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2021-43 RESOLUTION NO. 2021-43 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAND TERRACE, COUNTY OF SAN BERNARDINO, APPROVING THE SETTLEMENT AGREEMENTS WITH MCKESSON CORPORATION, CARDINAL HEALTH, INC., AMERISOURCEBERGEN CORPORATION, JOHNSON & JOHNSON, JANSSEN PHARMACEUTICALS, INC., ORTHO- MCNEIL-JANSSEN PHARMACEUTICALS, INC., AND JANSSEN PHARMACEUITCA, INC., AGREEING TO TERMS OF THE STATE- SUBDIVISION AGREEMENTS ALLOCATING SETTLEMENT PROCEEDS, AND TO AUTHORIZING ENTRY INTO THE STATE-SUBDIVISION AGREEMENTS WITH THE ATTORNEY GENERAL; AND AUTHORIZING THE CITY MANAGER TO EXECUTE THEREOF WHEREAS, the United States is facing an ongoing public health crisis of opioid abuse, addiction, overdose, and death. The State of California and California local governments spend billions of dollars each year to address the direct consequences of this crisis; WHEREAS, since 2017, state and local governments in California and around the United States have been pursuing litigation (the "Litigation") against certain manufacturers, distributors, and retailers of opioid pharmaceuticals (the "Opioid Defendants") in an effort to hold the Opioid Defendants financially responsible for the impact of the Opioid Epidemic on the City of Grand Terrace ("the City"); WHEREAS, negotiations to settle claims against several of the Opioid Defendants, specifically McKesson Corporation, Cardinal Health, Inc., AmerisourceBergen Corporation, Johnson & Johnson, Janssen Pharmaceuticals, Inc., Ortho-McNeil-Janssen Pharmaceuticals, Inc., and Janssen Pharmaceuitca, Inc. (the "Settling Defendants") have been ongoing for several years; WHEREAS, negotiations with the Settling Defendants have resulted in proposed nationwide settlements of state and local government claims to settle the Litigation; WHEREAS, the proposed terms of those proposed nationwide settlements have been set forth in the Distributors Master Settlement Agreement and the Janssen Master Settlement Agreement (collectively "Settlement Agreements") and, in order to participate in the Settlement Agreements, the City must enter into participation agreements with respect to each of the Settlement Agreements ("Participation Agreements"); WHEREAS, copies of the Settlement Agreements as well as summary of the main terms of the Settlement Agreements, the deadlines for submitting the Participation Agreements to the Settlement Agreements and the MDL Court's Order setting deadlines for any Plaintiff who declines to enter into the Settlement Agreements, have been provided to the City Council with this Resolution; WHEREAS, the Settlement Agreements provide, among other things, for the payment of a certain sum to settling government entities in California including to the State of California and Participating Subdivisions upon occurrence of certain events as defined in the Settlement Agreements ("California Opioid Funds"); CC Reso No.2021-43 Page 1 of 3 December 14,2021 WHEREAS, California local governments as well as the attorneys representing those local governments have engaged in extensive discussions with the State Attorney General's Office ("AGO") as to how the California Opioid Funds will be allocated, which has resulted in the "Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds- Distributor Settlement" and the "Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds- Janssen Settlement" (collectively the "Allocation Agreements,") which are agreements between all of the entities identified in the Allocation Agreements; WHEREAS, copies of the Allocation Agreements have been provided with this Resolution; WHEREAS, the Allocation Agreements propose to allocate the California Opioid Funds 15% to a State Fund; 70% to local governments in an Abatement Accounts Fund; and 15% to litigating local governments in a Subdivision Fund. For the avoidance of doubt, all funds allocated to California from the Settlements will be combined pursuant to Allocation Agreements, 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 Allocation"), and 15% to the California Subdivision Fund ("CA Subdivision Fund Allocation"); WHEREAS, the funds in the CA Abatement Accounts Fund (i.e., the California Abatement Accounts Fund Allocation) will be allocated based on an allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No. 2804). The percentage from the CA Abatement Accounts Fund allocated to each eligible local government (any county or city above 10,000 in population) ("Eligible Local Government") is set forth in Appendix 1 to each Allocation Agreement and provided to the Council with this Resolution. The City's share of the CA Abatement Accounts Fund is a product of the total in the CA Abatement Accounts Fund multiplied by the City's percentage set forth in Appendix 1 (the "Local Allocation"); WHEREAS, any city that is an Eligible Local Government will be allocated its Local Allocation share only when it becomes a Participating Subdivision by signing the Participation Agreements to the Settlements. The Local Allocation share for a city that is a 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 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 as defined in the Settlement Agreements. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Grand Terrace, as follows: Section 1. The recitals set forth above are incorporated herein by this reference. Section 2. The City Council hereby approves the Settlement Agreements, Allocation Agreements and all exhibits thereto and authorizes the City Manager to settle and release the City's claims against the Settling Defendants in exchange for the consideration set forth in the Settlement Agreements, Allocation Agreements and all exhibits thereto, including, without limitation, taking the following measures: CC Reso No.2021-43 Page 2 of 3 December 14, 2021 A. The execution of the Participation Agreement to the Distributors Master Settlement Agreement and any and all documents ancillary thereto. B. The execution of the Participation Agreement to the Janssen Master Settlement Agreement and any and all documents ancillary thereto. C. The execution of the Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds- Distributor Settlement by executing the signature pages thereof. D. The execution of the Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds- Janssen Settlement Allocation Agreements by executing the signature pages thereof. Section 3. The City Council hereby ratifies, confirms, and approves all actions heretofore taken by the City Council and other appropriate public officers and agents of the City with respect to the matters contemplated under this Resolution. Section 4. This Resolution shall be effective on upon its adoption. The City Clerk shall certify the adoption of this Resolution. PASSED, APPROVED AND ADOPTED by the City Council of the City of Grand Terrace at a regular meeting held on the 14th day of December 2021. f arcy Mc a oe, yor A EST: Debra L. Thomas City Clerk APPROVED AS TO F Adrian Guerra City Attorney CC Reso No.2021-43 Page 3 of 3 December 14,2021 DocuSlgn Envelope ID:5C88F437-6432- 4BD-BB3&3016A028362F Settlement Participation Form Governmental Entity: Grand Terrace city State: CA Authorized Signatory: Address 1: Address 2: City, State,Zip: Phone: Email: The governmental entity identified above ("Governmental Entity"), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated July 21, 2021 ("Distributor Settlement"), and acting through the undersigned authorized official,hereby elects to participate in the Distributor Settlement, release all Released Claims against all Released Entities, and agrees as follows. 