parties, Participating Subdivisions, and Participating Special Districts agree and understand that upon satisfaction of the conditions set forth in Sections II and XI, this Agreement will be binding on the Settling States, Teva, Participating Subdivisions, and Participating Special Districts;

Whereas, the Parties, Participating Subdivisions, and Participating Special Districts agree and understand that this Agreement will then be filed as part of Consent Judgments in the respective courts of each of the Settling States, pursuant to the terms set forth in Section III;

Whereas, the Parties, Participating Subdivisions, and Participating Special Districts agree and understand that they shall at all times act in good faith to implement and execute their obligations under this Agreement and shall not act in any way to purposefully frustrate the right of any party to receive the benefits due under the Agreement;

Whereas, it is recognized that Naloxone Hydrochloride Nasal Spray is a medication that counteracts the life-threatening effects of opioid overdose and significantly reduces opioid- overdose mortality;

Whereas, the Parties, Participating Subdivisions, and Participating Special Districts to this Agreement now desire to avoid further expense and proceedings and to settle their disputes under the terms and conditions of this Agreement as set forth below;

NOW, THEREFORE, IT IS HEREBY AGREED by and between the Parties, Participating Subdivisions, and Participating Special Districts by and through their respective counsel, as follows:

I. Definitions
Unless otherwise specified, the following definitions apply:

1. “Abatement Accounts Fund” means a component of the Settlement Fund described in subsection VIII.F.

2. “Actavis Generic Entities” means Actavis LLC (f/k/a Actavis Inc.), Actavis Elizabeth LLC, Actavis Kadian LLC, Actavis Pharma, Inc. (f/k/a Watson Pharma, Inc.), Actavis Kadian LLC, Actavis Laboratories UT, Inc. (f/k/a Watson Laboratories, Inc. - Utah), Actavis Mid Atlantic LLC, Actavis Totowa LLC, Actavis Laboratories FL, Inc. (f/k/a Watson Laboratories, Inc. - Florida), Actavis South Atlantic LLC, Warner Chilcott Company LLC, and Watson Laboratories, Inc.

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3 December 20, 2022

3. “Additional Restitution Amount” means the amount available to Settling States listed in Exhibit M-3 of $28,669,762.00.

4. “Agreement” means this Teva Global Opioid Agreement, inclusive of all exhibits.

5. “Alleged Harms” means the alleged past, present, and future financial or societal and related expenditures arising out of the alleged misuse and abuse of opioid products, non-exclusive examples of which are described in the documents listed on Exhibit A, that have allegedly arisen as a result of the physical and bodily injuries sustained by individuals suffering from opioid-related addiction, abuse, death, and other related diseases and disorders, and that have allegedly been caused by Teva.

6. “Allergan” means Allergan Finance, LLC (f/k/a Actavis, Inc., which, in turn, was f/k/a/ Watson Pharmaceuticals, Inc.) and Allergan Limited (f/k/a Allergan plc, which, in turn, was f/k/a Actavis plc).

7. “Allergan Global Opioid Settlement Agreement” means the settlement agreement between and among States, Participating Subdivisions, Participating Special Districts, and Allergan to resolve opioid-related Claims against Allergan and other released entities (as defined therein).

8. “Allocation Statute” means a state law that governs allocation, distribution, and/or use of some or all of the Settlement Fund amounts allocated to that State and/or its Subdivisions and/or its Special Districts. In addition to modifying the allocation, as set forth in subsection VIII.E.2, an Allocation Statute may, without limitation, contain a Statutory Trust, further restrict expenditure of funds, form an advisory committee, establish oversight and reporting requirements, or address other default provisions and other matters related to the funds. An Allocation Statute is not required to address all three (3) types of funds comprising the Settlement Fund or all default provisions.

9. “Annual Payment” means the total amount of the Net Abatement Amount payable into the Settlement Fund by Teva on each Payment Date (including the Initial Year Payment), as calculated by the Settlement Fund Administrator pursuant to subsection VII.B.4 or agreed to pursuant to subsection VII.B.5, which shall not exceed the maximum payment for any given year as set forth in Exhibit M-1. This term does not include the Additional Restitution Amount, the Settlement Product Cash Conversion Amount, or amounts paid pursuant to Section XIV.

