18 d.The Settlement Fund Administrator shall place any disputed amount of the preliminary amount paid by Walgreens into the Settlement Fund Escrow and shall disburse any undisputed amount to each Settling State and its Participating Subdivisions listed on Exhibit G pursuant to Section IV.C.4.
4.If a Settling State informs the Settlement Fund Administrator that it and its Participating Subdivisions listed on Exhibit G have agreed on the amount of its Statewide Payment Amount, determined pursuant to Section IV.C.2 or Section IV.C.3, to be distributed to the Settling State, among its separate types of funds (if applicable), and among its Participating Subdivisions listed on Exhibit G, the Settlement Fund Administrator shall disburse the Statewide Payment Amount pursuant to the consensus distribution amounts provided by the Settling State as quickly as practical. For a Settling State that does not so notify the Settlement Fund Administrator, the Settlement Fund Administrator shall allocate the Settling State’s Statewide Payment Amount, pursuant to Section V, among the separate types of funds for the Settling State (if applicable), and among its Participating Subdivisions listed on Exhibit G using the following procedures:
a.As soon as possible for each payment and following the determination described in Section IV.C.2 or Section IV.C.3, the Settlement Fund Administrator shall give notice to the relevant Settling States and their Participating Subdivisions listed on Exhibit G of the amount to be received by each Settling State, the amount to be received by the separate types of funds for each Settling State (if applicable), and the amount to be received by each Participating Subdivision listed on Exhibit G for each Settling State. b.Within twenty-one (21) days of the notice provided by the Settlement Fund Administrator, any Settling State or Participating Subdivision listed on Exhibit G may dispute, in writing, the calculation of the amount to be received by the relevant Settling State and/or its Participating Subdivision listed on Exhibit G. A dispute will be deemed invalid and disregarded if it challenges the allocations adopted by a State-Subdivision Agreement approved pursuant to the provisions of Exhibit O or by statute. Such disputing party must provide a written notice of dispute to the Settlement Fund Administrator, any affected Settling State, and any affected Participating Subdivision identifying the nature of the dispute, the amount of money that is disputed, and the Settling State(s) affected.
c.Within twenty-one (21) days of the sending of a written notice of dispute, any affected Settling State or any affected Participating Subdivision may submit a response, in writing, to the Settlement Fund Administrator, any affected Settling State and any affected Participating Subdivision identifying the basis for disagreement with the notice of dispute.
d.If no response is filed, the Settlement Fund Administrator shall adjust the amount calculated consistent with the written notice of dispute.
19 e.The Settlement Fund Administrator shall place any disputed amount into the Settlement Fund Escrow and shall disburse any undisputed amount to the Settling State and its Participating Subdivisions eligible for payment.
5.Disputes described in this subsection shall be resolved in accordance with the terms of Section VI.F.
6.The Settlement Fund Administrator may combine the disbursements of Annual Remediation Payments with disbursement of funds under other comparable opioid settlements. In determining when disbursements for each Annual Remediation Payment will be made, the Settlement Fund Administrator may take into account the timeline for the availability of disbursements under other comparable opioid settlements.
7.For the avoidance of doubt, a Subdivision not listed on Exhibit G shall not receive an allocation from the Subdivision Fund and no provision of this Agreement shall be interpreted to create such an entitlement.
D.Procedure for Annual Remediation Payment in Payment Year 1. The process described in Section IV.C shall not apply to Payment Year 1. The procedure in lieu of Section IV.C for Payment Year 1 is as set forth below:
1.The Payment Date for Payment Year 1 is December 31, 2022 or five (5) business days after the Preliminary Agreement Date, whichever is later. Walgreens shall pay into the Settlement Fund Escrow the total amount of the Base Payment for the Eligible States that have agreed to become Settling States, pursuant to Section II.A, as of December 31, 2022 or the Preliminary Agreement Date, whichever is later. This amount shall be calculated by multiplying the aggregate Overall Allocation Percentage attributable to Eligible States that have agreed to become Settling States by the amount specified in Exhibit M-2 for Payment Year 1. Walgreens shall inform the Enforcement Committee of the Statewide Payment Amount for each Eligible State that has agreed to become a Settling State as of December 31, 2022 or the Preliminary Agreement Date, whichever is later.
2.In the event that, in accordance with the terms of Section VIII.A, Walgreens determines not to proceed with the Settlement, or the Settlement does not become effective for any other reason, the funds held in the Settlement Fund Escrow shall immediately revert to Walgreens. If the condition set forth in Section VIII.A is met, Walgreens shall pay into the Settlement Fund Escrow, no later than five (5) business days after the Reference Date, the difference between the existing escrowed amount and the total amount of the Base Payment for the Settling States as of the Initial Participation Date, which shall be calculated by multiplying those Settling States’ Overall Allocation Percentage by the amount specified in Exhibit M-2 for Payment Year 1. Walgreens shall inform the Enforcement Committee of the Statewide Payment Amount for each Settling State with money included in the payment.
20 3.The Annual Remediation Payment for Payment Year 1 placed in the Settlement Fund Escrow pursuant to Section IV.D.1 or Section IV.D.2 shall be transferred by the Settlement Fund Administrator on the Effective Date from the Settlement Fund Escrow to the Settlement Fund for distribution to each Settling State and to its Initial Participating Subdivisions listed on Exhibit G pursuant to Section IV.C.4 through Section IV.C.7; provided, however, that for any Settling State where the Consent Judgment has not been entered as of the Effective Date, the funds allocable to that Settling State and its Participating Subdivisions listed on Exhibit G shall not be disbursed until ten (10) calendar days after the entry of the Consent Judgment in that State.
E.Payment Date for Payment Years 2 through 15. The Payment Date for Payment Year 2 is December 31, 2023. The Payment Date for Payment Year 3 is March 31, 2025, and the Payment Date for Payment Years 4 through 14 shall be each successive March 31. The Payment Date for Payment Year 15 is December 31, 2036. The Annual Remediation Payments for those Payment Years shall be made pursuant to the process set forth in Section IV.C.
F.Offsets to Annual Remediation Payments to the Settlement Fund for Non-Settling States. An offset equal to $4,788,165,456 times the Overall Allocation Percentage assigned to each Non-Settling State in Exhibit F-2 shall be deducted from the total amount to be paid by Walgreens to the Settlement Fund. For the avoidance of doubt, the Adjusted State Remediation Payment is calculated in a way that reflects this offset. The Base Payments and Incentive Payments are also subject to suspension, offset, and reduction as provided in Section IV.K, Section XI and Section XII.
G.Base Payments.
1.Subject to the offset and reduction provisions set forth in Section XI and Section XII, Walgreens shall make Base Payments into the Settlement Fund in an amount equal to forty-one percent (41%) of the Adjusted State Remediation Payment. The maximum total for Base Payments is $1,963,147,836. The Base Payments shall be due in installments consistent with Exhibit M-2 over the fifteen (15) Payment Years, subject to potential offsets for Non-Settling States as provided in Section IV.F.
2.The Base Payment for any Settling State in each Payment Year shall be the Base Payment for that Payment Year specified in Exhibit M-2 times the Settling State’s Overall Allocation Percentage specified in Exhibit F-2.
H.Incentive Payments.
1.Subject to the offset and reduction provisions set forth in Section XI and Section XII, Walgreens shall make potential additional incentive payments totaling up to a maximum of fifty-nine percent (59%) of the Adjusted State Remediation Payment, with the Incentive Payment amount depending on whether and the extent to which the criteria set forth below are met in each Settling State. The maximum total for Incentive Payments is $2,825,017,620.
21 2.A Settling State qualifies to receive Incentive Payments in addition to Base Payments if it meets the incentive eligibility requirements specified below. The maximum total Incentive Payment for any Settling State shall be no more than the maximum total for Incentive Payments listed in Section IV.H.1 times the Settling State’s Overall Allocation Percentage specified in Exhibit F-2. Incentive Payments are state-specific, with the actual amount depending on whether and the extent to which the criteria set forth below are met in such Settling State.
3.The incentive payments shall be divided among three (3) categories, referred to as Incentive Payments A, BC and D. Incentive Payments A and BC will be due in installments over the fourteen (14) Payment Years beginning with Payment Year 2, and Incentive Payment D will be due in installments over Payment Years 6 through 15, as shown on Exhibit M-2. The total amount of incentive payments in an Annual Remediation Payment shall be the sum of the incentive payments for which the individual Settling States are eligible for that Payment Year under the criteria set forth below. The incentive payments shall be made with respect to a specific Settling State based on its eligibility for that Payment Year under the criteria set forth below. For the avoidance of doubt, eligibility for Incentive Payments A, BC, and D shall be determined on a Settling State- by-Settling State basis.
4.Incentive Payment A.
a.Incentive Payment A is mutually exclusive with Incentive Payments BC and D; if a Settling State receives Incentive Payment A in an Annual Remediation Payment, such Settling State is not eligible for Incentive Payments BC or D in that Annual Remediation Payment.
b.Incentive Payment A shall be equal to fifty-nine percent (59%) of the Adjusted State Remediation Payment, provided all Settling States satisfy the requirements of Incentive Payment A. Incentive Payment A will be due to a Settling State as part of the Annual Remediation Payment over fourteen (14) Payment Years, starting in Annual Remediation Payment 2, and shall equal a total potential maximum of $2,825,017,620 if all states are eligible. Each Settling State’s share of Incentive Payment A in a given year, provided that Settling State is eligible, shall equal the total maximum amount available for Incentive Payment A for that year as reflected in Exhibit M-2 times the Settling State’s Overall Allocation Percentage.
c.Eligibility for Incentive Payment A is as follows: A Settling State is eligible for Incentive Payment A if, as of two (2) years of the Effective Date: (i) there is a Bar in that State in full force and effect, (ii) there is a Settlement Class Resolution in that State in full force and effect, (iii) the Released Claims of all of the following entities are released through the execution of Subdivision Settlement Participation Forms, or there is a Case-Specific Resolution against such entities: all Primary Subdivisions, Litigating Subdivisions, School Districts with a K-12 student enrollment of at least 25,000 or .10% of a State's population, whichever is greater, Hospital Districts that have at least one hundred twenty-five
22 (125) hospital beds in one or more hospitals rendering services in that district, and Primary Fire Districts; or (iv) a combination of the actions in clauses (i)-(iii) has achieved the same level of resolution of Claims by Subdivisions (e.g., a Bar against future litigation combined with full joinder by Litigating Subdivisions).
For the avoidance of doubt, subsection (iv) cannot be satisfied unless all Litigating Subdivisions are Participating Subdivisions or there is a Case-Specific Resolution against any such Subdivisions that are not Participating Subdivisions.
Walgreens and the Enforcement Committee shall meet and confer in order to agree on data sources for purposes of this Section prior to the Preliminary Agreement Date.
d.A Settling State that is not eligible for Incentive Payment A as of two (2) years after the Effective Date shall not be eligible for Incentive Payment A for that Payment Year or any subsequent Payment Years. e.Walgreens shall indicate before the Initial Participation Date whether existing legislation in a Settling State is sufficient to qualify as a Bar. f.If a Settling State is not eligible for Incentive Payment A as of the Payment Date for Payment Year 2, and becomes eligible for Incentive Payment A as of Payment Date for Payment Year 3, it shall receive the payment that it would have received for Incentive Payment A for Payment Year 2 (the “Incentive Payment A Catch-up Payment”) beginning on the Payment Date for Payment Year 3. If a Settling State is not eligible for Incentive Payment A as of the Payment Date for Payment Year 3, and becomes eligible for Incentive Payment A as two (2) years after the Effective Date, it shall receive the payment that it would have received for Incentive Payment A for Payment Years 2 and 3 (also an “Incentive Payment A Catch-up Payment”) beginning on the Payment Date for Payment Year 4. The Incentive A Catch-up Payment shall be reduced by any amounts paid to the Settling State under Incentives Payments B or C prior to the Settling State’s eligibility for Incentive Payment A. The Incentive Payment A Catch-up Payment is subject to the Annual Maximum as set forth in Section IV.B.2. In the event that the full amount of Incentive Payment A Catch-up Payments is limited by the Annual Maximum, the process set forth in Section IV.B.2 shall apply.
g.If Walgreens made a payment under Incentive Payment A solely on the basis of a Bar or Settlement Class Resolution in a Settling State and that Bar or Settlement Class Resolution is subsequently removed, revoked, rescinded, reversed, overruled, interpreted in a manner to limit the scope of the release, or otherwise deprived of force or effect in any material respect, that Settling State shall not be eligible for Incentive Payment A thereafter, unless the State requalifies for Incentive Payment A through any method pursuant to Section IV.H.4.b, in which case the Settling State shall be eligible for Incentive Payment A less any litigation fees and costs incurred by Walgreens in the interim, except that, if the re-imposition occurs after the completion of opening statements in a
23 trial involving a Released Claim, the Settling State shall not be eligible for Incentive Payment A (unless this exception is waived by Walgreens).
5.Incentive Payment BC.
a.Incentive Payment BC shall be available to Settling States that do not qualify for Incentive Payment A.
b.Incentive Payment BC shall be up to a maximum of fifty-six percent (56%) of the Settling State’s State Allocation. Incentive Payment A will be due to a Settling State as part of the Annual Remediation Payment over fourteen (14) Payment Years, starting in Annual Remediation Payment 2. Subject to Section IV.F, Incentive Payment BC shall equal a total potential maximum of $2,681,372,654 if all states are eligible.
c.A Settling State may earn Incentive Payment BC in Annual Remediation Payments 2 through 15 and may receive, when combined with the Settling State’s Base Payment, a maximum of up to ninety-seven 97% of the Settling State’s State Allocation. The maximum Incentive Payment BC for any Settling State in a given Payment Year shall be the Incentive Payment BC for that Payment Year specified in Exhibit M-2 times the Settling State’s Overall Allocation Percentage specified in Exhibit F-2, provided such Settling State becomes eligible for Incentive Payment BC by sixty (60) days before the Payment Date for Payment Year 6.
d.The amount of Incentive Payment BC for which a Settling State is eligible shall be determined based on the aggregate population of the Settling State’s Incentive BC Subdivisions that are Participating Subdivisions or have had their claims resolved through a Case-Specific Resolution, divided by the aggregate population of all the Settling State’s Incentive BC Subdivisions. The Settling State’s Incentive BC Subdivisions are (i) all Litigating Subdivisions (including School Districts and Special Districts) and (ii) all Non-Litigating Threshold Subdivisions (collectively, all Litigating Subdivisions and all Non- Litigating Threshold Subdivisions are “Incentive BC Subdivisions”). e.The percentage of the Settling State’s maximum Incentive Payment BC for the Payment Year provided by Section IV.H.5.c to which the Settling State is entitled shall be determined according to the table of Incentive BC payment levels below:
24 Participation Percentage of Incentive BC
Eligible Subdivision Population5
Incentive Payment BC Percentage
for the Relevant Payment Year
Less than 85% 0%
85% or more but less than 86% 3.57%
86% or more but less than 87% 8.93%
87% or more but less than 88% 14.29%
88% or more but less than 89% 19.64%
89% or more but less than 90% 25%
90% or more but less than 91% 30.36%
91% or more but less than 92% 35.71%
92% or more but less than 93% 41.07%
93% or more but less than 94% 46.43%
94% or more but less than 95% 51.79%
95% or more but less than 96% 60.71%
96% or more but less than 97% 68.75%
97% or more but less than 98% 76.79%
98% or more but less than 99% 84.82%
99% or more but less than 100% 92.86%
100% 100%
5 The “Participation Percentage of Incentive BC Eligible Subdivision Population” shall be determined by the aggregate population of the Settling State’s Incentive BC Subdivisions that are Participating Subdivisions, or have had their claims resolved through a Case-Specific Resolution, divided by the aggregate population of the Settling State’s Incentive BC Subdivisions. In calculating the Settling State’s population that resides in Incentive BC Subdivisions, the population of the Settling State’s Incentive BC Subdivisions shall be the sum of the population of all Incentive BC Subdivisions in the Settling State, notwithstanding that persons may be included within the population of more than one Incentive BC Subdivision. An individual Subdivision shall not be included more than once in the numerator, and shall not be included more than once in the denominator, of the calculation regardless if it (or any of its officials) is named as multiple plaintiffs in the same lawsuit; provided, however, that for the avoidance of doubt, no Subdivision will be excluded from the numerator or denominator under this sentence unless a Subdivision otherwise counted in the denominator has the authority to release the Claims (consistent with Section XI) of the Subdivision to be excluded.
25 f.For Payment Years 2-5, the percentage of the available Incentive Payment BC amount for which a Settling State is eligible will be based on the Participation Percentage of Incentive BC Eligible Subdivision Population as of sixty (60) days before the Payment Date. For Payment Years 6-15, the percentage of the available Incentive Payment BC amount for which a Settling State is eligible will be based on the Participation Percentage of Incentive BC Eligible Subdivision Population as of sixty (60) days before the Payment Date for Payment Year 6. If Incentive BC Eligible Subdivisions that have become Participating Subdivisions, or achieved Case-Specific Resolution status, collectively represent less than eighty-five percent (85%) of a Settling State’s Incentive BC Eligible Subdivision population by sixty (60) days before the Payment Date for Payment Year 6, the Settling State shall not receive any Incentive Payment BC.
g.If there are no Incentive BC Eligible Subdivisions in a Settling State, and that Settling State is otherwise eligible for Incentive Payment BC because it is not eligible for Incentive Payment A, that Settling State will receive its maximum Incentive Payment BC for that Annual Remediation Payment provided by Section IV.H.5.c.
6.Incentive Payment D.
a.Incentive Payment D shall be available to Settling States that do not qualify for Incentive Payment A.
b.Incentive Payment D shall be equal to up to a maximum of ten percent (10%) of the Adjusted State Remediation Payment, with the actual amount depending whether and the extent to which the criteria set forth below are met in each Settling State. The maximum total for Incentive Payment D is $478,816,550.6
c.Incentive Payment D shall be paid starting at Payment Year 6 and the amount of Incentive Payment D in Payment Years 6-15 will depend on (i) the Settling State’s eligibility as set out in Section IV.H.6.d and (ii) the Participation Percentage of Incentive BC Eligible Subdivision Population achieved by the Settling State as of sixty (60) days prior to the Payment Date for Payment Year 6. d.A Settling State is eligible for Incentive Payment D if no Later Litigating Subdivision (for purposes of Incentive Payment D, Later Litigating Subdivisions are limited to (i) a Primary Subdivision; (ii) a school district with a 6 The Incentive Payment BC table specified in Section IV.H.5.f and Incentive Payment D table specified in Section IV.H.6.e operate so that the combined amount of Incentive Payment BC and Incentive Payment D cannot exceed fifty-nine percent (59%) of the Adjusted State Remediation Payment over the term of the Agreement. Walgreens will have no obligation to pay more than $2,825,017,620 for the combined amounts of Incentive Payment BC and Incentive Payment D minus any offsets for Non-Settling States specified in Section IV.F.
26 K-12 student enrollment of at least 25,000 or 0.10% of the State’s population, whichever is greater; (iii) a health district or hospital district that has at least one hundred twenty-five (125) hospital beds in one or more hospitals rendering services in that district; and (iv) Primary Fire Districts) in that State has a lawsuit against a Released Entity survive more than six (6) months after denial in whole or in part of a Threshold Motion.
e.A Settling State’s eligibility for Incentive Payment D shall be determined as of sixty (60) calendar days prior to the Payment Date (“Incentive Payment D Look-Back Date”). If a Later Litigating Subdivision’s lawsuit in that State survives more than six (6) months after denial in whole or in part a Threshold Motion after that date, that State shall not be eligible for Incentive Payment D for the Payment Year in which that occurs and any subsequent Payment Year.
f.The Incentive Payment D for any Settling State eligible for Incentive Payment D in Payment Years 6-15 shall be equal to between three percent (3%) and ten percent (10%) of the of the State Remediation Payment times the Settling State’s Overall Allocation Percentage specified in Exhibit F-2.
The applicable percentage shall be determined based on the Participation Percentage of Incentive BC Eligible Subdivision Population achieved by the Settling State as of sixty (60) days prior to the Payment Date for Payment Year 6 as shown in the table below:
Participation Percentage of Incentive
BC Eligible Subdivision Population as
of sixty (60) days prior to the Payment
Date for Payment Year 6
Each Eligible Settling State’s
Applicable Incentive Payment
D Percentage
Participation of less than 95% 10% of State Allocation
Participation of 95% but less than 96%9% of State Allocation Participation of 96% but less than 97%8% of State Allocation Participation of 97% but less than 98%7% of State Allocation Participation of 98% but less than 99%6% of State Allocation Participation of 99% but less than 100%5% of State Allocation Participation of 100% 3% of State
Allocation
g.Incentive Payment D shall be paid in the installments of ten percent (10%) per year. In the event that the full amount of Incentive D is limited by the Annual Maximum, the process set forth in Section IV.B.2 shall apply.
Prior to making the Annual Remediation Payment for Payment Years 6 through 15, the Settlement Fund Administrator shall determine a Settling State’s eligibility for Incentive Payment D as of the Incentive Payment D Look-Back Date for that Payment Year. Prior to the Incentive Payment D Look-Back Date for each Payment Year, Walgreens may provide the Settlement Fund Administrator and the Enforcement Committee with notice identifying any Settling State(s) it
27 believes do not qualify for Incentive Payment D and information supporting its belief.
h.Notwithstanding Section IV.H.6.d and Section IV.H.6.e, a Settling State can become re-eligible for Incentive Payment D if the lawsuit that survived a Threshold Motion is dismissed pursuant to a later motion on grounds included in the Threshold Motion, in which case the Settling State shall be eligible for Incentive Payment D less any litigation fees and costs incurred by Walgreens in the interim, except that if the dismissal motion occurs after the completion of opening statements in such action, the Settling State shall not be eligible for Incentive Payment D.
I.In no event shall any Settling State receive Base Payments and Incentive Payments totaling more than one hundred percent (100%) of its respective Overall Allocation Percentage specified in Exhibit F-2 times the State Remediation Payment.
J.State Specific Agreements. Notwithstanding any other provision of this Agreement or any other agreement, in the event that: (1) Walgreens enters into an agreement with any Eligible State that resolves with finality such State’s Claims consistent with Section XI of this Agreement and such agreement has an effective date prior to the Effective Date of this Agreement (such agreement, a “State-Specific Agreement”) and (2) pursuant to the terms of the State-Specific Agreement, any payments, or any portion thereof, made by the Walgreens thereunder are made in lieu of any payments, or any portion thereof, to be made under this Agreement and Walgreens makes such a payment pursuant to the State-Specific Agreement, then Walgreens will reduce any payments allocable to such State (whether made to the Settlement Fund Escrow or the Settlement Fund) made pursuant to this Agreement in proportion to the Overall Allocation Percentage for such State.
K.Significant Financial Constraint.
1.Walgreens may suspend its payments if, as of thirty (30) calendar days preceding an annual Payment Date, Walgreens’ credit rating from one or more of the three nationally recognized rating agencies is below BBB- or Baa3, except if within the prior three (3) months it repurchased any shares (other than those shares required to make the Company’s compensation programs non-dilutive), funded new acquisitions with a purchase price greater than $250 million, or paid a dividend. Walgreens shall not utilize this provision until after payment of the first two Annual Remediation Payments.
2.The suspension shall last until thirty (30) days after Walgreens achieves a BBB- or Baa3 or higher credit rating from all nationally recognized rating agencies that rate Walgreens, at which point Walgreens shall make a payment equal to the lowest of the remaining Total Available Amount or one-thirtieth (1/30th) of the Total Available Amount (the “Post- Suspension Payment”).
3.Annual Remediation Payments and Annual Fees Payments shall be made on the schedule prescribed in Exhibit M-2 and Exhibit M-3 beginning in the Payment Year following the Post-Suspension Payment (i.e., if the last payment made pre-suspension was the Annual
28 Remediation Payment 6, the Post-Suspension Payment would be made on schedule for Annual Remediation Payment 7), but shall remain capped at one-thirtieth (1/30th) of the Total Available Amount for two Payment Years until and unless Walgreens’ credit rating from all of the three nationally recognized rating agencies that rate Walgreens increases to BBB or Baa2 (the “Reduced Payment Termination Date”).
4.If Walgreens has reason to believe that it will not be able to the Annual Remediation Payment or Annual Fees Payment for a Payment Year, it shall provide at least ninety (90) calendar days’ prior written notice to the Settlement Fund Administrator and Enforcement Committee (a “Deferred Payment Notice”). Any Deferred Payment Notice shall specify and include: (a) the gross amount of the payments owed, (b) the amount that Walgreens believes it will be unable to pay, (c) the accounting and audited financial documents upon which Walgreens relied for making this determination, and (d) any other relevant information for the Enforcement Committee to consider.
5.Deferrals and payments made pursuant to Section IV.K.2-3 will apply proportionally across Base Payments and Incentive Payments. For the avoidance of doubt, this Section IV.K applies fully to Payment Years after the first two (2) Annual Remediation Payment Dates, including the Base Payments and all Incentive Payments due pursuant to this Agreement during the Payment Year at issue.
6.Walgreens shall pay any amounts deferred due to suspension or reduced Post- Suspension Payments, including applicable interest, or before the Payment Date for Payment Year 15.
7.If Walgreens defers some or all of the payments due in a Payment Year pursuant to this Section IV.K, it shall not repurchase any shares (other than those shares required to make the Company’s compensation programs non-dilutive), or fund new acquisitions with a purchase price greater than $250 million during the deferral period or until the deferred amount is fully repaid with interest.
8.Any payments deferred under this Section IV.K shall bear interest at a 7% per annum.
9.In the event that Walgreens suspends and/or defers Annual Payments pursuant to Section IV.K.1-2, Walgreens shall repay the suspended and/or deferred payments as follows:
a.If Walgreens suspends payments for up to one year, it shall repay the suspended and/or deferred payments within three Payment Years after the Reduced Payment Termination Date. For each of those three Payment Years, Walgreens shall pay its Annual Remediation Payment and Annual Fee Payment, if applicable, plus the sum of (1) the amount of payments suspended pursuant to Section IV.K.1; (2) the amount of underpayments due to deferral pursuant to Section IV.K.2; and (3) interest pursuant to Section IV.K.8, divided by three or the remaining number of Payment Years, whichever is smaller.
29 b.If Walgreens suspends payments for longer than one year and up to three years, it shall repay the suspended and/or deferred payments within six Payment Years after the Reduced Payment Termination Date. For each of those six Payment Years, Walgreens shall pay its Annual Remediation Payment and Annual Fee Payment, if applicable, plus the sum of (1) the amount of payments suspended pursuant to Section IV.K.1; (2) the amount of underpayments due to deferral pursuant to Section IV.K.2; and (3) interest pursuant to Section IV.K.8, divided by six or the remaining number of Payment Years, whichever is smaller. c.If Walgreens suspends payments for longer than three years, it shall repay the suspended and/or deferred payments by no later than the Payment Date for Payment Year 15. For each of the remaining Payment Years, Walgreens shall pay its Annual Remediation Payment and Annual Fee Payment, if applicable, plus the sum of (1) the amount of payments suspended pursuant to Section IV.K.1; (2) the amount of underpayments due to deferral pursuant to Section IV.K.2; and (3) interest pursuant to Section IV.K.8, divided by the number of remaining Payment Years.
L.New York Prior Settlement Credit. Walgreens shall not be required to pay into the Settlement Fund 15.31% of New York’s State Allocation as otherwise calculated pursuant to this Section IV as a credit for Walgreens’ settlement with Suffolk and Nassau Counties in New York State. For the avoidance of doubt, this credit shall solely reduce the amount New York State and its Subdivisions would otherwise have received under this Agreement, and it shall not affect the amount received by any other Settling State or their Subdivisions.
V.Allocation and Use of Settlement Payments
A.Components of Settlement Fund. The Settlement Fund shall be funded by the Annual Remediation Payments and comprised of a Remediation Accounts Fund, a State Fund, and a Subdivision Fund for each Settling State. The payments made under Section IV into the Settlement Fund shall be initially allocated among those three (3) sub-funds and distributed and used as provided below. Payments placed into the Settlement Fund do not revert back to Walgreens.
B.Use of Settlement Payments.
1.It is the intent of the Parties that the payments disbursed from the Settlement Fund to Settling States and Participating Subdivisions be for Opioid Remediation, subject to exceptions that must be documented in accordance with Section V.B.2. In no event may less than ninety-five (95%) of Walgreens’ maximum amount of payments pursuant to Section IV as set forth on Exhibit M-2 over the entirety of all Payments Years (but not any single Payment Year) be spent on Opioid Remediation.
2.While disfavored by the Parties, a Settling State or a Participating Subdivision set forth on Exhibit G may use monies from the Settlement Fund (that have not been restricted by this Agreement solely to future Opioid Remediation) for purposes that do not qualify as Opioid Remediation. If, at any time, a Settling State or a Participating Subdivision set forth on Exhibit G
30 uses any monies from the Settlement Fund for a purpose that does not qualify as Opioid Remediation, such Settling State or Participating Subdivision set forth on Exhibit G shall identify such amounts and report to the Settlement Fund Administrator and Walgreens how such funds were used, including if used to pay attorneys' fees, investigation costs, litigation costs, or costs related to the operation and enforcement of this Agreement, respectively. It is the intent of the Parties that the reporting under this Section V.B.2 shall be available to the public. For the avoidance of doubt, (a) any amounts not identified under this Section V.B.2 as used to pay attorneys' fees, investigation costs, or litigation costs by December 15 each year shall be included in the Compensatory Restitution Amount for purposes of Section V.F and (b) Participating Subdivisions not listed on Exhibit G may only use monies from the Settlement Fund for purposes that qualify as Opioid Remediation.
C.Allocation of Settlement Fund. The allocation of the Settlement Fund allows for different approaches to be taken in different states, such as through a State-Subdivision Agreement. Given the uniqueness of States and their Subdivisions, Settling States and their Subdivisions are encouraged to enter into State-Subdivision Agreements in order to direct the allocation of their portion of the Settlement Fund. As set out below, the Settlement Fund Administrator will make an initial allocation to three (3) state-level sub-funds. The Settlement Fund Administrator will then, for each Settling State and its Participating Subdivisions, apply the terms of this Agreement and any relevant State-Subdivision Agreement, Statutory Trust, Allocation Statute, or voluntary redistribution of funds as set out below before disbursing the funds.
1.Base Payments. The Settlement Fund Administrator will allocate Base Payments under Section IV.G among the Settling States pursuant to Section IV.G.2. Base payments for each Settling State will then be allocated fifteen percent (15%) to its State Fund, seventy percent (70%) to its Remediation Accounts Fund, and fifteen percent (15%) to its Subdivision Fund.
Amounts may be reallocated and will be distributed as provided in Section V.D.
2.Incentive Payments. The Settlement Fund Administrator will treat Incentive Payments under Section IV.H on a State-specific basis. Incentive Payments for which a Settling State is eligible under Section IV.F will be allocated fifteen percent (15%) to its State Fund, seventy percent (70%) to its Remediation Accounts Fund, and fifteen percent (15%) to its Subdivision Fund. Amounts may be reallocated and will be distributed as provided in Section V.D.
3.Application of Adjustments. If a suspension, offset or reduction under Section XI or Section XII applies with respect to a Settling State, the suspension, offset or reduction shall be applied proportionally to all amounts that would otherwise be apportioned and distributed to the State Fund, the Remediation Accounts Fund, and the Subdivision Fund for that State.
4.Settlement Fund Administrator. Prior to the Initial Participation Date, Walgreens and the Enforcement Committee will agree to a detailed mechanism consistent with the foregoing for the Settlement Fund Administrator to follow in allocating, apportioning, and distributing payments, which shall then be appended hereto as Exhibit L.