1. The Governmental Entity is aware of and has reviewed the Distributor 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 Distributor Settlement and become a Participating Subdivision as provided therein. 2. The Govemmental Entity shall, within 14 days of the Reference Date and prior to the filing of the Consent Judgment, dismiss with prejudice any Released Claims that it has filed. 3. The Governmental Entity agrees to the terms of the Distributor Settlement pertaining to Subdivisions as defined therein. 4. By agreeing to the terms of the Distributor 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. S. The Governmental Entity agrees to use any monies it receives through the Distributor Settlement solely for the purposes provided therein. 6. The Governmental Entity submits to the jurisdiction of the court in the Governmental Entity's state where the Consent Judgment is filed for purposes limited to that court's role as provided in, and for resolving disputes to the extent provided in,the Distributor Settlement. 7. The Governmental Entity has the right to enforce the Distributor Settlement as provided therein. 1 � .� DocuSgn Envelope ID:5C88F437-6432-448D-BB36-3016A028362F 8. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all purposes in the Distributor Settlement, including but not limited to all provisions of Part XI,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 Distributor 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 Distributor Settlement shall be a complete bar to any Released Claim. 9. The Governmental Entity hereby takes on all rights and obligations of a Participating Subdivision as set forth in the Distributor Settlement. 10. In connection with the releases provided for in the Distributor 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 Distributor Settlement. 11.Nothing herein is intended to modify in any way the terms of the Distributor Settlement, to which Governmental Entity hereby agrees. To the extent this Election and Release is interpreted differently from the Distributor Settlement in any respect,the Distributor Settlement controls. END 2 1 DocuSign Envelope ID:5C86F437-64324ABD-BB36-3016A028362F I swear under penalty of perjury that I have all necessary power and authorization to execute this Election and Release on behalf of the Governmental Entity. Signature: Name: Title: Date: a o .N 3 MI DocuSign Envelope ID:5C88F437-6432-44BD-BB36-3016A028362F Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Distributor Settlement 1. Introduction Pursuant to the Distributor Settlement Agreement, dated as of July 21, 2021,and any revision thereto (the "Distributor Settlement Agreement"),including Section V and Exhibit O, the State of California proposes this agreement(the"CA Distributor Allocation Agreement")to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections IV and V of the Distributor Settlement Agreement.] For the avoidance of doubt, this agreement does not apply to payments made pursuant to Sections IX or X of the Distributor Settlement Agreement. Pursuant to Exhibit O, Paragraph 4,of the Distributor Settlement Agreement,acceptance of this CA Distributor Allocation Agreement is a requirement to be an Initial Participating Subdivision. 2. Definitions a) CA Participating Subdivision means a Participating Subdivision that is also (a)a Plaintiff Subdivision and/or(b) a Primary Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts)and/or Exhibit I to the Distributor Settlement Agreement. b) Janssen Settlement Agreement means the Janssen Settlement Agreement dated July 21, 2021,and any revision thereto. c) Litigating Special District means a school district, fire protection district,health authority,health plan, or other special district that has filed a lawsuit against an Opioid Defendant. 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, and LA Care Health Plan. d) Plaintiff Subdivision means a Subdivision located in California,other than a 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. t A parallel but separate agreement(the"CA Janssen Allocation Agreement")will govern the allocation,distribution,and use of settlement fund payments under the Janssen Settlement Agreement. An eligible Subdivision may elect to participate in either the Distributor Settlement or the Janssen Settlement, or in both. 1 DocuSlgn Envelope ID:5C88F437-6432-44BD-BB36-3016A028362F e) Opioid Defendant means any defendant(including but not limited to 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 Distributor Settlement Agreement,as well as applicable law, and the Distributor Settlement Agreement governs over any inconsistent provision of this CA Distributor Allocation Agreement. Terms used in this CA Distributor Allocation Agreement have the same meaning as in the Distributor Settlement Agreement unless otherwise defined herein. Pursuant to Section V(D)(1)of the Distributor Settlement Agreement, (a) all Settlement Fund payments will be used for Opioid Remediation,except as allowed by Section V(13)(2)of the Distributor 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,2 pursuant to the Distributor 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 Distributor Allocation Agreement, and 15%of that total shall be allocated to the State of California(the"State of California Allocation"), 70%to the California Abatement Accounts Fund("CA Abatement Accounts Fund"),and 15%to the California Subdivision Fund("CA Subdivision Fund"). A. State of California Allocation Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by the State for future Opioid Remediation. B. CA Abatement Accounts Fund i. Allocation of CA Abatement Accounts Funds a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be z For purposes of clarity, use of the term"California"refers to the geographic territory of California and the state and its local governments therein. The term"State"or"State of California"refers to the State of California as a governmental unit. 2 DocuSgn Envelope ID:5CBBF437-6432-44BD-BB35-3016A028362F allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation(IML 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, 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 Distributor 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 Distributor Allocation Agreement,the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions. e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision. f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Distributor Settlement Agreement and this CA Distributor 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. 3 DocuSign Envelope ID:5C88F437-6432-44BD-BB36-3016A028362F 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 Distributor 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 Distributor Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures, or otherwise work in collaboration with,federal, state, local,tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund. Further,provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Distributor Settlement Agreement and this CA Distributor 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. 4 DocuSign Envelope ID:5C68F437-6432-44BD-BB36-301SA028362F 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 Distributor Settlement Agreement and this CA Distributor Allocation Agreement. b) If DHCS determines that a CA Participating Subdivision's use of CA Abatement Accounts Funds is inconsistent with the Distributor Settlement Agreement or this CA Distributor 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 Distributor Settlement Agreement or this CA Distributor Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds,more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement. e) Notwithstanding the foregoing,this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities,or to pursue administrative, civil,or criminal enforcement actions. C. CA Subdivision Fund i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Distributor Settlement Agreement and this CA Distributor 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. 