10. “Appropriate Official” means the official defined in subsection XVI.F.3.

11. “Attorney Fee and Cost Payment” means the total amount of the Global Settlement Attorney Fee Amount payable by Teva on the Payment Date of each year into the (1) Attorney Fee and Cost Fund, described in Exhibit R, (2) the State Cost Fund described in Exhibit S, and (3) the State Outside Counsel Fee Fund described in Exhibit T, for attorneys’ fees, expenses, and costs of the Settling States, and Participating Subdivisions.

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4 December 20, 2022

12. “Attorney Fee and Cost Fund” means an account consisting of $331,295,027.54 to pay attorneys’ fees and costs of Litigating Subdivisions that become Participating Subdivisions and the MDL Expense Fund amounts pursuant to the agreement on attorneys’ fees and costs attached as Exhibit R.

13. “Bar” means either (1) a ruling by the highest court of the State, or the intermediate court of appeals when not subject to further review by the highest court of the State in a State with a single intermediate court of appeals, setting forth the general principle that no Subdivisions or Special Districts in the State may maintain Released Claims against Released Entities, whether on the ground of the Agreement (or the release in it) or otherwise; (2) a law barring Subdivisions and Special Districts in the State from maintaining or asserting Released Claims against Released Entities (either through a direct bar or through a grant of authority to release claims and that authority is exercised in full); or (3) a Settlement Class Resolution in the State with full force and effect. For the avoidance of doubt, a law or ruling that is conditioned or predicated upon payment by a Released Entity (apart from payments by Teva incurred under the Agreement) shall not constitute a Bar.

14. “Base Payment” means the payments made pursuant to subsection VII.D.

15. “Case-Specific Resolution” means either (1) a law barring specified Subdivisions or Special Districts from maintaining Released Claims against Released Entities (either through a direct Bar or through a grant of authority to release claims and that authority is exercised in full) or (2) a ruling by a court of competent jurisdiction over a particular Subdivision or Special District that has the legal effect of barring the Subdivision or Special District from maintaining any Released Claims at issue against Released Entities, whether on the ground of the Agreement (or the release in it) or otherwise. For the avoidance of doubt, a law, ruling, or release that is conditioned or predicated upon a post-Effective Date payment by a Released Entity (apart from payments by Teva incurred under the Agreement or injunctive relief obligations incurred by it) shall not constitute a Case-Specific Resolution.

16. “Claim” means any past, present or future cause of action, claim for relief, cross- claim or counterclaim, theory of liability, demand, derivative claim, request, assessment, charge, covenant, damage, debt, lien, loss, fine, penalty, restitution, reimbursement, disgorgement, expenses, judgment, right, obligation, dispute, suit, contract, controversy, agreement, parens patriae claim, promise, performance, warranty, omission, or grievance of any nature whatsoever, whether legal, equitable, statutory, regulatory or administrative, whether arising under federal, state or local common law, statute, regulation, guidance, ordinance or principles of equity, whether filed or unfiled, whether asserted or unasserted, whether known or unknown, whether accrued or unaccrued, whether foreseen, unforeseen or unforeseeable, whether discovered or undiscovered, whether suspected or unsuspected, whether fixed or contingent, and whether existing or hereafter arising, in all such cases, including but not limited to any request for declaratory, injunctive, or equitable relief, compensatory, punitive, or statutory damages, absolute liability, strict liability, restitution, subrogation, contribution, indemnity, apportionment, disgorgement, reimbursement, attorney fees, expert fees, consultant fees, fines,

Page 1723 of 2516 ends

5 December 20, 2022
penalties, expenses, costs or any other legal, equitable, civil, administrative, or regulatory remedy whatsoever. Claim does not include any individuals’ personal injury or wrongful death cause of action.

17. “Claim Over” means a Claim asserted by a Non-Released Entity against a Released Entity on the basis of contribution, indemnity, or other claim-over on any theory relating to a Non-Party Covered Conduct Claim asserted by a Releasor.

18. “Compensatory Restitution Amount” means the aggregate amount of payments by Teva hereunder other than amounts paid as attorneys’ fees and costs or identified pursuant to subsection VIII.C as being used to pay attorneys’ fees and investigation costs or litigation costs, plus the actual aggregate cost of Settlement Product provided to the Settling States by Teva.