5.Settlement Fund Administrator Costs. Any costs and fees associated with or arising out of the duties of the Settlement Fund Administrator as described in Exhibit L shall be
31 paid from the interest accrued in the Settlement Fund Escrow and the Settlement Fund; provided, however, that if such accrued interest is insufficient to pay the entirety of any such costs and fees, Walgreens shall pay fifty percent (50%) of the additional amount and fifty percent (50%) shall be paid out of the Settlement Fund.
D.Settlement Fund Reallocation and Distribution. As set forth below, within a particular Settling State's account, amounts contained in the Settlement Fund sub-funds may be reallocated and distributed per a State-Subdivision Agreement or other means. If the apportionment of amounts is not addressed and controlled under Section V.D.1 and Section V.D.2, then the default provisions of Section V.D.4 apply. It is not necessary that a State- Subdivision Agreement or other means of allocating funds pursuant to Section V.D.1 and Section V.D.2 address all of the Settlement Fund sub-funds. For example, a Statutory Trust might only address disbursements from a Settling State’s Remediation Accounts Fund.
1.Distribution by State-Subdivision Agreement. If a Settling State has a State- Subdivision Agreement, amounts apportioned to that State's State Fund, Remediation Accounts Fund, and Subdivision Fund under Section V.C shall be reallocated and distributed as provided by that agreement. Any State Subdivision Agreement entered into after the Preliminary Agreement Date shall be applied only if it requires: (a) that all amounts be used for Opioid Remediation, except as allowed by Section V.B.2, and (b) that at least seventy percent (70%) of amounts be used solely for future Opioid Remediation.7 For a State-Subdivision Agreement to be applied to the relevant portion of an Annual Payment, notice must be provided to Walgreens and the Settlement Fund Administrator at least sixty (60) calendar days prior to the Payment Date.
2.Distribution by Allocation Statute. If a Settling State has an Allocation Statute and/or a Statutory Trust that addresses allocation or distribution of amounts apportioned to such State's State Fund, Remediation Accounts Fund, and/or Subdivision Fund and that, to the extent any or all such sub-funds are addressed, requires (1) all amounts to be used for Opioid Remediation, except as allowed by Section V.B.28, and (2) at least seventy percent (70%) of all amounts to be used solely for future Opioid Remediation then, to the extent allocation or distribution is addressed, the amounts apportioned to that State's State Fund, Remediation Accounts Fund, and Subdivision Fund under Section V.C shall be allocated and distributed as addressed and provided by the applicable Allocation Statute or Statutory Trust. For the avoidance of doubt, an Allocation Statute or Statutory Trust need not address all three (3) sub- funds that comprise the Settlement Fund, and if the applicable Allocation Statute or Statutory Trust does not address distribution of all or some of these three (3) sub-funds, the applicable Allocation Statute or Statutory Trust does not replace the default provisions described in Section V of any such unaddressed fund. For example, if an Allocation Statute or Statutory Trust that meets the requirements of this Section V.D.2 only addresses funds restricted to remediation, then the default provisions of this Agreement concerning allocation among the three (3) sub-funds comprising the Settlement Fund and the distribution of the State Fund and Subdivision Fund for 7 Future Opioid Remediation includes amounts paid to satisfy any future demand by another governmental entity to make a required reimbursement in connection with the past care and treatment of a person related to the Alleged Harms
32 that State would still apply, while the distribution of the applicable State's Remediation Accounts Fund would be governed by the qualifying Allocation Statute or Statutory Trust.
3.Voluntary Redistribution. A Settling State may choose to reallocate all or a portion of its State Fund to its Remediation Accounts Fund. A Participating Subdivision included on Exhibit G may choose to reallocate all or a portion of its allocation from the Subdivision Fund to the State's Remediation Accounts Fund or to another Participating Subdivision. The Settlement Fund Administrator is not required to honor a voluntary redistribution for which notice is provided to it less than sixty (60) calendar days prior to the applicable Payment Date.
4.Distribution in the Absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust. If Section V.D.1 and Section V.D.2 do not apply, amounts apportioned to that State’s State Fund, Remediation Accounts Fund, and Subdivision Fund under Section V.C shall be distributed as follows:
a.Amounts apportioned to that State’s State Fund shall be distributed to that State.
b.Amounts apportioned to that State’s Remediation Accounts Fund shall be distributed consistent with Section V.E. Each Settling State shall submit to the Settlement Fund Administrator a designation of a lead state agency or other entity to serve as the single point of contact for that Settling State’s funding requests from the Remediation Accounts Fund and other communications with the Settlement Fund Administrator. The designation of an individual entity is for administrative purposes only and such designation shall not limit funding to such entity or even require that such entity receive funds from this Agreement. The designated entity shall be the only entity authorized to request funds from the Settlement Fund Administrator to be disbursed from that Settling State’s Remediation Accounts Fund. If a Settling State has established a Statutory Trust then that Settling State’s single point of contact may direct the Settlement Fund Administrator to release the State’s Remediation Accounts Fund to the Statutory Trust.
c.Amounts apportioned to that State’s Subdivision Fund shall be distributed to Participating Subdivisions in that State included on Exhibit G per the Subdivision Allocation Percentage listed in Exhibit G. Section VII.I shall govern amounts that would otherwise be distributed to Non-Participating Subdivisions listed in Exhibit G. For the avoidance of doubt and notwithstanding any other provision in this Agreement, no Non-Participating Subdivision will receive any amount from the Settlement Fund, regardless of whether such Subdivision is included on Exhibit G.
d.Special Districts shall not be allocated funds from the Subdivision Fund, except through a voluntary redistribution allowed by Section V.D.3 to Special Districts that are Participating Subdivisions. A Settling State may allocate funds from its State Fund or Remediation Accounts Fund for Special Districts that are Participating Subdivisions.
33 5.Restrictions on Distribution. No amounts may be distributed from the Subdivision Fund contrary to Section VII, i.e., no amounts may be distributed directly to Non-Participating Subdivisions or to Later Participating Subdivisions to the extent such a distribution would violate Section VII.E through Section VII.H. Amounts allocated to the Subdivision Fund that cannot be distributed by virtue of the preceding sentence shall be distributed into the sub-account in the Remediation Accounts Fund for the Settling State in which the Subdivision is located, unless those payments are redirected elsewhere by a State-Subdivision Agreement described in Section V.D.1 or by an Allocation Statute or a Statutory Trust described in Section V.D.2.
E.Provisions Regarding the Remediation Accounts Fund.
1.State-Subdivision Agreement, Allocation Statute, and Statutory Trust Fund Provisions. A State-Subdivision Agreement, Allocation Statute, or Statutory Trust may govern the operation and use of amounts in that State's Remediation Accounts Fund so long as it complies with the requirements of Section V.D.1 or Section V.D.2, as applicable, and all direct payments to Subdivisions comply with Section VII.E through Section VII.H.
2.Absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust.
In the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust that addresses distribution, the Remediation Accounts Fund will be used solely for future Opioid Remediation9 and the following shall apply with respect to a Settling State:
a.Regional Remediation.
(i)At least fifty percent (50%) of distributions for remediation from a State's Remediation Accounts Fund shall be annually allocated and tracked to the regional level. A Settling State may allow the Advisory Committee established pursuant to Section V.E.2.c to define its regions and assign regional allocations percentages. Otherwise, the State shall (A) define its initial regions, which shall consist of one (1) or more General Purpose Subdivisions and which shall be designated by the state agency with primary responsibility for substance abuse disorder services employing, to the maximum extent practical, existing regions established in that State for opioid abuse treatment or other public health purposes; (B) assign initial regional allocation percentages to the regions based on the Subdivision Allocation Percentages in Exhibit G and an assumption that all Subdivisions included on Exhibit G will become Participating Subdivisions.
(ii)This minimum regional expenditure percentage is
calculated on the Settling State's initial Remediation Accounts Fund allocation and does not include any additional amounts a Settling State has directed to its Remediation Accounts Fund from its State Fund, or any other amounts directed to the fund. A Settling State may dedicate more than fifty percent (50%) of its Remediation Accounts Fund to the regional expenditure and may annually adjust the percentage of its Remediation
34 Accounts Fund dedicated to regional expenditures as long as the percentage remains above the minimum amount.
(iii)The Settling State (A) has the authority to adjust the definition of the regions, and (B) may annually revise the percentages allocated to each region to reflect the number of General Purpose Subdivisions in each region that are Non-Participating Subdivisions. b.Subdivision Block Grants. Certain Subdivisions shall be eligible to receive regional allocation funds in the form of a block grant for future Opioid Remediation. A Participating Subdivision eligible for block grants is a county or parish (or in the case of States that do not have counties or parishes that function as political subdivisions, a city) that (1) does not contain a Litigating Subdivision or a Later Litigating Subdivision for which it has the authority to end the litigation through a release, bar or other action, (2) either (i) has a population of 400,000 or more or (ii) in the case of California has a population of 750,000 or more and (3) has funded or otherwise managed an established health care or treatment infrastructure (e.g., health department or similar agency). Each Subdivision eligible to receive block grants shall be assigned its own region. c.Small States. Notwithstanding the provisions of Section V.E.2.a, Settling States with populations under four (4) million that do not have existing regions described in Section V.E.2.a shall not be required to establish regions.
However, such a Settling State that contains one (1) or more Subdivisions eligible for block grants under Section V.E.2.b shall be divided regionally so that each block-grant eligible Subdivision is a region and the remainder of the state is a region.
d.Advisory Committee. The Settling State shall designate an Opioid Settlement Remediation Advisory Committee (the "Advisory Committee") to provide input and recommendations regarding remediation spending from that Settling State's Remediation Accounts Fund. A Settling State may elect to use an existing advisory committee or similar entity (created outside of a State- Subdivision Agreement or Allocation Statute); provided, however, the Advisory Committee or similar entity shall meet the following requirements:
(i)Written guidelines that establish the formation and
composition of the Advisory Committee, terms of service for members, contingency for removal or resignation of members, a schedule of meetings, and any other administrative details;
(ii)Composition that includes at least an equal number of local representatives as state representatives;
(iii)A process for receiving input from Subdivisions and other communities regarding how the opioid crisis is affecting their
35 communities, their remediation needs, and proposals for remediation strategies and responses; and
(iv)A process by which Advisory Committee recommendations for expenditures for Opioid Remediation will be made to and considered by the appropriate state agencies.
3.Remediation Accounts Fund Reporting. The Settlement Fund Administrator shall track and assist in the report of remediation disbursements as agreed to among the Walgreens and the Enforcement Committee
F.Nature of Payment. Each of the Settling States, the Participating Subdivisions and Walgreens acknowledges, agrees and understands that, notwithstanding anything to the contrary in this Agreement, for purposes of Section 162(f) of the Internal Revenue Code, the Compensatory Restitution Amount paid by Walgreens (up to $4,788,165,456 to be paid out over fifteen (15) years) constitutes restitution or remediation, as defined in Treasury Regulation §
1.162-21(e)(4), for damage or harm allegedly caused by the potential violation of a law and is an amount paid for the purpose of remediating the damage or harm allegedly caused, including to restore the affected persons, Settling States and Participating Subdivisions to the same or substantially similar position or condition as existed prior to such damage or harm allegedly caused. The Parties acknowledge, agree and understand that only the Private Attorneys Fees, tate AG Fees and Costs, and Additional Remediation Amount (up to $734,363,310) represent reimbursement to Settling States, Participating Subdivisions listed on Exhibit G, or any other person or entity for the fees and costs of any investigation or litigation, that no portion of the Compensatory Restitution Amount represents reimbursement to Plaintiffs or any other person or entity for the fees and costs of any investigation or litigation, and no portion of the Compensatory Restitution Amount represents or should properly be characterized as the payment of fines, penalties or other punitive assessments. Releasors acknowledge, agree and understand that Walgreens intends to allocate the cost of the Annual Remediation Payments among the Releasees using a reasonable basis. The Designated State, on behalf of all Settling States and Participating Subdivisions shall complete and file Form 1098-F with the Internal Revenue Service on or before February 28 (March 31 if filed electronically) of the year following the calendar year in which the order entering this Agreement becomes binding. The Form 1098-F shall identify the entire Adjusted State Remediation Payment except as reported pursuant to Section V.B.2 as of December 31, 2023, as remediation/restitution amounts, and Releasors shall furnish Copy B of such Form 1098-F to Walgreens on or before January 31 of the year following the calendar year in which the order entering this Agreement becomes binding. Walgreens makes no warranty or representation to Releasors as to the tax consequences of the Compensatory Restitution Amount, Adjusted State Remediation Payment, the Private Attorneys Fees, or State AG Fees and Costs or any portion thereof. Further, Releasors specifically acknowledge that no portion of the Compensatory Restitution Amount shall be used for general enforcement efforts or other discretionary purposes as described in Treasury Regulation § 1.162-21(e)(4)(i)(C).
VI.Enforcement
A.Enforceability. This Agreement is enforceable only by the Settling States and Walgreens; provided, however, that Released Entities may enforce Section X and Participating
36 Subdivisions listed on Exhibit G have the enforcement rights described in Section VI.D. Except to the extent allowed by the Injunctive Relief Terms, Settling States and Participating Subdivisions shall not have enforcement rights against Walgreens with respect to either the terms of this Agreement that apply only to or in other States or any Consent Judgment entered into by another Settling State. Participating Subdivisions shall not have enforcement rights against Walgreens with respect to this Agreement or any Consent Judgment except that Participating Subdivisions listed on Exhibit G shall have enforcement rights as set forth herein as to payments that would be allocated to the Subdivision Fund or Remediation Accounts Fund pursuant to Section V; provided, however, that each Settling State shall allow Participating Subdivisions in such Settling State to notify it of any perceived violations of this Agreement or the applicable Consent Judgment.
B.Jurisdiction. Walgreens consents to the jurisdiction of the court in which each Settling State files its Consent Judgment, limited to resolution of disputes identified in Section VI.F.1 for resolution in that court.
C.Specific Terms Dispute Resolution.
1.Any dispute that is addressed by the provisions set forth in the Injunctive Relief Terms shall be resolved as provided therein.
2.In the event that Walgreens believes that the ninety-five percent (95%) threshold established in Section V.B.1 is not being satisfied, any Party may request that Walgreens and the Enforcement Committee meet and confer regarding the use of funds to implement Section V.B.1. The completion of such meet-and-confer process is a precondition to further action regarding any such dispute. Further action concerning Section V.B.1 shall: (i) be limited to Walgreens seeking to reduce their Annual Remediation Payments by no more than five percent (5%) of the difference between the actual amount of Opioid Remediation and the ninety-five percent (95%) threshold established in Section V.B.1; (ii) only reduce Annual Remediation Payments to those Settling States and their Participating Subdivision(s) that are below the ninety-five percent (95%) threshold established in Section V.B.1; and (iii) not reduce Annual Remediation Payments restricted to future Opioid Remediation.
D.State-Subdivision Enforcement.
1.A Subdivision shall not have enforcement rights against a Settling State in which it is located with respect to this Agreement or any Consent Judgment except that a Participating Subdivision listed on Exhibit G shall have enforcement rights (a) as provided for in a State- Subdivision Agreement, Allocation Statute, or Statutory Trust with respect to intrastate allocation or (b) in the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust, to allegations that (i) the Settling State's use of Remediation Accounts Fund monies were not used for uses similar to or in the nature of those uses contained in Exhibit E; or (ii) a Settling State failed to pay funds directly from the Remediation Accounts Fund to a Participating Subdivision eligible to receive a block grant pursuant to Section V.E.2.b.
2.A Settling State shall have enforcement rights against a Participating Subdivision located in its territory (a) as provided for in a State-Subdivision Agreement, Allocation Statute,
37 or Statutory Trust; or (b) in the absence of a State-Subdivision Agreement, Allocation Statute, or Statutory Trust, to allegations that the Participating Subdivisions' uses of Remediation Accounts Fund monies were not used for purposes similar to or in the nature of those uses contained in Exhibit E.
3.As between the Settling States and Participating Subdivisions, the above rights are contractual in nature and nothing herein is intended to limit, restrict, change or alter any other existing rights under law.
E.Subdivision Walgreens Payment Enforcement. A Participating Subdivision listed on Exhibit G shall have the same right as a Settling State to seek resolution regarding the failure by Walgreens to make its Annual Remediation Payment in a Payment Year.
F.Other Terms Regarding Dispute Resolution.
1.Except to the extent provided by Section VI.C or Section VI.F.2, all disputes shall be resolved in either the court that entered the relevant Consent Judgment or, if no such Consent Judgment was entered, a state or territorial court with jurisdiction located wherever the seat of the relevant state government is located.
a.State court proceedings shall be governed by the rules and procedures of the relevant forum.
b.For the avoidance of doubt, disputes to be resolved in state court include, but are not limited to, the following:
(i)disputes concerning whether expenditures qualify as Opioid Remediation;
(ii)disputes between a Settling State and its Participating Subdivisions as provided by Section VI.D, except to the extent the State- Subdivision Agreement provides for other dispute resolution mechanisms.
For the avoidance of doubt, disputes between a Settling State and any Participating Subdivision shall not be considered National Disputes; (iii)whether this Agreement and relevant Consent Judgment are binding under state law;
(iv)the extent of the Attorney General’s or other participating entity’s authority under state law, including the extent of the authority to release claims; and
(v)whether the definition of a Bar, a Case-Specific Resolution, Final Order, lead state agency as described in Section V.D.4.b, Later Litigating Subdivision, Litigating Subdivision, or Threshold Motion have been met; and
38 (vi)all other disputes not specifically identified in Section VI.C or Section VI.F.2.
c.Any Party may request that the National Arbitration Panel provide an interpretation of any provision of the settlement that is relevant to the state court determination, and the National Arbitration Panel shall make reasonable best efforts to supply such interpretation within the earlier of thirty (30) calendar days or the time period required by the state court proceedings. Any Party may submit that interpretation to the state court to the extent permitted by, and for such weight provided by, the state court’s rules and procedures. If requested by a Party, the National Arbitration Panel shall request that its interpretation be accepted in the form of an amicus curiae brief, and any attorneys’ fees and costs for preparing any such filing shall be paid for by the requesting Party.
2.National Disputes involving a Settling State, a Participating Subdivision that has enforcement rights pursuant to Section VI.A, and/or Walgreens shall be resolved by the National Arbitration Panel.
a.National Disputes are disputes that are not addressed by Section VI.C, and which are exceptions to Section VI.F.1’s presumption of resolution in state courts because they involve issues of interpretation of terms contained in this Agreement applicable to all Settling States without reference to a particular State’s law. Disputes between a Settling State and any Participating Subdivision shall not be considered National Disputes. National Disputes are limited to the following:
(i)the amount of offset and/or credit attributable to Non- Settling States;
(ii)issues involving the scope and definition of Product; (iii)interpretation and application of the terms “Covered Conduct,” “Released Entities,” and “Released Claims”;
(iv)the failure by Walgreens to pay the Annual Remediation Payment or the Additional Restitution Amount in a Payment Year, but for the avoidance of doubt, disputes between Walgreens and a Settling State over the amounts owed only to that state that do not affect any other Settling State shall not be considered National Disputes; (v)the interpretation and application of the significant financial constraint provision in Section IV.K, including, without limitation, eligibility for and amount of deferrals for any given year, time for repayment, and compliance with restrictions during deferral term; (vi)the interpretation and application of any most-favored- nation provision in Section XIII.E;
39 (vii)questions regarding the performance and/or removal of the Settlement Fund Administrator;
(viii)disputes involving liability of successor entities; (ix)disputes that require a determination of the sufficiency of participation in order to qualify for Incentive Payments A, BC or D; (x)disputes involving a Releasor’s compliance with, and the appropriate remedy under, Section X.B.4.c;
(xi)disputes requiring the interpretation of Agreement terms that are national in scope or impact, which shall mean disputes requiring the interpretation of Agreement terms that (i) concretely affect four (4) or more Settling States; and (ii) do not turn on unique definitions and interpretations under state law; and
(xii)any dispute subject to resolution under Section VI.F.1 but for which all parties to the dispute agree to arbitration before the National Arbitration Panel under the provisions of this Section VI.F.2. b.The National Arbitration Panel shall be comprised of three (3) arbitrators. One (1) arbitrator shall be chosen by Walgreens, one (1) arbitrator shall be chosen by the Enforcement Committee with due input from Participating Subdivisions listed on Exhibit G, and the third arbitrator shall be agreed upon by the first two (2) arbitrators. The membership of the National Arbitration Panel is intended to remain constant throughout the term of this Agreement, but in the event that replacements are required, the retiring arbitrator shall be replaced by the party that selected him/her.
c.The National Arbitration Panel shall make reasonable best efforts to decide all matters within one hundred eighty (180) calendar days of filing, and in no event shall it take longer than one (1) year.
d.The National Arbitration Panel shall conduct all proceedings in a reasonably streamlined process consistent with an opportunity for the parties to be heard. Issues shall be resolved without the need for live witnesses where feasible and with a presumption in favor of remote participation to minimize the burdens on the parties.
e.To the extent allowed under state law, a Settling State, a Participating Subdivision that has enforcement rights pursuant to Section VI.A, and (at any party’s request) the National Arbitration Panel may certify to an appropriate state court any question of state law. The National Arbitration Panel shall be bound by a final state court determination of such a certified question.
The time period for the arbitration shall be tolled during the course of the certification process.
40 f.The arbitrators will give due deference to any authoritative interpretation of state law, including any declaratory judgment or similar relief obtained by a Settling State, a Participating Subdivision that has enforcement rights pursuant to Section VI.A, or Walgreens on a state law issue. g.The decisions of the National Arbitration Panel shall be binding on Settling States, Participating Subdivisions, Walgreens, and the Settlement Fund Administrator. In any proceeding before the National Arbitration Panel involving a dispute between a Settling State and Walgreens whose resolution could prejudice the rights of a Participating Subdivision(s) in that Settling State, such Participating Subdivision(s) shall be allowed to file a statement of view in the proceeding.
h.Nothing herein shall be construed so as to limit or otherwise restrict a State from seeking injunctive or other equitable relief in state court to protect the health, safety, or welfare of its citizens. i.Each party shall bear its own costs in any arbitration or court proceeding arising under this Section VI. The costs for the arbitrators on the National Arbitration Panel shall be divided and paid equally by the disputing sides for each individual dispute, e.g., a dispute between Walgreens and Settling States/Participating Subdivisions shall be split fifty percent (50%) by Walgreens and fifty percent (50%) by the Settling States/Participating Subdivisions that are parties to the dispute; a dispute between a Settling State and a Participating Subdivision shall be split fifty percent (50%) by the Settling State that is party to the dispute and fifty percent (50%) by any Participating Subdivisions that are parties to the dispute.
3.Prior to initiating an action to enforce pursuant to this Section VI.F, the complaining party must:
a.Provide written notice to the Enforcement Committee and/or Walgreens of its complaint, including the provision of the Consent Judgment and/or Agreement that the practice appears to violate, as well as the basis for its interpretation of the disputed provision. The Enforcement Committee shall establish a reasonable process and timeline for obtaining additional information from the involved parties; provided, however, that the date the Enforcement Committee establishes for obtaining additional information from the parties shall not be more than forty-five (45) calendar days following the notice. The Enforcement Committee may advise the involved parties of its views on the complaint and/or seek to resolve the complaint informally. b.Wait to commence any enforcement action until thirty (30) calendar days after the date that the Enforcement Committee establishes for obtaining additional information from the involved parties.
41 4.If the parties to a dispute cannot agree on the proper forum for resolution of the dispute under the provisions of Section VI.F.1 or Section VI.F.2, a committee comprising the Enforcement Committee and sufficient representatives of Walgreens such that the members of the Enforcement Committee have a majority of one (1) member will determine the forum where the dispute will be initiated within twenty-eight (28) calendar days of receiving notification of the dispute relating to the proper forum. The forum identified by such committee shall be the sole forum for litigating the issue of which forum will hear the substantive dispute, and the committee’s identification of such forum in the first instance shall not be entitled to deference by the forum selected.
5.To the extent allowed by applicable law, this Settlement Agreement shall not be deemed to create a lien or encumbrance against any real property owned by Walgreens or its affiliates, unless in the event of a default or breach of the payment provisions by Walgreens.
Nothing in this Section VI.F.5 shall be construed to limit any remedy of any Settling State or Participating Subdivision in the event of a default or breach of this Agreement by Walgreens.
G.No Effect. Nothing in this Agreement shall be interpreted to limit the Settling States’ Civil Investigative Demand ("CID") or investigative subpoena authority, to the extent such authority exists under applicable state law and the CID or investigative subpoena is issued pursuant to such authority, and Walgreens reserve all of its rights in connection with a CID or investigative subpoena issued pursuant to such authority.
VII.Participation by Subdivisions
A.Notice. Prior to the State Participation Date, the Parties shall agree on a vendor to serve as the Implementation Administrator and provide notice pursuant to this Section VII.A.
No later than fifteen (15) calendar days after the Preliminary Agreement Date, the Implementation Administrator shall send individual written notice (which may be delivered via e-mail or other electronic means) of the opportunity to participate in this Agreement and the requirements of participation to all Subdivisions in the Settling States that are (1) Litigating Subdivisions or (2) Non-Litigating Subdivisions listed on Exhibit G. To the extent a Special District is entitled to an allocation for a direct payment through its inclusion in Exhibit G pursuant to a State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution, the Implementation Administrator, with the cooperation of the Settling States shall also send individual written notice (which may be delivered via e-mail or other electronic means) of the opportunity to participate in this Agreement and the requirements of participation to such Special Districts. Unless otherwise agreed by the Parties, the version of Exhibit G used for notice shall be the one in place as of the State Participation Date. Notice (which may be delivered via e-mail or other electronic means) shall also be provided simultaneously to counsel of record for Litigating Subdivisions and known counsel for Non-Litigating Subdivisions and Special Districts listed on Exhibit G. Up to $1,500,000 of the costs of the Implementation Administrator shall be paid for by Walgreens. The Settling States, with the cooperation of Walgreens, may also provide general notice reasonably calculated to alert Non-Litigating Subdivisions in the Settling States to this Agreement, the opportunity to participate in it, and the requirements for participation. Such notice may include publication and other standard forms of notification, as well as notice to state and county organizations such as the National Association of Counties and the National League of Cities. The notice will include that the deadline for
42 becoming an Initial Participating Subdivision is the Initial Participation Date. Nothing contained herein shall preclude a Settling State from providing further notice to or otherwise contacting any of its Subdivisions about becoming a Participating Subdivision, including beginning any of the activities described in this paragraph prior to the Preliminary Agreement Date.
B.Requirements for Becoming a Participating Subdivision—Non-Litigating Subdivisions. A Non-Litigating Subdivision in a Settling State may become a Participating Subdivision by returning an executed Subdivision Settlement Participation Form to the Implementation Administrator or Settlement Fund Administrator (which may be executed and returned by electronic means established by the Implementation Administrator or Settlement Fund Administrator) specifying (1) that the Subdivision agrees to the terms of this Agreement pertaining to Subdivisions, (2) that the Subdivision releases all Released Claims against all Released Entities, (3) that the Subdivision agrees to use monies it receives, if any, from the Settlement Fund pursuant to the applicable requirements of Section V; provided, however, that Non-Litigating Subdivisions may only use monies originating from the Settlement Fund for purposes that qualify as Opioid Remediation, and (4) that the Subdivision submits to the jurisdiction of the court where the applicable Consent Judgment is filed for purposes limited to that court's role under this Agreement. The required Subdivision Settlement Participation Form is attached as Exhibit K.
C.Requirements for Becoming a Participating Subdivision—Litigating Subdivisions/Later Litigating Subdivisions. A Litigating Subdivision or Later Litigating Subdivision in a Settling State may become a Participating Subdivision by returning an executed Subdivision Settlement Participation Form to the Implementation Administrator Settlement Fund Administrator (which may be executed and returned by electronic means established by the Implementation Administrator or Settlement Fund Administrator) and upon prompt dismissal with prejudice of its lawsuit. A Settling State may require each Litigating Subdivision in that State to specify on the Subdivision Settlement Participation Form whether its counsel has waived any contingency fee contract with that Participating Subdivision and whether, if eligible, it intends to seek fees pursuant to Exhibit R. The Settlement Fund Administrator shall provide quarterly reports of this information to the parties organized by Settling State. A Litigating Subdivision or Later Litigating Subdivision may not become a Participating Subdivision after the completion of opening statements in a trial of the lawsuit it brought that includes a Released Claim against a Released Entity.
D.Initial Participating Subdivisions. A Subdivision qualifies as an Initial Participating Subdivision if it meets the applicable requirements for becoming a Participating Subdivision set forth in Section VII.B or Section VII.C by the Initial Participation Date. All Subdivision Settlement Participation Forms shall be held in escrow by the Implementation Administrator until the Reference Date.
E.Later Participating Subdivisions. A Subdivision that is not an Initial Participating Subdivision may become a Later Participating Subdivision by meeting the applicable requirements for becoming a Participating Subdivision set forth in Section VII.B or Section VII.C after the Initial Participation Date and by agreeing to be subject to the terms of a State- Subdivision Agreement (if any) or any other structure adopted or applicable pursuant to Section
43 V.D or Section V.E. The following provisions govern what a Later Participating Subdivision can receive (but do not apply to Initial Participating Subdivisions):
1.A Later Participating Subdivision shall not receive any share of any Annual Remediation Payment due before it became a Participating Subdivision.
2.A Later Participating Subdivision that becomes a Participating Subdivision after November 30, 2023 shall receive seventy-five percent (75%) of the share of future Base Payments or Incentive Payments that it would have received had it become a Later Participating Subdivision prior to that date (unless the Later Participating Subdivision is subject to Section VII.E.3 or Section VII.E.4).
3.A Later Participating Subdivision that, after the Initial Participation Date, maintains a lawsuit for a Released Claim(s) against a Released Entity and has judgment entered against it on every such Claim before it became a Participating Subdivision (other than a consensual dismissal with prejudice) shall receive fifty percent (50%) of the share of future Base Payments or Incentive Payments that it would have received had it become a Later Participating Subdivision prior to such judgment; provided, however, that if the Subdivision appeals the judgment and the judgment is affirmed with finality before the Subdivision becomes a Participating Subdivision, the Subdivision shall not receive any share of any Base Payment or Incentive Payments.
4.A Later Participating Subdivision that becomes a Participating Subdivision while a Bar or Case-Specific Resolution involving a different Subdivision exists in its State shall receive twenty-five percent (25%) of the share of future Base Payments or Incentive Payments that it would have received had it become a Later Participating Subdivision without such Bar or Case-Specific Resolution.
F.No Increase in Payments. Amounts to be received by Later Participating Subdivisions shall not increase the payments due from Walgreens.
G.Ineligible Subdivisions. Prior Litigating Subdivisions whose claims have already been resolved and Subdivisions in Non-Settling States are not eligible to be Participating Subdivisions.
H.Non-Participating Subdivisions. Non-Participating Subdivisions shall not directly receive any portion of any Annual Remediation Payment, including from the State Fund and direct distributions from the Remediation Accounts Fund; however, a Settling State may choose to fund future Opioid Remediation that indirectly benefits Non-Participating Subdivisions.
I.Unpaid Allocations to Later Participating Subdivisions and Non-Participating Subdivisions. Any Base Payment and Incentive Payments allocated pursuant to Section V.D to a Later Participating Subdivision or Non-Participating Subdivision that cannot be paid pursuant to this Section VII, including the amounts that remain unpaid after the reductions required by Section VII.E.2 through Section VII.E.4, will be allocated to the Remediation Accounts Fund for the State in which the Subdivision is located, unless those payments are redirected elsewhere by a State-Subdivision Agreement or by a Statutory Trust.