5 DocuSign Envelope ID:5CSBF437-6432-44BD-BB36-3016A028362F 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 Initial 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 Initial 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 Distributor Settlement Agreement and, if applicable,the Janssen 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(R), of the Distributor 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 Distributor Settlement, and if applicable, the Janssen 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 counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Distributor Settlement Agreement and, if applicable,the Janssen 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 6 DocuSign Envelope ID:5C88F437-6432-44BD-BB36-3016A028362F 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 Distributor Settlement Agreement and this CA Distributor 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 Distributor Settlement Agreement and this CA Distributor 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 Distributor Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and the Distributors. 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. 7 DocuSign Envelope ID:5C88F437-5432-44BD-BB36-3016A028362F 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 Distributor 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 Distributor Settlement Agreement,this CA Distributor 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 Distributor Allocation Agreement, if any provision of this agreement or the application thereof to any person, entity, or circumstance shall,to any extent, be invalid or unenforceable,the remainder of this agreement, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby,and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the Distributor Settlement Agreement,this agreement shall be governed by and interpreted in accordance with the laws of California. 8 Docusign Envelope ID:5C88F437-6432-44BD-BB36-3016A028362F The undersigned, Grand Terrace city,ACKNOWLEDGES acceptance of this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds-Distributor Settlement is a requirement to be an Initial Participating Subdivision in the Distributor Settlement and ACCEPTS this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds- Distributor Settlement. I swear under penalty of perjury that I have all necessary power and authorization to execute this Election and Release on behalf of the Governmental Entity. Signature: Name: Title: Date: IN o o DocuSign Envelope ID:5C88F437-6432-44BD-BB36-3016A028362F 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—Distributor 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 4.13.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 4.13. 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. DocuSign Envelope 1D:5C88F437-6432-44BD-BB36-3016A028362F APPENDIX 1 100.000% 100.000% 100.000% Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation j Classification Percentage Percentage County Alameda County Alameda 2.332% 2.853% 2.4237952% City Alameda Alameda 0.069% 0.0570162% City Albany Alameda 0.013% 0.0107768% city Berkeley Alameda 0.152% 0.1249656% City Dublin Alameda 0.033% 0.040% 0.0338810% City Emeryville Alameda 0.023% 0.0185765% City Fremont Alameda 0.108% 0.0888576% City Hayward Alameda 0.117% 0.0966218% City Livermore Alameda 0.054% 0.0446740% City Newark Alameda 0.026% 0.0217626% city Oakland Alameda 0.486% 0.595% 0.5055601% City Piedmont Alameda 0.014% 0.0114064% City Pleasanton Alameda 0.067% 0.0554547% City San Leandro Alameda 0.039% 0.0321267% City Union City Alameda 0.043% 0.0352484% County Amador CounV Amador 0.226% 0.277% 0.2349885% County Butte County Butte l.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:5C88F437-6432-44BD-BB36-3016A028362F APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Subdivision Allcation Classirication Percentage Percentage Percentage 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 PittsburgContra Costa 0.053% 0.0436369% City Pleasant Hill Contra Costa 0.013% 0.0106309% City Richmond Contra Costa 0.146% 0.1201444% City San Pablo Contra Costa 0.018% 0.0148843% City San Ramon Contra Costa 0.021% 0.0176459% City Walnut Creek Contra Costa 0.026% 0.0212132% County Del Norte County Del Norte 0.114% 0.140% 0.1189608% County El Dorado County El Dorado 0.768% 0.939% 0.7980034% City Placerville El Dorado 0.015% 0.0127642% City South Lake Tahoe El Dorado 0.081% 0.0665456% County Fresno County Fresno 1.895% 2.318% 1.9693410% city Clovis Fresno 0.065% 0.0536211% city Coalinga Fresno 0.012% 0.0098554% City Fresno Fresno 0.397% 0.3270605% City Kerman Fresno 0.005% 0.0042534% city Kingsburg Fresno 0.008% 0.0066167% City Mendota Fresno 0.002% 0.0019387% City Orange Cove Fresno 0.004% 0.0035607% City Parlier Fresno 0.008% 0.0069755% city Reedlcy 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:5C88F437-6432-44BD-BB36-3016A028362F APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Alleation Classification Percenta e Percentage City Arcata Humboldt 0.054% 0.0447660% City Eureka Humboldt 0.117% 0.143% 0.1216284% City Fortuna Humboldt 0.032% 0.0266837% County Imperial County Imperial 0.258% 0.315% 0.2679006% city Brawley Imperial 0.011% 0.0087986% City Calexico Imperial 0.019% 0.0152799% City El Centro Imperial 0.158% 0.1302522% City Imperial Imperial 0.006% 0.0048791% County Inyo County Inyo 0.073% 0.089% 0.0754413% County Kern County Kern 2.517% 3.079% 2.6159145% City Arvin Kern 0.006% 0.0046425% City Bakersfield Kern 0.212% 0.1747198% City California City Kern 0.009% 0.0070820% City Delano Kern 0.030% 0.0249316% City McFarland Kern 0.003% 0.0025644% City Ridgecrest Kern 0.015% 0.0120938% city Shafter Kern 0.013% 0.0103417% City Tehachapi Kern 0.009% 0.0073580% City Wasco Kern 0.008% 0.0069861% County Kings County Kings 0.293% 0.2413469% City Avenal Kings 0.007% 0.0056335% City Corcoran Kings 0.013% 0.0107032% City Hanford Kings 0.027% 0.0226038% City Lemoore Kings 0.016% 0.0131900% County Lake County Lake 0.795% 0.6545389% City Clearlake Lake 0.041% 0.050% 0.0426253% city Lakeport Lake 0.021% 0.026% 0.0222964% County Lassen County Lassen 0.319% 0.391% 0.3320610% City Susanville Lassen 0.027% 0.0219295% County Los Angeles County Los Angeles 13.896% 16.999% 14.4437559% 3of15 DocuSign Envelope ID:5C88F437-6432-44BD-BB36-3016A028362F APPENDIX 1 Participating Plaintiff Weighted Subdivision Participating Subdivision County Abatement Subdivision Allcation Classification Percentage Percenta a Percentage City Agoura Hills Los Angeles 0.005% 0.0040024% City Alhambra Los Angeles 0.042% 0.0343309% City Arcadia Los Angeles 0.033% 0.0267718% city Artesia Los Angeles 0.001% 0.0005100% City Azusa Los Angeles 0.026% 0.0210857% City Baldwin Park Los Angeles 0.027% 0.0218520% city Bell Los Angeles 0.008% 0.0068783% city Bellflower Los Angeles 0.002% 0.0014485% City Bell Gardens I,os 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 Angeles 0.010% 0.0082584% City Commerce Los Angeles 0.000% 0.0002971% city Compton Los Angeles 0.044% 0.0361882% City Covina Los Angeles 0.028% 0.0229127% City Cudahy Los Angeles 0.001% 0.0006020% City Culver City Los Angeles 0.055% 0.0449894% city Diamond Bar Los An eles 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% 4 of 15 DocuSign Envelope ID:5C88F437-6432-44BD-BB35-3016A028362F APPENDIX 1 Participating Plaintiff Weighted Subdivision Participating Subdivision County