HomeMy WebLinkAboutContracts & Agreements_57-2023Exhibit E
WALMART
SETTLEMENT
AGREEMENT
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
EXHIBIT K
Subdivision Participation Form
Will your subdivision or special district be signing the settlement participation form for the Walmart
Settlement at this time?
,] Yes [ ] No
Governmental Entity: Redlands city
State: CA
Authorized Official: Cho r(.e S FYI • D 5 4 n) J r2—
Address 1: "3 E S
' p
DD • + . .C} r•c G � Sj-� . 6
Address 2:
City, State, Zip: fed (4 k1• CA— !la 3 T-3
Phone: ( I of) 7iS'-7S7D
Email: GG►'4c.....i+ 4 rnerkedlQb74f. or'
The governmental entity identified above ("Governmental Entity"), in order to obtain and in
consideration for the benefits provided to the Governmental Entity pursuant to the Settlement
Agreement dated November 14, 2022 ("Walmart Settlement"), and acting through the undersigned
authorized official, hereby elects to participate in the Walmart Settlement, release all Released Claims
against all Released Entities, and agrees as follows.
1. The Governmental Entity is aware of and has reviewed the Walmart Settlement, understands
that all terms in this Election and Release have the meanings defined therein, and agrees that
by this Election, the Governmental Entity elects to participate in the Walmart Settlement and
become a Participating Subdivision as provided therein.
2. The Governmental Entity shall promptly, and in any event within 14 days of the Effective
Date and prior to the filing of the Consent Judgment, dismiss with prejudice any Released
Claims that it has filed. With respect to any Released Claims pending in In re National
Prescription Opiate Litigation, MDL No. 2804, the Governmental Entity authorizes the
Plaintiffs' Executive Committee to execute and file on behalf of the Governmental Entity a
Stipulation of Dismissal With Prejudice substantially in the form found at
https://nationalopioidsettlement. corn/.
3. The Governmental Entity agrees to the terms of the Walmart Settlement pertaining to
Subdivisions as defined therein.
4. By agreeing to the terms of the Walmart Settlement and becoming a Releasor, the
Governmental Entity is entitled to the benefits provided therein, including, if applicable,
monetary payments beginning after the Effective Date.
5. The Governmental Entity agrees to use any monies it receives through the Walmart
Settlement solely for the purposes provided therein.
1
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
6. The Governmental Entity submits to the jurisdiction of the court in the Governmental
Entity's state where the Consent Judgment is filed for purposes limited to that court's role
as provided in, and for resolving disputes to the extent provided in, the Walmart
Settlement.
7. The Governmental Entity has the right to enforce the Walmart Settlement as provided
therein.
8. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all
purposes in the Walmart Settlement, including but not limited to all provisions of Section X
(Release), and along with all departments, agencies, divisions, boards, commissions, districts,
instrumentalities of any kind and attorneys, and any person in their official capacity elected
or appointed to serve any of the foregoing and any agency, person, or other entity claiming
by or through any of the foregoing, and any other entity identified in the definition of
Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the
Governmental Entity hereby absolutely, unconditionally, and irrevocably covenants not to
bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to
otherwise seek to establish liability for any Released Claims against any Released Entity in
any forum whatsoever. The releases provided for in the Walmart Settlement are intended by
the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest
possible bar against any liability relating in any way to Released Claims and extend to the
full extent of the power of the Governmental Entity to release claims. The Walmart
Settlement shall be a complete bar to any Released Claim.
9. In connection with the releases provided for in the Walmart Settlement, each
Governmental Entity expressly waives, releases, and forever discharges any and all
provisions, rights, and benefits conferred by any law of any state or territory of the
United States or other jurisdiction, or principle of common law, which is similar,
comparable, or equivalent to § 1542 of the California Civil Code, which reads:
General Release; extent. A general release does not extend to claims that the
creditor or releasing party does not know or suspect to exist in his or her favor at the
time of executing the release that, if known by him or her, would have materially
affected his or her settlement with the debtor or released party.
A Releasor may hereafter discover facts other than or different from those which it knows,
believes, or assumes to be true with respect to the Released Claims, but each Governmental
Entity hereby expressly waives and fully, finally, and forever settles, releases and discharges,
upon the Effective Date, any and all Released Claims that may exist as of such date but which
Releasors do not know or suspect to exist, whether through ignorance, oversight, error,
negligence or through no fault whatsoever, and which, if known, would materially affect the
Governmental Entities' decision to participate in the Walmart Settlement.
10. Nothing herein is intended to modify in any way the terms of the Walmart Settlement, to
which Governmental Entity hereby agrees. To the extent this Election and Release is
interpreted differently from the Walmart Settlement in any respect, the Walmart Settlement
controls.
2
El
ti
El 44
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
I have all necessary power and authorization to execute this Election and Release on behalf of the
Governmental Entity.
Signature: (_ L./li
CAR k•t�q �Gn rz
Name: J � ) J
Title: Cirj k)I4 /iQ
Date:
3
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
Proposed California State -Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds — Walmart Settlement
1. Introduction
Pursuant to the Walmart Settlement Agreement, dated as of November 14, 2022, and any
revision thereto (the "Walmart Settlement Agreement"), including Section V and Exhibit 0, the
State of California proposes this agreement (the "CA Walmart Allocation Agreement") to
govern the allocation, distribution, and use of Settlement Fund payments made to California
pursuant to Sections IV and V of the Walmart Settlement Agreement. For the avoidance of
doubt, this agreement does not apply to payments made pursuant to Sections VIII or IX of the
Walmart Settlement Agreement.
Pursuant to Exhibit 0, Paragraph 4, of the Walmart Settlement Agreement, acceptance of this
CA Walmart Allocation Agreement is a requirement to be a Participating Subdivision.
2. Definitions
a) CA Participating Subdivision means a Participating Subdivision that is also (a) a
Plaintiff Subdivision and/or (b) a Primary Subdivision with a population equal to
or greater than 10,000. For the avoidance of doubt, eligible CA Participating
Subdivisions are those California subdivisions listed in Exhibit C (excluding
Litigating Special Districts) and/or Exhibit I to the Walmart Settlement Agreement.
b) Allergan Settlement Agreement means the Allergan Settlement Agreement
dated November 22, 2022, and any revision thereto.
c) CVS Settlement Agreement means the CVS Settlement Agreement dated December 9,
2022, and any revision thereto as well as any modification thereto entered into by the
State of California and CVS.
d) Distributor Settlement Agreement means the Distributor Settlement Agreement
dated July 21, 2021, and any revision thereto.
e) Janssen Settlement Agreement means the Janssen Settlement Agreement dated
July 21, 2021, and any revision thereto.
f) Teva Settlement Agreement means the Teva Settlement Agreement dated
November 22, 2022, and any revision thereto.
Walgreens Settlement Agreement means the Walgreens Settlement Agreement
dated December 9, 2022, and any revision thereto.
h) CA Litigating Special District means a Litigating Special District located in
California. CA Litigating Special Districts include Downey Unified School District,
Elk Grove Unified School District, Kern High School District, Montezuma Fire
Protection District (located in Stockton, California), Santa Barbara San Luis Obispo
Regional Health Authority, Inland Empire Health Plan, Health Plan of San Joaquin,
San Leandro Unified School District, Pleasant Valley School District Board, and LA
Care Health Plan.
g)
1
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
j)
i) Plaintiff Subdivision means a Subdivision located in California, other than a CA
Litigating Special District, that filed a lawsuit, on behalf of the Subdivision
and/or through an official of the Subdivision on behalf of the People of the State
of California, against one or more Opioid Defendants prior to October 1, 2020.
Opioid Defendant means any defendant (including but not limited to Teva
Pharmaceutical Industries Ltd., Allergan Finance, LLC, Allergan Limited, CVS
Health Corporation, CVS Pharmacy, Inc., Walgreen Co., Walmart Inc., Johnson &
Johnson, Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health, Inc.,
AmerisourceBergen Corporation, and McKesson Corporation) named in a lawsuit
seeking damages, abatement, or other remedies related to or caused by the opioid
public health crisis in any lawsuit brought by any state or local government on or
before October 1, 2020.
3. General Terms
This agreement is subject to the requirements of the Walmart Settlement Agreement, as well as
applicable law, and the Walmart Settlement Agreement governs over any inconsistent provision
of this CA Walmart Allocation Agreement. Terms used in this CA Walmart Allocation
Agreement have the same meaning as in the Walmart Settlement Agreement unless otherwise
defined herein.
Pursuant to Section V(D)(1) of the Walmart Settlement Agreement, (a) all Settlement Fund
payments will be used for Opioid Remediation, except as allowed by Section V(B)(2) of the
Walmart Settlement Agreement; and (b) at least seventy percent (70%) of Settlement Fund
payment amounts will be used solely for future Opioid Remediation.