44 VIII.Condition to Effectiveness of Agreement and Filing of Consent Judgment A.Determination to Proceed With Settlement.
1.The Settling States shall confer with legal representatives of the Participating Subdivisions listed on Exhibit G and inform Walgreens no later than eighteen (18) calendar days prior to the Reference Date whether the Settling States agree that there is sufficient participation to proceed with this Agreement. Within seven (7) calendar days of informing Walgreens that there is sufficient participation to proceed, the Settling States will deliver all signatures and releases required by the Agreement to be provided by the Settling States to Walgreens.
2.If the Settling States inform Walgreens that they agree that there is sufficient participation, Walgreens will then determine on or before the Reference Date whether there is sufficient State participation, sufficient Subdivision participation, and sufficient resolution of the Claims of the Litigating Subdivisions in the Settling States (through participation under Section VII, Case-Specific Resolution(s) and Bar(s)) to proceed with this Agreement. The determination shall be in the sole discretion of Walgreens and may be based on any criteria or factors deemed relevant by Walgreens.
B.Notice by Walgreens. On or before the Reference Date, Walgreens shall inform the Settling States of its determination pursuant to Section VIII.A.2. If Walgreens determines to proceed, the Parties will proceed to file the Consent Judgments and the obligations in the Subdivision Settlement Participation Forms will be effective and binding as of the Reference Date. If Walgreens determines not to proceed, this Agreement will have no further effect, any amounts placed in escrow for Payment Year 1, including funds referenced in Section IV.C.1 and Exhibit M-2, shall be returned to Walgreens, and all releases (including those contained in Subdivision Settlement Participation Forms) and other commitments or obligations contained herein or in Subdivision Settlement Participation Forms will be void.
IX.Settling State and Participating Subdivision Attorneys’ Fees and Costs and Additional Remediation Amount
A.The Agreement on Subdivision Attorneys’ Fees, Expenses and Costs is set forth in Exhibit R and incorporated herein by reference. The Agreement on the State Outside Counsel Fee Fund for Chain Pharmacy Settlement and the Agreement on the Joint State Cost Fund are set forth in Exhibit S and Exhibit T, respectively, and are incorporated herein by reference.
B.Additional Remediation Amount.
1.Subject to and without exceeding the maximum payment amounts set forth in the "Additional Remediation Amount" column of Exhibit M-3 and subject to the reduction specified in Section IX.B.2, Walgreens shall pay an Additional Remediation Amount to the Settling States listed in Exhibit N. Such funds shall be paid, on the schedule set forth in Exhibit M-3, as allocated by the Settlement Fund Administrator pursuant to Exhibit N.
45 2.Reduction of Additional Remediation Amount. The amounts owed by Walgreens pursuant to this Section IX.B shall be reduced by the allocations set forth on Exhibit N for Non-Settling States.
3.For the avoidance of doubt, (1) a Settling State that retained outside counsel in connection with the investigation of one or more Chain Pharmacies, as that term is defined in Exhibit S, that receives an Additional Remediation Amount because the Settling State was not otherwise eligible to receive funds from the State Outside Counsel Fee Fund may choose to have the Additional Remediation Amount designated to pay the Settling State’s outside counsel, and may instruct the Settlement Fund Administrator to pay those funds directly to the Settling State’s outside counsel, and (2) Additional Remediation Amount funds, including funds designated by a Settling State to pay its outside counsel under this paragraph, shall not be subject to allocation as provided in Section V.C through Section V.E.
C.All payments addressed by this Section IX will be made on December 31 for each Payment Year in which they are due pursuant to Exhibit M-3.
X.Release
A.Scope. As of the Effective Date, the Released Entities are hereby released and forever discharged from all of the Releasors' Released Claims. Each Settling State (for itself and its Releasors) and Participating Subdivisions 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 this Agreement 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 each Settling State and its Attorney General to release claims. This Agreement shall be a complete bar to any Released Claim.
B.Claim-Over and Non-Party Settlement.
1.It is the intent of the Parties that:
a.Released Entities should not seek contribution or indemnification (other than pursuant to an insurance contract), from other parties for their payment obligations under this Agreement;
b.the payments made under this Agreement shall be the sole payments made by the Released Entities to the Releasors involving, arising out of, or related to Covered Conduct (or conduct that would be Covered Conduct if engaged in by a Released Entity);
c.Claims by Releasors against non-Parties should not result in additional payments by Released Entities, whether through contribution, indemnification or any other means; and
46 d.the Agreement meets the requirements of the Uniform Contribution Among Joint Tortfeasors Act and any similar state law or doctrine that reduces or discharges a released party's liability to any other parties.
The provisions of this Section X.B are intended to be implemented consistent with these principles. This Agreement and the releases and dismissals provided for herein are made in good faith.
2.No Released Entity shall seek to recover for amounts paid under this Agreement based on indemnification, contribution, or any other theory from a manufacturer, pharmacy, hospital, pharmacy benefit manager, health insurer, third-party vendor, trade association, distributor, or health care practitioner; provided that a Released Entity shall be relieved of this prohibition with respect to any entity that asserts a Claim-Over against it. For the avoidance of doubt, nothing herein shall prohibit a Released Entity from recovering amounts owed pursuant to insurance contracts, and nothing herein shall prohibit a Released Entity from seeking a voluntary agreement providing indemnification for liability and/or expenses arising from Walgreens’ post- Effective Date implementation of the Injunctive Relief Terms set forth in Exhibit P.
3.To the extent that, on or after the Reference Date, any Releasor enters into a Non- Party Settlement, including in any bankruptcy case or through any plan of reorganization (whether individually or as a class of creditors), the Releasor will include (or in the case of a Non-Party Settlement made in connection with a bankruptcy case, will cause the debtor to include), unless prohibited from doing so under applicable law, in the Non-Party Settlement a prohibition on contribution or indemnity of any kind substantially equivalent to that required from Walgreens in Section X.B.2, or a release from such Non-Released Entity in favor of the Released Entities (in a form equivalent to the releases contained in this Agreement) of any Claim-Over. The obligation to obtain the prohibition and/or release required by this subsection is a material term of this Agreement.
4.In the event that any Releasor obtains a judgment with respect to Non-Party Covered Conduct against a Non-Released Entity that does not contain a prohibition like that described in Section X.B.3. or any Releasor files a Non-Party Covered Conduct Claim against a Non-Released Entity in bankruptcy or a Releasor is prevented for any reason from obtaining a prohibition/release in a Non-Party Settlement as provided in Section X.B.3, and such Non- Released Entity asserts a Claim-Over against a Released Entity, the Released Entity shall be relieved of the prohibition in Section X.B.2 with respect to that Non-Released Entity and that Releasor and Walgreens shall take the following actions to ensure that the Released Entities do not pay more with respect to Covered Conduct to Releasors or to Non-Released Entities than the amounts owed under this Settlement Agreement by Walgreens:
a.Walgreens shall notify that Releasor of the Claim-Over within sixty (60) calendar days of the assertion of the Claim-Over or sixty (60) calendar days of the Effective Date of this Settlement Agreement, whichever is later; b.Walgreens and that Releasor shall meet and confer concerning the means to hold Released Entities harmless and ensure that they are not required to
47 pay more with respect to Covered Conduct than the amounts owed by Walgreens under this Agreement;
c.That Releasor and Walgreens shall take steps sufficient and permissible under the law of the State of the Releasor to hold Released Entities harmless from the Claim-Over and ensure Released Entities are not required to pay more with respect to Covered Conduct than the amounts owed by Walgreens under this Agreement. Such steps may include, where permissible:
(i)Filing of motions to dismiss or such other appropriate motion by Walgreens or Released Entities, and supported by Releasors, in response to any claim filed in litigation or arbitration; (ii)Reduction of that Releasors' Claim and any judgment it has obtained or may obtain against such Non-Released Entity by whatever amount or percentage is necessary to extinguish such Claim-Over under applicable law, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity; (iii)Placement into escrow of funds paid by the Non-Released Entities such that those funds are available to satisfy the Claim-Over; (iv)Return of monies paid by Walgreens to that Releasor under this Settlement Agreement to permit satisfaction of a judgment against or settlement with the Non-Released Entity to satisfy the Claim-Over; (v)Payment of monies to Walgreens by that Releasor to ensure they are held harmless from such Claim-Over, up to the amount that Releasor has obtained, may obtain, or has authority to control from such Non-Released Entity;
(vi)Credit to Walgreens under this Agreement to reduce the overall amounts to be paid under the Agreement such that they are held harmless from the Claim-Over; and
(vii)Such other actions as that Releasor and Walgreens may devise to hold Walgreens harmless from the Claim-Over.
d.The actions of that Releasor and Walgreens taken pursuant to paragraph (c) must, in combination, ensure Walgreens is not required to pay more with respect to Covered Conduct than the amounts owed by Walgreens under this Agreement.
e.In the event of any dispute over the sufficiency of the actions taken pursuant to paragraph (c), that Releasor and Walgreens may seek review by the National Arbitration Panel, provided that, if the parties agree, such dispute may be heard by the state court where the relevant Consent Judgment was filed. The
48 National Arbitration Panel shall have authority to require Releasors to implement a remedy that includes one or more of the actions specified in paragraph (c) sufficient to hold Released Entities fully harmless. In the event that the Panel’s actions do not result in Released Entities being held fully harmless, Walgreens shall have a claim for breach of this Agreement by Releasors, with the remedy being payment of sufficient funds to hold Walgreens harmless from the Claim- Over. For the avoidance of doubt, the prior sentence does not limit or eliminate any other remedy that Walgreens may have.
5.To the extent that the Claim-Over is based on a contractual indemnity, the obligations under Section X.B.4 shall extend solely to a Non-Party Covered Conduct Claim against a clinic, hospital or other purchaser, distributor or dispenser of Products, a manufacturer that sold Products, a consultant, and/or a pharmacy benefit manager or other third-party payor.
Walgreens shall notify the Settling States, to the extent permitted by applicable law, in the event that any of these types of Non-Released Entity asserts a Claim-Over arising out of contractual indemnity against it.
6.Indemnification and Contribution Prohibited. No Released Entity shall seek to recover for amounts paid under this Agreement based on indemnification, contribution, or any other theory, from a manufacturer, pharmacy, hospital, pharmacy benefit manager, health insurer, third-party vendor, trade association, distributor, or health care practitioner. For the avoidance of doubt, nothing herein shall prohibit a Released Entity from recovering amounts owed pursuant to insurance contracts and nothing herein shall prohibit a Released Entity from seeking a voluntary agreement providing indemnification for liability and/or expenses arising from Walgreens’ post-Effective Date implementation of the Injunctive Relief Terms set forth in Exhibit P.
C.General Release. In connection with the releases provided for in this Agreement, each Settling State (for itself and its Releasors) and Participating Subdivision expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any State or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads:
General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.
A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Settling State (for itself and its Releasors) and Participating Subdivision 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 Settling States’ decision to enter into this Agreement or the Participating Subdivisions' decision to participate in this Agreement.
49 D.Assigned Interest Waiver. To the extent that any Settling State has any direct or indirect interest in any rights of a third-party that is a debtor under the Bankruptcy Code as a result of a claim arising out of Covered Conduct by way of assignment or otherwise, including as a result of being the beneficiary of a trust or other distribution entity, to assert claims against Walgreens (whether derivatively or otherwise), under any legal or equitable theory, including for indemnification, contribution, or subrogation, the Settling State waives the right to assert any such claim, or to receive a distribution or any benefit on account of such claim and such claim, distribution, or benefit shall be deemed assigned to Walgreens.
E.Res Judicata. Nothing in this Agreement shall be deemed to reduce the scope of the res judicata or claim preclusive effect that the settlement memorialized in this Agreement, and/or any Consent Judgment or other judgment entered on this Agreement, gives rise to under applicable law.
F.Representation and Warranty. The signatories hereto on behalf of their respective Settling States expressly represent and warrant that they have (or have obtained, or will obtain no later than the Initial Participation Date) the authority to settle and release, to the maximum extent of the State's power, all Released Claims of (1) their respective Settling States, (2) all past and present executive departments, state agencies, divisions, boards, commissions and instrumentalities with the regulatory authority to enforce state and federal controlled substances acts, and (3) any of their respective Settling State's past and present executive departments, agencies, divisions, boards, commissions, and instrumentalities that have the authority to bring Claims related to Covered Conduct seeking money (including abatement and/or remediation) or revocation or suspension of a pharmaceutical distribution or dispensing license. For the purposes of clause (3) above, executive departments, agencies, divisions, boards, commissions, and instrumentalities are those that are under the executive authority or direct control of the State's Governor. Also for the purposes of clause (3), a release from a State's Governor as set forth in Exhibit X is sufficient to demonstrate that the appropriate releases have been obtained.
G.Effectiveness. The releases set forth in this Agreement shall not be impacted in any way by any dispute that exists, has existed, or may later exist between or among the Releasors. Nor shall such releases be impacted in any way by any current or future law, regulation, ordinance, or court or agency order limiting, seizing, or controlling the distribution or use of the Settlement Fund or any portion thereof, or by the enactment of future laws, or by any seizure of the Settlement Fund or any portion thereof.
H.Cooperation. Releasors (1) will not encourage any person or entity to bring or maintain any Released Claim against any Released Entity and (2) will reasonably cooperate with and not oppose any effort by Walgreens to secure the prompt dismissal of any and all Released Claims, including suits brought by non-Releasors based on Released Claims. Releasors will meet and confer and make reasonable efforts to resolve any action that is filed by a Subdivision against Walgreens on or after the date the Preliminary Agreement Date. This provision shall not require a State to make any monetary payment or adjustment to allocation or incur other obligation.
I.Non-Released Claims. Notwithstanding the foregoing or anything in the definition of Released Claims, this Agreement does not waive, release or limit any criminal liability,
50 workers’ compensation Claims, Claims for liability under tax law, Claims under securities law by a State Releasor as investor, Claims against parties who are not Released Entities, Claims by private individuals, and any claims arising under this Agreement for enforcement of this Agreement.
XI.Later Litigating Subdivisions
A.Released Claims against Released Entities. Subject to Section XI.B, the following shall apply in the event a Later Litigating Subdivision in a Settling State maintains a lawsuit for a Released Claim against a Released Entity after the Reference Date:
1.The Released Entity shall take ordinary and reasonable measures to defend the action, including filing a Threshold Motion with respect to the Released Claim. The Released Entity shall further notify the Settling State and Settlement Fund Administrator immediately upon notice of a Later Litigating Subdivision bringing a lawsuit for a Released Claim, and shall not oppose a Settling State's submission in support of the Threshold Motion.
2.If the lawsuit asserting a Released Claim is resolved with finality on terms requiring payment by the Released Entity, Walgreens shall receive a dollar-for-dollar offset against Incentive Payment D for the amount paid. The offset shall be applied against the relevant portion of the Annual Remediation Payments starting in Payment Year 15 and working backwards.
3.For the avoidance of doubt, any offset pursuant to this Section XI in a Settling State if it at the time is not eligible for Incentive Payment A shall continue to apply even if the Settling State at issue subsequently becomes eligible for Incentive Payment A.
4."Terms requiring payment" shall mean (i) a final monetary judgment or (ii) a settlement; provided that the Released Entity sought the applicable State Attorney General's consent to the settlement and such consent was either obtained or unreasonably withheld. Should the judgment or settlement resolve claims that are not Released Claims, the offset shall be for the Released Claims portion only, which shall be distinguishable in the judgment or settlement.
B.Exceptions.
1.Section XI.A shall not apply where the Settling State at issue meets the eligibility criteria for and is entitled to Incentive Payment A for the Payment Year at issue, except as expressly provided therein.
2.An offset under Section XI.A.2 shall not apply where the Later Litigating Subdivision opted out of a Settlement Class Resolution in the Settling State at issue that was in full force and effect in that Settling State as of the due date of the payment for Payment Year 2 and remains in full force and effect; provided that an offset relating to that Subdivision may apply under Section XII.
51 3.Section XI.A shall not apply where the Later Litigating Subdivision seeks less than $10 million, or so long as its total claim is reduced to less than $10 million, in the lawsuit for a Released Claim at issue.
C.No Effect on Other Provisions. A suspension or offset under Section XI.A shall not affect the Injunctive Relief Terms or the Consent Judgment.
D.No Effect on Other States. A suspension or offset under Section XI.A applicable to one State shall not affect the allocation or payment of the Annual Remediation Payment to other Settling States.
XII.Other Reductions/Offsets
A.Settlement Class Resolution Opt Outs. If a Settling State is eligible for Incentive Payment A on the basis of a Settlement Class Resolution, and a Primary Subdivision that opted out of the Settlement Class Resolution maintains a lawsuit asserting a Released Claim against a Released Entity, the following shall apply. If the lawsuit asserting a Released Claim either survives a Threshold Motion or has an unresolved Threshold Motion fewer than sixty (60) calendar days prior to the scheduled start of a trial involving a Released Claim, and is resolved with finality on terms requiring payment by the Released Entity, Walgreens shall receive a dollar-for-dollar offset for the amount paid against its obligation to make remaining Incentive Payment A payments that would be apportioned to that State and to its Subdivisions. For the avoidance of doubt, an offset shall not be applicable under this subsection if it is applicable under Section XI.A with respect to the Subdivision at issue.
B.Revoked Bar, Settlement Class Resolution, or Case-Specific Resolution. If Walgreens made any Annual Remediation Payments that included any incentive payments earned as a result of the existence of a Bar, Settlement Class Resolution, or Case-Specific Resolution in a Settling State, and there is subsequently a Revocation Event with respect to that Bar, Settlement Class Resolution, or Case-Specific Resolution after the determination of the amount of such Annual Remediation Payment, the Walgreens shall receive a dollar-for-dollar offset against the portion of remaining Annual Remediation Payments that would be allocated to that State and its Participating Subdivisions. This offset will be calculated as the dollar amount difference between (1) the total amount of incentive payments paid by the Walgreens by virtue of the Bar, Settlement Class Resolution, or Case-Specific Resolution subject to the Revocation Event and (2) the total amount of incentive payments that would have been due from the Walgreens during that time had the Bar, Settlement Class Resolution, or Case-Specific Resolution subject to the Revocation Event not been in effect. The amount of incentive payments that would have been due, referenced in clause (2) above, will be calculated one hundred eighty (180) calendar days after the Revocation Event; for purposes of calculating the amount of incentive payments that would have been due, any relevant Subdivision shall be included as a Participating Subdivision if: (1) its Released Claims are extinguished by any subsequent Bar, Settlement Class Resolution, or Case-Specific Resolution in effect as of the date of such calculation, or (2) it becomes a Participating Subdivision (in addition to all other Participating Subdivisions) prior to the date of such calculation.
52 C.Certain Taxes. Amounts paid by Walgreens under an Opioid Tax in a Settling State in a Payment Year shall give rise to a dollar-for-dollar offset against Walgreens obligation to pay its share of the Annual Remediation Payment in that Payment Year that would be allocated to the taxing State or its Participating Subdivisions. If such amounts paid exceed that Walgreens allocable share of the Annual Remediation Payment allocable to the taxing State or its Participating Subdivisions in that Payment Year, the excess shall carry forward as an offset against its allocable share of remaining Annual Remediation Payments that would be allocated to the taxing State or its Participating Subdivisions. Walgreens represents that as of December 6, 2022, there is no Opioid Tax currently in effect in any Eligible State that would give rise to this offset provision.
XIII.Miscellaneous
A.Population of New York. Calculation of the population of New York State for any purpose under the Agreement shall not include the respective populations of Nassau and Suffolk Counties.
B.Population of General Purpose Governments. The population figures for General Purpose Governments shall be the published U.S. Census Bureau's population estimates for July 1, 2019, released May 2020. These population figures shall remain unchanged during the term of this Agreement.
C.Population of Special Districts. For any purpose in this Agreement in which the population of a Special District is used other than Section IV.H.4.b and Section IV.H.6.d: (a) School Districts' population will be measured by the number of students enrolled who are eligible under the Individuals with Disabilities Education Act ("IDEA") or Section 504 of the Rehabilitation Act of 1973; (b) Health Districts' and Hospital Districts' population will be measured at twenty-five percent (25%) of discharges; and (c) all other Special Districts' (including Fire Districts' and Library Districts') population will be measured at ten percent (10%) of the population served.8 For the avoidance of doubt, this means that California healthcare districts will be measured at ten percent (10%) of their membership. Walgreens and the Enforcement Committee shall meet and confer in order to agree on data sources for purposes of this Section prior to the Preliminary Agreement Date.
D.Population Associated with Sheriffs. For any purpose in this Agreement in which the population associated with a lawsuit by a sheriff is used, the population will be measured at twenty percent (20%) of the capacity of the jail(s) operated by the sheriff.
E.Most-Favored-Nation Provision – Walgreens
1.If, after the Effective Date, Walgreens enters into any settlement agreement with any Non-Settling State that resolves Claims similar in scope to the Claims released by a Settling State under this Agreement on overall payment terms that are more favorable to such Non-Settling State than the overall payment terms of the Agreement (after due 8 The estimates for counties and parishes were accessed at https://www.census.gov/data/datasets/time- series/demo/popest/2010s-counties-total.html. The estimates for cities and towns can currently be found at https://www.census.gov/data/datasets/time-series/demo/popest/2010s-total-cities-and-towns.html .
53 consideration of relevant differences in population or other appropriate factors), then the Settling States, individually or collectively, may elect to seek review, pursuant to Section XIII.E.3, of the overall payment terms of this Agreement and the Non-Settling State agreement so that such Settling State(s) may obtain overall payment terms at least as favorable as those obtained by such Non-Settling State. “Overall payment terms” refers to consideration of all payment terms of the two agreements, taken together, including, but not limited to the amount of payments, the timing of payments, and conditions or contingencies on payments
2.For any settlement with a Non-Settling State involving Released Claims that is entered into after the Effective Date, Walgreens shall provide the Enforcement Committee with a copy of the settlement agreement or relevant consent judgment within thirty (30) calendar days of the consummation of such settlement. The Enforcement Committee will promptly distribute such copy to all Settling States.
3.In the event that one or more Settling State(s) believes that the overall payment terms of an agreement by Walgreens with a Non-Settling State are more favorable to the Non-Settling State, when compared based on the totality of the consideration set forth in Section XIII.E.1, the Settling State(s) and Walgreens shall engage in the following process:
a.Within sixty (60) calendar days of the date on which the Enforcement Committee provides a settlement agreement or consent judgment to Settling States, the Settling State(s) shall provide notice to Walgreens, of their intent to seek revision of this Agreement to provide payment terms that are, on an overall basis, as favorable as those obtained by the Non-Settling State. To the extent allowed by law, such notice shall be confidential and not disclosed publicly and shall provide, in detail, the basis for the State’s belief that it is entitled to a revision of the Agreement.
b.Walgreens shall, within thirty (30) calendar days, provide a response to the Settling State(s), explaining its position, in detail, as to whether the Settling State(s) are entitled to more favorable overall payment terms than those provided for in this Agreement.
c.In the event the Settling State(s) and Walgreens do not reach agreement as to the application of Section XIII.E.1, the Settling State(s) may petition the National Arbitration Panel to seek a ruling from the Panel as to the applicability of Section XIII.E.1, provided that the Settling State(s) may seek such review only if at least five (5) Settling States co-sign the petition. The Panel shall consider submissions and argument by the parties pursuant to the procedures set forth in Section VI.F.2.
d.The Settling State and Walgreens shall be bound by the determination of the National Arbitration Panel of the overall payment terms of this Agreement and the Non-Settling State agreement so that such Settling
54 State(s) may obtain, with respect to Walgreens, overall payment terms at least as favorable as those obtained by such Non-Settling State.
4.This Section XIII.E does not apply to, and there is no ability of any Settling State to seek or obtain revision of this Agreement based on, any Non-Settling State agreement with Walgreens that is entered into: (a) either the earlier of (i) after the close of expert discovery or (ii) after a date ninety (90) calendar days prior to the scheduled start date of a trial between Walgreens and the Non-Settling State or any severed or bifurcated portion thereof, provided that, where, in order to complete a settlement, a Non-Settling State and Walgreens jointly request an adjournment of the scheduled start date of a trial within ninety (90) days of that date, this exception will apply as if the trial date had not been adjourned; (b) with a Non-Settling State that previously litigated to judgment a case related to opioids against any manufacturer, distributor, or pharmacy; (c) the earlier of (i) after a Non-Settling State has obtained any court order or judicial determination that grants judgment (in whole or in part) against Walgreens in the Non-Settling State’s case, (ii) after a sanctions ruling against Walgreens in the Non-Settling State’s case against Walgreens; or (iii) after any ruling has issued in the Non-Settling State’s case against any manufacturer, distributor, or pharmacy on the issue of joint and several liability; or (d) with West Virginia or New Mexico. The National Arbitration Panel shall have no power to review agreements that satisfy any of the conditions described in this paragraph.
5.This Section XII.E does not apply to, and there is no ability of any Settling State to seek or obtain revision of this Agreement based on, any agreement between Walgreens and Non-Participating Subdivisions or Non-Participating Special Districts.
6.This Section XII.E will not apply to any agreement entered into more than eighteen (18) months after the Effective Date.
F.No Admission. Walgreens does not admit liability or wrongdoing. Neither this Agreement nor the Consent Judgments shall be considered, construed or represented to be (1) an admission, concession or evidence of liability or wrongdoing or (2) a waiver or any limitation of any defense otherwise available to the Walgreens
G.Tax Cooperation and Reporting.
1.Upon request by Walgreens, the Settling States and Participating Subdivisions agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for Walgreens to establish the statements set forth in Section V.F to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance.
2.Without limiting the generality of Section XIII.G.1, each Settling State and Participating Subdivision shall cooperate in good faith with Walgreens with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement.
55 3.The Designated State shall designate one of its officers or employees to act as the "appropriate official" within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the "Appropriate Official"). The State shall direct and ensure that the Appropriate Official timely (a) files (i) at the time this Agreement becomes binding on the Parties, an IRS Form 1098-F in the form attached as Exhibit U with respect to Walgreens and (ii) any legally required returns or amended returns with any applicable governmental authority, or any returns requested by Walgreens, and (b) provides Walgreens a copy of (i) the IRS Form 1098-F filed with respect to Walgreens and (ii) any legally required written statement pursuant to any applicable law and any other document referred to in clause (a)(ii) above. Any such form, return, or statement shall be prepared and filed in a manner fully consistent with Section V.F.
4.The Settling States and Participating Subdivisions agree that any return, amended return, or written statement filed or provided pursuant to Section XIII.G.3, and any similar document, shall be prepared and filed in a manner consistent with reporting the Global Settlement Amount as the "Total amount to be paid" pursuant to this Agreement in Box 1 of IRS Form 1098-F and the Compensatory Restitution Amount as "Restitution/remediation amount" in Box 2 of IRS Form 1098-F, as reflected in the attached Exhibit U. If the Designated State or Appropriate Official shall be required to file any return, amended return, or written statement contemplated by this Section XIII.G other than an IRS Form 1098-F, the Designated State shall direct and ensure that the Appropriate Official provides to Walgreens a draft of such return, amended return, or written statement in respect of Walgreens no later than sixty (60) calendar days prior to the due date thereof and shall accept and reflect any reasonable comments of Walgreens on the return, amended return, or written statement in respect of Walgreens.
5.For the avoidance of doubt, neither Walgreens nor the Settling States and Participating Subdivisions make any warranty or representation to any State, Participating Subdivision, or Releasor as to the tax consequences of the payment of the Compensatory Restitution Amount (or any portion thereof).
H.No Third-Party Beneficiaries. Except as expressly provided in this Agreement, no portion of this Agreement shall provide any rights to, or be enforceable by, any person or entity that is not the Settling State or Released Entity. The State may not assign or otherwise convey any right to enforce any provision of this Agreement.
I.Calculation. Any figure or percentage referred to in this Agreement shall be carried to seven decimal places.
J.Construction. None of the Parties and no Participating Subdivision shall be considered to be the drafter of this Agreement or of any of its provisions for the purpose of any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter of this Agreement. The headings of the provisions of this Agreement are not binding and are for reference only and do not limit, expand, or otherwise affect the contents or meaning of this Agreement.
K.Cooperation. Each Party and each Participating Subdivision agrees to use its best efforts and to cooperate with the other Parties and Participating Subdivisions to cause this Agreement and the Consent Judgments to become effective, to obtain all necessary approvals,
56 consents and authorizations, if any, and to execute all documents and to take such other action as may be appropriate in connection herewith. Consistent with the foregoing, each Party and each Participating Subdivision agrees that it will not directly or indirectly assist or encourage any challenge to this Agreement or any Consent Judgment by any other person, and will support the integrity and enforcement of the terms of this Agreement and the Consent Judgments.
L.Entire Agreement. This Agreement, including its exhibits and any other attachments, embodies the entire agreement and understanding between and among the Parties and Participating Subdivisions relating to the subject matter hereof and supersedes (1) all prior agreements and understandings relating to such subject matter, whether written or oral and (2) all purportedly contemporaneous oral agreements and understandings relating to such subject matter.
M.Execution. This Agreement may be executed in counterparts and by different signatories on separate counterparts, each of which shall be deemed an original, but all of which shall together be one and the same Agreement. One or more counterparts of this Agreement may be delivered by facsimile or electronic transmission with the intent that it or they shall constitute an original counterpart hereof. One or more counterparts of this Agreement may be signed by electronic signature.
N.Good Faith and Voluntary Entry. Each Party warrants and represents that it negotiated the terms of this Agreement in good faith. Each of the Parties and Participating Subdivisions warrants and represents that it freely and voluntarily entered into this Agreement without any degree of duress or compulsion. The Parties and Participating Subdivisions state that no promise of any kind or nature whatsoever (other than the written terms of this Agreement) was made to them to induce them to enter into this Agreement O.Legal Obligations. Nothing in this Agreement shall be construed as relieving Walgreens of the obligation to comply with all state and federal laws, regulations or rules, nor shall any of the provisions herein be deemed to be permission to engage in any acts or practices prohibited by such laws, regulations, or rules. Except with respect to the Injunctive Relief Terms, in the event of a conflict between this Agreement and any requirement or requirements of federal, state, or local laws, such that Walgreens cannot comply with this Agreement without violating such a requirement or requirements, Walgreens shall document such conflicts and notify the State Attorneys General of the relevant Settling States that it intends to comply with the requirement or requirements to the extent necessary to eliminate the conflict. With respect to the Injunctive Relief Terms, in the event of such a conflict, the procedures set forth in the Injunctive Relief Terms will be followed.
P.No Prevailing Party. The Parties and Participating Subdivisions each agree that they are not the prevailing party in this action, for purposes of any claim for fees, costs, or expenses as prevailing parties arising under common law or under the terms of any statute, because the Parties and Participating Subdivisions have reached a good faith settlement.
Q.Waive Challenge. The Parties and Participating Subdivisions each further waive any right to challenge or contest the validity of this Agreement on any ground, including, without limitation, that any term is unconstitutional or is preempted by, or in conflict with, any current or
57 future law. Nothing in the previous sentence shall modify, or be construed to conflict with, Section XIII.O.
R.Non-Admissibility. The settlement negotiations resulting in this Agreement have been undertaken by the Parties and by certain representatives of the Participating Subdivisions in good faith and for settlement purposes only, and no evidence of negotiations or discussions underlying this Agreement shall be offered or received in evidence in any action or proceeding for any purpose. This Agreement shall not be offered or received in evidence in any action or proceeding for any purpose other than in an action or proceeding arising under or relating to this Agreement.