Abatement Percentage Subdivision Allcation Classification Percentage Percentage City I lermosa Beach Los Angeles 0.018% 0.0145307% City Huntington Park Los Angeles 0.023% 0.0190667% city Inglewood Los Angeles 0.059% 0.0489195% City La Canada Flintridge Los Angeles 0.003% 0.0025565% city Lakewood Los Angeles 0.005% 0.0039971% City La Mirada Los Angeles 0.010% 0.0081572% City Lancaster Los Angeles 0.045% 0.0369689% City La Puente Los Angeles 0.002% 0.0012999% City La Verne Los Angeles 0.024% 0.0194190% City Lawndale Los Angeles 0.002% 0.0017731% city Lomita Los Angeles 0.004% 0.0031940% City Long Beach Los Angeles 0.439% 0.3614151% city Los Angeles Los Angeles 2.715% 3.321% 2.8218811% City Lynwood Los Angeles 0.016% 0.0134345% City Malibu Los Angeles 0.002% 0.0019269% City Manhattan Beach Los Angeles 0.032% 0.0260686% city Maywood Los Angeles 0.004% 0.0035528% City Monrovia Los Angeles 0.031% 0.0254455% City Montebello Los Angeles 0.030% 0.0250670% City Monterey Park Los Angeles 0.031% 0.0256677% City Norwalk Los Angeles 0.031% 0.0258228% City Palmdale Los Angeles 0.046% 0.0375827% city Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483% City Pasadena Los Angeles 0.146% 0.1200524% City Pico Rivera Los Angeles 0.022% 0.0183333% City Pomona Los Angeles 0.111% 0.0911933% City Rancho Palos Verdes Los Angeles 0.002% 0.0012645% City Redondo Beach Los Angeles 0.062% 0.0506992% City Rosemead Los Angeles 0.003% 0.0028260% 5of15 DocuSlgn Envelope ID:5C88F437-6432-44BD-BB36-3016A028362F APPENDIX 1 Participating Plaintiff Weighted Subdivision Participating Subdivision County Abatement Subdivision Allcation Classification Percentage Percenta,,e Percentage City San Dimas Los Angeles 0.003% 0.0022016% City San Fernando Los Angeles 0.013% 0.0104837% City San Gabriel I,os 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 Angcics 0.158% 0.1298513% City Sierra Madre Los An cles 0.006% 0.0048646% City Signal Hill Los Angeles 0.010% 0.0084884% City South El Monte Los Angeles 0.005% 0.0039603% City South Gate Los Angeles 0.020% 0.0166272% city South Pasadena Los Angeles 0.012% 0.0095334% city Temple City Los Angeles 0.005% 0.0039498% City Torrance Los Angeles 0.112% 0-0919820% City Walnut Los Angeles 0.006% 0.0047305% city West Covina Los Angeles 0.049% 0.0404521% city West Hollywood Los Angeles 0.013% 0.0108517% city Whittier Los Angeles 0.032% 0.0260581% County Madera County Madera 0.349% 0.427% 0.3630669% City Chowchilla Madera 0.012% 0.0097332% City Madera Madera 0.039% 0.0318441% County Marin County Marin 0.564% 0.690% 0.5861325% City Larkspur Marin 0.015% 0.0124697%- city Mill Valley Marin 0.020% 0.0168401% City Novato Marin 0.028% 0.0229824% City San Anselmo Marin 0.009% 0.0078062% City San Rafael Marin 0.089% 0.0729823% County Mariposa County Mariposa. 0.084% 0.103% 0.0876131% County Mendocino County Mendocino 0.439% 0.536% 0.4558394% City Ukiah Mendocino 0.039% 0.0317153% 6of15 DocuSign Envelope ID 5C88F437.6432-44BD-BB35-3016A028362F APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Alleation Classification Percentage Percentage Count _ 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% 0.0714-352,D/.- city Costa Mesa Orange 0.124% 0.152% 0.1288366% City Cypress Orange 0.033% 0.0271937% City Dana Point Oran e 0.001% 0.0005560% 7of15 DocuSign Envelope ID:5G88F437-6432-44BD-BB36-3016A028362F APPENDIX l Participating Plaintiff Weighted Subdivision Participating Subdivision County Abatement Percentage Subdivision Allcation Classification Percentage Percentage City Fountain Valley Orange 0.055% 0.0455980% City Fullerton Orange 0.137% 0.168% 0.1425744% City Garden Grove Orange 0.213% 0.1752482% city Huntington Beach Orange 0.247% 0.302% 0.2568420% City Irvine Orange 0.139% 0.170% 0.1442350% City Laguna Beach Orange 0.047% 0.058% 0.0493043% City Laguna Hills Orange 0.014% 0.0115457% city Laguna Niguel Orange 0.001% 0.0007071% City Laguna Woods Orange 0.001% 0.0006546% city La Habra Orange 0.060% 0.073% 0.0621049% city Lake Forest Orange 0.012% 0.0101249% City La Palma Orange 0.012% 0.0095439% city Los Alamitos Orange 0.008% 0.0069190% City Mission Viejo Orange 0.014% 0.0117560% City Newport Beach Orange 0.179% 0.1470134% city Orange Orange 0.150% 0.1231320% City Placentia Orange 0.029% 0.035% 0.0298912% City Rancho Santa Margarita Orange 0.001% 0.0006296% City San Clemente Orange 0.008% 0.010% 0.0086083% city San Juan Capistrano Orange 0.008% 0.0065510% city Santa Ana Orange 0.502% 0.614% 0.5213866% City Seal Beach Orange 0.020% 0.0165891% city Stanton Orange 0.035% 0.0291955% City Tustin Orange 0.073% 0.0600341% city Westminster Orange 0.104% 0.127% 0.1082721% 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 DOCuSign Envelope ID:6CBBF437-6432-446D-BB36-3016A028362F APPENDIX 1 Participating abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percenta ge Percenta ve 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 Juru a 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 0.0090/0 0.0076774% City Rancho Mirage Riverside 0.052% 0.0431098% City Riverside Riverside 0.268% 0.2206279% City San Jacinto Riversidc 0.010% 0.0085936% City Temecula Riverside 0.022% 0.0180086% City Wildomar Riverside 0.008% 0.0062500% County Sacramento Coun Sacramento 3.797% 4.645% 3.9465887% 9of15 DocuSign Envelope ID:5C88F437-6432-44BD-BB36-3016A028362F APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Subdivision Allcation Classification Percentage Percentage Percentage City Citrus Heights Sacramento 0.057% 0.0465312% City Elk Grove Sacramento 0.130% 0.1066994% City Folsom Sacramento 0.108% 0.0890850% City Galt Sacramento 0.017% 0.0143704% city Rancho Cordova Sacramento 0.008% 0.0067679% City Sacramento Sacramento 0.721% 0.882% 0.7496530% County San Benito County San Benito 0.106% 0.130% 0.1101417% City Hollister San Benito 0.027% 0.0225355% County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% City Adelanto San Bernardino 0.008% 0.0066640% city Apple Valley San Bernardino 0.025% 0.0207360% city Barstow San Bernardino 0.015% 0.0122056% city Chino San Bernardino 0.064% 0.0525893% City Chino Hills San Bernardino 0.001% 0.0006388% City Colton San Bernardino 0.031% 0.0253443% City Fontana San Bernardino 0.112% 0.0920543% City Grand Terrace San Bernardino 0.006% 0.0051051% City Hesperia San Bernardino 0.035% 0.0291522% City Highland San Bernardino 0.004% 0.0029061% City Loma Linda San Bernardino 0.009% 0.0071188% city Montclair San Bernardino 0.039% 0.0322108% city Ontario San Bernardino 0.179% 0.1472934% City Rancho Cucamonga San Bernardino 0.084% 0.0689431% city Redlands San Bernardino 0.057% 0.0469150% city Rialto San Bernardino 0.073% 0.0603206% City San Bernardino San Bernardino 0.178% 0.1461880% City Twentynine Palms San Bernardino 0.002% 0.0012605% City Upland San Bernardino 0.052% 0.0424460% City Victorville San Bernardino 0.033% 0.0269400% City Yucaipa San Bernardino 0.016% 0.0128772% 10 of 15 DocuSign Envelope ID:5G8BF437-6432-44BD-BB36-3016A028362F APPENDIX I Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Alleation Classification Percentage Percentage 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 0.1890/0 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% 0.0.575593% 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% Countv 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% 11 of 15 DocuSlgn Envelope ID:5C88F437-6432-44BD-BB36-3016A028362F APPENDIX 1 Participating Plaintiff Weighted Subdivision Participating Subdivision County Abatement Subdivision Allcation Classification Percentage Percentage Pcrcenta ge City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% city Grover Beach San Luis Obispo 0.017% 0.0137881% City Morro Bay San Luis Obispo 0.020% 0.0160922% city San