4. State Allocation
The Settlement Fund payments to California,` pursuant to the Walmart Settlement Agreement,
shall be allocated as follows: 15% to the State Fund; 70% to the Abatement Accounts Fund; and
15% to the Subdivision Fund. For the avoidance of doubt, all funds allocated to California from
the Settlement Fund shall be combined pursuant to this CA Walmart Allocation Agreement, and
15% of that total shall be allocated to the State of California (the "State of California
Allocation"), 70% to the California Abatement Accounts Fund ("CA Abatement Accounts
Fund"), and 15% to the California Subdivision Fund ("CA Subdivision Fund").
1 For purposes of clarity, use of the telrir "California" refers to the geographic territory of
California and the state and its local governments therein. The term "State" or "State of
California" refers to the State of California as a governmental unit.
2 C7
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
A. State of California Allocation
Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by
the State for future Opioid Remediation.
B. CA Abatement Accounts Fund
i. Allocation of CA Abatement Accounts Funds
a) Seventy percent of the total Settlement Fund payments will be allocated to the CA
Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be
allocated based on the allocation model developed in connection with the proposed
negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as
adjusted to reflect only those cities and counties that are eligible, based on population or
litigation status, to become a CA Participating Subdivision. The percentage from the CA
Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in
Appendix 1 in the column entitled abatement percentage (the ``Local Allocation"). For
the avoidance of doubt, CA Litigating Special Districts and California towns, cities, and
counties with a population less than 10,000 are not eligible to receive an allocation of
CA Abatement Accounts Funds.
b) A CA Participating Subdivision that is a county, or a city and county, will be allocated its
Local Allocation share as of the date on which it becomes a Participating Subdivision,
and will receive payments as provided in the Walmart Settlement Agreement.
c) A CA Participating Subdivision that is a city will be allocated its Local Allocation share
as of the date on which it becomes a Participating Subdivision. The Local Allocation
share for a city that is a CA Participating Subdivision will be paid to the county in which
the city is located, rather than to the city, so long as: (a) the county is a CA Participating
Subdivision, and (b) the city has not advised the Settlement Fund Administrator that it
requests direct payment at least 60 days prior to a Payment Date. A Local Allocation
share allocated to a city but paid to a county is not required to be spent exclusively for
abatement activities in that city, but will become part of the county's share of the CA
Abatement Accounts Funds, which will be used in accordance with Section 4.B.ii (Use
of CA Abatement Accounts Funds) and reported on in accordance with Section 4.B.iii
(CA Abatement Accounts Fund Oversight).
d) A city within a county that is a CA Participating Subdivision may opt in or out of direct
payment at any time, and it may also elect direct payment of only a portion of its share,
with the remainder going to the county, by providing notice to the Settlement Fund
Administrator at least 60 days prior to a Payment Date. For purposes of this CA Walmart
Allocation Agreement, the Cities of Los Angeles, Oakland, San Diego, San Jose and
Eureka will be deemed to have elected direct payment if they become Participating
Subdivisions.
3
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
e) The State will receive the Local Allocation share of any payment to the Settlement Fund
that is attributable to a county or city that is eligible to become a CA Participating
Subdivision, but that has not, as of the date of that payment to the Settlement Fund,
become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered
within five years of receipt and in accordance with the Walmart Settlement Agreement
and this CA Walmart Allocation Agreement shall be transferred to the State; provided
however, that CA Participating Subdivisions have seven years to expend or encumber CA
Abatement Accounts Funds designated to support capital outlay projects before they must
be transferred to the State. This provision shall not apply to the Cost Reimbursement
Funds, which shall be controlled by Appendix 2.
ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or
more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E
to the Walmart Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA
Participating Subdivision from the Abatement Accounts Fund in each calendar year
will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder
facilities within the Behavioral Health Continuum Infrastructure Program;
(2) creating new or expanded Substance Use Disorder ("SUD") treatment infrastructure;
(3) addressing the needs of communities of color and vulnerable populations (including
sheltered and unsheltered homeless populations) that are disproportionately
impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by
providing training and resources to first and early responders (sworn and non -sworn)
and implementing best practices for outreach, diversion and deflection,
employability, restorative justice, and harm reduction; and/or
(5) interventions to prevent drug addiction in vulnerable youth.
c) The California Department of Health Care Services ("DHCS") may add to this list (but
not delete from it) by designating additional High Impact Abatement Activities. DHCS
will make reasonable efforts to consult with stakeholders, including the CA
Participating Subdivisions, before adding additional High Impact Abatement Activities
to this list.
d) For the avoidance of doubt, and subject to the requirements of the Walmart Settlement
Agreement and applicable law, CA Participating Subdivisions may form agreements or
ventures, or otherwise work in collaboration with, federal, state, local, tribal or private
sector entities in pursuing Opioid Remediation activities funded from the CA Abatement
4
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
Accounts Fund. Further, provided that all CA Abatement Accounts Funds are used for
Opioid Remediation consistent with the Walmart Settlement Agreement and this CA
Walmart Allocation Agreement, a county and any cities or towns within the county may
agree to reallocate their respective shares of the CA Abatement Accounts Funds among
themselves, provided that any direct distribution may only be to a CA Participating
Subdivision and any CA Participating Subdivision must agree to their share being
reallocated.
iii. CA Abatement Accounts Fund Oversight
a) Pursuant to Section 5 below, CA Participating Subdivisions receiving settlement funds
must prepare and file reports annually regarding the use of those funds. DHCS may
regularly review the reports prepared by CA Participating Subdivisions about the use of
CA Abatement Accounts Funds for compliance with the Walmart Settlement
Agreement and this CA Walmart Allocation Agreement.
b) If DHCS determines that a CA Participating Subdivision's use of CA Abatement
Accounts Funds is inconsistent with the Walmart Settlement Agreement or this CA
Walmart Allocation Agreement, whether through review of reports or information
from any other sources, DHCS shall send a request to meet and confer with the CA
Participating Subdivision. The parties shall meet and confer in an effort to resolve the
concern.
c) If the parties are unable to reach a resolution, DHCS may conduct an audit of the
Subdivision's use of the CA Abatement Accounts Funds within one year of the request to
meet and confer, unless the parties mutually agree in writing to extend the meet and
confer time frame.
d) If the concern still cannot be resolved, the State may bring a motion or action in the court
where the State has filed its Consent Judgment to resolve the concern or otherwise
enforce the requirements of the Walmart Settlement Agreement or this CA Walmart
Allocation Agreement. However, in no case shall any audit be conducted, or motion be
brought, as to a specific expenditure of funds, more than five years after the date on
which the expenditure of the funds was reported to DHCS, in accordance with this
agreement.
e) Notwithstanding the foregoing, this Agreement does not limit the statutory or
constitutional authority of any state or local agency or official to conduct audits,
investigations, or other oversight activities, or to pursue administrative, civil, or
criminal enforcement actions.
5
ID! 073
0�"iY` 41;74;
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
C. CA Subdivision Fund
Fifteen percent of the total Settlement Fund payments will be allocated to the CA
Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the
Plaintiff Subdivisions that are Participating Subdivisions. The funds will be used, subject
to any limits imposed by the Walmart Settlement Agreement and this CA Walmart
Allocation Agreement, to fund future Opioid Remediation and reimburse past opioid-
related expenses, which may include fees and expenses related to litigation, and to pay
the reasonable fees and expenses of the Special Master as set forth in Appendix 2.
The CA Subdivision Funds will be allocated as follows:
a) First, funds in the CA Subdivision Fund shall be used to pay the Special Master's
reasonable fees and expenses in accordance with the procedures and limitations
set forth in Appendix 2 to this document;
b) Second, funds will be allocated to Plaintiff Subdivisions that are Participating
Subdivisions that have been awarded Costs, as defined by and in accordance with the
procedures and limitations set forth in Appendix 2 to this document.
c) Funds remaining in the CA Subdivision Fund, which shall consist of no less than
50% of the total CA Subdivision Fund received in any year pursuant to Appendix 2,
Section 2.c.v, will be distributed to Plaintiff Subdivisions that are Participating
Subdivisions, in relative proportion to the Local Allocation. These funds shall be used
to fund future opioid-related projects and to reimburse past opioid-related expenses,
which may include fees and expenses related to litigation against any Opioid
Defendant.
D. Provision for State Back -Stop Agreement
On August 6, 2021, Judge Dan Polster of the U.S. District Court, Northern District of Ohio,
Eastern Division, issued an order (ECF Docket Number 3814) ("MDL Fees Order") in the
National Prescription Opiate Litigation (MDL No. 2804) "cap[ping] all applicable contingent fee
agreements at 15%." Private counsel representing Plaintiff Subdivisions should seek its
contingency fees and costs from the Attorney Fee Fund or Cost Funds under the Walmart
Settlement Agreement, and, if applicable, the Allergan Settlement Agreement, CVS Settlement
Agreement, Distributor Settlement Agreement, Janssen Settlement Agreement, Teva Settlement
Agreement, and Walgreens Settlement Agreement.
A Plaintiff Subdivision may separately agree to use its share of the CA Subdivision Fund to pay
for fees or costs incurred by its contingency -fee counsel ("State Back -Stop Agreement"),
pursuant to Exhibit R, section I(W), of the Walmart Settlement Agreement and the MDL Fees
Order, so long as such contingency fees do not exceed a total contingency fee of 15% of the total
gross recovery of the Plaintiff Subdivision pursuant to the Walmart Settlement, inclusive of
contingency fees from the national Attorney Fee Fund and this State Back -Stop Agreement.