19. “Consent Judgment” means a state-specific consent judgment, the general terms of which shall be agreed by the Settling States and Teva prior to the Reference Date and shall include (1) approval of this Agreement and (2) the release set forth in Section V, including the full and final resolution of any Released Claims that the Settling State has brought against Released Entities.

20. “Court” means the respective court for each Settling State to which the Agreement and the Consent Judgment are presented for approval and/or entry as to that Settling State, or the Northern District of Ohio for purposes of administering the Attorney Fee and Cost Fund and any related fee and cost agreements.

21. “Covered Conduct” means any actual or alleged act, failure to act, negligence, statement, error, omission, breach of any duty, conduct, event, transaction, agreement, service, work, misstatement, misleading statement, or other activity of any kind whatsoever from the beginning of time through the Reference Date of this Agreement (and any past, present, or future consequence of any such act, failure to act, negligence, statement, error, omission, breach of duty, conduct, event, transaction, agreement, service, work, misstatement, misleading statement, or other activity) arising from or relating in any way to (a) the availability, discovery, research, development, manufacture, packaging, repackaging, marketing, promotion, advertising, labeling, relabeling, recall, withdrawal, distribution, delivery, monitoring, reporting, supply, sale, prescribing, dispensing, physical security, warehousing, use or abuse of, or operating procedures relating to, any Product, or any system, plan, policy, procedure, or advocacy relating to any Product or class of Products, including, but not limited to, any unbranded or branded promotion, marketing, or advertising, unbranded information, patient support or assistance, educational programs, consultancy, research, or other programs, campaigns, lobbying, or grants, sponsorships, charitable donations, or other funding relating to any Product or class of Products; (b) the characteristics, properties, risks, or benefits of any Product or class of Products; (c) the monitoring, reporting, disclosure, non-monitoring, non-reporting, or non-disclosure to federal, state, or other regulators of orders for any Product or class of Products; (d) the selective breeding, harvesting, extracting, purifying, exporting, importing, applying for quota for, procuring quota for, handling, promoting, manufacturing, processing,

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6 December 20, 2022
packaging, supplying, distributing, converting, or selling of, or otherwise engaging in any activity relating to, precursor or component Products, including but not limited to natural, synthetic, semi-synthetic, or chemical raw materials, starting materials, finished active pharmaceutical ingredients, drug substances, or any related intermediate Products; or (e) diversion control programs or suspicious order monitoring related to any Product. The foregoing is not intended to apply to claims alleging contamination of products.

22. “Covered Special District” means a Special District that is (1) a school district with K-12 student enrollment of at least 25,000 or 0.12% of a State’s population, whichever is greater; (2) a fire district that covers a population of 25,000, or 0.20% of a State’s population if a State’s population is greater than 18 million (though, if a fire district’s population is not easily calculable from state data sources and agreed to between the State and Teva, it is calculated by dividing the population of the county or counties a fire district serves by the number of fire districts in the county or counties); or (3) a healthcare district or hospital district with at least 125 hospital beds in one or more hospitals rendering services in that district.

23. “Designated State” means New York.

24. “Effective Date” means the date sixty (60) days after the Reference Date.

25. “Eligible State” means a State that is not a Prior Settling State and is thus eligible to participate in this Agreement and become a Settling State.

26. “Enforcement Committee” means a committee consisting of representatives of the Settling States and of the Participating Subdivisions. Exhibit B contains the organizational bylaws of the Enforcement Committee. Notice pursuant to subsection XVI.P shall be provided when there are changes in membership or contact information.

27. “Exhibit G Participant” means a Participating Subdivision or Participating Special District that appears in Exhibit G at the relevant point in time. Nothing about the use of the term Exhibit G Participant changes the ability to amend the list of entities listed on Exhibit G pursuant to this Agreement.

28. “Force Majeure Event” means any event reasonably beyond the control of Teva that prevents Teva from manufacturing or distributing Settlement Product, including wars, hostilities, revolution, riots, civil commotion, national emergency, unavailability of supplies, epidemics, fire, flood, earthquake, force of nature, explosion, terrorist act, embargo, or any act of God, or any law, regulation, ordinance, or other act or order of any court or governmental authority.