S.Notices. All notices or other communications under this Agreement shall be in writing (including, but not limited to, electronic communications) and shall be given to the recipients indicated below:
For the Attorney(s) General:
Josh Stein, Attorney General
North Carolina Department of Justice
Attn: Daniel Mosteller, Deputy General Counsel
PO Box 629
Raleigh, NC 27602
[email protected]
Dave Yost, Attorney General
Ohio Attorney’s General Office
Attn: Jonathan Blanton, First Assistant Attorney General 30 East Broad Street
Columbus, OH 43215
[email protected]
Letitia James, Attorney General
New York State Office of the Attorney General
Attn: Jennifer Levy, First Deputy Attorney General
28 Liberty Street
New York, NY 10005
[email protected]
For the Plaintiffs' Executive Committee:
Co-leads
Jayne Conroy
Simmons Hanly Conroy LLC
112 Madison Avenue
7th Floor
58 New York, NY 10016-7416
[email protected]
Paul T. Farrell, Jr.
Farrell & Fuller, LLP
270 Munoz Rivera Ave.
Suite 201
San Juan, Puerto Rico 00918
[email protected]
Joseph F. Rice
Motley Rice LLC
28 Bridgeside Blvd.
Mount Pleasant, SC 29464
[email protected]
For Walgreens:
Harlan Levy
Foley Hoag LLP
1301 Avenue of the Americas
New York, New York 10019
[email protected]
Kristyn DeFilipp
Foley Hoag LLP
155 Seaport Boulevard
Boston, MA 02110
[email protected]
and
Wayne B. Mason
Faegre Drinker
1717 Main Street, Ste. 5400
Dallas, TX 75201-7367
[email protected]
and
Michael J. Freeman
104 Wilmot Road, MS#144Q
59 Deerfield, IL 60015
[email protected]
Any Party or the Plaintiffs' Executive Committee may change or add the contact information of the persons designated to receive notice on its behalf by notice given (effective upon the giving of such notice) as provided in this Section XIII.S.
T.No Waiver. The waiver of any rights conferred hereunder shall be effective only if made by written instrument executed by the waiving Party or Parties. The waiver by any Party of any breach of this Agreement shall not be deemed to be or construed as a waiver of any other breach, whether prior, subsequent, or contemporaneous, nor shall such waiver be deemed to be or construed as a waiver by any other Party.
U.Preservation of Privilege. Nothing contained in this Agreement or any Consent Judgment, and no act required to be performed pursuant to this Agreement or any Consent Judgment, is intended to constitute, cause, or effect any waiver (in whole or in part) of any attorney-client privilege, work product protection, or common interest/joint defense privilege, and each Party and Participating Subdivision agrees that it shall not make or cause to be made in any forum any assertion to the contrary.
V.Successors.
1.This Agreement shall be binding upon, and inure to the benefit of, Walgreens and its respective successors and assigns.
2.Walgreens shall not, in one (1) transaction or a series of related transactions, sell or transfer U.S. assets having a fair market value equal to twenty-five percent (25%) or more of the consolidated assets of Walgreens (other than sales or transfers of inventories, or sales or transfers to an entity owned directly or indirectly by Walgreens) where the sale or transfer is announced after the Reference Date, is not for fair consideration, and would foreseeably and unreasonably jeopardize Walgreens’ ability to make the payments under this Agreement that are due on or before the third Payment Date following the close of a sale or transfer transaction, unless Walgreens obtains the acquiror's agreement that it will be either a guarantor of or successor to the percentage of Walgreens remaining Payment Obligations under this Agreement equal to the percentage of Walgreens’ consolidated assets being sold or transferred in such transaction. Percentages under this section shall be determined in accordance with United States generally accepted accounting principles and as of the date of Walgreens most recent publicly filed consolidated balance sheet prior to the date of entry into the sale or transfer agreement at issue. This Section XIII.V shall be enforceable solely by the Settling States, and any objection under this Section XIII.V not raised within sixty (60) calendar days of the announcement of the relevant transaction is waived.
W.Modification, Amendment, Alteration. In the event the Plaintiffs’ Executive Committee, the Executive Committee of the State Attorneys General, or Walgreens concludes prior to December 21, 2022 that technical corrections are required to this Agreement, the Plaintiffs’ Executive Committee, the Executive Committee of the State Attorneys General, and Walgreens shall meet and confer and make such amendments as they agree are appropriate. After the Reference Date, any modification, amendment, or alteration of this Agreement by the Parties shall be binding only if evidenced in writing signed by Walgreens, along with the signature of at
60 least thirty-seven (37) of those then serving as Attorney General of the Settling States along with a representation from each Attorney General that either: (1) the advisory committee or similar entity established or recognized by that State (either pursuant to Section V.E.2.c, by a State- Subdivision Agreement, or by statute) voted in favor of the modification, amendment or alteration of this Agreement including at least one member appointed by the Participating Subdivisions listed on Exhibit G; or (2) in States without any advisory committee, that 50.1% (by population) of the Participating Subdivisions listed on Exhibit G expressed approval of the modification, amendment, or alteration of this Agreement in a writing.
X.Termination.
1.Unless otherwise agreed to by each of Walgreens and the State, this Agreement and all of its terms (except Section XIII.R and any other non-admissibility provisions, which shall continue in full force and effect) shall be canceled and terminated with respect to the Settling State, and the Agreement and all orders issued by the courts in the Settling State pursuant to the Agreement shall become null and void and of no effect if one or more of the following conditions applies:
a.a Consent Judgment approving this Agreement without
modification of any of the Agreement's terms has not been entered as to a Settling State by a court of competent jurisdiction on or before one hundred eighty (180) calendar days after the Effective Date;
b.this Agreement or the Consent Judgment as to that Settling State has been disapproved by a court of competent jurisdiction to which it was presented for approval and/or entry (or, in the event of an appeal from or review of a decision of such a court to approve this Agreement and the Consent Judgment, by the court hearing such appeal or conducting such review), and the time to appeal from such disapproval has expired, or, in the event of an appeal from such disapproval, the appeal has been dismissed or the disapproval has been affirmed by the court of last resort to which such appeal has been taken and such dismissal or disapproval has become no longer subject to further appeal (including, without limitation, review by the United States Supreme Court); or
2.If this Agreement is terminated with respect to a Settling State for whatever reason pursuant to Section XIII.X.1, then:
a.an applicable statute of limitation or any similar time requirement (excluding any statute of repose) shall be tolled from the date the Settling State signed this Agreement until the later of the time permitted by applicable law or for one year from the date of such termination, with the effect that Walgreens and the Settling State shall be in the same position with respect to the statute of limitation as they were at the time the Settling State filed its action; and b.Walgreens and the State shall jointly move the relevant court of competent jurisdiction for an order reinstating the actions and claims dismissed pursuant to the terms of this Agreement governing dismissal, with the effect that
61 Walgreens and the State shall be in the same position with respect to those actions and claims as they were at the time the action or claim was stayed or dismissed.
3.Unless Walgreens and the Enforcement Committee agree otherwise, this Agreement, with the exception of the Injunctive Relief Terms that have their own provisions on duration, shall terminate as to all Parties as of the Payment Date for Payment Year 15, provided that Walgreens’ has performed its Payment obligations under the Agreement as of that date.
Notwithstanding any other provision in this Section XIII.X.3 or in this Agreement, all releases under this Agreement will remain effective despite any termination under this Section XIII.X.3.
Y.Governing Law. Except as (1) otherwise provided in this Agreement or (2) as necessary, in the sole judgment of the National Arbitration Panel, to promote uniformity of interpretation for matters within the scope of the National Arbitration Panel’s authority, this Agreement shall be governed by and interpreted in accordance with the respective laws of the Settling State, without regard to the conflict of law rules of such Settling State, that is seeking to enforce the Agreement against Walgreens or against which Walgreens is seeking enforcement.
Notwithstanding any other provision in this subsection on governing law, any disputes relating to the Settlement Fund Escrow shall be governed by and interpreted in accordance with the law of the State where the escrow agent has its primary place of business.
Z.Bankruptcy. The following provisions shall apply if Walgreens enters Bankruptcy and (i) the Walgreens bankruptcy estate recovers, pursuant to 11 U.S.C. § 550, any payments made under this Agreement, or (ii) this Agreement is deemed executory and is rejected by Walgreens pursuant to 11 U.S.C. § 365:
1.In the event that the both a number of Settling States equal to at least seventy-five percent (75%) of the total number of Settling States and Settling States having aggregate Overall Allocation Percentages as set forth on Exhibit F equal to at least seventy-five percent (75%) of the total aggregate Overall Allocation Percentages assigned to all Settling States deem (by written notice to Walgreens) that the financial obligations of this Agreement have been terminated and rendered null and void (except as provided in Section XIII.Z.1.a) due to a material breach by Walgreens, whereupon:
a.all agreements, all concessions, all reductions of Releasing Parties' Claims, and all releases and covenants not to sue, contained in this Agreement shall immediately and automatically be deemed null and void as to Walgreens; the Settling States shall be deemed immediately and automatically restored to the same position they were in immediately prior to their entry into this Settlement Agreement in respect to Walgreens shall have the right to assert any and all claims against Walgreens in the Bankruptcy or otherwise without regard to any limits or agreements as to the amount of the settlement otherwise provided in this Agreement; provided, however, that notwithstanding the foregoing sentence, (i) all reductions of Releasing Parties' Claims, and all releases and covenants not to sue, contained in this Agreement shall remain in full force and effect as to all persons or entities other than Walgreens itself; and (ii) in the event the State asserts any Released Claim against Walgreens after the rejection and/or termination of this Agreement as described in this Section XIII.Z.1.a and receives
62 a judgment, settlement or distribution arising from such Released Claim, then the amount of any payments the State has previously received from Walgreens under this Agreement shall be applied to reduce the amount of any such judgment, settlement or distribution (provided that no credit shall be given against any such judgment, settlement or distribution for any payment that the State is required to disgorge or repay to Walgreens’ bankruptcy estate); and b.the Settling States may exercise all rights provided under the federal Bankruptcy Code (or other applicable bankruptcy or non-bankruptcy law) with respect to their Claims against Walgreens subject to all defenses and rights of the Walgreens.
AA.Waiver. Walgreens, for good and valuable consideration the receipt of which is acknowledged, hereby (a) waives, foregoes and relinquishes all rights to utilize and/or seek relief under any of the following laws of the State of Texas for the restructuring of its debts or liabilities related to Released Claims, Claims that would have been Released Claims if they had been brought by a Releasor against a Released Entity before the Effective Date, or this Agreement: Tex. Bus. Orgs. Code § 10.003 (Contents of Plan of Merger: More Than One Successor) or any other statute of Subchapter A of Chapter 10 of Tex. Bus. Orgs. Code to the extent such statute relates to multi-successor mergers (and/or any other similar laws or statutes in any other state or territory); Tex. Bus. Orgs. Code §§ 11.01–11.414 (Winding Up and Termination of Domestic Entity); or Tex. Bus. & Com. Code §§ 23.01–23.33 (Assignments for the Benefit of Creditors) (collectively, the “Texas Statutes”), and (b) agrees, warrants and represents that it will not file, request or petition for relief under the Texas Statutes related to its debts or liabilities related to Released Claims, Claims that would have been Released Claims if they had been brought by a Releasor against a Released Entity before the Effective Date, or this Agreement, in each case until such time as all of Walgreens’ payment obligations incurred hereunder are satisfied in full. The foregoing waiver and relinquishment includes, without limitation, until such time as all of Walgreens’ payment obligations incurred hereunder are satisfied in full, Walgreens’ rights to execute a divisional merger or equivalent transaction or restructuring related to its debts or liabilities related to Released Claims, Claims that would have been Released Claims if they had been brought by a Releasor against a Released Entity before the Effective Date, or this Agreement that in each case has the intent or foreseeable effect of (i) separating material assets from material liabilities and (ii) assigning or allocating all or a substantial portion of those liabilities to any subsidiary or affiliate that files for relief under chapter 11 of the Bankruptcy Code, or pursuant to which such subsidiary or affiliate that files for relief under chapter 11 of the Bankruptcy Code would be assuming or retaining all or a substantial portion of those liabilities.
FH11185097.1
EXHIBIT A
Alleged Harms
The following expert reports that were filed in connection with the case captioned In re:
National Prescription Opiate Litigation, No. 1: 17-md-2804 (N.D. Ohio) provide non-exclusive examples of Alleged Harms:
1. Expert report of G. Caleb Alexander, dated April 16, 2021.
2. Expert report of David Cutler, dated April 16, 2021; supplemental expert report of David Cutler, dated April 21, 2021; and second supplemental expert report of David Cutler, dated May 10, 2021.
3. Expert report of David Herzberg, dated April 16, 2021.
4. Expert report of Katherine M. Keyes, Ph.D., dated April 16, 2021; supplemental expert report of Katherine M. Keyes, Ph.D, dated June 2, 2021.
5. Expert report of Dr. Anna Lembke, dated April 16, 2021.
6. Expert report of Harvey Rosen, dated April 16, 2021.
7. Expert report of Nancy Young, dated April 16, 2021.
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EXHIBIT B
Enforcement Committee Organization Bylaws
ARTICLE I
These bylaws constitute the code of rules adopted by the Settling States and Participating Subdivisions for the creation of an Enforcement Committee (the “Committee”) to exist and operate during the term of the Agreement in connection with Walgreens and shall control the regulation and management of the Committee’s affairs.
ARTICLE II
Purpose
The Committee is organized for the sole purpose of evaluating and taking such action as deemed reasonable, necessary, and appropriate by the members of the Committee on the matters delegated to the Committee under that certain Settlement Agreement between the Settling States and Walgreens dated December [__], 2022.
ARTICLE III
Members of the Committee
A. Number of Members
The Committee will consist of sixteen (16) members (the “Members”). Upon majority resolution of the Committee, the number of Members may be increased or decreased from time to time, but in no event shall a decrease have the effect of decreasing the total number of Members to less than seven Members.
B. Initial Members
The Committee initially will consist of ten (10) Settling State Members and six (6) Participating Subdivision Members; three (3) of the Participating Subdivisions shall be counties and three (3) shall be municipalities. The initial Settling State Members are representatives from: Connecticut, Delaware, Illinois, Indiana, Louisiana, New York, North Carolina, Ohio, Tennessee, and Texas. The initial Participating Subdivision Members are: [●]. Until fifteen (15) months from the Effective Date contained in the Settlement Agreement, the Participating Subdivisions may designate their outside counsel to serve as their representative. After fifteen (15) months from the Effective Date, an employee or official of the Participating Subdivision must be the designated as the representative of the Participating Subdivision.
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C. Term of Members
The term of office for Members of the Committee will be until the end of the term of the Settlement Agreement unless and until a Member withdraws or resigns from the Committee.
D. Resignation
Any Member may resign at any time by delivering written notice to the Chairperson of the Committee. Such resignation shall take effect upon receipt or, if later, at the time specified in the notice.
E. Removal
(a) Any Member may be removed without cause, at any time, by a majority of the entire Committee, at a Regular or Special Meeting called for that purpose. Any Member under consideration of removal must first be notified about the consideration by written notice at least five days prior to the meeting at which the vote takes place. (b) In the event that any Member is not a Settling State or a Participating Subdivision or the Member subsequently becomes a Later Litigating Subdivision, the Member shall be removed immediately without notice or vote of the Committee.
F. Vacancies
In the event of a vacancy, the Members of the same type (Settling State or Participating Subdivision) shall select another Settling State or Participating Subdivision to fill that Member’s position.
G. Compensation
Members shall not receive any salaries or other compensation for their services, but, by resolution of the Committee, may be reimbursed for any actual expenses incurred in the performance of their duties for the Committee, as long as a majority of disi nterested Members approve the reimbursement. Any reimbursement shall be sought from the Settlement Fund Administrator.
ARTICLE IV
Conflicts of Interest and Code of Ethics
If a Member, agent, or employee of the Committee has a conflict of interest, he or s he may not participate in a vote, discussion, or decision about the matter. Each Member shall follow any applicable state or local law with respect to conflicts, gifts, and ethics.
ARTICLE V
Committee Meetings
A. Place of Meetings
Meetings of the Committee will be held at any place that the Chairperson may designate, including by telephonic or electronic means.
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B. Regular Meetings
Regular meetings of the Committee shall be held as deemed necessary by the Chairperson or any three members.
C. Notice of Meetings
Written notice of the date, time, place and subject of each meeting must be provided to the Members at least 72 hours before the scheduled time of the meeting, except when there is an emergency or urgent public necessity.
D. Quorum
A majority of the incumbent Members (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business.
E. Voting and Proxy
When it is necessary to vote on any matter before the Committee, Members may vote by electronic means as provided in these Bylaws. Proxy voting is permitted. In order for a matter to pass, the matter must have a majority vote of Members present and must have at least one vote from a Settling State Member and a Participating Subdivision Member. In the event that there is a Quorum, but no Settling State or Participating Subdivision Member is present, then a matter may pass with a simple majority vote.
F. Minutes
The Committee shall prepare and keep minutes. The minutes must state the subject of each deliberation and indicate each vote, order, decision, or other action taken.
ARTICLE VI
Officers
A. Roster of Officers
The Committee shall have a Chairperson, a Vice Chairperson, and a Secretary. The Committee may have at its discretion, such other officers as may be appointed by the Members of the Committee. One person may hold two or more offices, except those serving as Chairperson.
B. Election and Removal of Officers
All officers shall serve two-year terms. The election shall be conducted at the first meeting of the fiscal year. Officers shall remain in office until their successors have been selected.
Officers may serve consecutive terms without limit. The election of officers shall be by majority vote of the Members of the Committee attending the meeting.
C. Vacancies
If a vacancy occurs during the term of office for any elected officer, the Members of the Committee shall elect a new officer to fill the remainder of the term as soon as practical, by majority vote of Members present.
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D. Chairperson
The Chairperson will supervise and control the affairs of the Committee and shall exercise such supervisory powers as may be given him/her by the Members of the Committee. The Chairperson will perform all duties incident to such office and such other duties as may be provided in these bylaws or as may be prescribed from time to time by the Committee. The Chairperson shall preside at all meetings and shall exercise parliamentary control in accordance with Robert’s Rules of Order.
E. Vice Chairperson
The Vice Chairperson shall act in place of the Chairperson in the event of the Chairperson’s absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the Committee. The Vice Chairperson shall serve as the parliamentarian and interpret any ambiguities of the bylaws.
F. Secretary
The Secretary will keep and maintain all records related to the Committee and take minutes of all meetings.
G. Records
All elected officers and committee chairpersons shall relinquish their records to the Chairperson immediately upon the completion of their term of office or completion of a project.
H. Resignation
An officer may resign the office while not resigning membership from the Committee, by submitting a letter to the Chairperson. Vacancies occurring in any office shall be appointed for the remainder of the term.
ARTICLE VII
Duties
A. Prior to the Effective Date
The Committee shall be responsible for any additional negotiations with Walgreens, including, but not limited to, negotiating extensions of any periods created by the Settlement Agreement, except that any additional negotiations related to the Injunctive Relief Terms (Exhibit [●]) shall be handled by the States Injunctive Relief Committee in accordance with the terms of Exhibit [●].
B. After the Effective Date
The Committee shall establish procedures for the receipt of notices that a dispute exists concerning the Agreement and review of such disputes, pursuant to Section [●] of the Agreement. Members may engage with Walgreens, Settling States, and Participating Subdivisions attempting to resolve any dispute without further action by the Committee.
The Committee may request additional information from Walgreens, Settling States, and Participating Subdivisions to the extent the Committee believes such information is necessary to understand, resolve, or provide advice related to a dispute. The Committee
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shall endeavor to provide advice relative to the dispute no later than 60 days after receipt of notice.
ARTICLE VIII
Rules of Procedure
The proceedings and business of the Committee shall be governed by Robert’s Rules of Order unless otherwise waived by the Committee.
ARTICLE IX
Operations
A. Records
The Committee will keep correct and complete records and will also keep minutes of the proceedings of the Committee meetings and Committees. The Committee will keep such records at its principal place of business at a place designated by the Chairperson.
All elected officers and committee chairpersons shall relinquish their records to the Chairperson, immediately upon the completion of their term of office.
B. Inspection of Books and Records
The minutes of a meeting are public records and shall be available for public inspection and copying on request to the Committee’s Chairperson or the Chairperson’s designee.
C. Amendments
The bylaws may be amended at any time by a vote of a majority of Members present and must have at least one vote from a Settling State Member and a Participating Subdivision Member. In the event that there is a Quorum, but no Settling State or Participating Subdivision Member is present, then a matter may pass with a simple majority vote.
FH11185097.1
EXHIBIT C
Litigating Subdivisions Exhibit
1. Alabaster, City of, Alabama
2. Albertville, City of, Alabama
3. Arab, City of, Alabama
4. Ashville, City of, Alabama
5. Athens, City of, Alabama
6. Attala, City of, Alabama
7. Auburn, City of, Alabama
8. Baldwin, County of, Alabama
9. Bessemer, City of, Alabama
10. Birmingham, City of, Alabama
11. Boaz, City of, Alabama
12. Brewton, City of, Alabama
13. Bridgeport, City of, Alabama
14. Brookwood, Town of, Alabama
15. Butler, Town of, Alabama
16. Calera, City of, Alabama
17. Calhoun, County of, Alabama
18. Camp Hill, Town of, Alabama
19. Centre, City of, Alabama
20. Centreville, City of, Alabama
21. Cedar Bluff, Town of, Alabama
22. Cherokee, Town of, Alabama
23. Clanton, City of, Alabama
24. Coffee, County of, Alabama
25. Columbiana, City of, Alabama
26. Cullman, City of, Alabama
27. Cullman, County of, Alabama
28. Dadeville, City of, Alabama
29. Dallas, County of, Alabama
30. Daphne, City of, Alabama
31. Decatur, City of, Alabama
32. Dora, City of, Alabama
33. Douglas, Town of, Alabama
34. East Brewton, City of, Alabama
35. Elmore, County of, Alabama
36. Enterprise, City of, Alabama
37. Etowah, County of/Etowah (Sheriff of) County of, Alabama
38. Fairhope, City of, Alabama
FH11185097.1
39. Florence, City of, Alabama
40. Foley, City of, Alabama
41. Fort Deposit, Town of, Alabama
42. Fort Payne, City of, Alabama
43. Fultondale, City of, Alabama
44. Gadsden, City of, Alabama
45. Geraldine, Town of, Alabama
46. Grant, Town of, Alabama
47. Graysville, City of, Alabama
48. Gilbertown, Town of, Alabama
49. Gulf Shores, City of, Alabama
50. Guntersville, City of, Alabama
51. Hartselle, City of, Alabama
52. Helena, City of, Alabama
53. Henagar, City of, Alabama
54. Homewood, City of, Alabama
55. Hoover, City of, Alabama
56. Huntsville, City of, Alabama
57. Irondale, City of, Alabama
58. Jasper, City of, Alabama
59. Jackson, County of, Alabama
60. Lauderdale, County of, Alabama
61. Leesburg, City of, Alabama
62. Leighton, Town of, Alabama
63. Lincoln City of, Alabama
64. Madison, County of, Alabama
65. Marion, County of, Alabama
66. Marshall County, Alabama
67. Millbrook, City of, Alabama
68. Mobile, County of, Alabama
69. Mobile County Board of Health, Alabama
70. Moody, City of, Alabama
71. Morgan, County of, Alabama
72. Munford, Town of, Alabama
73. New Hope, City of, Alabama
74. Northport, City of, Alabama
75. Oakman, Town of, Alabama
76. Opelika, City of, Alabama
77. Orange Beach, City of, Alabama
78. Pelham, City of, Alabama
79. Phenix City, City of, Alabama
80. Pickens, County of, Alabama
FH11185097.1
81. Piedmont, City of, Alabama
82. Pike, County of, Alabama
83. Prattville, City of, Alabama
84. Ragland, City of, Alabama
85. Rainbow City, City of, Alabama
86. Randolph, County of, Alabama
87. Red Bay, City of, Alabama
88. Roanoke, City of, Alabama
89. Robertsdale, City of, Alabama
90. Russellville, City of, Alabama
91. Saraland, City of, Alabama
92. Scottsboro, City of, Alabama
93. Selma, City of, Alabama
94. Semmes, City of, Alabama
95. Sheffield, City of, Alabama
96. Slocomb, City of, Alabama
97. Spanish Fort, City of, Alabama
98. Springville, City of, Alabama
99. Sumiton, City of, Alabama
100. Sylacauga, City of, Alabama
101. Talladega, County of, Alabama
102. Tallapoosa, County of, Alabama
103. Thomasville, City of, Alabama
104. Troy, City of, Alabama
105. Trussville, City of, Alabama
106. Tuscaloosa, City of, Alabama
107. Tuscaloosa, County of, Alabama
108. Vestavia Hills, City of, Alabama
109. Walker, County of, Alabama
110. West Blocton, Town of, Alabama
111. Wetumpka, City of, Alabama
112. Winston, County of, Alabama
113. Woodville, Town of, Alabama
114. Arizona Municipal Risk Retention Pool, Arizona
115. Cochise, County of, Arizona
116. Kingman, City of, Arizona
117. Maricopa, County of, Arizona
118. Mohave, County of, Arizona
119. Navajo, County of, Arizona
120. Phoenix, City of, Arizona
121. Pinal, County of, Arizona
122. Prescott, City of, Arizona
FH11185097.1
123. Yuma, County of, Arizona
124. Alameda, County of, California
125. Amador, County of, California
126. Butte, County of, California
127. Calaveras, County of, California
128. Chico, City of, California
129. Chula Vista, City of, California
130. Clearlake, City of, California
131. Costa Mesa, City of, California
132. Del Norte, County of, California
133. Dublin, City of, California
134. El Dorado, County of, California
135. Eureka, City of, California
136. Fresno, County of, California
137. Fullerton, City of, California
138. Humboldt, County of, California
139. Imperial, County of, California
140. Inyo, County of, California
141. La Hambra, City of, California
142. La Mesa, City of, California
143. Laguna Beach, City of, California
144. Lakeport, City of, California
145. Lassen, County of, California
146. Los Angeles, City of, California
147. Los Angeles, County of, California
148. Madera, County of, California
149. Marin, County of, California
150. Mariposa, County of, California
151. Mendocino, County of, California
152. Merced, County of, California
153. Modoc, County of, California
154. Mono, County of, California
155. Monterey, County of, California
156. Murrieta, City of, California
157. Nevada, County of, California
158. Oxnard, City of, California
159. Placentia, City of, California
160. Placer, County of, California
161. Plumas, County of, California
162. Riverside, County of, California
163. Sacramento, City of, California
164. Sacramento, County of, California
FH11185097.1
165. San Benito, County of, California
166. San Bernardino, County of, California
167. San Clemente, City of, California
168. San Diego, County of, California
169. San Luis Obispo, County of, California
170. San Francisco, City of, California
171. San Francisco, County of, California
172. San Jose, City of, California
173. San Mateo, County of, California
174. Santa Ana, City of, California
175. Santa Barbara, County of, California
176. Santa Cruz, County of, California
177. Santa Rosa, County of, California
178. Shasta, County of, California
179. Sonoma, County of, California
180. Sutter, County of, California
181. Tehama, County of, California
182. Trinity, County of, California
183. Tulare, County of, California
184. Tuolumne, County of, California
185. Ventura, County of, California
186. Westminster, City of, California
187. Yolo, County of, California
188. Yuba, County of, California
189. Adams, County of, Colorado
190. Alamosa, City of, Colorado
191. Alamosa, County of, Colorado
192. Arapahoe, County of, Colorado
193. Aurora, County of, Colorado
194. Black Haw, City of, Colorado