Before seeking fees or litigation costs and expenses from a State Back -Stop Agreement, private
6
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the
Attorney Fee Fund or Cost Funds created under the Walmart Settlement Agreement. Further,
private counsel may only seek reimbursement for litigation fees and costs that have not
previously been reimbursed through prior settlements or judgments.
To effectuate a State Back -Stop Agreement pursuant to this section, an agreement in the form of
Appendix 3 may be entered into by a Plaintiff Subdivision, private counsel, and the California
Office of the Attorney General. The California Office of the Attorney General shall, upon the
request of a Plaintiff Subdivision, execute any agreement executed by a Plaintiff Subdivision and
its private counsel if it is in the form of Appendix 3. The California Office of the Attorney
General will also consider requests from Plaintiff Subdivisions to execute and enter into
agreements presented in other forms.
For the avoidance of doubt, this agreement does not require a Plaintiff Subdivision to request or
enter into a State Back -Stop Agreement, and no State Back -Stop Agreement shall impose any
duty or obligation on the State of California or any of its agencies or officers, including without
limitation the Attorney General.
5. State and Subdivision Reporting
a) DHCS will prepare an annual written report regarding the State's use of funds from the
settlement until those funds are fully expended and for one year thereafter. These reports
will be made publicly available on the DHCS web site.
b) Each CA Participating Subdivision that receives payments of funds from the settlement
will prepare written reports at least annually regarding the use of those funds, until those
funds are fully expended and for one year thereafter. These reports will also include a
certification that all funds that the CA Participating Subdivision has received through
the settlement have been used in compliance with the Walmart Settlement Agreement
and this CA Walmart Allocation Agreement. The report will be in a form reasonably
determined by DHCS. Prior to specifying the form of the report DHCS will confer with
representatives of the Plaintiff Subdivisions.
c) The State and all CA Participating Subdivisions receiving CA Abatement Accounts
Funds will track all deposits and expenditures. Each such subdivision is responsible
solely for the CA Abatement Accounts Funds it receives. A county is not responsible for
oversight, reporting, or monitoring of CA Abatement Accounts Funds received by a city
within that county that receives direct payment. Unless otherwise exempt, Subdivisions'
expenditures and uses of CA Abatement Accounts Funds and other Settlement Funds
will be subject to the normal budgetary and expenditure process of the Subdivision.
d) Each Plaintiff Subdivision receiving CA Subdivision Funds will track all deposits and
expenditures, as required by the Walmart Settlement Agreement and this CA Walmart
Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from
the CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must
identify and include in their annual report, the amount and how such funds were used,
including if used to pay attorneys' fees, investigation costs, or litigation costs. Pursuant
to Section V(B)(2) of the Walmart Settlement Agreement, such information must also
be reported to the Settlement Fund Administrator and Walmart.
7
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
e) In each year in which DHCS prepares an annual report DHCS will also host a meeting
to discuss the annual report and the Opioid Remediation activities being carried out by
the State and Participating Subdivisions.
6. Miscellaneous
a) The State or any CA Participating Subdivision may bring a motion or action in the court
where the State has filed its Consent Judgment to enforce the requirements of this CA
Walmart Allocation Agreement. Before filing such a motion or action the State will meet
and confer with any CA Participating Subdivision that is the subject of the anticipated
motion or action, and vice versa.
b) Except as provided in the Walmart Settlement Agreement, this CA Walmart Allocation
Agreement is not enforceable by any party other than the State and the CA Participating
Subdivisions. It does not confer any rights or remedies upon, and shall not be
enforceable by, any third party.
c) Except as provided in the CA Walmart Allocation Agreement, if any provision of this
agreement or the application thereof to any person, entity, or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this agreement, or the application
of such provision to persons, entities, or circumstances other than those as to which it is
invalid or unenforceable, will not be affected thereby, and each other provision of this
agreement will be valid and enforceable to the fullest extent peiiuitted by law.
d) Except as provided in the Walmart Settlement Agreement, this agreement shall
be governed by and interpreted in accordance with the laws of California.
8
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
The undersigned, Redlands city, ACKNOWLEDGES acceptance of this Proposed California State -
Subdivision Agreement Regarding Distribution and Use of Settlement Funds — Walmart Settlement
is a requirement to be an Initial Participating Subdivision in the Walmart Settlement and
ACCEPTS this Proposed California State -Subdivision Agreement Regarding Distribution and Use
of Settlement Funds — Walmart Settlement. EXECUTED on
Signature: &G
Name: T Yes 14' 451Lam) re
Title: (mot M rha {'I.Q 5-fil'Z--
Date: A-p t -I I S) 2 z 3
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 1
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights,
releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision
Percentage column may change pursuant to Section 4.C. of the California State -Subdivision Agreement Regarding Distribution and
Use of Settlement Funds—Walmart Settlement, whereas the percentages shown in the Abatement Percentage column should not
change. Participating Subdivisions, underlying calculations, and the calculated allocation percentages are subject to change.
Regarding the column herein entitled "Abatement Percentage," pursuant to Section 4.B.e., the State of California will receive the
Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA
Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
Regarding the column herein entitled "Plaintiff Subdivision Percentage," payments allocated to a Plaintiff Subdivision, which is not
an Initial Participating Subdivision, will be re -allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions.
Regarding the column herein entitled "Abatement Percentage," the annotation of "100%" refers to one -hundred percent (100%) of the
California Abatement Account Funds received, pursuant to Section 4.B. Regarding the column herein entitled "Plaintiff Subdivision
Percentage," the annotation of "100%" refers to one -hundred percent (100%) of the California Subdivision Funds received, pursuant
to Section 4.C. Regarding the column herein entitled "Weighted Allocation Percentage," the annotation of "100%" refers to one -
hundred percent (100%) of the combined and weighted allocation of the Abatement Percentage and the Plaintiff Subdivision
Percentage.
El ;rip
oI
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 1
100000%'
100.000%
Part ctpattng
n i M,
;if, r Subclrv�ston?
tta
p__I
K
��� �` �
���'��r,a ��;� � ..a.,..�a �
a a
` g u .a =
�����, �
.a „u.. ��k� ".•� . ` '�
bat't'sipM
.,���u�; �+;:,:.
ElatntiretgHt„wd
, . n
�m ,,� ercentage
{
� „°Fexce Cage
County
Alameda County
Alameda
2.332%
2.853%
2.4237952%
City
Alameda
Alameda
0.069%
0.0570162%
City
Albany
Alameda
0.013%
0.0107768%
City
Berkeley
Alameda
0.152%
0.1249656%
City
Dublin
Alameda
0.033%
0.040%
0.0338810%
City
Emeryville
Alameda
0.023%
0.0185765%
City
Fremont
Alameda
0.108%
0.0888576%
City
Hayward
Alameda
0.117%
0.0966218%
City
Livermore
Alameda
0.054%
0.0446740%
City
Newark
Alameda
0.026%
0.0217626%
City
Oakland
Alameda
0.486%
0.595%
0.5055601%
City
Piedmont
Alameda
0.014%
0.0114064%
City
Pleasanton
Alameda
0.067%
0.0554547%
City
San Leandro
Alameda
0.039%
0.0321267%
City
Union City
Alameda
0.043%
0.0352484%
County
Amador County
Amador
0.226%
0.277%
0.2349885%
County
Butte County
Butte
1.615%
1.975%
1.6783178%
City
Chico
Butte
0.216%
0.264%
0.2246499%
City
Oroville
Butte
0.079%
0.0646595%
County
Calaveras County
Calaveras
0.226%
0.277%
0.2351644%
County
Colusa County
Colusa
0.059%
0.0489221%
County
Contra Costa County
Contra Costa
2.102%
2.571%
2.1844585%
City
Antioch
Contra Costa
0.037%
0.0301879%
City
Brentwood
Contra Costa
0.026%
0.0215339%
City
Clayton
Contra Costa
0.002%
0.0018060%
City
Concord
Contra Costa
0.055%
0.0456676%
City
Danville
Contra Costa
0.010%
0.0082255%
City
El Cerrito
Contra Costa
0.023%
0.0189024%
City
Hercules
Contra Costa
0.010%
0.0078273%
1 of 15
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 1
a� Part►,d0iing,
Sub rvis on
Cl ssifcahon,�
w b
, el! ahnig ASnbdivision
:",��'
.,
Coin a
,,
.:.
bateinent
z, s... n'
r e ,centag-
,
...