29. “Global Settlement Abatement Amount” means the total abatement amount of $3,611,561,762.00. (This figure does not reflect the application of the Prior Settlements Credit or potential offsets. It also does not include amounts paid to the Additional Restitution Amount, which may be used for abatement.)

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7 December 20, 2022

30. “Global Settlement Amount” means $4,246,567,371.76 and consists of the Global Settlement Abatement Amount, the Global Settlement Attorney Fee Amount, the Additional Restitution Amount, and the Settlement Product Cash Conversion Amount.

31. “Global Settlement Attorney Fee Amount” means $366,335,847.76, which consists of the Attorney Fee and Cost Fund, the State Outside Counsel Fee Fund, and the State Cost Fund.

32. “Implementation Administrator” means the vendor agreed to by the Parties and retained by Teva and Allergan to provide notice pursuant to subsection X.A and to manage the initial joinder period for Subdivisions and Special Districts, including the issuance and receipt of Settlement Participation Forms.

33. “Implementation Costs” means the costs for the Implementation Administrator, which shall be paid for pursuant to subsection VI.C.

34. “Incentive A” means the incentive payment described in subsection VII.E.5.

35. “Incentive B” means the incentive payment described in subsection VII.E.6.

36. “Incentive C” means the incentive payment described in subsection VII.E.7.

37. “Incentive D” means the incentive payment described in subsection VII.E.8.

38. “Incentive Payment” means the payments made pursuant to subsection VII.E.

39. “Initial Participating Special District” means a Special District that meets the requirements set forth in subsection X.L.

40. “Initial Participating Subdivision” means a Subdivision that meets the requirements set forth in subsection X.D.

41. “Initial Participation Date” means the date ninety (90) days after the Preliminary Agreement Date, unless it is extended by written agreement of Teva and the Enforcement Committee.

42. “Initial Year Payment” means the first Annual Payment of the Net Abatement Amount payable into the Settlement Fund by Teva on the Payment Date as calculated by the Settlement Fund Administrator pursuant to subsection VII.B.4 or agreed to pursuant to subsection VII.B.5, which shall not exceed the maximum payment for the Initial Year Payment as set forth in Exhibit M-1.

43. “Injunctive Relief Terms” means the terms described in Section IV and set forth in Exhibit P.

44. “Later Litigating Special District” means a Special District (or Special District official asserting the right of or for the Special District to recover for Alleged Harms to the Special District and/or the people thereof) that is not a Litigating Special

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8 December 20, 2022
District and that files a lawsuit bringing a Released Claim against a Released Entity, or that adds such a Claim to a pre-existing lawsuit, after the Preliminary Agreement Date. It may also include a Litigating Special District whose Claims were resolved by a Bar or Case-Specific Resolution, which is later revoked following the execution date of this Agreement, when such Litigating Special District takes any affirmative step in its lawsuit other than seeking a stay, removal or dismissal with prejudice.

45. “Later Litigating Subdivision” means a Subdivision (or Subdivision official asserting the right of or for the Subdivision to recover for Alleged Harms to the Subdivision and/or the people thereof) that is not a Litigating Subdivision and that files a lawsuit bringing a Released Claim against a Released Entity, or that adds such a Claim to a pre-existing lawsuit, after the Preliminary Agreement Date. It may also include a Litigating Subdivision whose Claims were resolved by a Bar or Case-Specific Resolution, which is later revoked following the execution date of this Agreement, when such Litigating Subdivision takes any affirmative step in its lawsuit other than seeking a stay, removal, or dismissal with prejudice.

46. “Later Participating Special District” means a Participating Special District that meets the requirements of subsection X.M but is not an Initial Participating Special District.

47. “Later Participating Subdivision” means a Participating Subdivision that meets the requirements of subsection X.E but is not an Initial Participating Subdivision.

48. “Litigating Special District” means a Special District (or Special District official asserting the right of or for the Special District to recover for Alleged Harms to the Special District and/or the people thereof) that brought any Released Claims against any Released Entities on or before the Preliminary Agreement Date that were not separately resolved prior to that date. Exhibit C includes an agreed list of the Litigating Special Districts. Exhibit C will be updated (including with any corrections) periodically, and a final version of Exhibit C will be attached hereto as of the Effective Date.