195. Boulder, County of, Colorado
196. Brighton, City of, Colorado
197. Broomfield, City of, Colorado
198. Broomfield, County of, Colorado
199. Chaffe, County of, Colorado
200. Commerce City, City of, Colorado
201. Conejos, County of, Colorado
202. Denver, City of, Colorado
203. Denver, County of, Colorado
204. Federal Heights, City of, Colorado
205. Fremont, County of, Colorado
206. Greeley, City of, Colorado
FH11185097.1
207. Hudson, Town of, Colorado
208. Jefferson, County of, Colorado
209. Lakewood, City of, Colorado
210. Larimer, County of, Colorado
211. Las Animas, County of, Colorado
212. Mesa, County of, Colorado
213. Northglenn, City of, Colorado
214. Otero, County of, Colorado
215. Pueblo, County of, Colorado
216. Sheridan, City of, Colorado
217. Thornton, City of, Colorado
218. Teller, County of, Colorado
219. Tri-County Health Department, Colorado
220. Westminster, City of, Colorado
221. Wheat Ridge, City of, Colorado
222. Enfield, Town of, Connecticut
223. Middletown, City of, Connecticut
224. Monroe, Town of, Connecitcut
225. Norwich, City of, Connecticut
226. Waterbury, City of, Connecticut
227. Wethersfield, Town of, Connecticut
228. Windham, Town of, Connecticut
229. Dover, City of, Delaware
230. Kent, County of, Delaware
231. Seaford, City of, Delaware
232. Sussex, County of, Delaware
233. Albany, City of, Georgia
234. Appling, County of, Georgia
235. Athens-Clarke, County of, Georgia
236. Atlanta, City of, Georgia
237. Augusta, City of, Georgia
238. Bainbridge, City of, Georgia
239. Baldwin, County of/Baldwin, (Sheriff of) County of, Georgia 240. Banks, County of, Georgia
241. Bartow, County of, Georgia
242. Bibb, County of/Bibb, (Sheriff of) County of, Georgia 243. Brantley, County of, Georgia
244. Buloch, County of, Georgia
245. Burke, County of, Georgia
246. Butts, County of, Georgia
247. Camden, County of, Georgia
248. Candler, County of, Georgia
FH11185097.1
249. Candler County Hospital Authority, Georgia
250. Carroll, County of, Georgia
251. Catoosa, County of, Georgia
252. Charlton, County of, Georgia
253. Cherokee, County of, Georgia
254. Clay, County of, Georgia
255. Clayton, County of, Georgia
256. Clinch, County of, Georgia
257. Clinch County Hospital Authority, Georgia
258. Cobb, County of, Georgia
259. Columbia, County of, Georgia
260. Columbus, City of, Georgia
261. Cook, County of, Georgia
262. Crisp, County of/Crisp, (Sheriff of) County of, Georgia 263. Dade, County of, Georgia
264. Dawson, County of, Georgia
265. Decatur, County of, Georgia
266. Dekalb, County of, Georgia
267. Dooly, County of, Georgia
268. Dougherty, County of, Georgia
269. Early, County of, Georgia
270. Effingham, County of, Georgia
271. Elbert, County of, Georgia
272. Emanuel, County of, Georgia
273. Evans, County of, Georgia
274. Fayette, County of, Georgia
275. Forsyth, County of, Georgia
276. Fulton, County of, Georgia
277. Gainesville, City of, Georgia
278. Glascock, County of, Georgia
279. Glynn, County of/Glynn, (Sheriff of) County of, Georgia 280. Grady, County of, Georgia
281. Greene, County of, Georgia
282. Gwinnett, County of, Georgia
283. Habersham, County of, Georgia
284. Hall, County of, Georgia
285. Hancock, County of, Georgia
286. Henry, County of, Georgia
287. Houston, County of/Houston (Sheriff of) County of, Georgia 288. Irwin, County of, Georgia
289. Jackson, County of, Georgia
290. Jasper, County of, Georgia
FH11185097.1
291. Jefferson, County of, Georgia
292. Johnson, County of, Georgia
293. Jones, County of/Jones, (Sheriff of) County of, Georgia 294. Laurens, County of, Georgia
295. Lee, County of, Georgia
296. Liberty, County of, Georgia
297. Lincoln, County of, Georgia
298. Long, County of, Georgia
299. Lowndes, County of, Georgia
300. Lumpkin, County of, Georgia
301. Macon Bibb, County of, Georgia
302. Madison, County of, Georgia
303. McDuffie, County of, Georgia
304. McIntosh, County of, Georgia
305. Milledgeville, City of, Georgia
306. Montgomery, County of, Georgia
307. Murray, County of, Murray, (Sheriff of) County of, Georgia 308. Newton, County of, Georgia
309. Oconee, County of, Georgia
310. Oglethorpe, County of, Georgia
311. Pike, County of, Georgia
312. Polk, County of, Georgia
313. Pulaski, County of, Georgia
314. Rabun, County of, Georgia
315. Randolph, County of, Georgia
316. Rockdale, County of, Georgia
317. Rome, City of, Georgia
318. Sandy Springs, City of, Georgia
319. Savannah, City of, Georgia
320. Screven, County of, Georgia
321. Seminole, County of, Georgia
322. Spalding, County of, Georgia
323. Springfield, County of, Georgia
324. Stephens, County of, Georgia
325. Sumter, County of, Georgia
326. Taliaferro, County of, Georgia
327. Tattnall, County of, Georgia
328. Tift, County of/Tift, (Sheriff of) County of, Georgia 329. Tifton, City of, Georgia
330. Toombs, County of, Georgia
331. Towns, County of, Georgia
332. Troup, County of, Georgia
FH11185097.1
333. Twiggs, County of, Georgia
334. Union, County of, Georgia
335. Walton, County of, Georgia
336. Ware, County of/Ware, (Sheriff of) County of, Georgia 337. Warren, County of, Georgia
338. Washington, County of, Georgia
339. Wayne, County of/Wayne, (Sheriff of) County of, Georgia 340. Wilkes, County of, Georgia
341. Worth, County of, Georgia
342. Kauai, County of, Hawaii
343. Adams, County of, Idaho
344. Blaine, County of, Idaho
345. Bingham, County of, Idaho
346. Boise, County of, Idaho
347. Bonneville, County of, Idaho
348. Camas, County of, Idaho
349. Canyon, County of, Idaho
350. Caribou, County of, Idaho
351. Cassia, County of, Idaho
352. Elmore, County of, Idaho
353. Gooding, County of, Idaho
354. Latah, County of, Idaho
355. Minidoka, County of, Idaho
356. Owyhee, County of, Idaho
357. Payette, County of, Idaho
358. Board of Education of Thornton Township High Schools, District 20, Illinois 359. Boone, County of, Illinois
360. Calhoun, County of, Illinois
361. Christian, County of, Illinois
362. Coles, County of, Illinois
363. Effingham, County of, Illinois
364. Franklin, County of, Illinois
365. Herrin, City of, Illinois
366. Jefferson, County of, Illinois
367. Johnson, County of, Illinois
368. Lee, County of, Illinois
369. Livingston, County of, Illinois
370. Marion, City of, Illinois
371. Marion, County of, Illinois
372. Massac, County of, Illinois
373. Metropolis, City of, Illinois
374. Rockford, City of, Illinois
FH11185097.1
375. Saline, County of, Illinois
376. Schuyler, County of, Illinois
377. Union, County of, Illinois
378. West Frankfort, City of, Illinois
379. Winnebago, County of, Illinois
380. Sangamon, County of, Illinois
381. Alexandria, City of, Indiana
382. Allen, County of, Indiana
383. Atlanta, Town of, Indiana
384. Beech Grove, City of, Indiana
385. Benton, County of, Indiana
386. Brownstown, Town of, Indiana
387. Chandler, Town of, Indiana
388. Danville, Town of, Indiana
389. Delaware, County of, Indiana
390. Elwood, City of, Indiana
391. Evansville, City of, Indiana
392. Fishers, City of, Indiana
393. Franklin, City of, Indiana
394. Franklin, County of, Indiana
395. Fort Wayne, City of, Indiana
396. Gary, City of, Indiana
397. Greenwood, City of, Indiana
398. Hammond, City of, Indiana
399. Harrison, County of, Indiana
400. Howard, County of, Indiana
401. Huntington, City of, Indiana
402. Indianapolis, City of, Indiana
403. Jackson, County of, Indiana
404. Jasper, City of, Indiana
405. Jeffersonville, City of, Indiana
406. Jennings, County of, Indiana
407. Lafayette, City of, Indiana
408. Lake, County of, Indiana
409. LaPorte, County of, Indiana
410. Lawrence, City of, Indiana
411. Lawrence, County of, Indiana
412. Logansport, City of, Indiana
413. Madison, County of, Indiana
414. Marshall, County of, Indiana
415. Martinsville, City of, Indiana
416. Mooresville, Town of, Indiana
FH11185097.1
417. Morgan, County of, Indiana
418. Muncie, City of, Indiana
419. New Albany, City of, Indiana
420. New Castle, City of, Indiana
421. Noblesville, City of, Indiana
422. Pendleton, Town of, Indiana
423. Peru, City of, Indiana
424. Plainfield, Town of, Indiana
425. Porter, County of, Indiana
426. Portland, City of, Indiana
427. Richmond, City of, Indiana
428. Ripley, County of, Indiana
429. St. Clair, County of, Indiana
430. St. Joseph, County of, Indiana
431. Sheridan, Town of, Indiana
432. South Bend, City of, Indiana
433. Starke, County of, Indiana
434. Terre Haute, City of, Indiana
435. Tippecanoe, County of, Indiana
436. Upland, Town of, Indiana
437. Vanderburgh, County of, Indiana
438. Vigo, County of, Indiana
439. West Lafayette, City of, Indiana
440. Westfield, City of, Indiana
441. Adair, County of, Iowa
442. Adams, County of, Iowa
443. Allamakee, County of, Iowa
444. Appanoose, County of, Iowa
445. Audubon, County of, Iowa
446. Benton, County of, Iowa
447. Black Hawk, County of, Iowa
448. Bremer, County of, Iowa
449. Buchanan, County of, Iowa
450. Buena Vista, County of, Iowa
451. Calhoun, County of, Iowa
452. Carroll, County of, Iowa
453. Cedar, County of, Iowa
454. Clay, County of, Iowa
455. Clayton, County of, Iowa
456. Clinton, County of, Iowa
457. Dallas, County of, Iowa
458. Delaware, County of, Iowa
FH11185097.1
459. Des Moines, County of, Iowa
460. Fayette, County of, Iowa
461. Hamilton, County of, Iowa
462. Hardin, County of, Iowa
463. Harrison, County of, Iowa
464. Howard, County of, Iowa
465. Humboldt, County of, Iowa
466. Jasper, County of, Iowa
467. Johnson, County of, Iowa
468. Lee, County of, Iowa
469. Lyon, County of, Iowa
470. Mahaska, County of, Iowa
471. Marion, County of, Iowa
472. Mitchell, County of, Iowa
473. Monroe, County of, Iowa
474. Montgomery, County of, Iowa
475. O’Brien, County of, Iowa
476. Plymouth, County of, Iowa
477. Polk, County of, Iowa
478. Pottawattamie, County of, Iowa
479. Sac, County of, Iowa
480. Scott, County of, Iowa
481. Shelby, County of, Iowa
482. Sioux, County of, Iowa
483. Tam, County of, Iowa
484. Taylor, County of, Iowa
485. Union, County of, Iowa
486. Winneshiek, County of, Iowa
487. Worth, County of, Iowa
488. Bourbon, County of, Kansas
489. Cherokee, County of, Kansas
490. Cowley, County of, Kansas
491. Finney, County of, Kansas
492. Ford, County of, Kansas
493. Harvey, County of, Kansas
494. Johnson, County of, Kansas
495. Leavenworth, County of, Kansas
496. Montgomery, County of, Kansas
497. Overland Park, City of, Kansas
498. Reno, County of, Kansas
499. Sedgwick, County of, Kansas
500. Seward, County of, Kansas
FH11185097.1
501. Wichita, City of, Kansas
502. Wyandotte, County of, Kansas
503. Bell, County of, Kentucky
504. Bellefonte, City of, Kentucky
505. Benham, City of, Kentucky
506. Boone, County of, Kentucky
507. Boyd, County of, Kentucky
508. Buckhorn, City of, Kentucky
509. Vullitt, County of, Kentucky
510. Campbell, County of, Kentucky
511. Christian, County of, Kentucky
512. Clark, County of, Kentucky
513. Covington, City of, Kentucky
514. Edmonson, County of, Kentucky
515. Estill, County of, Kentucky
516. Estill County Emergency Medical Services, Kentucky 517. Florence, City of, Kentucky
518. Franklin, County of, Kentucky
519. Grayson, City of, Kentucky
520. Greenup, City of, Kentucky
521. Harlan, City of, Kentucky
522. Henderson, City of, Kentucky
523. Henderson, County of, Kentucky
524. Hopkins, County of, Kentucky
525. Hyden, City of, Kentucky
526. Jenkins, City of, Kentucky
527. Jessamine, County of, Kentucky
528. Kenton, County of, Kentucky
529. Kentucky River District Health Department, Kentucky 530. Knott, County of, Kentucky
531. Knox, County of, Kentucky
532. Lawrence, County of, Kentucky
533. Lexington-Fayette, County of, Kentucky
534. Louisville/Jefferson, County of, Kentucky
535. London, City of, Kentucky
536. Loyall, City of, Kentucky
537. Lynch, City of, Kentucky
538. Madison, County of, Kentucky
539. Manchester, City of, Kentucky
540. Morehead, City of, Kentucky
541. Oldham, County of, Kentucky
542. Owsley, County of, Kentucky
FH11185097.1
543. Pike, County of, Kentucky
544. Pineville, City of, Kentucky
545. Pippa Passes, City of, Kentucky
546. Pulaski, County of, Kentucky
547. Russell, City of, Kentucky
548. Scott, County of, Kentucky
549. Shelby, County of, Kentucky
550. South Shore, City of, Kentucky
551. Vanceburg, City of, Kentucky
552. Warren, County of, Kentucky
553. Whitesburg, City of, Kentucky
554. Whitley, County of, Kentucky
555. Winchester, City of, Kentucky
556. Worthington, City of, Kentucky
557. Acadia-St. Landry Hospital Service District, Louisiana 558. Alexandria, City of, Louisiana
559. Allen, Parish of, Louisiana
560. Ascension, Parish of/Ascension (Sheriff of) Parish of, Louisiana 561. Ascension Parish School Board, Louisiana
562. Assumption, Parish of/Assumption (Sheriff of) Parish of, Louisiana 563. Avoyelles, Parish of/Avoyelles, (Sheriff of) Parish of, Louisiana 564. Baldwin, Town of, Louisiana
565. Bastrop, City of, Louisiana
566. Baton Rouge, City of, Louisiana
567. Bearegard, Parish of, Louisiana
568. Benton Fire Protection District No. 4, Louisiana
569. Berwick, Town of, Louisiana
570. Bogalusa, City of, Louisiana
571. Bossier, City of, Louisiana
572. Bossier, Parish of, Louisiana
573. Caddo, Parish of, Louisiana
574. Caddo Fire Protection District No. 1, Louisiana
575. Calcasieu, Parish of, Louisiana
576. Delhi, Town of, Louisiana
577. Desoto Fire Protection District No. 8, Louisiana
578. Donaldsonville, City of, Louisiana
579. East Baton Rouge, Parish of/East Baton Rouge (Sheriff of) Parish of, Louisiana 580. East Carroll, Parish of/East Carroll, (Sheriff of) Parish of, Louisiana 581. Eunice, City of, Louisiana
582. Evangeline, Parish of/Evangeline, (Sheriff of) Parish of, Louisiana 583. Ferriday, Town of, Louisiana
584. Franklin, City of, Louisiana
FH11185097.1
585. Gramercy, Town of, Louisiana
586. Grant, Parish of/Grant, (Sheriff of) Parish of, Louisiana 587. Iberia, Parish of/Iberia, (Sheriff of) Parish of, Louisiana 588. Iberia Parish School Board, Louisiana
589. Jefferson, Parish of, Louisiana
590. Jefferson Davis, Parish of/ Jefferson Davis, (Sheriff of) Parish of, Louisiana 591. Jefferson Parish Hospital Service District No. 1, Louisiana 592. Jefferson Parish Hospital Service District No. 2, Louisiana 593. Kenner, City of, Louisiana
594. Lafayette, Parish of/Lafayette, (Sheriff of) Parish of, Louisiana 595. Lafourche, Parish of, Louisiana
596. Lafourche Parish School Board, Louisiana
597. Lake Charles, City of, Louisiana
598. Lake Providence, Town of, Louisiana
599. Lutcher, Town of, Louisiana
600. Madisonville, Town of, Louisiana
601. Mandeville, City of, Louisiana
602. Monroe, City of, Louisiana
603. Morehouse, Parish of/Morehouse, (Sheriff of) Parish of, Louisiana 604. Natchitoches, City of, Louisiana
605. New Iberia, City of, Louisiana
606. New Orleans, City of, Louisiana
607. North Caddo Hospital Service District, Louisiana
608. Opelousas, City of, Louisiana
609. Orleans, Parish of, Louisiana
610. Ouchita, Parish of/Ouchita, (Sheriff of) Parish of, Louisiana 611. Patterson, City of Louisiana
612. Pearl River, Town of, Louisiana
613. Pineville, City of, Louisiana
614. Rapides, Parish of/Rapides, (Sheriff of) Parish of, Louisiana 615. Red River, Parish of, Louisiana
616. Red River Fire Protection District, Louisiana
617. Richland, Parish of/Richland, (Sheriff of) Parish of, Louisiana 618. Richwood, Town of, Louisiana
619. Sabine, Parish of/Sabine, (Sheriff of) Parish of, Louisiana 620. St. Bernard, Parish of/St. Bernard (Sheriff of) Parish of, Louisiana 621. St. Bernard Parish School Board, Louisiana
622. St. Charles, Parish of/St. Charles (Sheriff of) Parish of, Louisiana 623. St. James, Parish of, Louisiana
624. St. James Parish School Board, Louisiana
625. St. John the Baptist, Parish of, Louisiana
626. St. Martin, Parish of, Louisiana
FH11185097.1
627. St. Martinville, City of, Louisana
628. St. Mary, Parish of/St. Mary (Sheriff of) Parish of, Louisiana 629. St. Mary Parish School Board, Louisiana
630. St. Landry, Parish of/St. Landry, (Sheriff of) Parish of, Louisiana 631. St. Tammany, Parish of/St. Tammany (Sheriff of) Parish of, Louisiana 632. St. Tammany Fire Protection District No. 1, Louisiana 633. St. Tammany Fire Protection District No. 2, Louisiana 634. St. Tammany Fire Protection District No. 3, Louisiana 635. St. Tammany Fire Protection District No. 4, Louisiana 636. St. Tammany Fire Protection District No. 5, Louisiana 637. St. Tammany Fire Protection District No. 12, Louisiana 638. St. Tammany Fire Protection District No. 13, Louisiana 639.
640. St. Tammany Parish Coroner’s Office
641. Slidell, City of, Louisiana
642. Vermillion, Parish of, Louisiana
643. Vernon, Parish of/Vernon, (Sheriff of) Parish of, Louisiana 644. Washington, Parish of/Washington (Sheriff of) Parish of, Louisiana 645. Webster, Parish of, Louisiana
646. West Ascension Parish Hospital Service District, Louisiana 647. West Baton Rouge, Parish of, Louisiana
648. West Baton Rouge Fire Protection District No. 1, Louisiana 649. West Carroll, Parish of/West Carroll, (Sheriff of) Parish of, Louisiana 650. West Monroe, City of, Louisiana
651. Winn, Parish of, Louisiana
652. Androscoggin, County of, Maine
653. Aroostook, County of, Maine
654. Auburn, City of, Maine
655. August, City of, Maine
656. Bangor, City of, Maine
657. Biddeford, City of, Maine
658. Calais, City of, Maine
659. Cumberland, County of, Maine
660. Kennebec, County of, Maine
661. Knox, County of, Maine
662. Lewiston, City of, Maine
663. Lincoln, County of, Maine
664. Penobscot, County of, Maine
665. Portland, City of, Maine
666. Rockland, City of, Maine
667. Saco, City of, Maine
668. Sagadahoc, County of, Maine
FH11185097.1
669. Sanford, City of, Maine
670. Somerset, County of, Maine
671. Waldo, County of, Maine
672. Washington, County of, Maine
673. Waterville, City of, Maine
674. York, County of, Maine
675. Anne Arundel, County of, Maryland
676. Aberdeen, City of, Maryland
677. Baltimore, City of, Maryland
678. Bel Air, City of, Maryland
679. Berlin, City of, Maryland
680. Calvert, County of, Maryland
681. Cambridge, City of, Maryland
682. Cecil, County of, Maryland
683. Charles, County of, Maryland
684. Charlestown, City of, Maryland
685. Dorchester, County of, Maryland
686. Grantsville, City of, Maryland
687. Hagerstown, City of, Maryland
688. Harford, County of, Maryland
689. Havre de Grace, City of, Maryland
690. Howard, County of, Maryland
691. Laurel, City of, Maryland
692. Mountain Lake Park, City of, Maryland
693. North East, City of, Maryland
694. Oakland, City of, Maryland
695. Perryville, City of, Maryland
696. Prince George’s, County of, Maryland
697. Seat Pleasant, City of, Maryland
698. Somerset, County of, Maryland
699. St. Mary’s, County of, Maryland
700. Vienna, City of, Maryland
701. Washington, County of, Maryland
702. Wicomico, County of, Maryland
703. Acushnet, Town of, Massachusetts
704. Agawam, Town of, Massachusetts
705. Amesbury, City of, Massachusetts
706. Andover, Town of, Massachusetts
707. Aquinnah, Town of, Massachusetts
708. Athol, Town of, Massachusetts
709. Auburn, Town of, Massachusetts
710. Ayer, Town of, Massachusetts
FH11185097.1
711. Barnstable, Town of, Massachusetts
712. Belchertown, Town of, Massachusetts
713. Beverly, City of, Massachusetts
714. Billerica, Town of, Massachusetts
715. Boston, City of, Massachusetts
716. Boston Public Health Commission, Massachusetts
717. Boston Housing Authority, Massachusetts
718. Braintree, Town of, Massachusetts
719. Brewster, Town of, Massachusetts
720. Bridgewater, Town of, Massachusetts
721. Brockton, City of, Massachusetts
722. Brookline, Town of, Massachusetts
723. Cambridge, City of, Massachusetts
724. Canton, Town of, Massachusetts
725. Carver, Town of, Massachusetts
726. Charlton, Town of, Massachusetts
727. Chelmsford, Town of, Massachusetts
728. Chelsea, City of, Massachusetts
729. Chicopee, City of, Massachusetts
730. Clarksburg, Town of, Massachusetts
731. Clinton, Town of, Massachusetts
732. Danvers, Town of, Massachusetts
733. Dedham, Town of, Massachusetts
734. Dennis, Town of, Massachusetts
735. Douglas, Town of, Massachusetts
736. Dudley, Town of, Massachusetts
737. East Bridgewater, Town of, Massachusetts
738. Eastham, Town of, Massachusetts
739. Easthampton, City of, Massachusetts
740. Easton, Town of, Massachusetts
741. Everett, City of, Massachusetts
742. Fairhaven, Town of, Massachusetts
743. Fall River, City of, Massachusetts
744. Falmouth, Town of, Massachusetts
745. Fitchburg, City of, Massachusetts
746. Framingham, City of, Massachusetts
747. Freetown, Town of, Massachusetts
748. Georgetown, Town of, Massachusetts
749. Gloucester, City of, Massachusetts
750. Grafton, Town of, Massachusetts
751. Greenfield, City of, Massachusetts
752. Hanson, Town of, Massachusetts
FH11185097.1
753. Haverhill, City of, Massachusetts
754. Holliston, Town of, Massachusetts
755. Holyoke, City of, Massachusetts
756. Hopedale, Town of, Massachusetts
757. Hull, Town of, Massachusetts
758. Kingston, Town of, Massachusetts
759. Lakeville, Town of, MassachusettsLeicester, Town of, Massachusetts 760. Leominster, City of, Massachusetts
761. Leverett, Town of, Massachusetts
762. Longmeadow, Town of, Massachusetts
763. Lowell, City of, Massachusetts
764. Ludlow, Town of, Massachusetts
765. Lunenberg, Town of, Massachusetts
766. Lynnfield, City of, Massachusetts
767. Lynn, City of, Massachusetts
768. Malden, City of, Massachusetts
769. Marblehead, Town of, Massachusetts
770. Marshfield, Town of, Massachusetts
771. Mashpee, Town of, Massachusetts
772. Mattapoisett, Town of, Massachusetts
773. Medford, City of, Massachusetts
774. Melrose, City of, Massachusetts
775. Methuen, City of, Massachusetts
776. Middleborough, Town of, Massachusetts
777. Milford, Town of, Massachusetts
778. Millbury, Town of, Massachusetts
779. Millis, Town of, Massachusetts
780. Natick, Town of, Massachusetts
781. New Bedford, City of, Massachusetts
782. Newburyport, City of, Massachusetts
783. North Andover, Town of, Massachusetts
784. North Attleborough, Town of, Massachusetts
785. North Reading, Town of, Massachusetts
786. Northampton, City of, Massachusetts
787. Northbridge, Town of, Massachusetts
788. Norton, Town of, Massachusetts
789. Norwell, Town of, Massachusetts
790. Norwood, Town of, Massachusetts
791. Orange, Town of, Massachusetts
792. Oxford, Town of, Massachusetts
793. Palmer, Town of, Massachusetts
794. Peabody, City of, Massachusetts
FH11185097.1
795. Pembroke, Town of, Massachusetts
796. Plainville, Town of, Massachusetts
797. Plymouth, Town of, Massachusetts
798. Provincetown, Town of, Massachusetts
799. Quincy, City of, Massachusetts
800. Randolph, Town of, Massachusetts
801. Rehoboth, Town of, Massachusetts
802. Revere, City of, Massachusetts
803. Rockland, Town of, Massachusetts
804. Salem, City of, Massachusetts
805. Salisbury, Town of, Massachusetts
806. Sandwich, Town of, Massachusetts
807. Scituate, Town of, Massachusetts
808. Seekonk, Town of, Massachusetts
809. Sheffield, Town of, Massachusetts
810. Shirley, Town of, Massachusetts
811. Somerset, Town of, Massachusetts
812. Somerville, City of, Massachusetts
813. South Hadley, Town of, Massachusetts
814. Southbridge, Town of, Massachusetts
815. Spencer, Town of, Massachusetts
816. Springfield, City of, Massachusetts
817. Stoneham, Town of, Massachusetts
818. Stoughton, Town of, Massachusetts
819. Sturbridge, Town of, Massachusetts
820. Sudbury, Town of, Massachusetts
821. Sutton, Town of, Massachusetts
822. Swampscott, Town of, Massachusetts
823. Templeton, Town of, Massachusetts
824. Tewksbury, Town of, Massachusetts
825. Truro, Town of, Massachusetts
826. Tyngsborough, Town of, Massachusetts
827. Upton, Town of, Massachusetts
828. Wakefield, Town of, Massachusetts
829. Walpole, Town of, Massachusetts
830. Ware, Town of, Massachusetts
831. Warren, Town of, Massachusetts
832. Watertown, Town of, Massachusetts
833. Wellfleet, Town of, Massachusetts
834. West Boylston, Town of, Massachusetts
835. West Bridgewater, Town of, Massachusetts
836. West Springfield, Town of, Massachusetts
FH11185097.1
837. Westborough, Town of, Massachusetts
838. Westford, Town of, Massachusetts
839. Weymouth, Town of, Massachusetts
840. Williamsburg, Town of, Massachusetts
841. Wilmington, Town of, Massachusetts
842. Winchendon, Town of, Massachusetts
843. Winthrop, Town of, Massachusetts
844. Woburn, City of, Massachusetts
845. Worcester, City of, Massachusetts
846. Alcona, County of, Michigan
847. Alger, County of, Michigan
848. Alpena, County of, Michigan
849. Antrim, County of, Michigan
850. Arenac, County of, Michigan
851. Baraga, County of, Michigan
852. Bay, County of, Michigan
853. Benzie, County of, Michigan
854. Berrien, County of, Michigan
855. Branch, County of, Michigan
856. Calhoun, County of, Michigan
857. Canton, Charter Township of, Michigan
858. Cass, County of, Michigan
859. Charlevoix, County of, Michigan
860. Chippewa, County of, Michigan
861. Clinton, Charter Township of, Michigan
862. County of, Michigan
863. Crawford, County of, Michigan
864. Delta, County of, Michigan
865. Detroit, City of, Michigan
866. Dickinson, County of, Michigan
867. East Lansing, City of, Michigan
868. Eaton, County of, Michigan
869. Escanaba, City of, Michigan
870. Genesee, County of, Michigan
871. Grand Rapids, City of, Michigan
872. Grand Traverse, County of, Michigan
873. Gratiot, County of, Michigan
874. Hillsdale, County of, Michigan
875. Houghton, County of, Michigan
876. Huron, Charter Township of, Michigan
877. Ingham, County of, Michigan
878. Ionia, County of, Michigan
FH11185097.1
879. Iosco, County of, Michigan
880. Iron, County of, Michigan
881. Iron Mountain, City of, Michigan
882. Isabella County of, Michigan
883. Jackson, City of, Michigan
884. Kalamazoo, County of, Michigan
885. Kent, County of, Michigan
886. Lake, County of, Michigan
887. Lansing, City of, Michigan
888. Leelanau, County of, Michigan
889. Lenawee, County of, Michigan
890. Livingston, County of, Michigan
891. Livonia, City of, Michigan
892. Luce, County of, Michigan
893. Macomb, County of, Michigan
894. Manistee, County of, Michigan
895. Marquette, County of, Michigan
896. Mason, County of, Michigan
897. Monroe, County of, Michigan
898. Montcalm, County of, Michigan
899. Montmorency, County of, Michigan
900. Muskegon, County of, Michigan
901. Newaygo, County of, Michigan
902. Northville, Charter Township of, Michigan
903. Oakland, County of, Michigan
904. Oceana, County of, Michigan
905. Ogemaw, County of, Michigan
906. Ontonogon, County of, Michigan
907. Osceola, County of, Michigan
908. Otsego, County of, Michigan
909. Pittsfield, Charter Township of, Michigan
910. Pontiac, City of, Michigan
911. Presque Isle, County of, Michigan
912. Romulus, City of, Michigan
913. Roscommon, County of, Michigan
914. Saginaw, County of, Michigan
915. St. Clair, County of, Michigan
916. Sanilac, County of, Michigan
917. Sault Ste. Marie, City of, Michigan
918. Shiawasee, County of, Michigan
919. Traverse City, City of, Michigan
920. Tuscola, County of, Michigan
FH11185097.1
921. Van Buren, Charter Township of, Michigan
922. Washtenaw, County of, Michigan
923. Wayne, City of, Michigan
924. Wayne, County of, Michigan
925. Westland, County of, Michigan
926. Wexford, County of, Michigan
927. Anoka, County of, Minnesota
928. Dakota, County of, Minnesota
929. Douglas, County of, Minnesota
930. Hennepin, County of, Minnesota
931. McLeod, County of, Minnesota
932. Minneapolis, City of, Minnesota
933. Morrison, County of, Minnesota
934. Mower, County of, Minnesota
935. Ramsey, County of, Minnesota
936. St. Paul, City of, Minnesota
937. Sibley, County of, Minnesota
938. Washington, County of, Minnesota
939. Winona, County of, Minnesota
940. Adams, County of, Mississippi
941. Amite, County of, Mississippi
942. Amory, City of, Mississippi
943. Arcola, Town of, Mississippi
944. Bolivar, County of, Mississippi
945. Brookhaven, City of, Mississippi
946. Clarksdale, City of, Mississippi
947. Columbia, City of, Mississippi
948. Covington, County of, Mississippi
949. Desoto, County of, Mississippi
950. Forrest, County of, Mississippi
951. Greenwood, City of, Mississippi
952. Grenada, City of, Mississippi
953. Grenada, County of, Mississippi
954. Gulfport, City of, Mississippi
955. Harrison, County of, Mississippi
956. Hattiesburg, City of, Mississippi
957. Hinds, County of, Mississippi
958. Holly Springs, City of, Mississippi
959. Indianola, City of, Mississippi
960. Issaquena, County of, Mississippi
961. Jackson, City of, Mississippi
962. Jonestown, City of, Mississippi
FH11185097.1
963. Lafayette, County of, Mississippi
964. Laurel, City of, Mississippi
965. Leflore, County of, Mississippi
966. Lincoln, County of, Mississippi
967. Long Beach, City of, Mississippi
968. Luka, City of, Mississippi
969. Lumberton, City of, Mississippi
970. Madison, County of, Mississippi
971. Marion, County of, Mississippi
972. Meridian, City of, Mississippi
973. Monroe, County of, Mississippi
974. Mound Bayou, City of, Mississippi
975. Neshoba, County of, Mississippi
976. New Albany, City of, Mississippi
977. Pascagoula, City of, Mississippi
978. Pearl River, County of, Mississippi
979. Philadelphia, City of, Mississippi
980. Scott, County of, Mississippi
981. Shelby, County of, Mississippi
982. Stone, County of, Mississippi
983. Summit, Town of, Mississippi
984. Union, County of, Mississippi
985. Washington, County of, Mississippi
986. Audrain, County of, Missouri
987. Boone, County of, Missouri
988. Buchanan, County of, Missouri
989. Butler, County of, Missouri
990. Callaway, County of, Missouri
991. Camden, County of, Missouri
992. Cape Girardeau, County of, Missouri
993. Cass, County of, Missouri
994. Charlton, County of, Missouri
995. Christian, County of, Missouri
996. Cole, County of, Missouri
997. Douglas, County of, Missouri
998. Franklin, County of, Missouri
999. Gasconade, County of, Missouri
1000. Greene, County of, Missouri
1001. Harrisonville, City of, Missouri
1002. Howell, County of, Missouri
1003. Independence, City of, Missouri
1004. Iron, County of, Missouri
FH11185097.1
1005. Jackson, County of, Missouri
1006. Jasper, County of, Missouri
1007. Jefferson, County of, Missouri
1008. Johnson, County of, Missouri
1009. Joplin, City of, Missouri
1010. Kansas City, City of, Missouri
1011. Knox, County of, Missouri
1012. Lewis, County of, Missouri
1013. Lincoln, County of, Missouri
1014. Livingston, County of, Missouri
1015. Madison, County of, Missouri
1016. Maries, County of, Missouri
1017. Miller, County of, Missouri
1018. Moniteau, County of, Missouri
1019. Montgomery, County of, Missouri
1020. Nodaway, County of, Missouri
1021. Osage, County of, Missouri
1022. Ozark, County of, Missouri
1023. Pemiscot, County of, Missouri
1024. Perry, County of, Missouri
1025. Pettis, County of, Missouri
1026. Phelps, County of, Missouri
1027. Pulaski, County of, Missouri
1028. Randolph, County of, Missouri
1029. Reynolds, County of, Missouri
1030. Ripley, County of, Missouri
1031. St. Charles, County of, Missouri
1032. St. Francois, County of, Missouri
1033. Ste. Genevieve, County of, Missouri
1034. St. Joseph, City of, Missouri
1035. St. Louis, County of, Missouri
1036. Schuyler, County of, Missouri
1037. Scott, County of, Missouri
1038. Sedalia, City of, Missouri
1039. Shannon, County of, Missouri
1040. Shelby, County of, Missouri
1041. Stone, County of, Missouri
1042. Taney, County of, Missouri
1043. Texas, County of, Missouri
1044. Warren, County of, Missouri
1045. Washington, County of, Missouri
1046. Webster, County of, Missouri
FH11185097.1
1047. Wright, County of, Missouri
1048. Anaconda-Deer Lodge, County of, Montana
1049. Cascade, County of, Montana
1050. Gallatin, County of, Montana
1051. Great Falls, City of, Montana
1052. Lake, County of, Montana
1053. Missoula, City of, Montana
1054. Missoula, County of, Montana
1055. Douglas, County of, Nebraska
1056. Knox, County of, Nebraska
1057. Lincoln, County of, Nebraska
1058. Sarpy, County of, Nebraska
1059. South Sioux City, City of, Nebraska
1060. Carson City, City of, Nevada
1061. Churchill, County of, Nevada
1062. Clark, County of, Nevada
1063. Douglas, County of, Nevada
1064. Esmeralda, County of, Nevada
1065.