Luis Obispo San Luis Obispo 0.077% 0.0637841% County San Mateo County San Mateo 1.074% 1.313% 1.1159599% City Belmont San Mateo 0.021% 0.0169860% City Burlingame San Mateo 0.019% 0.0152537% city Daly City San Mateo 0.044% 0.0363880% City East Palo Alto San Mateo 0.013% 0.0103982% City Foster City San Mateo 0.020% 0.0166101% city Half Moon"Bay San Mateo 0.004% 0.0031638% City Hillsborough San Mateo 0.013% 0.0110029% city Menlo Park San Mateo 0.015% 0.0126209% City Millbrae San Mateo 0.013% 0.0105836% city Pacifica San Mateo 0.016% 0.0130625% City Redwood City San Mateo 0.056% 0.0463511% City San Bruno San Mateo 0.021% 0.0172161% City San Carlos San Mateo 0.013% 0.0108885% City San Mateo San Mateo 0.052% 0.0425841% city South San Francisco San Mateo 0.043% 0.0353943% County Santa Barbara County Santa Barbara 1.132% 1.385% 1.1768968% city Carpinteria Santa Barbara 0.001% 0.0008938% City Goleta Santa Barbara 0.004% 0.0028969% City Lompoc Santa Barbara 0.047% 0.0389379% City Santa Barbara Santa Barbara 0.122% 0.1004559% City Santa Maria Santa Barbara 0.058% 0.0479179% County Santa Clara County Santa Clara 2.404% 2.941% 2.4987553% City Campbell Santa Clara 0.014% 0.0112566% City Cupertino Santa Clara 0.008% 0.0066824% City Gilroy Santa Clara 0.025% 0.0202891% 12 of 15 Docusign Envelope ID:5C88F437-6432-44BD-BB36-3016A028362F APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Subdivision Allcation Classification Percentage Percentage >Percents c City Los Altos Santa Clara 0.013% 0.0103338% City Los Gatos Santa Clara 0.013% 0.0103220% city Milpitas Santa Clara 0.036% 0.0298120% city Morgan Hill Santa Clara 0.015% 0.0124619% city :Mountain View Santa Clara 0.041% 0.0334608% City Palo Alto Santa Clara 0.039% 0.0323080% City San Jose Santa Clara 0.294% 0.360% 0.3054960% city Santa Clara Santa Clara 0.067% 0.0549723% 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 Ca itola 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 Siski ou 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% 13of15 DocuSign Envelope ID:5C88F437-6432-44BD-BB35-3016Ao28362F APPENDIX 1 Participating Plaintiff Weighted Subdivision Participating Subdivision County Abatement Percentage Subdivision Alleation Classification Percentage Percenta 2e 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:5CBBF437$432-446D-BB36-3016AD28362F APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Alleation Classification Percents,,e Percentage City Oxnard Ventura 0.156% 0.190% 0.1617338% city Port Hueneme Ventura 0.021% 0.0174145% City San Buenaventura(Ventura) Ventura 0.085% 0.0702181% City Santa Paula Ventura 0.014% 0.0119072% City Simi Valley Ventura 0.065% 0.0533043% City Thousand Oaks Ventura 0.022% 0.0179902% County Yolo County Yolo 0.357% 0.437% 0.3713319% City Davis Yolo 0.055% 0.0451747% City West Sacramento Yolo 0.066% 0.0544321% City Woodland Yolo 0.058% 0.0477904% County Yuba County Yuba 0.214% 0.262% 0.2225679% City Marysville Yuba 0.014% 0.0112079% 15 of 15 DocuSign Envelope ID:5C88F437-6432-44BD-BB36-3016A02a362F 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 paid or incurred (i)prior to July 21, 2021 in litigation against any Opioid Defendant and/or(ii)in negotiating and drafting this CA Distributor Allocation Agreement. 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 X and Exhibit R of the Distributor Settlement Agreement or Section XI and Exhibit R of the Janssen 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 a National Opioid Settlement with Distributors,Johnson& Johnson, and others. b) Claims Procedure. i. If a Plaintiff Subdivision is eligible to seek reimbursement of Costs, in whole or in part, from funds available under 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 1 DocuSign Envelope ID:5C88F437-6432-44BD-BB36-3016A028362F 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 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.13.2 of the Distributor Agreement. vii. A member of the Plaintiff Subdivision Committee, which is a CA Participating Subdivision, will submit to the Settlement Fund Administrator and the Distributors a 2 DocuSign Envelope ID:5C88F437-643244BD-BB36-3016Ao28362F report of the fees and expenses incurred by the Special Master pursuant to Section V.13.2 of the Distributor Agreement. c) Claims Priority and Limitation. i. 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 Distributor Settlement Agreement and the Janssen Settlement Agreement be used to pay Costs. d) Collateral Source Payments and Third-Party Settlement. i. 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. 3 DocuSign Envelope ID:5C88F437-6432-44BD-BB36-3016A028362F 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. 4 DocuSign Envelope ID:5C88F437-6432-44BD-BB36-3016AU28362F 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 Distributors 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,Expenses and Costs)of the Distributor Settlement Agreement. Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Distributor Settlement Agreement and CA Distributor Allocation Agreement, as well as any other limitations imposed by law, use funds that it receives from the Distributor 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 Distributors Settlement. [COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Distributor 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 Distributor Settlement Agreement requires such agreements to be between"a Settling State"and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement,and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party. [DATE] [SUBDIVISION SIGNATURE BLOCK] [DATE] [COUNSEL SIGNATURE BLOCK] [DATE] [ATTORNEY GENERAL SIGNATURE BLOCK] DocuSign Envelope ID:318D32C0-7OC4-44E2-9EDE-686F1BDA7641 Settlement Participation Form Governmental Entity: Grand Terrace city State: CA Authorized Signatory: Address 1: Address 2: City, State, Zip: Phone: Email: The governmental entity identified above("Governmental Entity"), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated July 21, 2021 ("Janssen Settlement"), and acting through the undersigned authorized official, hereby elects to participate in the Janssen Settlement,release all Released Claims against all Released Entities, and agrees as follows. 1. The Governmental Entity is aware of and has reviewed the Janssen 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 Janssen Settlement and become a Participating Subdivision as provided therein. 2. The Governmental Entity shall, within 14 days of the Reference Date and prior to the filing of the Consent Judgment, dismiss with prejudice any Released Claims that it has filed. 3. The Governmental Entity agrees to the terms of the Janssen Settlement pertaining to Subdivisions as defined therein. 4. By agreeing to the terms of the Janssen 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 Janssen Settlement solely for the purposes provided therein. 6. The Governmental Entity submits to the jurisdiction of the court in the Governmental Entity's state where the Consent Judgment is filed for purposes limited to that court's role as provided in,and for resolving disputes to the extent provided in,the Janssen Settlement. 7. The Governmental Entity has the right to enforce the Janssen Settlement as provided therein. M&NIM 1 . '� DocuSign Envelope lU:318032C0-7OC4-44E2-9EOE-686F1BUA7641 8. The Governmental Entity, as a Participating Subdivision,hereby becomes a Releasor for all purposes in the Janssen Settlement, including but not limited to all provisions of Section IV (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 Janssen 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 Janssen Settlement shall be a complete bar to any Released Claim. 