49. “Litigating Subdivision” means a Subdivision (or Subdivision official asserting the right of or for the Subdivision to recover for Alleged Harms to the Subdivision and/or the people thereof) that brought any Released Claims against any Released Entities on or before the Preliminary Agreement Date that were not separately resolved prior to that date. A Prior Settling Subdivision shall not be considered a Litigating Subdivision. Exhibit C includes an agreed list of the Litigating Subdivisions. Exhibit C will be updated (including with any corrections) periodically, and a final version of Exhibit C will be attached hereto as of the Effective Date.

50. “National Arbitration Panel” means the panel described in subsection XV.G.4.

51. “National Disputes” means the disputes described in subsection XV.G.4.a.

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52. “Net Abatement Amount” means $2,945,529,111.00, which is the Global Settlement Abatement Amount adjusted for the Prior Settlements Credit pursuant to subsection VII.C.2.

53. “Non-Litigating Covered Special District” means a Covered Special District that is not a Litigating Special District.

54. “Non-Litigating Special District” means a Special District that is neither a Litigating Special District nor a Later Litigating Special District.

55. “Non-Litigating Subdivision” means a Subdivision that is not (1) a Litigating Subdivision, (2) a Later Litigating Subdivision, or (3) a Prior Settling Subdivision.

56. “Non-Participating Special District” means a Special District that is not a Participating Special District.

57. “Non-Participating Subdivision” means a Subdivision that is not a Participating Subdivision. For the avoidance of doubt, Non-Participating Subdivision also includes Prior Settling Subdivisions.

58. “Non-Party Covered Conduct Claim” means a Claim against any Non-Released Entity involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity).

59. “Non-Party Settlement” means a settlement by any Releasor that settles any Non- Party Covered Conduct Claim and includes a release of any Non-Released Entity.

60. “Non-Released Entity” means an entity that is not a Released Entity.

61. “Non-Settling State” means a State that is an Eligible State but not a Settling State.

62. “Opioid Remediation” means care, treatment, and other programs and expenditures (including reimbursement for past such programs or expenditures except where this Agreement restricts the use of funds solely to future Opioid Remediation) designed to (1) address the misuse and abuse of opioid products, (2) treat or mitigate opioid use or related disorders, or (3) mitigate other alleged effects of the opioid abuse crisis, including on those injured as a result of the opioid abuse crisis. Exhibit E provides a non-exhaustive list of expenditures that qualify as being paid for Opioid Remediation. Qualifying expenditures may include reasonable related administrative expenses.

63. “Participating Special District” means a Special District that signs the Settlement Participation Form annexed hereto as Exhibit K and meets the requirements for becoming a Participating Special District under Section X. Participating Special Districts include both Initial Participating Special Districts and Later Participating Special Districts.

64. “Participating Subdivision” means a Subdivision that signs a Settlement Participation Form annexed hereto as Exhibit K and meets requirements for

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becoming a Participating Subdivision under Section X. Participating Subdivisions include both Initial Participating Subdivisions and Later Participating Subdivisions.

65. “Parties” means Teva and the Settling States (each, a “Party”).

66. “Payment Date” means the date on which Teva makes its Annual Payments (including its Initial Year Payment), Additional Restitution Payments, Settlement Product Cash Conversion Amount, and Attorney Fee and Cost Payments, pursuant to Section VII and XIII and Exhibit M. The first Payment Date is thirty (30) days after the Effective Date. The second Payment Date is July 15, 2024. The Payment Date is July 15 in all subsequent years.

67. “Payment Year” means the calendar year during which the applicable Annual Payment is due pursuant to subsection VII.B. Payment Year 1 is 2023, Payment Year 2 is 2024 and so forth. References to payment “for a Payment Year” mean the Annual Payment due that year. References to eligibility “for a Payment Year” mean eligibility in connection with the Annual Payment due during that year.

68. “Preliminary Agreement Date” means the date on which Teva gives notice to the Settling States and MDL Plaintiffs’ Executive Committee of its determination that a sufficient number of States have agreed to be Settling States to proceed with notice pursuant to subsection X.A. This date shall be no more than fourteen (14) days after the end of the notice period to States (as set forth in subsection II.A) unless it is extended by written agreement of Teva and the Enforcement Committee.

69. “Primary Subdivision” means a Subdivision that has a population of 30,000 or more. A list of Primary Subdivisions in each State is provided in Exhibit I, and such list shall be updated if any Primary Subdivision is inadvertently missed or included.