1ain�if
u 'vision
y Fercen a e
e�glited :..
cation
e cen ag
City
Lafayette
Contra Costa
0.006%
0.0046030%
City
Martinez
Contra Costa
0.012%
0.0098593%
City
Moraga
Contra Costa
0.004%
0.0031007%
City
Oakley
Contra Costa
0.010%
0.0079416%
City
Orinda
Contra Costa
0.005%
0.0038157%
City
Pinole
Contra Costa
0.013%
0.0110909%
City
Pittsburg
Contra Costa
0.053%
0.0436369%
City
Pleasant Hill
Contra Costa
0.013%
0.0106309%
City
Richmond
Contra Costa
0.146%
0.1201444%
City
San Pablo
Contra Costa
0.018%
0.0148843%
City
San Ramon
Contra Costa
0.021%
0.0176459%
City
Walnut Creek
Contra Costa
0.026%
0.0212132%
County
Del Norte County
Del Norte
0.114%
0.140%
0.1189608%
County
El Dorado County
El Dorado
0.768%
0.939%
0.7980034%
City
Placerville
El Dorado
0.015%
0.0127642%
City
South Lake Tahoe
El Dorado
0.081%
0.0665456%
County
Fresno County
Fresno
1.895%
2.318%
1.9693410%
City
Clovis
Fresno
0.065%
0.0536211%
City
Coalinga
Fresno
0.012%
0.0098554%
City
Fresno
Fresno
0.397%
0.3270605%
City
Keinian
Fresno
0.005%
0.0042534%
City
Kingsburg
Fresno
0.008%
0.0066167%
City
Mendota
Fresno
0.002%
0.0019387%
City
Orange Cove
Fresno
0.004%
0.0035607%
City
Parlier
Fresno
0.008%
0.0069755%
City
Reedley
Fresno
0.012%
0.0098804%
City
Sanger
Fresno
0.018%
0.0146135%
City
Selma
Fresno
0.015%
0.0127537%
County
Glenn County
Glenn
0.107%
0.131%
0.1116978%
County
Humboldt County
Humboldt
1.030%
1.260%
1.0703185%
2of15
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 1
P.ar"ticin :atiri "' `
wSu d itien
fi� .ot , �,v'
, ssificat on
� ���
' � Y
"' hartic ahn 9 Subdivisi'o�
.P g
k �.., },I
�,� � �� �� � ��� � �
Conn
tY 1
" r m� r. .M,.
��,;����.. �n ,,�''.
ba en
eaten
e ;,ce to e,ti
,.
-.� , � � ,
hint
Su son
s ::
m . _,eircentag
:g., ,
ea �on
f'
� :1'ee'�ce� a�geld
City
Arcata
Humboldt
0.054%
0.0447660%
City
Eureka
Humboldt
0.117%
0.143%
0.1216284%
City
Fortuna
Humboldt
0.032%
0.0266837%
County
Imperial County
Imperial
0.258%
0.315%
0.2679006%
City
Brawley
Imperial
0.011 %
0.0087986 %
City
Calexico
Imperial
0.019%
0.0152799%
City
El Centro
Imperial
0.158%
0.1302522%
City
Imperial
Imperial
0.006%
0.0048791 %
County
Inyo County
Inyo
0.073%
0.089%
0.0754413%
County
Kern County
Kern
2.517%
3.079%
2.6159145%
City
Arvin
Kern
0.006%
0.0046425%
City
Bakersfield
Kern
0.212%
0.1747198%
City
California City
Kem
0.009%
0.0070820%
City
Delano
Kern
0.030%
0.0249316%
City
McFarland
Kern
0.003%
0.0025644%
City
Ridgecrest
Kern
0.015%
0.0120938%
City
Shafter
Kern
0.013%
0.0103417%
City
Tehachapi
Kern
0.009%
0.0073580%
City
Wasco
Kern
0.008%
0.0069861%
County
Kings County
Kings
0.293%
0.2413469%
City
Avenal
Kings
0.007%
0.0056335%
City
Corcoran
Kings
0.013%
0.0107032%
City
Hanford
Kings
0.027%
0.0226038%
City
Lemoore
Kings
0.016%
0.0131900%
County
Lake County
Lake
0.795%
0.6545389%
City
Clearlake
Lake
0.041%
0.050%
0.0426253%
City
Lakeport
Lake
0.021%
0.026%
0.0222964%
County
Lassen County
Lassen
0.319%
0.391%
0.3320610%
City
Susanville
Lassen
0.027%
0.0219295%
County
Los Angeles County
Los Angeles
13.896%
16.999%
14.4437559%
3of15
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 1
yJ�Partici atin + y a ti F
aa�s 0 m P wo
ubdivision
�,„�,�,���r�� ,,'.
.Classi icatlon 9
00p atin lsubd 's`i"o
p : �W "� :� �''"� s �
,a, ° ,, , .. s �� ' v , ,ti„ „r ,
, ounty .� "�
..m' '. ' 1 k&,. G t
quaat
t"��a
r
;' � ::tart' ..
laintiff`
Sri ICI
� u �tlivisao;. `
o-� = erceiitage.
eig; 'ted
catio;
ercentage . ?�
0.0040024%
- City
Agoura Hills
Los Angeles
0.005%
City
Alhambra
Los Angeles
0.042%
0.0343309%
City
Arcadia
Los Angeles
0.033%
0.0267718%
City
Artesia
Los Angeles
0.001%
0.0005100%
City
Azusa
Los Angeles
0.026%
0.0210857%
City
Baldwin Park
Los Angeles
0.027%
0.0218520%
City
Bell
Los Angeles
0.008%
0.0068783%
City
Bellflower
Los Angeles
0.002%
0.0014485%
City
Bell Gardens
Los Angeles
0.014%
0.0114301%
City
Beverly Hills
Los Angeles
0.065%
0.0534897%
City
Burbank
Los Angeles
0.100%
0.0823132%
City
Calabasas
Los Angeles
0.006%
0.0048948%
City
Carson
Los Angeles
0.019%
0.0159805%
City
Cerritos
Los Angeles
0.005%
0.0039682%
City
Claremont
Los An eles
0.010%
0.0082584%
City
Commerce
• • eles
0.000%
0.0002971 %
City
Compton
Los Angeles
0.044%
0.0361882%
City
Covina
Los Angeles
0.028%
0.0229127%
City
Cudahy
Los Angeles
0.001%
0.0006020%
City
Culver City
Los Angeles
0.055%
0.0449894%
City
Diamond Bar
Los Angeles
0.001%
0.0006993%
City
Downey
Los Angeles
0.052%
0.0429994%
City
Duarte
Los Angeles
0.003%
0.0027261%
City
El Monte
Los Angeles
0.031%
0.038%
0.0318985%
City
El Segundo
Los Angeles
0.033%
0.0268020%
City
Gardena
Los Angeles
0.034%
0.0278088%
City
Glendale
Los Angeles
0.166%
0.1366586%
City
Glendora
Los Angeles
0.016%
0.0134411%
City
Hawaiian Gardens
Los Angeles
0.005%
0.0040549%
City
Hawthorne
Los Angeles
0.050%
0.0407833%
4of15
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 1
ri p ±7 {�k
u�ulidi�ision '
k; as
a .... ..t.aa ...M
Classification ., r
", . , °
� : artic ati gSu d�v►sio ,.
lw ' ram;
y .. r
wee =u
'
Coin .: ,' ?'
i a ,-r
y, �•„r..
x� Abaierntu
r ;4A•
e%ce tia e,
; ' g w.,,�
laanti
Ix ivnion
o:: ,f ,: .
„Percentage
"�.;'
Y',
0.0145307%
Weig tirel ''
fir •
llcato
Percent'ag `
City
Heiinosa Beach
Los Angeles
0.018%
City
Huntington Park
Los Angeles
0.023%
0.0190667%
City
Inglewood
Los Angeles
0.059%
0.0489195%
City
La Canada Flintridge
Los Angeles
0.003%
0.0025565%
City
Lakewood
Los Angeles
0.005%
0.0039971%
City
La Mirada
Los Angeles
0.010%
0.0081572%
City
Lancaster
Los Angeles
0.045%
0.0369689%
City
La Puente
Los Angeles
0.002%
0.0012999%
City
La Verne
Los Angeles
0.024%
0.0194190%
City
Lawndale
Los Angeles
0.002%
0.0017731%
City
Lomita
Los Angeles
0.004%
0.0031940°/®
City
Long Beach
Los Angeles
0.439%
0.3614151%
City
Los Angeles
Los Angeles
2.715%
3.321%
2.8218811%
City
Lynwood
Los Angeles
0.016%
0.0134345%
City
Malibu
Los Angeles
0.002%
0.0019269%
City
Manhattan Beach
Los Angeles
0.032%
0.0260686%
City
Maywood
Los Angeles
0.004%
0.0035528%
City
Monrovia
Los Angeles
0.031%
0.0254455%
City
Montebello
Los Angeles
0.030%
0.0250670%
City
Monterey Park
Los Angeles
0.031%
0.0256677%
City
Norwalk
Los Angeles
0.031%
0.0258228%
City
Palmdale
Los Angeles
0.046%
0.0375827%
City
Palos Verdes Estates
Los Angeles
0.006%
0.0053102%
City
Paramount
Los Angeles
0.011%
0.0091483%
City
Pasadena
Los An eles
0.146%
0.1200524%
City
Pico RiveraLos
Angeles
0.022%
0.0183333%
City
Pomona
Los An eles
0.111%
0.0911933%
City
Rancho Palos Verdes
Los Angeles
0.002%
0.0012645%
City
Redondo Beach
Los Angeles
0.062%
0.0506992%
City
Rosemead
Los Angeles
0.003%
0.0028260%
5of15
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 1
��r�,•:
,arhci atin
bwision
�
:
i
a;..