9. In connection with the releases provided for in the Janssen 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 Janssen Settlement. 10.Nothing herein is intended to modify in any way the terms of the Janssen Settlement,to which Governmental Entity hereby agrees. To the extent this Election and Release is interpreted differently from the Janssen Settlement in any respect, the Janssen Settlement controls. 2 0 DocuSign Envelope ID:318D32CO-7OC4-44E2-9EOE-686F1BDA7641 I swear under penalty of perjury that I have all necessary power and authorization to execute this Election and Release on behalf of the Governmental Entity. Signature: Name: Title: Date: p � 3 'I7 ❑ 1' Docubign Envelope ID:318D32CD-7OC4-44E2-9EDE-MF18DA7641 Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Janssen Settlement 1. Introduction Pursuant to the Janssen Settlement Agreement,dated as of July 21, 2021, and any revision thereto(the"Janssen Settlement Agreement"),including Section VI and Exhibit O,the State of California proposes this agreement(the"CA Janssen Allocation Agreement")to govern the allocation,distribution,and use of Settlement Fund payments made to California pursuant to Sections V and VI of the Janssen Settlement Agreement.' For the avoidance of doubt,this agreement does not apply to payments made pursuant to Sections X or XI of the Janssen Settlement Agreement. Pursuant to Exhibit O, Paragraph 4, of the Janssen Settlement Agreement, acceptance of this CA Janssen Allocation Agreement is a requirement to be an Initial Participating Subdivision. 2. Definitions a) CA Participating Subdivision means a Participating Subdivision that is also(a)a Plaintiff Subdivision and/or(b) a Primary Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts) and/or Exhibit I to the Janssen Settlement Agreement. b) Distributor Settlement Agreement means the Distributor Settlement Agreement dated July 21,2021, and any revision thereto. c) 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, and LA Care Health Plan. d) 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. e) Opioid Defendant means any defendant(including but not limited to Johnson& Johnson, Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health,Inc., ' A parallel but separate agreement(the"CA Distributor Allocation Agreement")will govern the allocation, distribution,and use of settlement fund payments under the Distributor Settlement Agreement. An eligible Subdivision may elect to participate in either the Distributor Settlement or the Janssen Settlement, or in both. 1 DocuSign Envelope ID:318D32C0-70C4-44E2-9E0E-686F1 BDA7641 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 Janssen Settlement Agreement,as well as applicable law,and the Janssen Settlement Agreement governs over any inconsistent provision of this CA Janssen Allocation Agreement. Terms used in this CA Janssen Allocation Agreement have the same meaning as in the Janssen Settlement Agreement unless otherwise defined herein. Pursuant to Section VI(D)(1) of the Janssen Settlement Agreement, (a) all Settlement Fund payments will be used for Opioid Remediation,except as allowed by Section VI(B)(2) of the Janssen 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,2 pursuant to the Janssen 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 Janssen Allocation Agreement, and 15%of that total shall be allocated to the State of California(the"State of California Allocation"), 70%to the California Abatement Accounts Fund("CA Abatement Accounts Fund"), and 15%to the California Subdivision Fund("CA Subdivision Fund"). A. State of California Allocation Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by the State for future Opioid Remediation. B. CA Abatement Accounts Fund i. Allocation of CA Abatement Accounts Funds a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation(MDL No. 2804),as adjusted to reflect only those cities and counties that are eligible, based on population or litigation status,to become a CA Participating Subdivision. The percentage from the CA Z For purposes of clarity,use of the term"California"refers to the geographic territory of California and the state and its local governments therein. The term"State"or"State of California"refers to the State of California as a governmental unit. 2 DocuSgn Envelope ID:318D32C0-70C4-44E2-9E0E-686F1 BDA7641 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 Janssen 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 Janssen Allocation Agreement,the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions. e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision,but that has not,as of the date of that payment to the Settlement Fund, become a Participating Subdivision. f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Janssen Settlement Agreement and this CA Janssen 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. 3 DocuSign Envelope ID:318D32C0-7OC4-44E2-9EOE-686F1 BDA7641 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 Janssen 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 Janssen Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures, or otherwise work in collaboration with, federal, state,local,tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund. Further,provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Janssen Settlement Agreement and this CA Janssen 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. 4 DocuSign Envelope ID:318D32C0-70G4-44E2-9E0E-686F1UDA7641 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 Janssen Settlement Agreement and this CA Janssen Allocation Agreement. b) If DHCS determines that a CA Participating Subdivision's use of CA Abatement Accounts Funds is inconsistent with the Janssen Settlement Agreement or this CA Janssen 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 Janssen Settlement Agreement or this CA Janssen Allocation Agreement. However, in no case shall any audit be conducted,or motion be brought, as to a specific expenditure of funds,more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement. e) Notwithstanding the foregoing,this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities, or to pursue administrative,civil,or criminal enforcement actions. C. CA Subdivision Fund i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Janssen Settlement Agreement and this CA Janssen 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. 5 DocuSign Envelope ID:318D32CO-70C4-44E2-9EOE-686F1BDA7641 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 Initial 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 Initial 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 Janssen Settlement Agreement and, if applicable,the Distributor 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(R), of the Janssen 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 Janssen Settlement, and if applicable, the Distributor 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 counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Janssen Settlement Agreement and, if applicable,the Distributor 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 6 DocuSign Envelope ID:318D32CO-7OC4-44E2-9EOE-686F1BDA7641 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 Janssen Settlement Agreement and this CA Janssen 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 Janssen Settlement Agreement and this CA Janssen Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from the CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report,the amount and how such funds were used, including if used to pay attorneys' fees,investigation costs, or litigation costs. Pursuant to Section VI(B)(2)of the Janssen Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and Janssen. 