70. “Prior Settlements Credit” means the credit of $666,032,651.00, reflecting that the allocations for Prior Settling States and Prior Settling Subdivisions for Claims related to the Covered Conduct against Teva and/or other Released Entities were or will be separately settled. The credit is applied pursuant to subsection VI.A.1.

71. “Prior Settling State” means Florida, Louisiana, Rhode Island, Texas, and West Virginia and all Subdivisions and Special Districts within those States, and Oklahoma,1 whose Claims were released as part of those States’ settlements

72. “Prior Settling Subdivision” means the City and County of San Francisco, California, Cuyahoga County, Ohio, and Summit County, Ohio.

73. “Product” means any chemical substance, whether used for medicinal or non- medicinal purposes, and whether natural, synthetic, or semi-synthetic, or any

1 Claims of Oklahoma Subdivisions and Special Districts were not released as part of Teva’s settlement with Oklahoma and therefore have the opportunity to participate. Terms related to Oklahoma Subdivisions and Special Districts are to be addressed in Exhibit H, which shall be prepared by Teva and presented to the Oklahoma Subdivisions and Special Districts during the notice period to States.

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finished pharmaceutical product made from or with such substance, that is an opioid or opiate, as well as any product containing any such substance. It also includes: 1) the following when used in combination with opioids or opiates: benzodiazepine, carisoprodol, zolpidem, or gabapentin; and 2) a combination or “cocktail” of any stimulant or other chemical substance prescribed, sold, bought, or dispensed to be used together that includes opioids or opiates. For the avoidance of doubt, “Product” does not include benzodiazepine, carisoprodol, zolpidem, or gabapentin when not used in combination with opioids or opiates. “Product” includes but is not limited to any substance consisting of or containing buprenorphine, codeine, fentanyl, hydrocodone, hydromorphone, meperidine, methadone, morphine, naloxone, naltrexone, oxycodone, oxymorphone, pentazocine, propoxyphene, tapentadol, tramadol, opium, heroin, carfentanil, any variant of these substances, or any similar substance. “Product” also includes any natural, synthetic, semi- synthetic or chemical raw materials, starting materials, finished active pharmaceutical ingredients, drug substances, and any related intermediate products used or created in the manufacturing process for any of the substances described in the preceding sentence.

74. “Reference Date” means the date on which Teva is to inform the Settling States and MDL Plaintiffs’ Executive Committee of its determination whether there is sufficient resolution of Claims and potential Claims at the Subdivision level to go forward with the settlement. The Reference Date shall be no later than thirty (30) days after the Initial Participation Date, unless it is extended by written agreement of Teva and the Enforcement Committee.

75. “Released Claims” means any and all Claims that directly or indirectly are based on, arise out of, or in any way relate to or concern the Covered Conduct occurrin g prior to the Reference Date. Without limiting the foregoing, “Released Claims” include any Claims that have been asserted against the Released Entities by any Settling State or any of its Litigating Subdivisions or Litigating Special Districts in any federal, state or local action or proceeding (whether judicial, arbitral, or administrative) based on, relating to, in whole or in part, the Covered Conduct, or any such Claims that could be or could have been asserted now or in the future in those actions or in any comparable action or proceeding brought by a State, any of its Subdivisions or Special Districts, or any Releasors (whether or not such State, Subdivision, Special District, or Releasor has brought such action or proceeding).

Released Claims also include all Claims against Released Entities asserted in any proceeding to be dismissed pursuant to the Agreement, whether or not such claims relate to Covered Conduct. “Released Claims” shall be interpreted broadly. This Agreement does not release Claims by private individuals. Claims by private individuals shall be treated in accordance with applicable law. Released Claims is also used herein to describe Claims brought by a Later Litigating Subdivision or other non-party Subdivision or Special District that would have been Released Claims if they had been brought by a Releasor against a Released Entity.

76. “Released Entities” means Teva; and (1) all of Teva’s respective past and present direct or indirect parents, subsidiaries, divisions, affiliates, joint ventures (but excluding joint venture partners), predecessors, successors and assigns; (2) Teva’s

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Upland City CouncilMarch 27, 2023

Upland City Council
March 27, 2023