anccipating Saubdvsion
1., 1 u ,
,0
dun
I
atmen
ercents e
v.
mtf
Sysion
gi6Ana
Perctga
ei .�
AllactntPa,*M4an..r
6%Clas,sifleatunt
erceta e �w
City
San Dimas
Los Angeles
0.003%
�#
0.0022016%
City
San Fernando
Los Angeles
0.013%
0.0104837%
City
San Gabriel
Los Angeles
0.018%
0.0147726%
City
San Marino
Los Angeles
0.009%
0.0073791%
City
Santa Clarita
Los Angeles
0.022%
0.0178167%
City
Santa Fe Springs
Los Angeles
0.031%
0.0257531%
City
Santa Monica
Los Angeles
0.158%
0.1298513%
City
Sierra Madre
Los Angeles
0.006%
0.0048646%
City
Signal Hill
Los Angeles
0.010%
0.0084884%
City
South El Monte
Los Angeles
0.005%
0.0039603%
City
South Gate
Los Angeles
0.020%
0.0166272%
City
South Pasadena
Los Angeles
0.012%
0.0095334%
City
Temple City
Los Angeles
0.005%
0.0039498%
City
Torrance
Los Angeles
0.112%
0.0919820%
City
Walnut
Los Angeles
0.006%
0.0047305%
C
City
West Covina
Los Angeles
0.049%
0.0404521%
C
City
West Hollywood
Los Angeles
0.013%
0.0108517%
C
City
Whittier
Los Angeles
0.032%
0.0260581%
C
County
Madera County
Madera
0.349%
0.427%
0.3630669%
City
Chowchilla
Madera
0.012%
0.0097332%
City
Madera
Madera
0.039%
0.0318441%
County
Marin County
Marin
0.564%
0.690%
0.5861325%
City
Larkspur
Marin
0.015%
0.0124697%
City
Mill Valley
Marin
0.020%
0.0168401 %
City
Novato
Marin
0.028%
0.0229824%
City
San Anselmo
Marin
0.009%
0.0078062%
City
San Rafael
Marin
0.089%
0.0729823%
County
Mariposa County
Mariposa
0.084%
0.103%
0.0876131%
County
Mendocino County
Mendocino
0.439%
0.536%
0.4558394%
City
Ukiah
Mendocino
0.039%
0.0317153%
6of15
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 1
w�
axrt: ed 'at` ,.�.
acahn�i
4,
,Pac�patngSb; i�sron
�a ,,�wt,
'�, >x...,.prl!I
4' ,„,,
Atilt
a
.,+r�
ercentge
oto,
.Welh
Substall
lid
s�rcenxa e
Percentage
ted
,
litan
.
rp
,,:
County
Merced County
Merced
0.551%
0.674%
0.5724262%
City
Atwater
Merced
0.024%
0.0195846%
City
Livingston
Merced
0.006%
0.0045873%
City
Los Banos
Merced
0.020%
0.0165142%
City
Merced
Merced
0.061%
0.0500762%
County
Modoc County
Modoc
0.065%
0.080%
0.0678250%
County
Mono County
Mono
0.023%
0.029%
0.0242606%
County
Monterey County
Monterey
0.908%
1.111%
0.9437083%
City
Greenfield
Monterey
0.006%
0.0050552%
City
King City
Monterey
0.005%
0.0037355%
City
Marina
Monterey
0.017%
0.0144098%
City
Monterey
Monterey
0.041%
0.0336540%
City
Pacific Grove
Monterey
0.009%
0.0074842%
City
Salinas
Monterey
0.094%
0.0776576%
City
Seaside
Monterey
0.023%
0.0191772%
City
Soledad
Monterey
0.007%
0.0060870%
County
Napa County
Napa
0.288%
0.352%
0.2994325%
City
American Canyon
Napa
0.017%
0.0136869%
City
Napa
Napa
0.078%
0.0642783%
County
Nevada County
Nevada
0.441%
0.539%
0.4579827%
City
Grass Valley
Nevada
0.024%
0.0197805%
City
Truckee
Nevada
0.003%
0.0023843%
County
Orange County
Orange
4.364%
5.339%
4.5363576%
City
Aliso Viejo
Orange
0.014%
0.0113841%
City
Anaheim
Orange
0.554%
0.678%
0.5759282%
City
Brea
Orange
0.086%
0.0708897%
City
Buena Park
Orange
0.087%
0.0714352%
City
Costa Mesa
Orange
0.124%
0.152%
0.1288366%
City
Cypress
Orange
0.033%
0.0271937%
City
Dana Point
Orange
0.001%
0.0005560%
7of15
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 1
,a`i-tacapatan"i
ubdlolsYon�
✓; ,:,. t
bar4 ,1 aSSIfICi1lOnV a
§ i
parts '
`''' capating Subdlvasao '
�,, FF� rj,� ,,yy
� tf. y9^ q ".. 'Yw S�'I ' IfA spry qr?Fkrv`,w Y
da"h��� oGk :n7��� �d
.„ �;,
ou
�d .•... 1
e,.'A.99ana? ig
, � �;:�
pp..
� wo _
P b•.,, t
� o-x �al5., wr
';
�, lauitif
Sin c lvAio
r '.. :�
r.v P'E CCT1%d C
� g ..
�, g � ,r
r Wel tited
�ca ion
u
U
e>�ce Gage
City
Fountain Valley
Orange
0.055%
0.0455980%
City
Fullerton
Orange
0.137%
0.168%
0.1425744%
City
Garden Grove
Orange
0.213%
0.1752482%
City
Huntington Beach
Orange
0.247%
0.302%
0.2568420%
City
Irvine
Orange
0.139%
0.170%
0.1442350%
City
Laguna Beach
Orange
0.047%
0.058%
0.0493043%
City
Laguna Hills
Orange
0.014%
0.0115457%
City
Laguna Niguel
Orange
0.001%
0.0007071%
City
Laguna Woods
Orange
0.001%
0.0006546%
City
La Habra
Orange
0.060%
0.073%
0.0621049%
City
Lake Forest
Orange
0.012%
0.0101249%
City
La Palma
Orange
0.012%
0.0095439%
City
Los Alamitos
Orange
0.008%
0.0069190%
City
Mission Viejo
Orange
0.014%
0.0117560%
City
Newport Beach
Orange
0.179%
0.1470134%
City
Orange
Orange
0.150%
0.1231320%
City
Placentia
Orange
0.029%
0.035%
0.0298912%
City
Rancho Santa Margarita
Orange
0.001%
0.0006296%
City
San Clemente
Orange
0.008%
0.010%
0.0086083%
City
San Juan Capistrano
Orange
0.008%
0.0065510%
City
Santa Ana
Orange
0.502%
0.614%
0.5213866%
City
Seal Beach
Orange
0.020%
0.0165891%
City
Stanton
Orange
0.035%
0.0291955%
City
Tustin
Orange
0.073%
0.0600341%
City
Westminster
Orange
0.104%
0.127%
0.1082721%
City
Yorba Linda
Orange
0.044%
0.0362223%
County
Placer County
Placer
1.045%
1.278%
1.0861002%
City
Auburn
Placer
0.017%
0.0141114%
City
Lincoln
Placer
0.031%
0.0255599%
City
Rocklin
Placer
0.076%
0.0625485%
8of15 EA.
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 1
Pan�ipahng
�
So diuision
� �;��
:CTassificatio
. , ._. n ,,.� .���.._.