1066. Henderson, City of, Nevada
1067. Las Vegas, City of, Nevada
1068. North Las Vegas, City of, Nevada
1069. Nye, County of, Nevada
1070. Sparks, City of, Nevada
1071. Washoe, County of, Nevada
1072. West Wendover, City of, Nevada
1073. Belknap, County of, New Hampshire
1074. Belmont, City of, New Hampshire
1075. Berlin, City of, New Hampshire
1076. Carroll, County of, New Hampshire
1077. Cheshire, County of, New Hampshire
1078. Claremont, City of, New Hampshire
1079. Concord, City of, New Hampshire
1080. Coos, County of, New Hampshire
1081. Derry, Town of, New Hampshire
1082. Franklin, City of, New Hampshire
1083. Grafton, County of, New Hampshire
1084. Hillsborough, County of, New Hampshire
1085. Laconia, City of, New Hampshire
1086. Londonderry, Town of, New Hampshire
1087. Manchester, City of, New Hampshire
1088. Merrimack, County of, New Hampshire
FH11185097.1
1089. Nashua, City of, New Hampshire
1090. Rochester, City of, New Hampshire
1091. Rockingham, County of, New Hampshire
1092. Strafford, County of, New Hampshire
1093. Sullivan, County of, New Hampshire
1094. Atlantic, County of, New Jersey
1095. Barnegat, Township of, New Jersey
1096. Bayonne, City of, New Jersey
1097. Bergen, County of, New Jersey
1098. Brick, Township of, New Jersey
1099. Burlington, County of, New Jersey
1100. Camden, County of, New Jersey
1101. Clifton, City of, New Jersey
1102. Clinton, Town of, New Jersey
1103. Elizabeth, City of, New Jersey
1104. Essex, County of, New Jersey
1105. Hudson, County of, New Jersey
1106. Hunterdon, County of, New Jersey
1107. Jersey City, City of, New Jersey
1108. Newark, City of, New Jersey
1109. Ocean, County of, New Jersey
1110. Paramus, Borough of, New Jersey
1111. Passaic, County of, New Jersey
1112. Paterson, City of, New Jersey
1113. Ridgefield, Borough of, New Jersey
1114. Saddle Brook, Township of, New Jersey
1115. Sussex, County of, New Jersey
1116. Trenton, City of, New Jersey
1117.
1118. Hunterdon, County of, New Jersey
1119. Vineland, City of, New Jersey
1120. Alamogordo, City of, New Mexico
1121. Albuquerque, City of, New Mexico
1122. Bernalillo, County of, New Mexico
1123. Catron, County of, New Mexico
1124. Cibola, County of, New Mexico
1125. Colfax, County of, New Mexico
1126. Curry, County of, New Mexico
1127. Dona Ana, County of, New Mexico
1128. Eddy, County of, New Mexico
1129. Espanola, City of, New Mexico
1130. Grant, County of, New Mexico
FH11185097.1
1131. Hidalgo, County of, New Mexico
1132. Hobbs, City of, New Mexico
1133. Las Cruces, City of, New Mexico
1134. Lea, County of, New Mexico
1135. Lincoln, County of, New Mexico
1136. Luna, County of, New Mexico
1137. McKinley, County of, New Mexico
1138. Mora, County of, New Mexico
1139. Otero, County of, New Mexico
1140. Rio Arriba, County of, New Mexico
1141. Roosevelt, County of, New Mexico
1142. San Juan, County of, New Mexico
1143. San Miguel, County of, New Mexico
1144. Sandoval, County of, New Mexico
1145. Santa Fe, City of, New Mexico
1146. Santa Fe, County of, New Mexico
1147. Sierra, County of, New Mexico
1148. Socorro, County of, New Mexico
1149. Taos, County of, New Mexico
1150. Torrance, County of, New Mexico
1151. Union, County of, New Mexico
1152. Valencia, County of, New Mexico
1153. Albany, City of, New York
1154. Albany, County of, New York
1155. Alleghany, County of, New York
1156. Amityville, Village of, New York
1157. Amsterdam, City of, New York
1158. Auburn, City of, New York
1159. Babylon, Town of, New York
1160. Babylon, Incorporated Village of, New York
1161. Bellmore fire District, New York
1162. Bellport, Village of, New York
1163. Branch, Village of, New York
1164. Brookhaven, Town of, New York
1165. Broome, County of, New York
1166. Buffalo, City of, New York
1167. Centereach Fire District, New York
1168. Centerport Fire District, New York
1169. Clarkstown, Town of, New York
1170. Clinton, County of, New York
1171. Columbia, County of, New York
1172. Dutchess, County of, New York
FH11185097.1
1173. East Hampton, Village of, New York
1174. East Rockaway, Incorporated Village of, New York
1175. Erie, County of, New York
1176. Farmingdale, Incorporated Village of, New York
1177. Floral Park, Incorporated Village of, New York
1178. Franklin, County of, New York
1179. Friendship Engine & Hose Company, New York
1180. Fulton, County of, New York
1181. Garden City, Incorporated Village of, New York
1182. Genesee, County of, New York
1183. Geneva, City of, New York
1184. Great Neck, Village of, New York
1185. Greene, County of, New York
1186. Greenport, Village of, New York
1187. Hamilton, County of, New York
1188. Hauppauge Fire District, New York
1189. Hempstead, Incorporated Village of, New York
1190. Herkimer, County of, New York
1191. Herkimer, Village of, New York
1192. Huntington, Town of, New York
1193. Ithaca, City of, New York
1194. Islandia, Incorporated Village of, New York
1195. Islip, Town of, New York
1196. Islip Terrace Fire District, New York
1197. Jefferson, County of, New York
1198. Kingston, City of, New York
1199. Lackawanna, City of, New York
1200. Lake Grove, Incorporated Village of, New York
1201. Lawrence, Incorporated Village of, New York
1202. Levittown Fire District, New York
1203. Lewis, County of, New York
1204. Lindenhurst, Incorporated Village of, New York
1205. Lloyd Harbor, Incorporated Village of, New York
1206. Long Beach, City of, New York
1207. Lynbrook, Incorporated Village of, New York
1208. Massapequa Park, Incorporated Village of, New York 1209. Medford Volunteer Ambulance, New York
1210. Melville Fire District, New York
1211. Mill Neck, Incorporated Village of, New York
1212. Miller Place Fire District, New York
1213. Monroe, County of, New York
1214. Montgomery, County of, New York
FH11185097.1
1215. Mount Sinai Fire District, New York
1216. Nesconset Fire District, New York
1217. New Hyde Park, Incorporated Village of, New York
1218. New York, City of, New York
1219. Niagara, County of, New York
1220. Nissequogue, Incorporated Village of, New York
1221. North Hempstead, Town of, New York
1222. North Merrick Fire District, new York
1223. North Patchogue Fire District, New York
1224. Northport, Incorporated Village of, New York
1225. Ogdensburg, City of, New York
1226. Old Westbury, Incorporated Village of, New York
1227. Oneida, County of, New York
1228. Onondaga, County of, New York
1229. Ontario, County of, New York
1230. Orange, County of, New York
1231. Orangetown, Town of, New York
1232. Oswego, County of, New York
1233. Oyster Bay, Town of, New York
1234. Patchogue, Incorporated Village of, New York
1235. Plattsburgh, City of, New York
1236. Poquott, Incorporated Village of, New York
1237. Port Washington, Incorporated Village of, New York 1238. Port Washington Water District, New York
1239. Poughkeepsie, City of, New York
1240. Poughkeepsie, Town of, New York
1241. Ramapo, Town of, New York
1242. Rensselaer, County of, New York
1243. Ridge Fire District, New York
1244. Riverhead, Town of, New York
1245. Rochester, City of, New York
1246. Rockland, County of, New York
1247. Rosalyn Water District, New York
1248. Rome, City of, New York
1249. St. James Fire District, New York
1250. St. Lawrence, County of, New York
1251. Saratoga, County of, New York
1252. Saratoga Springs, City of, New York
1253. Schenectady, City of, New York
1254. Schenectady, County of, New York
1255. Schoharie, County of, New York
1256. Schuyler, County of, New York
FH11185097.1
1257. Seneca, County of, New York
1258. Smithtown, Town of, New York
1259. Smithtown Fire District, New York
1260. South Farmingdale Fire District, New York
1261. Southampton, Town of, New York
1262. Southold, Town of, New York
1263. Steuben, County of, New York
1264. Stewart Manor, Village of, New York
1265. Stony Brook Fire District, New York
1266. Stony Point, Town of, New York
1267. Suffern, Village of, New York
1268. Sullivan, County of, New York
1269. Syracuse, City of, New York
1270. Tompkins, County of, New York
1271. Troy, City of, New York
1272. Uniondale Fire District, New York
1273. Utica, City of, New York
1274. Valley Stream, Incorporated Village of, New York
1275. Washington, County of, New York
1276. West Hampton Dunes, Incorporated Village of, New York 1277. West Haverstraw, Village of, New York
1278. Westbury, Incorporated Village of, New York
1279. Westchester, County of, New York
1280. Wyoming, County of, New York
1281. Yonkers, City of, New York
1282. Alamance, County of, North Carolina
1283. Alleghany, County of, North Carolina
1284. Beaufort, County of, North Carolina
1285. Brunswick, County of, North Carolina
1286. Buncombe, County of, North Carolina
1287. Burke, County of, North Carolina
1288. Caldwell, County of, North Carolina
1289. Cabarrus, County of, North Carolina
1290. Camden, County of, North Carolina
1291. Carteret, County of, North Carolina
1292. Catawba, County of, North Carolina
1293. Cherokee, County of, North Carolina
1294. Cleveland, County of, North Carolina
1295. Columbus, County of, North Carolina
1296. Craven, County of, North Carolina
1297. Cumberland, County of, North Carolina
1298. Dare, County of, North Carolina
FH11185097.1
1299. Davidson, County of, North Carolina
1300. Davie, County of, North Carolina
1301. Duplin, County of, North Carolina
1302. Durham, County of, North Carolina
1303. Fayetteville, City of, North Carolina
1304. Forsyth, County of, North Carolina
1305. Franklin, County of, North Carolina
1306. Gaston, County of, North Carolina
1307. Granville, County of, North Carolina
1308. Greene, County of, North Carolina
1309. Greensboro, City of, North Carolina
1310. Guilford, County of, North Carolina
1311. Halifax, County of, North Carolina
1312. Haywood, County of, North Carolina
1313. Henderson, City of, North Carolina
1314. Hickory, City of, North Carolina
1315. Iredell, County of, North Carolina
1316. Jacksonville, City of, North Carolina
1317. Lee, County of, North Carolina
1318. Lenoir, County of, North Carolina
1319. Lincoln, County of, North Carolina
1320. Mecklenburg, County of, North Carolina
1321. Moore, County of, North Carolina
1322. New Hanover, County of, North Carolina
1323. Onslow, County of, North Carolina
1324. Orange, County of, North Carolina
1325. Pasquotank, County of, North Carolina
1326. Pitt, County of, North Carolina
1327. Randolph, County of, North Carolina
1328. Richmond, County of, North Carolina
1329. Robeson, County of, North Carolina
1330. Rockingham, County of, North Carolina
1331. Rowan, County of, North Carolina
1332. Sampson, County of, North Carolina
1333. Scotland, County of, North Carolina
1334. Surry, County of, North Carolina
1335. Vance, County of, North Carolina
1336. Warren, County of, North Carolina
1337. Washington, County of, North Carolina
1338. Watauga, County of, North Carolina
1339. Wayne, County of, North Carolina
1340. Wilkes, County of, North Carolina
FH11185097.1
1341. Wilmington, City of, North Carolina
1342. Winston-Salem, City of, North Carolina
1343. Barnes, County of, North Dakota
1344. Benson, County of, North Dakota
1345. Bismarck, City of, North Dakota
1346. Burleigh, County of, North Dakota
1347. Devils Lake, City of, North Dakota
1348. Dickey, County of, North Dakota
1349. Dunn, County of, North Dakota
1350. Eddy, County of, North Dakota
1351. Foster, County of, North Dakota
1352. Grand Forks, County of, North Dakota
1353. LaMoure, County of, North Dakota
1354. Lisbon, City of, North Dakota
1355. McKenzie, County of, North Dakota
1356. McLean, County of, North Dakota
1357. Mercer, County of, North Dakota
1358. Mountrial, County of, North Dakota
1359. Pembina, County of, North Dakota
1360. Pierce, County of, North Dakota
1361. Ramsey, County of, North Dakota
1362. Ransom, County of, North Dakota
1363. Richland, County of, North Dakota
1364. Rolette, County of, North Dakota
1365. Sargent, County of, North Dakota
1366. Stark, County of, North Dakota
1367. Towner, County of, North Dakota
1368. Walsh, County of, North Dakota
1369. Ward, County of, North Dakota
1370. Wells, County of, North Dakota
1371. Williams, County of, North Dakota
1372. Ashtabula, County of, Ohio
1373. Aurora, City of, Ohio
1374. Barberton, City of, Ohio
1375. Boston Heights, Village of, Ohio
1376. Broadview Heights, City of, Ohio
1377. Brooklyn Heights, Village of, Ohio
1378. Cincinnati, City of, Ohio
1379. Clermont, County of, Ohio
1380. Cleveland, City of, Ohio
1381. Clinton, Village of, Ohio
1382. Columbiana, County of, Ohio
FH11185097.1
1383. Copley, Township of, Ohio
1384. Coshocton, County of, Ohio
1385. Coventry, Township of, Ohio
1386. Cuyahoga, County of, Ohio
1387. Cuyahoga Falls, City of, Ohio
1388. Darke, County of, Ohio
1389. Dayton, City of, Ohio
1390. Delaware, County of, Ohio
1391. East Cleveland, City of, Ohio
1392. Elyria, City of, Ohio
1393. Euclid, City of, Ohio
1394. Fairfield, City of, Ohio
1395. Fairfield, County of, Ohio
1396. Fairlawn, City of, Ohio
1397. Fayette, County of, Ohio
1398. Findlay, City of, Ohio
1399. Franklin, County of, Ohio
1400. Fulton, County of, Ohio
1401. Garfield Heights, City of, Ohio
1402. Geauga, County of, Ohio
1403. Green, City of, Ohio
1404. Hamilton, City of, Ohio
1405. Hancock, County of, Ohio
1406. Huron, City of, Ohio
1407. Huron, County of, Ohio
1408. Jackson, County of, Ohio
1409. Kent, City of, Ohio
1410. Lake, County of, Ohio
1411. Lakeore, Village of, Ohio
1412. Lebanon, City of, Ohio
1413. Lexington, Village of, Ohio
1414. Licking, County of, Ohio
1415. Lima, City of, Ohio
1416. Logan, County of, Ohio
1417. Lorain, City of, Ohio
1418. Lorain, County of, Ohio
1419. Lucas, County of, Ohio
1420. Lucas County Children’s Services, Ohio
1421. Lyndhurst, City of, Ohio
1422. Macedonia, City of, Ohio
1423. Marion, County of, Ohio
1424. Mayfield Heights, City of, Ohio
FH11185097.1
1425. Meigs, County of, Ohio
1426. Mental Health and Recovery Services Board of Lucas County, Ohio 1427. Middletown, City of, Ohio
1428. Mogadore, Village of, Ohio
1429. Montgomery, County of, Ohio
1430. Munroe Falls, City of, Ohio
1431. Muskingum, County of, Ohio
1432. New Franklin, City of, Ohio
1433. Newburgh Heights, Village of, Ohio
1434. Noble, County of, Ohio
1435. North Olmsted, City of, Ohio
1436. North Ridgeville, City of, Ohio
1437. North Royalton, City of, Ohio
1438. Norton, City of, Ohio
1439. Olmsted Falls, City of, Ohio
1440. Painesville, Township of, Ohio
1441. Parma, City of, Ohio
1442. Parma Heights, City of, Ohio
1443. Peninsula, Village of, Ohio
1444. Portage, County of, Ohio
1445. Ravenna, City of, Ohio
1446. Richfield, Village of, Ohio
1447. Richland County Children’s Services, Ohio
1448. Ross, County of, Ohio
1449. Sandusky, County of, Ohio
1450. Seven Hills, City of, Ohio
1451. Silver Lake, Village of, Ohio
1452. Springfield, Township of, Ohio
1453. Stark, County of, Ohio
1454. Stow, City of, Ohio
1455. Strongsville, City of, Ohio
1456. Summit, County of, Ohio
1457. Summit County Combined General Health District, Ohio 1458. Tallmadge, City of, Ohio
1459. Toledo, City of, Ohio
1460. Trumbull, County of, Ohio
1461. Valley Fire District, Ohio
1462. Warren, City of, Ohio
1463. Warrensville Heights, City of, Ohio
1464. Washington, County of, Ohio
1465. Wickliffe, City of, Ohio
1466. Williams, County of, Ohio
FH11185097.1
1467. Altus, City of, Oklahoma
1468. Atoka, County of, Oklahoma
1469. Beckham, County of, Oklahoma
1470. Bethany, City of, Oklahoma
1471. Broken Arrow, City of, Oklahoma
1472. Caddo, County of, Oklahoma
1473. Choctaw, County of, Oklahoma
1474. Cimarron, County of, Oklahoma
1475. Cleveland, County of, Oklahoma
1476. Coal, County of, Oklahoma
1477. Collinsville, City of, Oklahoma
1478. Comanche, County of, Oklahoma
1479. Craig, County of, Oklahoma
1480. Creek, County of, Oklahoma
1481. Custer, County of, Oklahoma
1482. Delaware, County of, Oklahoma
1483. Dewey, County of, Oklahoma
1484. Edmond, City of, Oklahoma
1485. El Reno, City of, Oklahoma
1486. Elk City, City of, Oklahoma
1487. Enid, City of, Oklahoma
1488. Garvin, County of, Oklahoma
1489. Grady, County of, Oklahoma
1490. Greer, County of, Oklahoma
1491. Guthrie, City of, Oklahoma
1492. Harper, County of, Oklahoma
1493. Haskell, County of, Oklahoma
1494. Hughes, County of, Oklahoma
1495. Jackson, County of, Oklahoma
1496. Jefferson, County of, Oklahoma
1497. Jenks, City of, Oklahoma
1498. Johnston, County of, Oklahoma
1499. Kay, County of, Oklahoma
1500. Kiowa, County of, Oklahoma
1501. Latimer, County of, Oklahoma
1502. Lawton, City of, Oklahoma
1503. LeFlore, County of, Oklahoma
1504. Lincoln, County of, Oklahoma
1505. Logan, County of, Oklahoma
1506. Love, County of, Oklahoma
1507. Major, County of, Oklahoma
1508. Mayes, County of, Oklahoma
FH11185097.1
1509. McClain, County of, Oklahoma
1510. McCurtain, County of, Oklahoma
1511. Midwest City, City of, Oklahoma
1512. Muskogee, City of, Oklahoma
1513. Muskogee, County of, Oklahoma
1514. Noble, County of, Oklahoma
1515. Nowata, County of, Oklahoma
1516. Okfuskee, County of, Oklahoma
1517. Oklahoma, County of, Oklahoma
1518. Oklahoma City, City of, Oklahoma
1519. Okmulgee, County of, Oklahoma
1520. Osage, County of, Oklahoma
1521. Ottawa, County of, Oklahoma
1522. Owasso, City of, Oklahoma
1523. Pawnee, County of, Oklahoma
1524. Payne, County of, Oklahoma
1525. Pittsburg, County of, Oklahoma
1526. Ponca City, City of, Oklahoma
1527. Pottawatomie, County of, Oklahoma
1528. Rogers, County of, Oklahoma
1529. Shawnee, City of, Oklahoma
1530. Stephens, County of, Oklahoma
1531. Stillwater, City of, Oklahoma
1532. Texas, County of, Oklahoma
1533. Tulsa, City of, Oklahoma
1534. Washington, County of, Oklahoma
1535. Woods, County of, Oklahoma
1536. Woodward, County of, Oklahoma
1537. Yukon, City of, Oklahoma
1538. Clackamas, County of, Oregon
1539. Coos, County of, Oregon
1540. Multnomah, County of, Oregon
1541. Portland, City of, Oregon
1542. Adams, County of, Pennsylvania
1543. Allegheny, County of, Pennsylvania
1544. Beaver, County of, Pennsylvania
1545. Bensalem, Township of, Pennsylvania
1546. Bristol, Township of, Pennsylvania
1547. Bucks, County of, Pennsylvania
1548. Cambria, County of, Pennsylvania
1549. Carbon, County of, Pennsylvania
1550. Chester, County of, Pennsylvania
FH11185097.1
1551. Clinton, County of, Pennsylvania
1552. Coatesville, City of, Pennsylvania
1553. Dauphin, County of, Pennsylvania
1554. Delaware, County of, Pennsylvania
1555. Edwardsville, Borough of, Pennsylvania
1556. Exeter, Borough of, Pennsylvania
1557. Fairview, Township of, Pennsylvania,
1558. Fayette, County of, Pennsylvania
1559. Forty Fort, Borough of, Pennsylvania
1560. Greene, County of, Pennsylvania
1561. Hanover, Township of, Pennsylvania
1562. Hazleton, City of, Pennsylvania
1563. Huntington, County of, Pennsylvania
1564. Kingston, Borough of, Pennsylvania
1565. Lackawanna, County of, Pennsylvania
1566. Lawrence, County of, Pennsylvania
1567. Lock Haven, City of, Pennsylvania
1568. Lower Makefield, Township of, Pennsylvania
1569. Lower Southampton, Township of, Pennsylvania
1570. Luzerne, County of, Pennsylvania
1571. Mercer, County of, Pennsylvania
1572. Middletown, Township of, Pennsylvania
1573. Morrisville, Borough of, Pennsylvania
1574. Nanticoke, City of, Pennsylvania
1575. Newtown, Township of, Pennsylvania
1576. Norristown, Municipality of, Pennsylvania
1577. Philadelphia, City of, Pennsylvania
1578. Plains, Township of, Pennsylvania
1579. Pike, County of, Pennsylvania
1580. Pittsburgh, City of, Pennsylvania
1581. Sugar Notch, Borough of, Pennsylvania
1582. Tioga, County of, Pennsylvania
1583. Warminster, Township of, Pennsylvania
1584. Warrington, Township of, Pennsylvania
1585. West Norristown, Township of, Pennsylvania
1586. West Pittston, Borough of, Pennsylvania
1587. Wilkes-Barre, City of, Pennsylvania
1588. Wilkes-Barre, Township of, Pennsylvania
1589. Wright, Township of, Pennsylvania
1590. Wyoming, Borough of, Pennsylvania
1591. Aguada, Municipality of, Puerto Rico
1592. Aguadilla, Municipality of, Puerto Rico
FH11185097.1
1593. Aibonito, Municipality of, Puerto Rico
1594. Anasco, Municipality of, Puerto Rico
1595. Arecibo, Municipality of, Puerto Rico
1596. Barranquitas, Municipality of, Puerto Rico
1597. Cabo Rojo, Municipality of, Puerto Rico
1598. Camuy, Municipality of, Puerto Rico
1599. Canovanas, Municipality of, Puerto Rico
1600. Comerio, Municipality of, Puerto Rico
1601. Dorado, Municipality of, Puerto Rico
1602. Fajardo, Municipality of, Puerto Rico
1603. Gaunica, Municipality of, Puerto Rico
1604. Guayanilla, Municipality of, Puerto Rico
1605. Huatillo, Municipality of, Puerto Rico
1606. Huatillo, Municipality of, Puerto Rico
1607. Harmigueros, Municipality of, Puerto Rico
1608. Isabela, Municipality of, Puerto Rico
1609. Jayuya, Municipality of, Puerto Rico
1610. Juana Diaz, Municipality of, Puerto Rico
1611. Juncos, Municipality of, Puerto Rico
1612. Loiza, Municipality of, Puerto Rico
1613. Rio Grande, Municipality of, Puerto Rico
1614. Sabana Grande, Municipality of, Puerto Rico
1615. San Juan, Municipality of, Puerto Rico
1616. Vega Alta, Municipality of, Puerto Rico
1617. Yabucoa, Municipality of, Puerto Rico
1618. Barrington, Town of, Rhode Island
1619. Bristol, Town of, Rhode Island
1620. Burrillville, Town of, Rhode Island
1621. Central Falls, City of, Rhode Island
1622. Charlestown, Town of, Rhode Island
1623. Coventry, Town of, Rhode Island
1624. Cranston, City of, Rhode Island
1625. Cumberland, Town of, Rhode Island
1626. East Greenwich, Town of, Rhode Island
1627. East Providence, City of, Rhode Island
1628. Foster, Town of, Rhode Island
1629. Glocester, Town of, Rhode Island
1630. Hopkinton, Town of, Rhode Island
1631. Jamestown, Town of, Rhode Island
1632. Johnston, Town of, Rhode Island
1633. Middletown, Town of, Rhode Island
1634. Narragansett, Town of, Rhode Island
FH11185097.1
1635. Newport, City of, Rhode Island
1636. North Kingstown, Town of, Rhode Island
1637. North Providence, Town of, Rhode Island
1638. Pawtucket, City of, Rhode Island
1639. Portsmouth, Town of, Rhode Island
1640. Providence, City of, Rhode Island
1641. Richmond, Town of, Rhode Island
1642. Scituate, Town of, Rhode Island
1643. Smithfield, Town of, Rhode Island
1644. South Kingstown, Town of, Rhode Island
1645. Warren, Town of, Rhode Island
1646. Warwick, City of, Rhode Island
1647. West Greenwich, Town of, Rhode Island
1648. West Warwick, Town of, Rhode Island
1649. Westerly, Town of, Rhode Island
1650. Abbeville, County of, South Carolina
1651. Aiken, County of, South Carolina
1652. Allendale, County of, South Carolina
1653. Anderson, County of, South Carolina
1654. Bamberg, County of, South Carolina
1655. Barnwell, County of, South Carolina
1656. Beaufort, County of, South Carolina
1657. Berkeley, County of, South Carolina
1658. Calhoun, County of, South Carolina
1659. Charleston, City of, South Carolina
1660. Charleston, County of, South Carolina
1661. Cherokee, County of, South Carolina
1662. Chester, City of, South Carolina
1663. Chester, County of, South Carolina
1664. Chesterfield, County of, South Carolina
1665. Clarendon, County of, South Carolina
1666. Colleton, County of, South Carolina
1667. Dillon, County of, South Carolina
1668. Dorchester, County of, South Carolina
1669. Edgefield, County of, South Carolina
1670. Fairfield, County of, South Carolina
1671. Florence, County of, South Carolina
1672. Georgetown, City of, South Carolina
1673. Georgetown, County of, South Carolina
1674. Greenville, County of, South Carolina
1675. Greenwood, County of, South Carolina
1676. Hampton, County of, South Carolina
FH11185097.1
1677. Horry, County of, South Carolina
1678. Jasper, County of, South Carolina
1679. Kershaw, County of, South Carolina
1680. Lancaster, County of, South Carolina
1681. Laurens, County of, South Carolina
1682. Lee, County of, South Carolina
1683. Lexington, County of, South Carolina
1684. Marion, County of, South Carolina
1685. Marlboro, County of, South Carolina
1686. McCormick, County of, South Carolina
1687. Medical University Hospital Authority, South Carolina 1688. Mount Pleasant, Town of, South Carolina
1689. Newberry, County of, South Carolina
1690. North Charleston, City of, South Carolina
1691. Oconee, County of, South Carolina
1692. Orangeburg, City of, South Carolina
1693. Orangeburg, County of, South Carolina
1694. Pickens, County of, South Carolina
1695. Richland, County of, South Carolina
1696. Saluda, County of, South Carolina
1697. Spartanburg, County of, South Carolina
1698. Summervile, Town of, South Carolina
1699. Sumter, County of, South Carolina
1700. Union, County of, South Carolina
1701. Williamsburg, County of, South Carolina
1702. York, County of, South Carolina
1703. Pennington, County of, South Dakota
1704. Anderson, County of, Tennessee
1705. Arlington, Town of, Tennessee
1706. Bedford, County of, Tennessee
1707. Bledsoe, County of, Tennessee
1708. Blount, County of, Tennessee
1709. Bradley, County of, Tennessee
1710. Campbell, County of, Tennessee
1711. Centerville, Township of, Tennessee
1712. Claiborne, County of, Tennessee
1713. Clarksville, City of, Tennessee
1714. Cocke, County of, Tennessee
1715. Fentress, County of, Tennessee
1716. Franklin, County of, Tennessee
1717. Gatlinburg, City of, Tennessee
1718. Grainger, County of, Tennessee
FH11185097.1
1719. Greene, County of, Tennessee
1720. Grundy, County of, Tennessee
1721. Hamilton, County of, Tennessee
1722. Hawkins, County of, Tennessee
1723. Haywood, County of, Tennessee
1724. Henderson, County of, Tennessee
1725. Knox, County of, Tennessee
1726. Knoxville, City of, Tennessee
1727. Lexington, County of, Tennessee
1728. Loudon, County of, Tennessee
1729. Madison, County of, Tennessee
1730. Marion, County of, Tennessee
1731. McMinn, County of, Tennessee
1732. Meigs, County of, Tennessee
1733. Memphis, City of, Tennessee
1734. Millington, City of, Tennessee
1735. Monroe, County of, Tennessee
1736. Montgomery, County of, Tennessee
1737. Nashville and Davidson, County of, Tennessee
1738. Overton, County of, Tennessee
1739. Polk, County of, Tennessee
1740. Rhea, County of, Tennessee
1741. Roane, County of, Tennessee
1742. Rutherford, County of, Tennessee
1743. Rutledge, Town of, Tennessee
1744. Scott, County of, Tennessee
1745. Sequatchie, County of, Tennessee
1746. Sevier, County of, Tennessee
1747. Union, County of, Tennessee
1748. Washington, County of, Tennessee
1749. Williamson, County of, Tennessee
1750. Angelina, County of, Texas
1751. Bailey, County of, Texas
1752. Bexar, County of, Texas
1753. Bowie, County of, Texas
1754. Brazos, County of, Texas
1755. Clay, County of, Texas
1756. Coryell, County of, Texas
1757. Dallas, County of, Texas
1758. Dallas County Hospital District, Texas
1759. Duval, County of, Texas
1760. Eagle Pass, City of, Texas
FH11185097.1
1761. Ellis, County of, Texas
1762. Freestone, County of, Texas
1763. Henderson, County of, Texas
1764. Harris County Hospital District, Texas
1765. Jim Hogg, County of, Texas
1766. Jim Wells, County of, Texas
1767. Johnson, County of, Texas
1768. Kaufman, County of, Texas
1769. Kendall, County of, Texas
1770. Kleberg, County of, Texas
1771. Lamar, County of, Texas
1772. Laredo, City of, Texas
1773. Maverick, County of, Texas
1774. McLennan, County of, Texas
1775. Montgomery, County of, Texas
1776. Rusk, County of, Texas
1777. Rockwall, County of, Texas
1778. San Antonio, City of, Texas
1779. Smith, County of, Texas
1780. Tarrant, County of, Texas
1781. Tarrant County Hospital District, Texas
1782. Titus, County of, Texas
1783. Webb, County of, Texas
1784. Wichita, County of, Texas
1785. Williamson, County of, Texas
1786. Zavala, County of, Texas
1787. Beaver, County of, Utah
1788. Cache, County of, Utah
1789. Daggett, County of, Utah
1790. Duchesne, County of, Utah
1791. Emery, County of, Utah
1792. Garfield, County of, Utah
1793. Juab, County of, Utah
1794. Kane, County of, Utah
1795. Piute, County of, Utah
1796. Salt Lake, County of, Utah
1797. Sevier, County of, Utah
1798. Summit, County of, Utah
1799. Tooele, County of , Utah
1800. Tricounty Health Department, Utah
1801. Uintah, County of, Utah
1802. Utah, County of, Utah
FH11185097.1
1803. Wasatch, County of, Utah
1804. Washington, County of, Utah
1805. Wayne, County of, Utah
1806. Weber, County of, Utah
1807. Bennington, Town of, Vermont
1808. Counseling Services of Addison County, Vermont
1809. Health Care & Rehab Services Southeastern Vermont, Vermont 1810. Northeast Kingdom Human Services, Vermont
1811. St. Albans, City of, Vermont
1812. Accomack, County of, Virginia
1813. Alexandria, City of, Virginia
1814. Alleghany, County of, Virginia
1815. Amherst, County of, Virginia
1816. Arlington, County of, Virginia
1817. Botetourt, County of, Virginia
1818. Bristol, City of, Virginia
1819. Buena Vista, City of, Virginia
1820. Charlotte, County of, Virginia
1821. Chesapeake, City of, Virginia
1822. Chesterfield, County of, Virginia
1823. Covington, City of, Virginia
1824. Culpepper, County of, Virginia
1825. Cumberland, County of, Virginia
1826. Danville, City of, Virginia
1827. Dickenson, County of, Virginia
1828. Dinwiddie, County of, Virginia
1829. Emporia, City of, Virginia
1830. Fairfax, City of, Virginia,
1831. Fairfax, County of, Virginia
1832. Fauquier, City of, Virginia
1833. Floyd, County of, Virginia
1834. Franklin, County of, Virginia
1835. Frederick, County of, Virginia
1836. Fredericksburg, City of, Virginia
1837. Galax, City of, Virginia
1838. Giles, County of, Virginia
1839. Goochland, County of, Virginia
1840. Greensville, County of, Virginia
1841. Halifax, County of, Virginia
1842. Henrico, County of, Virginia
1843. Henry, County of, Virginia
1844. Hopewell, City of, Virginia
FH11185097.1
1845. Isle of Wight, County of, Virginia
1846. King and Queen, County of, Virginia
1847. Lee, County of, Virginia
1848. Lexington, City of, Virginia
1849. Loudon, County of, Virginia
1850. Louisa, County of, Virginia
1851. Madison, County of, Virginia
1852. Martinsville, City of, Virginia
1853. Mecklenburg, County of, Virginia
1854. Montgomery, County of, Virginia
1855. Norfolk, City of, Virginia
1856. Northampton, County of, Virginia
1857. Northumberland, County of, Virginia
1858. Norton, City of, Virginia
1859. Page, County of, Virginia
1860. Patrick, County of, Virginia
1861. Portsmouth, City of, Virginia
1862. Prince George, County of, Virginia
1863. Prince William, County of, Virginia
1864. Radford, City of, Virginia
1865. Richmond, City of, Virginia
1866. Roanoke, City of, Virginia
1867. Roanoke, County of, Virginia
1868. Rockbridge, County of, Virginia
1869. Salem, City of, Virginia
1870. Scott, County of, Virginia
1871. Shenandoah, County of, Virginia
1872. Smyth, County of, Virginia
1873. Stafford, County of, Virginia
1874. Virginia Beach, City of/Virginia Beach (Sheriff of) City of, Virginia 1875. Washington, County of, Virginia
1876. Waynesboro, City of Virginia
1877. Winchester, City of, Virginia
1878. Wise, County of, Virginia
1879. Anacortes, City of, Washington
1880. Bainbridge, Island, City of, Washington
1881. Burlington, City of, Washington
1882. Chelan, County of, Washington
1883. Clallam, County of, Washington
1884. Clark, County of, Washington
1885. Everett, City of, Washington
1886. Franklin, County of, Washington
FH11185097.1
1887. Island, County of, Washington
1888. Kent, City of, Washington
1889. King, County of, Washington
1890. Kirkland, City of, Washington
1891. Kitsap, County of, Washington
1892. Lakewood, City of, Washington
1893. Lewis, County of, Washington
1894. Mount Vernon, City of, Washington
1895. Olympia, City of, Washington
1896. Pierce, County of, Washington
1897. Seattle, City of, Washington
1898. Sedro-Wooley, City of, Washington
1899. Skagit, County of, Washington
1900. Snohomish, County of, Washington
1901. Spokane, City of, Washington
1902. Spokane, County of, Washington
1903. Tacoma, City of, Washington
1904. Thurston, County of, Washington
1905. Vancouver, City of, Washington
1906. Walla Walla, County of, Washington
1907. Whatcom, County of, Washington
1908. Beckley, City of, West Virginia
1909. Berkeley, County of, West Virginia
1910. Cabell, County of, West Virginia
1911. Charles Town, City of, West Virginia
1912. Charleston, City of, West Virginia
1913. Clendenin, Town of, West Virginia
1914. Delbarton, Town of, West Virginia
1915. Dunbar, City of, West Virginia
1916. Eleanor, Town of, West Virginia
1917. Elizabeth, Town of, West Virginia
1918. Fayette, County of, West Virginia
1919. Grant, County of, West Virginia
1920. Harrisville, Town of, West Virginia
1921. Huntington, City of, West Virginia
1922. Hurricane, City of, West Virginia
1923. Jackson, County of, West Virginia
1924. Jefferson, County of, West Virginia
1925. Kanawha, County of, West Virginia
1926. Logan, City of, West Virginia
1927. Milton, City of, West Virginia
1928. Mineral, County of, West Virginia
FH11185097.1
1929. Monroe, County of, West Virginia
1930. Nicholas, County of, West Virginia
1931. Pleasants, County of, West Virginia
1932. Raleigh, County of, West Virginia
1933. Ravenswood, Town of, West Virginia
1934. Ripley, City of, West Virginia
1935. Ritchie, County of, West Virginia
1936. Roane, County of, West Virginia
1937. Spencer, City of, West Virginia
1938. St. Albans, City of, West Virginia
1939. St. Mary’s, City of, West Virginia
1940. Smithers, City of, West Virginia
1941. Sophia, Town of, West Virginia
1942. Summersville, City of, West Virginia
1943. Vienna, City of, West Virginia
1944. Wayne, County of, West Virginia
1945. Williamstown, City of, West Virginia
1946. Winfield, City of, West Virginia
1947. Wirt, County of, West Virginia
1948. Wood, County of, West Virginia
1949. Adams, County of, Wisconsin
1950. Ashland, County of, Wisconsin
1951. Barron, County of, Wisconsin
1952. Bayfield, County of, Wisconsin
1953. Brown, County of, Wisconsin
1954. Buffalo, County of, Wisconsin
1955. Burnett, County of, Wisconsin
1956. Calumet, County of, Wisconsin
1957. Chippewa, County of, Wisconsin
1958. Clark, County of, Wisconsin
1959. Columbia, County of, Wisconsin
1960. Crawford, County of, Wisconsin
1961. Cudahy, City of, Wisconsin
1962. Dane, County of, Wisconsin
1963. Dodge, County of, Wisconsin
1964. Door, County of, Wisconsin
1965. Douglas, County of, Wisconsin
1966. Dunn, County of, Wisconsin
1967. Eau Claire, County of, Wisconsin
1968. Florence, County of, Wisconsin
1969. Fond du Lac, County of, Wisconsin
1970. Forest, County of, Wisconsin
FH11185097.1
1971. Franklin, City of, Wisconsin
1972. Grant, County of, Wisconsin
1973. Green, County of, Wisconsin
1974. Green Lake, County of, Wisconsin
1975. Greenfield, City of, Wisconsin
1976. Iowa, County of, Wisconsin
1977. Iron, County of, Wisconsin
1978. Jackson, County of, Wisconsin
1979. Juneau, County of, Wisconsin
1980. Kenosha, City of, Wisconsin
1981. Kenosha, County of, Wisconsin
1982. Kewaunee, County of, Wisconsin
1983. La Crosse, County of, Wisconsin
1984. Lafayette, County of, Wisconsin
1985. Lincoln, County of, Wisconsin
1986. Manitowoc, County of, Wisconsin
1987. Marathon, County of, Wisconsin
1988. Marinette, County of, Wisconsin
1989. Marquette, County of, Wisconsin
1990. Menominee, County of, Wisconsin
1991. Milwaukee, City of, Wisconsin
1992. Milwaukee, County of, Wisconsin
1993. Monroe, County of, Wisconsin
1994. Mount Pleasant, Village of, Wisconsin
1995. Oak Tree, City of, Wisconsin
1996. Oconto, County of, Wisconsin
1997. Oneida, County of, Wisconsin
1998. Outagamie, County of, Wisconsin
1999. Ozaukee, County of, Wisconsin
2000. Pepin, County of, Wisconsin
2001. Pierce, County of, Wisconsin
2002. Pleasant Prairie, City of, Wisconsin
2003. Portage, County of, Wisconsin
2004. Price, County of, Wisconsin
2005. Racine, County of, Wisconsin
2006. Richland, County of, Wisconsin
2007. Rock, County of, Wisconsin
2008. Rusk, County of, Wisconsin
2009. Sauk, County of, Wisconsin
2010. St. Croix, County of, Wisconsin
2011. Sawyer, County of, Wisconsin
2012. Shawano, County of, Wisconsin
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2013. Sheboygan, County of, Wisconsin
2014. Taylor, County of, Wisconsin
2015. Trempealeau, County of, Wisconsin
2016. Vernon, County of, Wisconsin
2017. Vilas, County of, Wisconsin
2018. Walworth, County of, Wisconsin
2019. Washburn, County of, Wisconsin
2020. Washington, County of, Wisconsin
2021. Waukesha, County of, Wisconsin
2022. Waupaca, County of, Wisconsin
2023. Waushara, County of, Wisconsin
2024. Wauwatosa, County of, Wisconsin
2025. West Allis, City of, Wisconsin
2026. Winnebago, County of, Wisconsin
2027. Wood, County of, Wisconsin
2028. Casper, City of, Wyoming
2029. Cheyenne, City of, Wyoming
2030. Green River, City of, Wyoming
2031. Riverton, City of, Wyoming
2032. Rock Springs, City of, Wyoming
2033. Sweetwater, County of, Wyoming
FH11185097.1
EXHIBIT D
Intentionally Omitted
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Exhibit E
List of Opioid Remediation Uses
Schedule A
Core Strategies
Settling States and Participating Subdivisions listed on Exhibit G may choose from among the abatement strategies listed in Schedule B. However, priority may be given to the following core abatement strategies (“Core Strategies”).1
A. NALOXONE OR OTHER FDA-APPROVED DRUG TO
REVERSE OPIOID OVERDOSES
Expand training for first responders, schools, community support groups and families; and
Increase distribution to individuals who are uninsured or whose insurance does not cover the needed service.
B. MEDICATION-ASSISTED TREATMENT (“MAT”)
DISTRIBUTION AND OTHER OPIOID-RELATED
TREATMENT
1. Increase distribution of MAT to individuals who are
uninsured or whose insurance does not cover the needed
service;
2. Provide education to school-based and youth-focused
programs that discourage or prevent misuse;
3. Provide MAT education and awareness training to
healthcare providers, EMTs, law enforcement, and other
first responders; and
4. Provide treatment and recovery support services such as residential and inpatient treatment, intensive outpatient treatment, outpatient therapy or counseling, and recovery housing that allow or integrate medication and with other support services.
1 As used in this Schedule A, words like “expand,” “fund,” “provide” or the like shall not indicate a preference for new or existing programs.
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C. PREGNANT & POSTPARTUM WOMEN
1. Expand Screening, Brief Intervention, and Referral to Treatment (“SBIRT”) services to non-Medicaid eligible or uninsured pregnant women;
2. Expand comprehensive evidence-based treatment and
recovery services, including MAT, for women with co-
occurring Opioid Use Disorder (“OUD”) and other
Substance Use Disorder (“SUD”)/Mental Health disorders
for uninsured individuals for up to 12 months postpartum; and
3. Provide comprehensive wrap-around services to individuals with OUD, including housing, transportation, job
placement/training, and childcare.
D. EXPANDING TREATMENT FOR NEONATAL
ABSTINENCE SYNDROME (“NAS”)
1. Expand comprehensive evidence-based and recovery
support for NAS babies;
2. Expand services for better continuum of care with infant- need dyad; and
3. Expand long-term treatment and services for medical
monitoring of NAS babies and their families.
E. EXPANSION OF WARM HAND-OFF PROGRAMS AND
RECOVERY SERVICES
1. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments;
2. Expand warm hand-off services to transition to recovery services;
3. Broaden scope of recovery services to include co-occurring SUD or mental health conditions;
4. Provide comprehensive wrap-around services to individuals in recovery, including housing, transportation, job
placement/training, and childcare; and
5. Hire additional social workers or other behavioral health workers to facilitate expansions above.
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F. TREATMENT FOR INCARCERATED POPULATION
1. Provide evidence-based treatment and recovery support, including MAT for persons with OUD and co-occurring
SUD/MH disorders within and transitioning out of the
criminal justice system; and
2. Increase funding for jails to provide treatment to inmates with OUD.
G. PREVENTION PROGRAMS
1. Funding for media campaigns to prevent opioid use (similar to the FDA’s “Real Cost” campaign to prevent youth from
misusing tobacco);
2. Funding for evidence-based prevention programs in schools;
3. Funding for medical provider education and outreach regarding best prescribing practices for opioids consistent with the CDC guidelines, including providers at hospitals (academic
detailing);
4. Funding for community drug disposal programs; and
5. Funding and training for first responders to participate in pre- arrest diversion programs, post-overdose response teams, or similar strategies that connect at-risk individuals to behavioral health services and supports.
H. EXPANDING SYRINGE SERVICE PROGRAMS
1. Provide comprehensive syringe services programs with more wrap-around services, including linkage to OUD
treatment, access to sterile syringes and linkage to care and treatment of infectious diseases.
I. EVIDENCE-BASED DATA COLLECTION AND
RESEARCH ANALYZING THE EFFECTIVENESS OF THE
ABATEMENT STRATEGIES WITHIN THE STATE
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Schedule B
Approved Uses
Support treatment of Opioid Use Disorder (OUD) and any co-occurring Substance Use Disorder or Mental Health (SUD/MH) conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:
PART ONE: TREATMENT
A. TREAT OPIOID USE DISORDER (OUD)
Support treatment of Opioid Use Disorder (“OUD”) and any co-occurring Substance Use Disorder or Mental Health (“SUD/MH”) conditions through evidence-based or evidence- informed programs or strategies that may include, but are not limited to, those that:2
1. Expand availability of treatment for OUD and any co-occurring SUD/MH conditions, including all forms of Medication-Assisted Treatment (“MAT”) approved by the U.S.
Food and Drug Administration.
2. Support and reimburse evidence-based services that adhere to the American Society of Addiction Medicine (“ASAM”) continuum of care for OUD and any co-occurring SUD/MH conditions.
3. Expand telehealth to increase access to treatment for OUD and any co-occurring SUD/MH conditions, including MAT, as well as counseling, psychiatric support, and other treatment and recovery support services.
4. Improve oversight of Opioid Treatment Programs (“OTPs”) to assure evidence-based or evidence-informed practices such as adequate methadone dosing and low threshold approaches to treatment.
5. Support mobile intervention, treatment, and recovery services, offered by qualified professionals and service providers, such as peer recovery coaches, for persons with OUD and any co-occurring SUD/MH conditions and for persons who have experienced an opioid overdose.
6. Provide treatment of trauma for individuals with OUD (e.g., violence, sexual assault, human trafficking, or adverse childhood experiences) and family members (e.g., surviving family members after an overdose or overdose fatality), and training of health care personnel to identify and address such trauma.
2 As used in this Schedule B, words like “expand,” “fund,” “provide” or the like shall not indicate a preference for new or existing programs.
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7. Support evidence-based withdrawal management services for people with OUD and any co-occurring mental health conditions.
8. Provide training on MAT for health care providers, first responders, students, or other supporting professionals, such as peer recovery coaches or recovery outreach specialists, including telementoring to assist community-based providers in rural or underserved areas.
9. Support workforce development for addiction professionals who work with persons with OUD and any co-occurring SUD/MH conditions.
10. Offer fellowships for addiction medicine specialists for direct patient care, instructors, and clinical research for treatments.
11. Offer scholarships and supports for behavioral health practitioners or workers involved in addressing OUD and any co-occurring SUD/MH or mental health conditions, including, but not limited to, training, scholarships, fellowships, loan repayment programs, or other incentives for providers to work in rural or underserved areas.
12. Provide funding and training for clinicians to obtain a waiver under the federal Drug Addiction Treatment Act of 2000 (“DATA 2000”) to prescribe MAT for OUD, and provide technical assistance and professional support to clinicians who have obtained a DATA 2000 waiver.
13. Disseminate web-based training curricula, such as the American Academy of Addiction Psychiatry’s Provider Clinical Support Service–Opioids web-based training curriculum and motivational interviewing.
14. Develop and disseminate new curricula, such as the American Academy of Addiction Psychiatry’s Provider Clinical Support Service for Medication–Assisted Treatment.
B. SUPPORT PEOPLE IN TREATMENT AND RECOVERY
Support people in recovery from OUD and any co-occurring SUD/MH conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the programs or strategies that:
1. Provide comprehensive wrap-around services to individuals with OUD and any co- occurring SUD/MH conditions, including housing, transportation, education, job placement, job training, or childcare.
2. Provide the full continuum of care of treatment and recovery services for OUD and any co-occurring SUD/MH conditions, including supportive housing, peer support services and counseling, community navigators, case management, and connections to community-based services.
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3. Provide counseling, peer-support, recovery case management and residential treatment with access to medications for those who need it to persons with OUD and any co-occurring SUD/MH conditions.
4. Provide access to housing for people with OUD and any co-occurring SUD/MH conditions, including supportive housing, recovery housing, housing assistance programs, training for housing providers, or recovery housing programs that allow or integrate FDA-approved mediation with other support services.
5. Provide community support services, including social and legal services, to assist in deinstitutionalizing persons with OUD and any co-occurring SUD/MH conditions.
6. Support or expand peer-recovery centers, which may include support groups, social events, computer access, or other services for persons with OUD and any co- occurring SUD/MH conditions.
7. Provide or support transportation to treatment or recovery programs or services for persons with OUD and any co-occurring SUD/MH conditions.
8. Provide employment training or educational services for persons in treatment for or recovery from OUD and any co-occurring SUD/MH conditions.
9. Identify successful recovery programs such as physician, pilot, and college recovery programs, and provide support and technical assistance to increase the number and capacity of high-quality programs to help those in recovery.
10. Engage non-profits, faith-based communities, and community coalitions to support people in treatment and recovery and to support family members in their efforts to support the person with OUD in the family.
11. Provide training and development of procedures for government staff to appropriately interact and provide social and other services to individuals with or in recovery from OUD, including reducing stigma.
12. Support stigma reduction efforts regarding treatment and support for persons with OUD, including reducing the stigma on effective treatment.
13. Create or support culturally appropriate services and programs for persons with OUD and any co-occurring SUD/MH conditions, including new Americans.
14. Create and/or support recovery high schools.
15. Hire or train behavioral health workers to provide or expand any of the services or supports listed above.
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C. CONNECT PEOPLE WHO NEED HELP TO THE HELP THEY NEED
(CONNECTIONS TO CARE)
Provide connections to care for people who have—or are at risk of developing—OUD and any co-occurring SUD/MH conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:
1. Ensure that health care providers are screening for OUD and other risk factors and know how to appropriately counsel and treat (or refer if necessary) a patient for OUD treatment.
2. Fund SBIRT programs to reduce the transition from use to disorders, including SBIRT services to pregnant women who are uninsured or not eli gible for Medicaid.
3. Provide training and long-term implementation of SBIRT in key systems (health, schools, colleges, criminal justice, and probation), with a focus on youth and young adults when transition from misuse to opioid disorder is common.
4. Purchase automated versions of SBIRT and support ongoing costs of the technology.
5. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments.
6. Provide training for emergency room personnel treating opioid overdose patients on post-discharge planning, including community referrals for MAT, recovery case management or support services.
7. Support hospital programs that transition persons with OUD and any co-occurring SUD/MH conditions, or persons who have experienced an opioid overdose, into clinically appropriate follow-up care through a bridge clinic or similar approach.
8. Support crisis stabilization centers that serve as an alternative to hospital emergency departments for persons with OUD and any co-occurring SUD/MH conditions or persons that have experienced an opioid overdose.
9. Support the work of Emergency Medical Systems, including peer support specialists, to connect individuals to treatment or other appropriate services following an opioid overdose or other opioid-related adverse event.
10. Provide funding for peer support specialists or recovery coaches in emergency departments, detox facilities, recovery centers, recovery housing, or similar settings; offer services, supports, or connections to care to persons with OUD and any co- occurring SUD/MH conditions or to persons who have experienced an opioid overdose.
11. Expand warm hand-off services to transition to recovery services.
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12. Create or support school-based contacts that parents can engage with to seek immediate treatment services for their child; and support prevention, intervention, treatment, and recovery programs focused on young people.
13. Develop and support best practices on addressing OUD in the workplace.
14. Support assistance programs for health care providers with OUD.
15. Engage non-profits and the faith community as a system to support outreach for treatment.
16. Support centralized call centers that provide information and connections to appropriate services and supports for persons with OUD and any co-occurring SUD/MH conditions.
D. ADDRESS THE NEEDS OF CRIMINAL JUSTICE-INVOLVED PERSONS Address the needs of persons with OUD and any co-occurring SUD/MH conditions who are involved in, are at risk of becoming involved in, or are transitioning out of the criminal justice system through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:
1. Support pre-arrest or pre-arraignment diversion and deflection strategies for persons with OUD and any co-occurring SUD/MH conditions, including established strategies such as:
1. Self-referral strategies such as the Angel Programs or the Police Assisted Addiction Recovery Initiative (“PAARI”);
2. Active outreach strategies such as the Drug Abuse Response Team (“DART”) model;
3. “Naloxone Plus” strategies, which work to ensure that individuals who have received naloxone to reverse the effects of an overdose are then linked to treatment programs or other appropriate services;
4. Officer prevention strategies, such as the Law Enforcement Assisted Diversion (“LEAD”) model;
5. Officer intervention strategies such as the Leon County, Florida Adult Civil Citation Network or the Chicago Westside Narcotics Diversion to Treatment Initiative; or
6. Co-responder and/or alternative responder models to address OUD-related 911 calls with greater SUD expertise.
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2. Support pre-trial services that connect individuals with OUD and any co-occurring SUD/MH conditions to evidence-informed treatment, including MAT, and related services.
3. Support treatment and recovery courts that provide evidence-based options for persons with OUD and any co-occurring SUD/MH conditions.
4. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co- occurring SUD/MH conditions who are incarcerated in jail or prison.
5. Provide evidence-informed treatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any co- occurring SUD/MH conditions who are leaving jail or prison or have recently left jail or prison, are on probation or parole, are under community corrections supervision, or are in re-entry programs or facilities.
6. Support critical time interventions (“CTI”), particularly for individuals living with dual-diagnosis OUD/serious mental illness, and services for individuals who face immediate risks and service needs and risks upon release from correctional settings.
7. Provide training on best practices for addressing the needs of criminal justice- involved persons with OUD and any co-occurring SUD/MH conditions to law enforcement, correctional, or judicial personnel or to providers of treatment, recovery, harm reduction, case management, or other services offered in connection with any of the strategies described in this section.
E. ADDRESS THE NEEDS OF PREGNANT OR PARENTING WOMEN AND
THEIR FAMILIES, INCLUDING BABIES WITH NEONATAL ABSTINENCE
SYNDROME
Address the needs of pregnant or parenting women with OUD and any co-occurring SUD/MH conditions, and the needs of their families, including babies with neonatal abstinence syndrome (“NAS”), through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, those that:
1. Support evidence-based or evidence-informed treatment, including MAT, recovery services and supports, and prevention services for pregnant women—or women who could become pregnant—who have OUD and any co-occurring SUD/MH conditions, and other measures to educate and provide support to families affected by Neonatal Abstinence Syndrome.
2. Expand comprehensive evidence-based treatment and recovery services, including MAT, for uninsured women with OUD and any co-occurring SUD/MH conditions for up to 12 months postpartum.
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3. Provide training for obstetricians or other healthcare personnel who work with pregnant women and their families regarding treatment of OUD and any co-occurring SUD/MH conditions.
4. Expand comprehensive evidence-based treatment and recovery support for NAS babies; expand services for better continuum of care with infant-need dyad; and expand long-term treatment and services for medical monitoring of NAS babies and their families.
5. Provide training to health care providers who work with pregnant or parenting women on best practices for compliance with federal requirements that children born with NAS get referred to appropriate services and receive a plan of safe care.
6. Provide child and family supports for parenting women with OUD and any co- occurring SUD/MH conditions.
7. Provide enhanced family support and child care services for parents with OUD and any co-occurring SUD/MH conditions.
8. Provide enhanced support for children and family members suffering trauma as a result of addiction in the family; and offer trauma-informed behavioral health treatment for adverse childhood events.
9. Offer home-based wrap-around services to persons with OUD and any co-occurring SUD/MH conditions, including, but not limited to, parent skills training.
10. Provide support for Children’s Services—Fund additional positions and services, including supportive housing and other residential services, relating to children being removed from the home and/or placed in foster care due to custodial opioid use.
PART TWO: PREVENTION
F. PREVENT OVER-PRESCRIBING AND ENSURE APPROPRIATE
PRESCRIBING AND DISPENSING OF OPIOIDS
Support efforts to prevent over-prescribing and ensure appropriate prescribing and dispensing of opioids through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:
1. Funding medical provider education and outreach regarding best prescribing practices for opioids consistent with the Guidelines for Prescribing Opioids for Chronic Pain from the U.S. Centers for Disease Control and Prevention, including providers at hospitals (academic detailing).
2. Training for health care providers regarding safe and responsible opioid prescribing, dosing, and tapering patients off opioids.
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3. Continuing Medical Education (CME) on appropriate prescribing of opioids.
4. Providing Support for non-opioid pain treatment alternatives, including training providers to offer or refer to multi-modal, evidence-informed treatment of pain.
5. Supporting enhancements or improvements to Prescription Drug Monitoring Programs (“PDMPs”), including, but not limited to, improvements that:
1. Increase the number of prescribers using PDMPs;
2. Improve point-of-care decision-making by increasing the quantity, quality, or format of data available to prescribers using PDMPs, by improving the interface that prescribers use to access PDMP data, or both; or
3. Enable states to use PDMP data in support of surveillance or intervention strategies, including MAT referrals and follow-up for individuals identified within PDMP data as likely to experience OUD in a manner that complies with all relevant privacy and security laws and rules.
6. Ensuring PDMPs incorporate available overdose/naloxone deployment data, including the United States Department of Transportation’s Emergency Medical Technician overdose database in a manner that complies with all relevant privacy and security laws and rules.
7. Increasing electronic prescribing to prevent diversion or forgery.
8. Educating dispensers on appropriate opioid dispensing.
G. PREVENT MISUSE OF OPIOIDS
Support efforts to discourage or prevent misuse of opioids through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:
1. Funding media campaigns to prevent opioid misuse.
2. Corrective advertising or affirmative public education campaigns based on evidence.
3. Public education relating to drug disposal.
4. Drug take-back disposal or destruction programs.
5. Funding community anti-drug coalitions that engage in drug prevention efforts.
6. Supporting community coalitions in implementing evidence-informed prevention, such as reduced social access and physical access, stigma reduction—including staffing, educational campaigns, support for people in treatment or recovery, or
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training of coalitions in evidence-informed implementation, including the Strategic Prevention Framework developed by the U.S. Substance Abuse and Mental Health Services Administration (“SAMHSA”).
7. Engaging non-profits and faith-based communities as systems to support prevention.
8. Funding evidence-based prevention programs in schools or evidence-informed school and community education programs and campaigns for students, families, school employees, school athletic programs, parent-teacher and student associations, and others.
9. School-based or youth-focused programs or strategies that have demonstrated effectiveness in preventing drug misuse and seem likely to be effective in preventing the uptake and use of opioids.
10. Create or support community-based education or intervention services for families, youth, and adolescents at risk for OUD and any co-occurring SUD/MH conditions.
11. Support evidence-informed programs or curricula to address mental health needs of young people who may be at risk of misusing opioids or other drugs, including emotional modulation and resilience skills.
12. Support greater access to mental health services and supports for young people, including services and supports provided by school nurses, behavioral health workers or other school staff, to address mental health needs in young people that (when not properly addressed) increase the risk of opioid or another drug misuse.
H. PREVENT OVERDOSE DEATHS AND OTHER HARMS (HARM REDUCTION) Support efforts to prevent or reduce overdose deaths or other opioid-related harms through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:
1. Increased availability and distribution of naloxone and other drugs that treat overdoses for first responders, overdose patients, individuals with OUD and their friends and family members, schools, community navigators and outreach workers, persons being released from jail or prison, or other members of the general public.
2. Public health entities providing free naloxone to anyone in the community.
3. Training and education regarding naloxone and other drugs that treat overdoses for first responders, overdose patients, patients taking opioids, families, schools, community support groups, and other members of the general public.
4. Enabling school nurses and other school staff to respond to opioid overdoses, and provide them with naloxone, training, and support.
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5. Expanding, improving, or developing data tracking software and applications for overdoses/naloxone revivals.
6. Public education relating to emergency responses to overdoses.
7. Public education relating to immunity and Good Samaritan laws.
8. Educating first responders regarding the existence and operation of immunity and Good Samaritan laws.
9. Syringe service programs and other evidence-informed programs to reduce harms associated with intravenous drug use, including supplies, staffing, space, peer support services, referrals to treatment, fentanyl checking, connections to care, and the full range of harm reduction and treatment services provided by these programs.
10. Expanding access to testing and treatment for infectious diseases such as HIV and Hepatitis C resulting from intravenous opioid use.
11. Supporting mobile units that offer or provide referrals to harm reduction services, treatment, recovery supports, health care, or other appropriate services to persons that use opioids or persons with OUD and any co-occurring SUD/MH conditions.
12. Providing training in harm reduction strategies to health care providers, students, peer recovery coaches, recovery outreach specialists, or other professionals that provide care to persons who use opioids or persons with OUD and any co-occurring SUD/MH conditions.