. `-: S'� ..��� , + i'�`" „' � ;
:. t►c attm Sil C Asi n
�
t ..xrv�� we
� ,x r,w P� ,� �1,
, ` � Ix,ui
,I ; ak
:.�Co nty
{,, °, .
a����
i� :
ai''tiff
„$u drvisio'n •
Percen _age, ..:
� _ e�ghte�d
� ca'>�io`
. . ,
Pexcenta e ,
City
Roseville
Placer
0.196%
0.1616559%
County
Plumas County
Plumas
0.205%
0.251%
0.2128729%
County
Riverside County
Riverside
4.534%
5.547%
4.7128296%
City
Banning
Riverside
0.017%
0.0143848%
City
Beaumont
Riverside
0.021%
0.0171135%
City
Blythe
Riverside
0.012%
0.0096714%
City
Canyon Lake
Riverside
0.000%
0.0001761%
City
Cathedral City
Riverside
0.067%
0.0553614%
City
Coachella
Riverside
0.021%
0.0173054%
City
Corona
Riverside
0.147%
0.1207083%
City
Desert Hot Springs
Riverside
0.024%
0.0200433%
City
Eastvale
Riverside
0.000%
0.0002747%
City
Hemet
Riverside
0.051%
0.0421792%
City
Indio
Riverside
0.056%
0.0457794%
City
Jurupa Valley
Riverside
0.001%
0.0008991%
City
Lake Elsinore
Riverside
0.021%
0.0172949%
City
La Quinta
Riverside
0.063%
0.0516732%
City
Menifee
Riverside
0.032%
0.0260909%
City
Moreno Valley
Riverside
0.137%
0.1130348%
City
Murrieta
Riverside
0.048%
0.059%
0.0497423%
City
Norco
Riverside
0.016%
0.0134542%
City
Palm Desert
Riverside
0.083%
0.0682465%
City
Palm Springs
Riverside
0.076%
0.0629862%
City
Perris
Riverside
0.009%
0.0076774%
City
Rancho Mirage
Riverside
0.052%
0.0431098%
City
Riverside
Riverside
0.268%
0.2206279%
City
San Jacinto
Riverside
0.010%
0.0085936%
City
Temecula
Riverside
0.022%
0.0180086%
City
Wildomar
Riverside
0.008%
0.0062500%
County
Sacramento County
Sacramento
3.797%
4.645%
3.9465887%
9of15
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 1
r ryt artcipa '
w ,r .' ..r
, �b Su division'
g
. .,�,�
Classi icatio` iA
" r`'F 1 . ,°' w s x a i
: . :� . "
f .a c patt6,*i drvis on'
� � � ��"���°• k
,,.�� ,m- ;, � k�� ,o -,. ; �
a 'r
,r^
t tun
'Iv , ..,
� 4 s +x F
Pe :cents a
v ¢' n. 4V ,
0.057%
k.
amti'' '
Su iv�sion
�;
erce tage..
;; iri uted,..
Matto,
"� ',
' ' .ercenta°
0.0465312%
City
Citrus Heights
Sacramento
City
Elk Grove
Sacramento
0.130%
0.1066994%
City
Folsom
Sacramento
0.108%
0.0890850%
City
Galt
Sacramento
0.017%
0.0143704%
City
Rancho Cordova
Sacramento
0.008%
0.0067679%
City
Sacramento
Sacramento
0.721%
0.882%
0.7496530%
County
San Benito County
San Benito
0.106%
0.130%
0.1101417%
City
Hollister
San Benito
0.027%
0.0225355%
County
San Bernardino County
San Bernardino
3.259%
3.987%
3.3878124%
City
Adelanto
San Bemardino
0.008%
0.0066640%
City
Apple Valley
San Bernardino
0.025%
0.0207360%
City
Barstow
San Bernardino
0.015%
0.0122056%
City
Chino
San Bernardino
0.064%
0.0525893%
City
Chino Hills
San Bernardino
0.001%
0.0006388%
City
Colton
San Bernardino
0.031%
0.0253443%
City
Fontana
San Bernardino
0.112%
0.0920543%
City
Grand Terrace
San Bernardino
0.006%
0.0051051%
City
Hesperia
San Bernardino
0.035%
0.0291522%
City
Highland
San Bernardino
0.004%
0.0029061%
City
Loma Linda
San Bernardino
0.009%
0.0071188%
City
Montclair
San Bernardino
0.039%
0.0322108%
City
Ontario
San Bernardino
0.179%
0.1472934%
City
Rancho Cucamonga
San Bernardino
0.084%
0.0689431%
City
Redlands
San Bernardino
0.057%
0.0469150%
City
Rialto
San Bernardino
0.073%
0.0603206%
City
San Bernardino
San Bernardino
0.178%
0.1461880%
City
Twentynine Palms
San Bernardino
0.002%
0.0012605%
City
Upland
San Bernardino
0.052%
0.0424460%
City
Victorville
San Bernardino
0.033%
0.0269400%
City
Yucaipa
San Bernardino
0.016%
0.0128772%
10of15
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 1
` rParthcz ate' .. Q 0.
ix • b a4i�'� u,�,;�� � ,��.�s�H ,� �
F
���T ��,1ubdiuisiori r
r a i
' Classification., �,��,..��
w 9 ( G6; : <'
, w. � �:��„�"` .?, ^ �`�� .. � �� "
., p g
Pa#1.9 *afro S.101 visxon f
.0 . 1 rgv. "
,�� r,���� �,,,,.� ..�,�..,�����; � ,,„ ��,,��,,,�
'*a
�
� �
.oun '
` , ,,
�:.
,
� �' late ent ��
�k �
`Pecte age s
labii f
� , � ��
Sub�d ivisio
men age
VVei' IV
�'
caho
%.. �
ezcenta e,
City
Yucca Valley
San Bernardino
0.003%
0.0021228%
County
San Diego County
San Diego
5.706%
6.980%
5.9309748%
City
Carlsbad
San Diego
0.128%
0.1050485%
City
Chula Vista
San Diego
0.189%
0.231%
0.1961456%
City
Coronado
San Diego
0.044%
0.0359095%
City
El Cajon
San Diego
0.113%
0.0933582%
City
Encinitas
San Diego
0.061%
0.074%
0.0630289%
City
Escondido
San Diego
0.145%
0.1192204%
City
Imperial Beach
San Diego
0.014%
0.0118283%
City
La Mesa
San Diego
0.055%
0.068%
0.0575593%
City
Lemon Grove
San Diego
0.022%
0.0183911%
City
National City
San Diego
0.080%
0.0656808%
City
Oceanside
San Diego
0.213%
0.1753428%
City
Poway
San Diego
0.062%
0.0511040%
City
San Diego
San Diego
1.975%
2.416%
2.0531169%
City
San Marcos
San Diego
0.089%
0.0733897%
City
Santee
San Diego
0.033%
0.0268401%
City
Solana Beach
San Diego
0.017%
0.0138564%
City
Vista
San Diego
0.052%
0.0425144%
Consolidated
San Francisco
San Francisco
3.026%
3.702%
3.1457169%
County
San Joaquin County
San Joaquin
1.680%
2.055%
1.7460399%
City
Lathrop
San Joaquin
0.009%
0.0075394%
City
Lodi
San Joaquin
0.053%
0.0439484%
City
Manteca
San Joaquin
0.054%
0.0443454%
City
Ripon
San Joaquin
0.013%
0.0104219%
City
Stockton
San Joaquin
0.313%
0.383%
0.3256176%
City
Tracy
San Joaquin
' 0.084%
0.0692047%
County
San Luis Obispo County
San Luis Obispo
0.816%
0.999%
0.8484126%
City
Arroyo Grande
San Luis Obispo
0.024%
0.0199053%
City
Atascadero
San Luis Obispo
0.029%
0.0240680%
E1
11 of 15 p.
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 1
�a Panccipatigg
ka �M
3assificahnr��r,,,�'����..�,,
,' `: �Yi °;'�W.
�1 ° �� . .
arficrpatirigV4Sub
,, ° ;u? �
h.,����,4.,5.�.y�,w.�..0 .��,u�..� ��,h, �..� .his
' y.pq
r. , r_m
wi' A,,e�ta�ye:"�
.�"��:��
�.��,�t�..��
prow
divxsAIICat
tM:lr'ercentage
Wei"lted
��
n
s...e'rcenaget ..
0.0353456%
City
El Paso de Robles (Paso Robles)
San Luis Obispo
0.043%
City
Grover Beach
San Luis Obispo
0.017%
0.0137881%
City
Morro Bay
San Luis Obispo
0.020%
0.0160922%
City
San Luis Obispo
San Luis Obispo
0.077%
0.0637841%
County
San Mateo County
San Mateo
1.074%
1.313%
1.1159599%
City
Belmont
San Mateo
0.021%
0.0169860%
City
Burlingame
San Mateo
0.019%
0.0152537%
City
Daly City
San Mateo
0.01/1%
0.0363880%
City
East Palo Alto
San Mateo
0.013%
0.0103982%
City
Foster City
San Mateo
0.020%
0.0166101%
City
Half Moon Bay
San Mateo
0.004%
0.0031638%
City
Hillsborough
San Mateo
0.013%
0.0110029%
City
Menlo Park
San Mateo
0.015%
0.0126209%
City
Millbrae
San Mateo
0.013%
0.0105836%
City
Pacifica
San Mateo
0.016%
0.0130625%
City
Redwood City
San Mateo
0.056%
0.0463511%
City
San Bruno
San Mateo
0.021%
0.0172161%
City
San Carlos
San Mateo
0.013%
0.0108885%
City
San Mateo
San Mateo
0.052%
0.0425841%
City
South San Francisco
San Mateo
0.043%
0.0353943%
County
Santa Barbara County
Santa Barbara
1.132%
1.385%
1.1768968%
City
Carpinteria
Santa Barbara
0.001%
0.0008938%
City
Goleta
Santa Barbara
0.004%
0.0028969%
City
Lompoc
Santa Barbara
0.047%
0.0389379%
City
Santa Barbara
Santa Barbara
0.122%
0.1004559%
City
Santa Maria
Santa Barbara
0.058%
0.0479179%
County
Santa Clara County
Santa Clara
2.404%
2.941%
2.4987553%
City
Campbell
Santa Clara
0.014%
0.0112566%
City
Cupertino
Santa Clara
0.008%
0.0066824%
City
Gilroy
Santa Clara
0.025%
0.0202891%
12 of 15
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 1
�ar Panc�i atu
�,, . , P
�„ ,ha,ax �:�,�t�a�.�,��
Su thi2sion
,,.; �,.��.�>�
.. , „
Class�ficahon ,.,,
, ti
...
�.
, . H 4.;
4 ,.. � '
,r1�� . '���` ��
Parties atin dxvrsion.. r
� P g . s.: .'�
ka w i k
;y � u K x...x
e h a.
y f w ; ,
� ,I.r. n� ��� - , �
Conn e
tY ,ads..
4 p F m�, < ,, .
i� xh� � �
LL , r ., .
z :. 1 < ° x
;�Abafeme t
3 w .,,,Y ,.,
r� �u ��.��,,.
Percenta e .Y
a y k "tk�g:,. Tw
�,,:�
,.
amtxff
,: r,� ..;r�
.Su�bdivison
'4VAV : ,'
- ercenta �e
g �
y ei `lit V
j Og
canon
• ;percentage �'.
City
Los Altos
Santa Clara
0.013%
.M
0.0103338%
City
Los Gatos
Santa Clara
0.013%
0.0103220%
City
Milpitas
Santa Clara
0.036%
0.0298120%
City
Morgan Hill
Santa Clara
0.015%
0.0124619%
City
Mountain View
Santa Clara
0.041%
0.0334608%
City
Palo Alto
Santa Clara
0.039%
0.0323080%
City
San Jose
Santa Clara
0.294%
0.360%
0.3054960%
City
Santa Clara
Santa Clara
0.067%
0.0549723%
City
Saratoga
Santa Clara
0.004%
0.0034161%
City
Sunnyvale
Santa Clara
0.053%
0.0434069%
County
Santa Cruz County
Santa Cruz
0.783%
0.957%
0.8135396%
City
Capitola
Santa Cruz
0.020%
0.0168191%
City
Santa Cruz
Santa Cruz
0.143%
0.1180348%
City
Scotts Valley
Santa Cruz
0.015%
0.0126525%
City
Watsonville
Santa Cruz
0.063%
0.0520136%
County
Shasta County
Shasta
1.095%
1.339%
1.1380191%
City
Anderson
Shasta
0.024%
0.0198896%
City
Redding
Shasta
0.284%
0.2334841%
City
Shasta Lake
Shasta
0.004%
0.0031993%
County
Siskiyou County
Siskiyou
0.228%
0.279%
0.2373393%
County
Solano County
Solano
0.760%
0.6260795%
City
Benicia
Solano
0.031%
0.0253903%
City
Dixon
Solano
0.016%
0.0130849%
City
Fairfield
Solano
0.109%
0.0897317%
City
Suisun City
Solano
0.021%
0.0176183%
City
Vacaville
Solano
0.119%
0.0976497%
City
Vallejo
Solano
0.167%
0.1373644%
County
Sonoma County
Sonoma
1.218%
1.490%
1.2661290%
City
Healdsburg
Sonoma
0.032%
0.0266929%
City
Petaluma
Sonoma
0.081%
0.0667507%
13 of 15
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 1
�:t.
4kartici atm
�1bV1S10n
k�artici atuf gSub ifir�*on
m. ..'.�.x
N
1
�11I%
�,�7 ,
.,',F.�,.� ,,....•
batement
�
..;,a.
•r •. V,
kint►#f
anA:�I
0
ercentoge.
90". �'.
:eagliYed1
1ercentag.e..
,i
ti
City
Rohnert Park
Sonoma
0.041%
0.0340759%
City
Santa Rosa
Sonoma
0.184%
0.1519070%
City
Sonoma
Sonoma
0.022%
0.0183438%
City
Windsor
Sonoma
0.016%
0.0129298%
County
Stanislaus County
Stanislaus
1.722%
1.4182273%
City
Ceres
Stanislaus
0.041% -
0.0340260%
City
Modesto
Stanislaus
0.217%
0.1788759%
City
Newman
Stanislaus
0.006%
0.0046964%
City
Oakdale
Stanislaus
0.018%
0.0145531%
City
Patterson
Stanislaus
0.015%
0.0126590%
City
Riverbank
Stanislaus
0.010%
0.0085699%
City
Turlock
Stanislaus
0.065%
0.0531966%
County
Sutter County
Sutter
-0.306%
0.374%
0.3179548%
City
Yuba City
Sutter
0.074%
0.0606242%
County
Tehama County
Tehama
0.213%
0.261%
0.2216654%
City
Red Bluff
Tehama
0.014%
0.0117771 %
County
Trinity County
Trinity
0.082%
0.101%
0.0855476%
County
Tulare County
Tulare
0.809%
0.990%
0.8410949%
City
Dinuba
Tulare
0.014%
0.0116929%
City
Exeter
Tulare
0.004%
0.0032479%
City
Farmersville
Tulare
0.003%
0.0027879%
City
Lindsay
Tulare
0.007%
0.0057111%
City
Porterville
Tulare
0.021%
0.0171845%
City
Tulare
Tulare
0.037%
0.0302273%
City
Visalia
Tulare
0.066%
0.0545872%
County
Tuolumne County
Tuolumne
0.486%
0.594%
0.5047621%
County
Ventura County
Ventura
2.192%
2.681%
2.2781201%
City
Camarillo
Ventura
0.002%
0.0012815%
City
Fillmore
Ventura
0.002%
0.0020294%
City
Moorpark
Ventura
0.008%
0.0067337%
14 of 15
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 1
r{Pamncp�.a��� 7�?
`Subdivi
n
� �Glassificaf o ' :
1'aYhc paling 3ubdi�ision
siai
, A t
� : ro , ., .,
N Co
e ceotage
Su ,division
ercen gage
cation
, a ce t'age,,
City
Oxnard
Ventura
0.156%
0.190%
0.1617338%
City
Port Hueneme
Ventura
0.021%
0.0174145%
City
San Buenaventura (Ventura)
Ventura
0.085%
0.0702181%
City
Santa Paula
Ventura
0.014%
0.0119072%
City
Simi Valley
Ventura
0.065%
0.0533043%
City
Thousand Oaks
Ventura
0.022%
0.0179902%
County
Yolo County
Yolo
0.357%
0.437%
0.3713319%
City
Davis
Yolo
0.055%
0.0451747%
City
West Sacramento
Yolo
0.066%
0.0544321%
City
Woodland
Yolo
0.058%
0.0477904%
County
Yuba County
Yuba
0.214%
0.262%
0.2225679%
City
Marysville
Yuba
- 0.014%
0.0112079%
15 of 15
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 2
Cost Reimbursement Procedure
1. Additional defined terms:
a) Costs means the reasonable amounts paid for the attorney and other City Attorney and
County Counsel staff time for individuals employed by a Plaintiff Subdivision at the
contractual rate, inclusive of benefits and overhead, together with amounts paid for court
reporters, experts, copying, electronic research, travel, vendors, and the like, which were
not previously reimbursed and which were paid or incurred (i) prior to December 31,
2022 in litigation against any Opioid Defendant and/or (ii) in negotiating and drafting
any CA Allocation Agreement(s) concerning a settlement with any Opioid Defendant(s).
Costs does not include attorneys' fees, costs, or expenses incurred by private
contingency fee counsel. No part of the CA Abatement Accounts Fund will be used to
reimburse Costs.
b) First Claims Date means October 1, 2023 or when all applications for reimbursement of
Costs, in whole or in part, from funds available under Section IX and Exhibit R of the
Walmart Settlement Agreement, Section XIV and Exhibit R of the Teva Settlement
Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section X
and Exhibit R of the Distributor Settlement Agreement, Section XI and Exhibit R of the
Janssen Settlement Agreement, Section X and Exhibit R of the CVS Settlement
Agreement, or Section IX and Exhibit R of the Walgreens Settlement Agreement, have
been finally determined under the provisions of those agreements, whichever comes first.
c) Special Master means a retired judicial officer or former public lawyer, not presently
employed or retained by a Plaintiff Subdivision, who will aggregate, review, and
determine the reasonable Costs to be awarded to each Plaintiff Subdivision that submits a
claim for reimbursement of Costs. The Special Master will be selected by a majority vote
of the votes cast by Plaintiff Subdivisions, with each such subdivision having one vote.
d) Plaintiff Subdivision Committee means the committee of Plaintiff Subdivisions that
will review and approve the invoices submitted by the Special Master reflecting his or
her reasonable time and expenses.