13. Supporting screening for fentanyl in routine clinical toxicology testing.
PART THREE: OTHER STRATEGIES
I. FIRST RESPONDERS
In addition to items in section C, D and H relating to first responders, support the following:
1. Education of law enforcement or other first responders regarding appropriate practices and precautions when dealing with fentanyl or other drugs.
2. Provision of wellness and support services for first responders and others who experience secondary trauma associated with opioid-related emergency events.
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J. LEADERSHIP, PLANNING AND COORDINATION
Support efforts to provide leadership, planning, coordination, facilitations, training and technical assistance to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, the following:
1. Statewide, regional, local or community regional planning to identify root causes of addiction and overdose, goals for reducing harms related to the opioid epidemic, and areas and populations with the greatest needs for treatment intervention services, and to support training and technical assistance and other strategies to abate the opioid epidemic described in this opioid abatement strategy list.
2. A dashboard to (a) share reports, recommendations, or plans to spend opioid settlement funds; (b) to show how opioid settlement funds have been spent; (c) to report program or strategy outcomes; or (d) to track, share or visualize key opioid- or health-related indicators and supports as identified through collaborative statewide, regional, local or community processes.
3. Invest in infrastructure or staffing at government or not-for-profit agencies to support collaborative, cross-system coordination with the purpose of preventing overprescribing, opioid misuse, or opioid overdoses, treating those with OUD and any co-occurring SUD/MH conditions, supporting them in treatment or recovery, connecting them to care, or implementing other strategies to abate the opioid epidemic described in this opioid abatement strategy list.
4. Provide resources to staff government oversight and management of opioid abatement programs.
K. TRAINING
In addition to the training referred to throughout this document, support training to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, those that:
1. Provide funding for staff training or networking programs and services to improve the capability of government, community, and not-for-profit entities to abate the opioid crisis.
2. Support infrastructure and staffing for collaborative cross-system coordination to prevent opioid misuse, prevent overdoses, and treat those with OUD and any co- occurring SUD/MH conditions, or implement other strategies to abate the opioid epidemic described in this opioid abatement strategy list (e.g., health care, primary care, pharmacies, PDMPs, etc.).
L. RESEARCH
Support opioid abatement research that may include, but is not limited to, the following:
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1. Monitoring, surveillance, data collection and evaluation of programs and strategies described in this opioid abatement strategy list.
2. Research non-opioid treatment of chronic pain.
3. Research on improved service delivery for modalities such as SBIRT that demonstrate promising but mixed results in populations vulnerable to opioid use disorders.
4. Research on novel harm reduction and prevention efforts such as the provision of fentanyl test strips.
5. Research on innovative supply-side enforcement efforts such as improved detection of mail-based delivery of synthetic opioids.
6. Expanded research on swift/certain/fair models to reduce and deter opioid misuse within criminal justice populations that build upon promising approaches used to address other substances (e.g., Hawaii HOPE and Dakota 24/7).
7. Epidemiological surveillance of OUD-related behaviors in critical populations, including individuals entering the criminal justice system, including, but not limited to approaches modeled on the Arrestee Drug Abuse Monitoring (“ADAM”) system.
8. Qualitative and quantitative research regarding public health risks and harm reduction opportunities within illicit drug markets, including surveys of market participants who sell or distribute illicit opioids.
9. Geospatial analysis of access barriers to MAT and their association with treatment engagement and treatment outcomes.
FH11185097.1
Exhibit F-1
List of States and State Global Allocation Percentage
Alabama 1.5958653635%
Alaska 0.2283101787%
American Samoa 0.0171221696%
Arizona 2.3755949882%
Arkansas 0.9322152924%
California 9.9213830698%
Colorado 1.6616291219%
Connecticut 1.2938102647%
Delaware 0.4420285052%
District of Columbia 0.1799774824%
Florida 7.0259134409%
Georgia 2.7882080114%
Guam 0.0480366565%
Hawaii 0.3246488040%
Idaho 0.4919080117%
Illinois 3.3263363702%
Indiana 2.2168933059%
Iowa 0.7419256132%
Kansas 0.7840793410%
Kentucky 1.9963344879%
Louisiana 1.4650905059%
Maine 0.5293231313%
Maryland 2.1106090494%
Massachusetts 2.3035761083%
Michigan 3.4020234989%
Minnesota 1.2972597706%
Mississippi 0.8624327860%
Missouri 2.0056475170%
Montana 0.3125481816%
N. Mariana Islands 0.0167059202%
Nebraska 0.4171546352%
Nevada 1.2017657135%
New Hampshire 0.5784834777%
New Jersey 2.7551354545%
New Mexico 0.7989379794%
New York 5.3903813405%
North Carolina 3.2502525994%
FH11185097.1
North Dakota 0.1700251989%
Ohio 4.3567051408%
Oklahoma 1.5322312508%
Oregon 1.3741405009%
Pennsylvania 4.5882419559%
Puerto Rico 0.7101195950%
Rhode Island 0.4465429178%
South Carolina 1.5393083548%
South Dakota 0.1982071487%
Tennessee 2.6881474977%
Texas 6.2932157196%
Utah 1.1466798699%
Vermont 0.2544890561%
Virgin Islands 0.0315673573%
Virginia 2.2801150757%
Washington 2.3189040182%
West Virginia 1.0567416533%
Wisconsin 1.7582560561%
Wyoming 0.1668134842%
FH11185097.1
Exhibit F-2
Overall Allocation Percentages (to be multiplied by $4,788,165,456) Alabama 1.7164625355%
Alaska 0.2455632394%
American Samoa 0.0184160665%
Arizona 2.5551151682%
Arkansas 1.0026614155%
California 10.6711272323%
Colorado 1.7871959633%
Connecticut 1.3915815821%
Delaware 0.4754319419%
District of Columbia 0.1935781130%
Georgia 2.9989087439%
Guam 0.0516667151%
Hawaii 0.3491820313%
Idaho 0.5290807685%
Illinois 3.5777026624%
Indiana 2.3844206358%
Iowa 0.7979918283%
Kansas 0.8433310507%
Kentucky 2.1471945160%
Louisiana 1.5758052164%
Maine 0.5693232931%
Maryland 2.2701046362%
Massachusetts 2.4776539287%
Michigan 3.6591093548%
Minnesota 1.3952917621%
Mississippi 0.9276055489%
Missouri 2.1572113169%
Montana 0.3361669829%
N. Mariana Islands 0.0179683617%
Nebraska 0.4486783905%
Nevada 1.2925813611%
New Hampshire 0.6221986137%
New Jersey 2.9633369431%
New Mexico 0.8593125342%
FH11185097.1
New York 5.7977244413%
North Carolina 3.4958693542%
North Dakota 0.1828737503%
Ohio 4.6859348686%
Oklahoma 1.6480196875%
Oregon 1.4779822548%
Pennsylvania 4.9349685765%
Puerto Rico 0.7637822767%
Rhode Island 0.4802875019%
South Carolina 1.6556315977%
South Dakota 0.2131853681%
Tennessee 2.8912868060%
Texas 6.7687846717%
Utah 1.2333327622%
Vermont 0.2737204155%
Virgin Islands 0.0339528555%
Virginia 2.4524199807%
Washington 2.4941401460%
West Virginia 1.1365980484%
Wisconsin 1.8911248512%
Wyoming 0.1794193311%
FH11185097.1
Exhibit G
Subdivisions Eligible to Receive Direct Allocations from the Subdivision Fund and Subdivision Fund Allocation Percentages
The Subdivisions set forth on this Exhibit G are eligible to receive direct allocations from the Subdivision Fund, if such Subdivisions are otherwise eligible to receive such funds under this Agreement. By default, the Subdivisions set forth on this Exhibit G shall include all Subdivisions set forth on Exhibit G of the national opioid settlement agreement dated July 21, 2021 with Janssen Pharmaceuticals, Inc., et al., including all amendments up to the Preliminary Agreement Date of this Agreement. A State may elect to add any additional Subdivisions to this Exhibit G at any time prior to the Initial Participation Date.
Immediately upon the effectiveness of any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3 (or upon the effectiveness of an amendment to any State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3) that addresses allocation from the Subdivision Fund, whether before or after the Initial Participation Date, this Exhibit G will automatically be amended to reflect the allocation from the Subdivision Fund pursuant to the State-Subdivision Agreement, Allocation Statute, Statutory Trust, or voluntary redistribution allowed by Section V.D.3.
For the avoidance of doubt, inclusion on this Exhibit G shall not create any claim for any amount of the Settlement Fund, and no such amounts shall be allocated or distributed to any Subdivision included herein if such Subdivision does not otherwise meet all requirements to receive any such funds pursuant to the Agreement.
[List to be Added]
FH11185097.1
EXHIBIT H
Intentionally Omitted
FH11185097.1
EXHIBIT I
Primary Subdivisions
1. Alabaster, City of, Alabama
2. Albertville, City of, Alabama
3. Alexander City, City of, Alabama
4. Anniston, City of, Alabama
5. Athens, City of, Alabama
6. Auburn, City of, Alabama
7. Autauga, County of, Alabama
8. Baldwin, County of, Alabama
9. Barbour, County of, Alabama
10. Bessemer, City of, Alabama
11. Bibb, County of, Alabama
12. Birmingham, City of, Alabama
13. Blount, County of, Alabama
14. Bullock, County of, Alabama
15. Butler, County of, Alabama
16. Calera, City of, Alabama
17. Calhoun, County of, Alabama
18. Center Point, City of, Alabama
19. Chambers, County of, Alabama
20. Chelsea, City of, Alabama
21. Cherokee, County of, Alabama
22. Chilton, County of, Alabama
23. Choctaw, County of, Alabama
24. Clarke, County of, Alabama
25. Clay, County of, Alabama
26. Cleburne, County of, Alabama
27. Coffee, County of, Alabama
28. Colbert, County of, Alabama
29. Conecuh, County of, Alabama
30. Coosa, County of, Alabama
31. Covington, County of, Alabama
32. Crenshaw, County of, Alabama
33. Cullman, City of, Alabama
34. Cullman, County of, Alabama
35. Dale, County of, Alabama
36. Dallas, County of, Alabama
37. Daphne, City of, Alabama
38. Decatur, City of, Alabama
39. DeKalb, County of, Alabama
40. Dothan, City of, Alabama
41. Elmore, County of, Alabama
42. Enterprise, City of, Alabama
43. Escambia, County of, Alabama
44. Etowah, County of, Alabama
45. Eufaula, City of, Alabama
46. Fairfield, City of, Alabama
FH11185097.1
47. Fairhope, City of, Alabama
48. Fayette, County of, Alabama
49. Florence, City of, Alabama
50. Foley, City of, Alabama
51. Fort Payne, City of, Alabama
52. Franklin, County of, Alabama
53. Gadsden, City of, Alabama
54. Gardendale, City of, Alabama
55. Geneva, County of, Alabama
56. Gulf Shores, City of, Alabama
57. Hale, County of, Alabama
58. Hartselle, City of, Alabama
59. Helena, City of, Alabama
60. Henry, County of, Alabama
61. Homewood, City of, Alabama
62. Hoover, City of, Alabama
63. Houston, County of, Alabama
64. Hueytown, City of, Alabama
65. Huntsville, City of, Alabama
66. Irondale, City of, Alabama
67. Jackson, County of, Alabama
68. Jacksonville, City of, Alabama
69. Jasper, City of, Alabama
70. Jefferson, County of, Alabama
71. Lamar, County of, Alabama
72. Lauderdale, County of, Alabama
73. Lawrence, County of, Alabama
74. Lee, County of, Alabama
75. Leeds, City of, Alabama
76. Limestone, County of, Alabama
77. Macon, County of, Alabama
78. Madison, City of, Alabama
79. Madison, County of, Alabama
80. Marengo, County of, Alabama
81. Marion, County of, Alabama
82. Marshall, County of, Alabama
83. Millbrook, City of, Alabama
84. Mobile, City of, Alabama
85. Mobile, County of, Alabama
86. Monroe, County of, Alabama
87. Montgomery, City of, Alabama
88. Montgomery, County of, Alabama
89. Moody, City of, Alabama
90. Morgan, County of, Alabama
91. Mountain Brook, City of, Alabama
92. Muscle Shoals, City of, Alabama
93. Northport, City of, Alabama
94. Opelika, City of, Alabama
95. Oxford, City of, Alabama
96. Ozark, City of, Alabama
97. Pelham, City of, Alabama
FH11185097.1
98. Pell City, City of, Alabama
99. Phenix City, City of, Alabama
100. Pickens, County of, Alabama
101. Pike, County of, Alabama
102. Pike Road, Town of, Alabama
103. Prattville, City of, Alabama
104. Prichard, City of, Alabama
105. Randolph, County of, Alabama
106. Russell, County of, Alabama
107. Saraland, City of, Alabama
108. Scottsboro, City of, Alabama
109. Selma, City of, Alabama
110. Shelby, County of, Alabama
111. St. Clair, County of, Alabama
112. Sumter, County of, Alabama
113. Sylacauga, City of, Alabama
114. Talladega, City of, Alabama
115. Talladega, County of, Alabama
116. Tallapoosa, County of, Alabama
117. Troy, City of, Alabama
118. Trussville, City of, Alabama
119. Tuscaloosa, City of, Alabama
120. Tuscaloosa, County of, Alabama
121. Vestavia Hills, City of, Alabama
122. Walker, County of, Alabama
123. Washington, County of, Alabama
124. Wilcox, County of, Alabama
125. Winston, County of, Alabama
126. Anchorage, Municipality of, Alaska
127. Fairbanks, City of, Alaska
128. Fairbanks North Star, Borough of, Alaska
129. Juneau, City of/ Borough of, Alaska
130. Kenai Peninsula, Borough of, Alaska
131. Ketchikan Gateway, Borough of, Alaska
132. Kodiak Island, Borough of, Alaska
133. Matanuska-Susitna, Borough of, Alaska
134. Wasilla, City of, Alaska
135. Apache, County of, Arizona
136. Apache Junction, City of, Arizona
137. Avondale, City of, Arizona
138. Buckeye, City of, Arizona
139. Bullhead City, City of, Arizona
140. Camp Verde, Town of, Arizona
141. Casa Grande, City of, Arizona
142. Chandler, City of, Arizona
143. Chino Valley, Town of, Arizona
144. Cochise, County of, Arizona
145. Coconino, County of, Arizona
146. Coolidge, City of, Arizona
147. Cottonwood, City of, Arizona
148. Douglas, City of, Arizona
FH11185097.1
149. El Mirage, City of, Arizona
150. Eloy, City of, Arizona
151. Flagstaff, City of, Arizona
152. Florence, Town of, Arizona
153. Fountain Hills, Town of, Arizona
154. Gila, County of, Arizona
155. Gilbert, Town of, Arizona
156. Glendale, City of, Arizona
157. Goodyear, City of, Arizona
158. Graham, County of, Arizona
159. Kingman, City of, Arizona
160. La Paz, County of, Arizona
161. Lake Havasu City, City of, Arizona
162. Marana, Town of, Arizona
163. Maricopa, City of, Arizona
164. Maricopa, County of, Arizona
165. Mesa, City of, Arizona
166. Mohave, County of, Arizona
167. Navajo, County of, Arizona
168. Nogales, City of, Arizona
169. Oro Valley, Town of, Arizona
170. Paradise Valley, Town of, Arizona
171. Payson, Town of, Arizona
172. Peoria, City of, Arizona
173. Phoenix, City of, Arizona
174. Pima, County of, Arizona
175. Pinal, County of, Arizona
176. Prescott, City of, Arizona
177. Prescott Valley, Town of, Arizona
178. Queen Creek, Town of, Arizona
179. Sahuarita, Town of, Arizona
180. San Luis, City of, Arizona
181. Santa Cruz, County of, Arizona
182. Scottsdale, City of, Arizona
183. Sedona, City of, Arizona
184. Show Low, City of, Arizona
185. Sierra Vista, City of, Arizona
186. Somerton, City of, Arizona
187. Surprise, City of, Arizona
188. Tempe, City of, Arizona
189. Tucson, City of, Arizona
190. Yavapai, County of, Arizona
191. Yuma, City of, Arizona
192. Yuma, County of, Arizona
193. Arkadelphia, City of, Arkansas
194. Arkansas, County of, Arkansas
195. Ashley, County of, Arkansas
196. Batesville, City of, Arkansas
197. Baxter, County of, Arkansas
198. Bella Vista, City of, Arkansas
199. Benton, City of, Arkansas
FH11185097.1
200. Benton, County of, Arkansas
201. Bentonville, City of, Arkansas
202. Blytheville, City of, Arkansas
203. Boone, County of, Arkansas
204. Bradley, County of, Arkansas
205. Bryant, City of, Arkansas
206. Cabot, City of, Arkansas
207. Camden, City of, Arkansas
208. Carroll, County of, Arkansas
209. Centerton, City of, Arkansas
210. Chicot, County of, Arkansas
211. Clark, County of, Arkansas
212. Clay, County of, Arkansas
213. Cleburne, County of, Arkansas
214. Columbia, County of, Arkansas
215. Conway, City of, Arkansas
216. Conway, County of, Arkansas
217. Craighead, County of, Arkansas
218. Crawford, County of, Arkansas
219. Crittenden, County of, Arkansas
220. Cross, County of, Arkansas
221. Desha, County of, Arkansas
222. Drew, County of, Arkansas
223. El Dorado, City of, Arkansas
224. Faulkner, County of, Arkansas
225. Fayetteville, City of, Arkansas
226. Forrest City, City of, Arkansas
227. Fort Smith, City of, Arkansas
228. Franklin, County of, Arkansas
229. Fulton, County of, Arkansas
230. Garland, County of, Arkansas
231. Grant, County of, Arkansas
232. Greene, County of, Arkansas
233. Harrison, City of, Arkansas
234. Helena-West Helena, City of, Arkansas
235. Hempstead, County of, Arkansas
236. Hot Spring, County of, Arkansas
237. Hot Springs, City of, Arkansas
238. Howard, County of, Arkansas
239. Independence, County of, Arkansas
240. Izard, County of, Arkansas
241. Jackson, County of, Arkansas
242. Jacksonville, City of, Arkansas
243. Jefferson, County of, Arkansas
244. Johnson, County of, Arkansas
245. Jonesboro, City of, Arkansas
246. Lawrence, County of, Arkansas
247. Lincoln, County of, Arkansas
248. Little River, County of, Arkansas
249. Little Rock, City of, Arkansas
250. Logan, County of, Arkansas
FH11185097.1
251. Lonoke, County of, Arkansas
252. Madison, County of, Arkansas
253. Magnolia, City of, Arkansas
254. Malvern, City of, Arkansas
255. Marion, City of, Arkansas
256. Marion, County of, Arkansas
257. Maumelle, City of, Arkansas
258. Miller, County of, Arkansas
259. Mississippi, County of, Arkansas
260. Mountain Home, City of, Arkansas
261. North Little Rock, City of, Arkansas
262. Ouachita, County of, Arkansas
263. Paragould, City of, Arkansas
264. Perry, County of, Arkansas
265. Phillips, County of, Arkansas
266. Pike, County of, Arkansas
267. Pine Bluff, City of, Arkansas
268. Poinsett, County of, Arkansas
269. Polk, County of, Arkansas
270. Pope, County of, Arkansas
271. Pulaski, County of, Arkansas
272. Randolph, County of, Arkansas
273. Rogers, City of, Arkansas
274. Russellville, City of, Arkansas
275. Saline, County of, Arkansas
276. Scott, County of, Arkansas
277. Searcy, City of, Arkansas
278. Sebastian, County of, Arkansas
279. Sevier, County of, Arkansas
280. Sharp, County of, Arkansas
281. Sherwood, City of, Arkansas
282. Siloam Springs, City of, Arkansas
283. Springdale, City of, Arkansas
284. St. Francis, County of, Arkansas
285. Stone, County of, Arkansas
286. Texarkana, City of, Arkansas
287. Union, County of, Arkansas
288. Van Buren, City of, Arkansas
289. Van Buren, County of, Arkansas
290. Washington, County of, Arkansas
291. West Memphis, City of, Arkansas
292. White, County of, Arkansas
293. Yell, County of, Arkansas
294. Adelanto, City of, California
295. Agoura Hills, City of, California
296. Alameda, City of, California
297. Alameda, County of, California
298. Albany, City of, California
299. Alhambra, City of, California
300. Aliso Viejo, City of, California
301. Amador, County of, California
FH11185097.1
302. American Canyon, City of, California
303. Anaheim, City of, California
304. Anderson, City of, California
305. Antioch, City of, California
306. Apple Valley, Town of, California
307. Arcadia, City of, California
308. Arcata, City of, California
309. Arroyo Grande, City of, California
310. Artesia, City of, California
311. Arvin, City of, California
312. Atascadero, City of, California
313. Atwater, City of, California
314. Auburn, City of, California
315. Avenal, City of, California
316. Azusa, City of, California
317. Bakersfield, City of, California
318. Baldwin Park, City of, California
319. Banning, City of, California
320. Barstow, City of, California
321. Beaumont, City of, California
322. Bell, City of, California
323. Bell Gardens, City of, California
324. Bellflower, City of, California
325. Belmont, City of, California
326. Benicia, City of, California
327. Berkeley, City of, California
328. Beverly Hills, City of, California
329. Blythe, City of, California
330. Brawley, City of, California
331. Brea, City of, California
332. Brentwood, City of, California
333. Buena Park, City of, California
334. Burbank, City of, California
335. Burlingame, City of, California
336. Butte, County of, California
337. Calabasas, City of, California
338. Calaveras, County of, California
339. Calexico, City of, California
340. California City, City of, California
341. Camarillo, City of, California
342. Campbell, City of, California
343. Canyon Lake, City of, California
344. Capitola, City of, California
345. Carlsbad, City of, California
346. Carpinteria, City of, California
347. Carson, City of, California
348. Cathedral City, City of, California
349. Ceres, City of, California
350. Cerritos, City of, California
351. Chico, City of, California
352. Chino, City of, California
FH11185097.1
353. Chino Hills, City of, California
354. Chowchilla, City of, California
355. Chula Vista, City of, California
356. Citrus Heights, City of, California
357. Claremont, City of, California
358. Clayton, City of, California
359. Clearlake, City of, California
360. Clovis, City of, California
361. Coachella, City of, California
362. Coalinga, City of, California
363. Colton, City of, California
364. Colusa, County of, California
365. Commerce, City of, California
366. Compton, City of, California
367. Concord, City of, California
368. Contra Costa, County of, California
369. Corcoran, City of, California
370. Corona, City of, California
371. Coronado, City of, California
372. Costa Mesa, City of, California
373. Covina, City of, California
374. Cudahy, City of, California
375. Culver City, City of, California
376. Cupertino, City of, California
377. Cypress, City of, California
378. Daly City, City of, California
379. Dana Point, City of, California
380. Danville, Town of, California
381. Davis, City of, California
382. Del Norte, County of, California
383. Delano, City of, California
384. Desert Hot Springs, City of, California
385. Diamond Bar, City of, California
386. Dinuba, City of, California
387. Dixon, City of, California
388. Downey, City of, California
389. Duarte, City of, California
390. Dublin, City of, California
391. East Palo Alto, City of, California
392. Eastvale, City of, California
393. El Cajon, City of, California
394. El Centro, City of, California
395. El Cerrito, City of, California
396. El Dorado, County of, California
397. El Monte, City of, California
398. El Paso de Robles (Paso Robles), City of, California 399. El Segundo, City of, California
400. Elk Grove, City of, California
401. Emeryville, City of, California
402. Encinitas, City of, California
403. Escondido, City of, California
FH11185097.1
404. Eureka, City of, California
405. Exeter, City of, California
406. Fairfield, City of, California
407. Farmersville, City of, California
408. Fillmore, City of, California
409. Folsom, City of, California
410. Fontana, City of, California
411. Fortuna, City of, California
412. Foster City, City of, California
413. Fountain Valley, City of, California
414. Fremont, City of, California
415. Fresno, City of, California
416. Fresno, County of, California
417. Fullerton, City of, California
418. Galt, City of, California
419. Garden Grove, City of, California
420. Gardena, City of, California
421. Gilroy, City of, California
422. Glendale, City of, California
423. Glendora, City of, California
424. Glenn, County of, California
425. Goleta, City of, California
426. Grand Terrace, City of, California
427. Grass Valley, City of, California
428. Greenfield, City of, California
429. Grover Beach, City of, California
430. Half Moon Bay, City of, California
431. Hanford, City of, California
432. Hawaiian Gardens, City of, California
433. Hawthorne, City of, California
434. Hayward, City of, California
435. Healdsburg, City of, California
436. Hemet, City of, California
437. Hercules, City of, California
438. Hermosa Beach, City of, California
439. Hesperia, City of, California
440. Highland, City of, California
441. Hillsborough, Town of, California
442. Hollister, City of, California
443. Humboldt, County of, California
444. Huntington Beach, City of, California
445. Huntington Park, City of, California
446. Imperial Beach, City of, California
447. Imperial, City of, California
448. Imperial, County of, California
449. Indio, City of, California
450. Inglewood, City of, California
451. Inyo, County of, California
452. Irvine, City of, California
453. Jurupa Valley, City of, California
454. Kerman, City of, California
FH11185097.1
455. Kern, County of, California
456. King City, City of, California
457. Kings, County of, California
458. Kingsburg, City of, California
459. La Cañada Flintridge, City of, California
460. La Habra, City of, California
461. La Mesa, City of, California
462. La Mirada, City of, California
463. La Palma, City of, California
464. La Puente, City of, California
465. La Quinta, City of, California
466. La Verne, City of, California
467. Lafayette, City of, California
468. Laguna Beach, City of, California
469. Laguna Hills, City of, California
470. Laguna Niguel, City of, California
471. Laguna Woods, City of, California
472. Lake, County of, California
473. Lake Elsinore, City of, California
474. Lake Forest, City of, California
475. Lakewood, City of, California
476. Lancaster, City of, California
477. Larkspur, City of, California
478. Lassen, County of, California
479. Lathrop, City of, California
480. Lawndale, City of, California
481. Lemon Grove, City of, California
482. Lemoore, City of, California
483. Lincoln, City of, California
484. Lindsay, City of, California
485. Livermore, City of, California
486. Livingston, City of, California
487. Lodi, City of, California
488. Loma Linda, City of, California
489. Lomita, City of, California
490. Lompoc, City of, California
491. Long Beach, City of, California
492. Los Alamitos, City of, California
493. Los Altos, City of, California
494. Los Angeles, City of, California
495. Los Angeles, County of, California
496. Los Banos, City of, California
497. Los Gatos, Town of, California
498. Lynwood, City of, California
499. Madera, City of, California
500. Madera, County of, California
501. Malibu, City of, California
502. Manhattan Beach, City of, California
503. Manteca, City of, California
504. Marin, County of, California
505. Marina, City of, California
FH11185097.1
506. Mariposa, County of, California
507. Martinez, City of, California
508. Marysville, City of, California
509. Maywood, City of, California
510. McFarland, City of, California
511. Mendocino, County of, California
512. Mendota, City of, California
513. Menifee, City of, California
514. Menlo Park, City of, California
515. Merced, City of, California
516. Merced, County of, California
517. Mill Valley, City of, California
518. Millbrae, City of, California
519. Milpitas, City of, California
520. Mission Viejo, City of, California
521. Modesto, City of, California
522. Mono, County of, California
523. Monrovia, City of, California
524. Montclair, City of, California
525. Montebello, City of, California
526. Monterey, City of, California
527. Monterey, County of, California
528. Monterey Park, City of, California
529. Moorpark, City of, California
530. Moraga, Town of, California
531. Moreno Valley, City of, California
532. Morgan Hill, City of, California
533. Morro Bay, City of, California
534. Mountain View, City of, California
535. Murrieta, City of, California
536. Napa, City of, California
537. Napa, County of, California
538. National City, City of, California
539. Nevada, County of, California
540. Newark, City of, California
541. Newman, City of, California
542. Newport Beach, City of, California
543. Norco, City of, California
544. Norwalk, City of, California
545. Novato, City of, California
546. Oakdale, City of, California
547. Oakland, City of, California
548. Oakley, City of, California
549. Oceanside, City of, California
550. Ontario, City of, California
551. Orange, City of, California
552. Orange, County of, California
553. Orange Cove, City of, California
554. Orinda, City of, California
555. Oroville, City of, California
556. Oxnard, City of, California
FH11185097.1
557. Pacific Grove, City of, California
558. Pacifica, City of, California
559. Palm Desert, City of, California
560. Palm Springs, City of, California
561. Palmdale, City of, California
562. Palo Alto, City of, California
563. Palos Verdes Estates, City of, California
564. Paramount, City of, California
565. Parlier, City of, California
566. Pasadena, City of, California
567. Patterson, City of, California
568. Perris, City of, California
569. Petaluma, City of, California
570. Pico Rivera, City of, California
571. Piedmont, City of, California
572. Pinole, City of, California
573. Pittsburg, City of, California
574. Placentia, City of, California
575. Placer, County of, California
576. Placerville, City of, California
577. Pleasant Hill, City of, California
578. Pleasanton, City of, California
579. Plumas, County of, California
580. Pomona, City of, California
581. Port Hueneme, City of, California
582. Porterville, City of, California
583. Poway, City of, California
584. Rancho Cordova, City of, California
585. Rancho Cucamonga, City of, California
586. Rancho Mirage, City of, California
587. Rancho Palos Verdes, City of, California
588. Rancho Santa Margarita, City of, California
589. Red Bluff, City of, California
590. Redding, City of, California
591. Redlands, City of, California
592. Redondo Beach, City of, California
593. Redwood City, City of, California
594. Reedley, City of, California
595. Rialto, City of, California
596. Richmond, City of, California
597. Ridgecrest, City of, California
598. Ripon, City of, California
599. Riverbank, City of, California
600. Riverside, City of, California
601. Riverside, County of, California
602. Rocklin, City of, California
603. Rohnert Park, City of, California
604. Rosemead, City of, California
605. Roseville, City of, California
606. Sacramento, City of, California
607. Sacramento, County of, California
FH11185097.1
608. Salinas, City of, California
609. San Anselmo, Town of, California
610. San Benito, County of, California
611. San Bernardino, City of, California
612. San Bernardino, County of, California
613. San Bruno, City of, California
614. San Buenaventura (Ventura), City of, California
615. San Carlos, City of, California
616. San Clemente, City of, California
617. San Diego, City of, California
618. San Diego, County of, California
619. San Dimas, City of, California
620. San Fernando, City of, California
621. San Francisco, City of/ County of, California
622. San Gabriel, City of, California
623. San Jacinto, City of, California
624. San Joaquin, County of, California
625. San Jose, City of, California
626. San Juan Capistrano, City of, California
627. San Leandro, City of, California
628. San Luis Obispo, City of, California
629. San Luis Obispo, County of, California
630. San Marcos, City of, California
631. San Marino, City of, California
632. San Mateo, City of, California
633. San Mateo, County of, California
634. San Pablo, City of, California
635. San Rafael, City of, California
636. San Ramon, City of, California
637. Sanger, City of, California
638. Santa Ana, City of, California
639. Santa Barbara, City of, California
640. Santa Barbara, County of, California
641. Santa Clara, City of, California
642. Santa Clara, County of, California
643. Santa Clarita, City of, California
644. Santa Cruz, City of, California
645. Santa Cruz, County of, California
646. Santa Fe Springs, City of, California
647. Santa Maria, City of, California
648. Santa Monica, City of, California
649. Santa Paula, City of, California
650. Santa Rosa, City of, California
651. Santee, City of, California
652. Saratoga, City of, California
653. Scotts Valley, City of, California
654. Seal Beach, City of, California
655. Seaside, City of, California
656. Selma, City of, California
657. Shafter, City of, California
658. Shasta, County of, California