2. Cost Reimbursement to Plaintiff Subdivision
a) Purpose. Substantial resources have been expended to hold Opioid Defendants
accountable for creating and profiting from the opioid crisis, and this effort has been a
significant catalyst in creating National Opioid Settlements with various
manufacturers, distributors, and chain pharmacies,
b) Claims Procedure.
i. If a Plaintiff Subdivision is eligible to seek reimbursement of Costs, in whole or in
1
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
part, from funds available under Section IX and Exhibit R of the Walmart
Settlement Agreement, Section XIV and Exhibit R of the Teva Settlement
Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement,
Section X and Exhibit R of the CVS Settlement Agreement, Section IX and Exhibit
R of the Walgreens Settlement Agreement, Section X or Exhibit R of the
Distributor Settlement Agreement, or Section XI or Exhibit R of the Janssen
Settlement Agreement, it must first make a timely application for reimbursement
from such funds. To allow sufficient time for determination of those applications,
no claim for Costs to the CA Subdivision Fund under this Agreement may be made
before the First Claims Date.
ii. A Plaintiff Subdivision that wishes to be reimbursed from the CA Subdivision Fund
must submit a claim to the Special Master no later than forty-five (45) days after the
First Claims Date. The Special Master will then compile and redistribute the
aggregated claim totals for each Plaintiff Subdivision via email to representatives of
all the Plaintiff Subdivisions. A claim for attorney and staff time must list, for each
attorney or staff member included in the claim, the following information: name,
title, total hours claimed, hourly rate (including, if sought, benefits and share of
overhead), and narrative summarizing the general nature of the work performed by
the attorney or staff member. For reimbursement of "hard" costs, the subdivision
may aggregate across a category (e.g., total for travel costs). It is the intention of
the Plaintiff Subdivisions that submission of documents related to reimbursement of
Costs does not waive any attorney -client privilege or exemptions to the California
Public Records Act.
iii. The Special Master may request, at his or her sole option, additional documents or
details to assist in the final award of Costs.
iv. The Special Master will review claims for reasonableness and will notify each
Plaintiff Subdivision of the final determination of its claim, and will provide a list
of all final awards to all Plaintiff Subdivisions by email or, upon request, via First
Class U.S. Mail. Any Plaintiff Subdivision may ask the Special Master to
reconsider any final award within twenty-one (21) days. The Special Master will
make a final determination on any such reconsideration request within thirty (30)
days of receipt.
v. Any decision of the Special Master is final and binding, and will be considered
under the California Arbitration Act, Code of Civil Procedure section 1280 et seq.
as a final arbitration award. Nothing in this agreement is intended to expand the
scope of judicial review of the final award for errors of fact or law, and the Parties
agree that they may only seek to vacate the award if clear and convincing evidence
demonstrates one of the factors set forth in Code of Civil Procedure, section
1286.2, subdivision (a). Plaintiff Subdivisions will have fourteen (14) days after all
final awards are made, together with any final determination of a request for
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
reconsideration, to seek review in the Superior Court of California, pursuant to Code
of Civil Procedure, section 1285, where the State has filed its Consent Judgment.
vi. The Special Master will prepare a report of Costs that includes his or her fees and
expenses at least ninety (90) days before the Payment Date for each Annual
Payment. The Special Master's preparation of a report of Costs does not discharge a
Plaintiff Subdivision's reporting requirement under Section V(B)(2) of the Walmart
Settlement Agreement.
vii. A member of the Plaintiff Subdivision Committee, which is a CA Participating
Subdivision, will submit to the Settlement Fund Administrator and Walmart a
report of the fees and expenses incurred by the Special Master pursuant to Section
V(B)(2) of the Walmart Settlement Agreement.
c) Claims Priority and Limitation.
The Special Master will submit invoices for compensation of reasonable fees and
expenses to the Plaintiff Subdivision Committee no later than ninety (90) days prior
to the Payment Date for each Annual Payment. The Plaintiff Subdivision
Committee will promptly review and, if reasonable, approve the Special Master's
invoice for compensation. The Plaintiff Subdivision Committee will submit
approved invoices to the Settlement Fund Administrator for payment. The Special
Master's approved invoices have priority and will be paid first from the CA
Subdivision Fund before any award of Costs, subject to the limitation in Section
2.c.v below.
ii. Final Awards of Costs that do not exceed seventy-five thousand dollars
($75,000.00) will be paid next in priority after the Special Master's approved
invoices.
iii. Final Awards of Costs in excess of seventy-five thousand dollars ($75,000.00) will
be paid proportionally from the funds remaining in that year's Annual Payment.
iv. Any claim for Costs that is not paid in full will be allocated against the next year's
distribution from the CA Subdivision Fund, until all approved claims for Costs
are paid in full.
v. In no event will more than 50% of the total CA Subdivision Fund received in
any year be used to pay Costs or the Special Master's approved invoices.
vi. In no event shall more than $28 million of the total CA Subdivision Funds paid
pursuant to the Walmart Settlement Agreement, Teva Settlement Agreement,
Allergan Settlement Agreement, Distributor Settlement Agreement, CVS Settlement
Agreement, Janssen Settlement Agreement, and the Walgreens Settlement
Agreement be used to pay Costs.
1
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
d) Collateral Source Payments and Third -Party Settlement.
In the event a Plaintiff Subdivision is awarded compensation, in whole or in part,
by any source of funds created as a result of litigation against an Opioid Defendant
for its reasonable Costs, it will reduce its claim for Costs from the CA Subdivision
Fund by that amount. If a Plaintiff Subdivision has already received a final award of
Costs from the CA Subdivision Fund, it will repay the fund up to the prior award of
Costs via a payment to the Settlement Fund Administrator or notify the Settlement
Fund Administrator that its allocation from the next and subsequent Annual
Payments should be reduced accordingly. If the Plaintiff Subdivision is repaying
any prior award of Costs, that repayment will occur as soon as is feasible after the
Plaintiff Subdivision's receipt of Cost funds from the collateral source, but no more
than 90 days after its receipt from the collateral source. The Settlement Fund
Administrator will add any repaid Costs to the CA Subdivision Fund. Any Plaintiff
Subdivision that has submitted for reimbursement to any national fund and has not
received a final determination by the First Claims Date may request that the
settlement administrator withhold some or all of its payment from the CA
Subdivision Fund in order to avoid repayment.
ii. In the event a Plaintiff Subdivision reaches a monetary settlement or compromise
against any Opioid Defendant outside of the National Opioid Settlement, the
monetary portion of such settlement, net of fees paid to outside contingency fee
counsel and of funds earmarked strictly for abatement, will be credited against its
Costs and the subdivision will be ineligible to recover those credited Costs from the
CA Subdivision Fund. Plaintiff Subdivisions negotiating monetary settlements or
compromises against any Opioid Defendant outside of the National Opioid
Settlement will negotiate for funds to repay any Costs it previously received from
the CA Subdivision Fund or for Costs it otherwise might be eligible to claim from
the CA Subdivision Fund. If such a settlement is paid after all final approved
claims for Costs by all Plaintiff Subdivisions are satisfied in full, the settling
subdivision will reimburse the CA Subdivision Fund in that amount by making
payment to the Settlement Fund Administrator to add to the CA Subdivision Fund
in a manner consistent with the repayments described in section 2.d.i above.
1
0102
DocuSign Envelope ID: B7DBD061-2977-4A55-B271-DE2B70A2579D
APPENDIX 3
CALIFORNIA-SUBDIVISION BACKSTOP AGREEMENT
On August 6, 2021, Judge Polster of the US District Court for the Northern District of Ohio
issued an Order (the Order), docket number 3814, in In Re National Prescription Opiate
Litigation, MDL 2804, addressing contingent attorney fee contracts between political
subdivisions eligible to participate in the Walmart Settlement and their counsel.
In light of the Order, and at the request of [SUBDIVISION], the [SUBDIVISION], its counsel
[COUNSEL], and the California Attorney General, on behalf of the State of California, are
entering into this California -Subdivision Backstop Agreement (Backstop Agreement).
[SUBDIVISION] and [COUNSEL] intend this Backstop Agreement to constitute a State Back -
Stop Agreement as that term is used in the Order and in Exhibit R (Agreement on Attorneys'
Fees, Costs, and Expenses) of the Walmart Settlement Agreement.
Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the
Walmart Settlement Agreement and CA Walmart Allocation Agreement, as well as any other
limitations imposed by law, use funds that it receives from the Walmart Settlement CA
Subdivision Fund to pay a contingent fee to [COUNSEL]. Any such payment from
[SUBDIVISION] to [COUNSEL], together with any contingency fees that [COUNSEL] may
receive from the national Attorney Fee Fund, will not exceed a total contingency fee of
[PERCENTAGE NOT TO EXCEED 15%] of the total gross recovery of [SUBDIVISION] from
the Walmart Settlement.
[COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created
under the Walmart Settlement Agreement before seeking or accepting payment under this
backstop agreement. [COUNSEL] further certify that they are not seeking and will not accept
payment under this backstop agreement of any litigation fees or costs that have been reimbursed
through prior settlements or judgments.
The Attorney General is executing this agreement solely because the definition of "State Back -
Stop Agreement" in Exhibit R of the Walmart Settlement Agreement requires such agreements
to be between "a Settling State" and private counsel for a participating subdivision. Neither the
California Attorney General nor the State of California have any obligations under this
Backstop Agreement, and this Backstop Agreement does not require the payment of any state
funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
1