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. 7 DocuSign Envelope ID:318D32CO-70C4-44E2-gEOE-686F1BDA7641 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 Janssen 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 Janssen Settlement Agreement,this CA Janssen Allocation Agreement is not enforceable by any parry 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 Janssen Allocation Agreement, if any provision of this agreement or the application thereof to any person,entity,or circumstance shall,to any extent,be invalid or unenforceable, the remainder of this agreement,or the application of such provision to persons,entities, or circumstances other than those as to which it is invalid or unenforceable,will not be affected thereby,and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the Janssen Settlement Agreement,this agreement shall be governed by and interpreted in accordance with the laws of California. 8 DocuSgn Envelope ID:318D32CO-70C4-44E2-9EOE-686F1BDA7641 The undersigned, Grand Terrace city,ACKNOWLEDGES acceptance of this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds-Janssen Settlement is a requirement to be an Initial Participating Subdivision in the Janssen Settlement and ACCEPTS this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds-Janssen Settlement. I swear under penalty of perjury that I have all necessary power and authorization to execute this Election and Release on behalf of the Governmental Entity. Signature: Name: Title: Date: 0 0 DocuSign Envelope ID:31BD32CO-7OC4-44E2-9EOE-686F1BDA7641 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—Janssen 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 4.13.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 4.13. 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. DocuSign Envelope ID:318D32C0-7DC4-44E2-9EOE-686F1BDA7641 APPENDIX 1 100.000% 100.000% 100.000% Participating Plaintiff Weighted Subdivision Participating Subdivision County Abatement Subdivision Alleation Classification Percentage Percentage Percentage County Alameda County Alameda 2.332% 2.853% 2.4237952% city Alameda Alameda 0.069% 0.0570162% city Albany Alameda 0.013% 0.0107768% City Berkeley Alameda 0.152% 0.1249656% City Dublin Alameda 0.033% 0.040% 0.0338810% City Emeryville Alameda 0.023% 0.0185765% City Fremont Alameda 0.108% 0.0888576% City Hayward Alameda 0.117% 0.0966218% City Livermore Alameda 0.054% 0.0446740% City Newark Alameda 0.026% 0.0217626% City Oakland Alameda 0.486% 0.595% 0.5055601% City Piedmont Alameda 0.014% 0.0114064% City Pleasanton Alameda 0.067% 0.0554547% City San Leandro Alameda 0.039% 0.0321267% city Union City Alameda 0.043% 0.0352484% County Amador County Amador 0.226% 0.277% 0.2349885% County Butte County Butte 1.615% 1.975% 1.6783178% city Chico Butte 0.216% 0.264% 0.2246499% City Oroville Butte 0.079% 0.0646595% County Calaveras County Calaveras 0.226% 0.277% 0.2351644% County Colusa County Colusa 0.059% 0.0489221% County Contra Costa County Contra Costa 2.102% 2.571% 2.1844585% city Antioch Contra Costa 0.037% 0.0301879% City Brentwood Contra Costa 0.026% 0.0215339% City Clayton Contra Costa 0.002% 0.0018060% City Concord Contra Costa 0.055% 0.0456676% City Danville Contra Costa 0.010% 0.0082255% City El Cerrito Contra Costa 0.023% 0.018902401/0 city Hercules Contra Costa 0.010% 0.0078273% 1 of 15 DocuSign Envelope ID 318D32CO-70C4-44E2-9EOE-686F1BDA7641 APPENDIX 1 Participating lbatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage 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 IIill Contra Costa 0.013% 0.0106309% City Richmond Contra Costa 0.146% 0.1201444% City San Pablo Contra Costa 0.018% 0.0148843% city San Ramon Contra Costa 0.021% 0.0176459% City Walnut Creek Contra Costa 0.026% 0.0212132% County Del Norte County Del Norte 0.114% 0.140% 0.1189608% County El Dorado County El Dorado 0.768% 0.939% 0.7980034% city Placerville El Dorado 0.015% 0.0127642% city South Lake Tahoe El Dorado 0.081% 0.0665456% County Fresno County Fresno 1.895% 2.318% 1.9693410% City Clovis Fresno 0.065% 0.0536211% City Coalinga Fresno 0.012% 0.0098554% City Fresno Fresno 0.397% 0.3270605% City Kerman Fresno 0.005% 0.0042534'% city Kingsburg Fresno 0.008% 0.0066167% City Mendota Fresno 0.002% 0.0019387% city Orange Cove Fresno 0.004% 0.0035607% city Parlier Fresno 0.008% 0.0069755% city Reedley Fresno 0.012% 0.0098804% City Sanger Fresno 0.018% 0.0146135% City Selma Fresno 0.015% 0.0127537% County Glenn County Glenn 0.107% 0.131% 0.1116978% County Humboldt County Humboldt 1.030% 1.260% 1.0703185% 2 of 15 DocuSign Envelope ID:318D32C0-70C4-44E2-gEDE-686F1BDA7641 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage city Arcata Humboldt 0.054% 0.0447660% City Eureka Humboldt 0.117% 0.143% 0.1216284% city Fortuna Humboldt 0.032% 0.0266837% County Imperial County Imperial 0.258% 0.315% 0.2679006% City Brawley Imperial 0.011% 0.0087986% City Calexico Imperial 0.019% 0.0152799% City El Centro Imperial 0.158% 0.1302522% City Imperial Imperial 0.006% 0.0048791% County Inyo County Inyo 0.073% 0.089% 0.0754413% County Kern County Kern 2.517% 3.079% 2.6159145% city Arvin Kern 0.006% 0.0046425% city Bakersfield Kern 0.212% 0.1747198% City California City Kern 0.009% 0.0070820% City Delano Kern 0.030% 0.0249316% City McFarland Kern 0.003% 0.0025644% City Ridgeerest 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 1 0.027% 0.0219295% County Los Angeles County Los Angeles 13.896% 16.999% 14.4437559% 3of15 Uocu6ign Envelope ID 318D32GO-7OC4-44E2-9EOE-686F1BDA7641 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Alleation Classification Percentage Percentage City Agoura Hills Los Angeles 0.005% 0.0040024% City Alhambra Los Angeles 0.042% 0.0343309% City Arcadia Los Angeles 0.033% 0.0267718% City Artesia Los Angeles 0.001% 0.0005100% city Azusa Los Angeles 0.026% 0.0210857% City Baldwin Park Los Angeles 0.027% 0.0218520% city Bell Los Angeles 0.008% 0.0068783% City Bellflower Los Angeles 0.002% 0.0014485% city Bell Gardens Los Angeles 0.014% 0.0114301% city Beverly Hills Los Angeles 0.065% 0.0534897% City Burbank Los Angeles 0.100% 0.0823132% City Calabasas Los Angeles 0.006% 0.0048948% city Carson Los Angeles 0.019% 0.0159805% city Cerritos Los Angeles 0.005% 0.0039682% city Claremont Los Angeles 0.010% 0.0082584% City Commerce Los Angeles 0.000% 0.0002971% City Compton Los Angeles 0.044% 0.0361882% City Covina Los Angeles 0.028% 0.0229127% City Cudahy Los Angeles 0.001% 0.0006020% City Culver City Los Angeles 0.055% 0.0449894% City Diamond Bar Los Angeles 0.001% 0.0006993% City Downey Los Angeles 0.052% 0.0429994% city Duarte Los Angeles 0.003% 0.0027261% City El Monte Los Angeles 0.031% 0.038% 0.0318985% City El Segundo Los Angeles 0.033% 0.0268020% City Gardena Los Angeles 0.034% 0.0278088% City Glendale Los Angeles 0.166% 0.1366586% City Glendora Los Angeles 0.016% 0.0134411% City Hawaiian Gardens Los Angeles 0.005% 0.0040549% City Hawthorne Los Angeles 0.050% 0.0407833% 4of15 DocuSign Envelope ID:318D32CO-7OC4-44E2-9EOE-686F1BDA7641 APPENDIX 1 Participating .Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Alleation Classification Percentage Percentage City Hermosa Beach Los Angeles 0.018% 0.0145307% City Huntington Park Los Angeles 0.023% 0.0190667% City Inglewood Los Angeles 0.059% 0.0489195% city La Canada Flintrid e 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 La Amdale 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% Citv 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 I.os Angeles 0.031% 0.0256677% city Norwalk Los Angeles 0.031% 0.0258228% city Palmdale Los Angeles 0.046% 0.0375827% city Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483% city Pasadena Los Angeles 0.146% 0.1200524% city Pico Rivera Los Angeles 0.022% 0.0183333% City Pomona Los Angeles 0.111% 0.0911933% City Rancho Palos Verdes Los Angeles 0.002% 0.0012645% city Redondo Beach Los Angeles 0.062% 0.05069920/o city Rosemead Los Angeles 0.003% 0.0028260% 5of15 DocuSign Envelope ID:318D32Ca-7DC4-44E2-9EOE-686F18DA7641 APPENDIX l Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage City San Dimas Los Angeles 0.003% 0.0022016% City San Fernando Los Angeles 0.013% 0.0104837% City San Gabriel Los Angeles 0.018% 0.0147726% City San Marino Los Angeles 0.009% 0.0073791% City Santa Clarita Los Angeles 0.022% 0.0178167% City Santa Fe Springs Los Angeles 0.031% 0.0257531% City Santa Monica Los Angeles 0.158% 0.1298513% City Sierra Madre Los Angeles 0.006% 0.0048646% City Signal Hill Los Angeles 0.010% 0.0084884% City South El Monte Los Angeles 0.005% 0.0039603% City South Gate Los Angeles 0.020% 0.0166272% City South Pasadena Los Angeles 0.012% 0.0095334% City Temple City Los Angeles 0.005% 0.0039498% city Torrance Los Angeles 0.112% 0.0919820% City Walnut Los Angeles 0.006% 0.0047305% City West Covina Los Angeles 0.049% 0.0404521% City West Hollywood Los Angeles 0.013% 0.0108517% city Whittier Los Angeles 0.032% 0.0260581% County Madera County Madera 0.349% 0.427% 0.3630669% City Chowchilla Madera 0.012% 0.0097332% City Madera Madera 0.039% 0.0318441% County Marin County Marin 0.564% 0.690% 0.5861325% city Larkspur Marin 0.015% 0.0124697% City Mill Valley Marin 0.020% 0.0168401% city Novato Marin 0.028% 0.0229824% City San Anselmo Marin 0.009% 0.0078062% City San Rafael Marin 0.089% 0.0729823% County Mariposa County Mariposa 0.084% 0.103% 0.0876131% County Mendocino County Mendocino 0.439% 0.536% 0.4558394% City Ukiah Mendocino 0.039% 0.0317153% 6of15 DocuSfgn Envelope U 318D32C0-7OC4-44E2-9EOE-686F1BDA7641 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage County Merced County Merced 0.551% 0.674% 0.5724262% City Atwater Merced 0.024% 0.0195846% city Livingston Merced 0.006% 0.0045873% City Los Banos Merced 0.020% 0.0165142% city Merced Merced 0.061% 0.0500762% County Modoc County Modoc 0.065% 0.080% 0.0678250% County Mono County Mono 0.023% 0.029% 0.0242606% County Monterey County Monterey 0.908% 1.111% 0.9437083% city Greenfield Monterey 0.006% 0.0050552% city King City Monterey 0.005% 0.0037355% City Marina Monterey 0.017% 0.0144098% City Monterey Monterey 0.041% 0.0336540% City Pacific Grove Monterey 0.009% 0.0074842% City Salinas Monterey 0.094% 0.0776576% City Seaside Monterey 0.023% 0.0191772% City Soledad Monterey 0.007% 0.0060870% County Napa County Napa 0.288% 0.352% 0.2994325% City American Canyon Napa 0.017% 0.0136869% City Napa Napa 0.078% 0.0642783% County Nevada County Nevada 0.441% 0.539% 0.4579827% City Grass Valley Nevada 0.024% 0.0197805% 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% 7 of 15 DocuSlgn Envelope ID:318D32CO-7OC4-44E2-9EOE-686F18DA7641 APPENDIX l Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Subdivision Allcation Classification Percentage Percentage Percentage City Fountain Valley Orange 0.055% 0.0455980% City Fullerton Orange 0.137% 0.168% 0.1425744% city Garden Grove Orange 0.213% 0.1752482% City Huntington Beach Orange 0.247% 0.302% 0.2568420% City Irvine Orange 0.139% 0.170% 0.1442350% city Laguna Beach Orange 0.047% 0.058% 0.0493043% city Laguna Hills Orange 0.014% 0.0115457% city Laguna Ni mel 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% 0.01.17560% 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% 1 -[ -ity Lincoln Placer 0.031% 0.0255599% City Rocklin Placer 0.076% 0.062548.5% 8of15 DocuSign Envelope ID:318D32C0-7OC4-44E2-9EOE-686F1 BDA7641 APPENDIX 1 Participating Abatement plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Alleation Classification Percentage Percenta-c 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 Juru a 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% 0.00625000/1 County Sacramento County Sacramento 3.797% 4.645% 3.9465887% 9of15 DocuSign Envelope ID:318D32CO-7OC4-44E2-9EOE-686F1 BOA7641 APPENDIX l Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Alleation Classification Pereenta,e Percentage City Citrus Heights Sacramento 0.057% 0.0465312% City Elk Grove Sacramento 0.130% 0.1066994% City Folsom Sacramento 0.108% 0.0890850% city Galt Sacramento 0.017% 0.0143704% City Rancho Cordova Sacramento 0.008% 0.0067679% City Sacramento Sacramento 0.721% 0.882% 0.7496530% County San Benito County San Benito 0.106% 0.130% 0.1101417% City Hollister San Benito 0.027% 0.0225355% County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% City Adelanto San Bernardino 0.008% 0.0066640% City Apple Valley San Bernardino 0.025% 0.0207360% City Barstow San Bernardino 0.015% 0.0122056% city Chino San Bernardino 0.064% 0.0525893% City Chino Hills San Bernardino 0.001% 0.0006388% City Colton San Bernardino 0.031% 0.0253443% City Fontana San Bernardino 0.112% 0.0920543% city Grand Terrace San Bernardino 0.006% 0.0051051% City Hesperia San Bernardino 0.035% 0.0291522% City Highland San Bernardino 0.004% 0.0029061% City Loma Linda San Bernardino 0.009% 0.0071188% City Montclair San Bernardino 0.039% 0.0322108% City Ontario San Bernardino 0.179% 0.1472934% City Rancho Cucamonga San Bernardino 0.084% 0.0689431% City Redlands San Bernardino 0.057% 0.0469150% City Rialto San Bernardino 0.073% 0.0603206% City San Bernardino San Bernardino 0.178% 0.1461880% City Twentynine Palms San Bernardino 0.002% 0.0012605% City Upland San Bernardino 0.052% 0.0424460% City Victorville San Bernardino 0.033% 0.0269400% city Yucaipa San Bernardino 0.016% 0.0128772% 10of15 DocuSign Envelope ID:318D32C0-70C4-44E2-9EOE-686F1dDA7641 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Alleation Classification Percentage Percentage 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% 11 of 15 DocuSign Envelope ID:318D32G0-7DG4-04E2-9E0E-686F1BDA7641 iWPENDIX I Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Subdivision Allcation Percentage Classification Percentage Percentage City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881% City Morro Bay San Luis Obispo 0.020% 0.0160922% City San Luis Obispo San Luis Obispo 0.077% 0.0637841% County San Mateo County San Mateo 1.074% 1.313% 1.1159599% City Belmont San Mateo 0.021% 0.0169860% City Burlingame San Mateo 0.019% 0.0152537% City Daly City San Mateo 0.044% 0.0363880% City East Palo Alto San Mateo 0.013% 0.0103982% City Foster City San Mateo 0.020% 0.0166101% city Half Moon Bay San Mateo 0.004% 0.0031638% City Hillsborough San Mateo 0.013% 0.0110029% City Menlo Park San Mateo 0.015% 0.0126209% City Millbrae San Mateo 0.013% 0.0105836% City Pacifica San Mateo 0.016% 0.0130625% city Redwood City San Mateo 0.056% 0.0463511% city San Bruno San Mateo 0.021% 0.0172161% City San Carlos San Mateo 0.013% 0.0108885% City San Mateo San Mateo 0.052% 0.0425841% city South San Francisco San Mateo 0.043% 0.0353943% County Santa Barbara County Santa Barbara 1.132% 1.385% 1.1768968% City Carpinteria Santa Barbara 0.001% 0.0008938% City Goleta Santa Barbara 0.004% 0.0028969% City Lompoc Santa Barbara 0.047% 0.0389379% City Santa Barbara Santa Barbara 0.122% 0.1004559% City Santa Maria Santa Barbara 0.058% 0.0479179% County Santa Clara County Santa Clara 2.404% 2.941% 2.4987553% City Campbell Santa Clara 0.014% 0.0112566% City Cupertino Santa Clara 0.008% 0.0066824% city Gilroy Santa Clara 0.025% 0.0202891% 12 of 15 DocuSign Envelope ID:318D32C0-7OC4-44E2-9EOE-b86F1BDA7641 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision Countv Percentage Subdivision Allcation Classification Percents,,e Percentage city Los Altos Santa Clara 0.013% 0.0103338% city Los Gatos Santa Clara 0.013% 0.0103220% City Milpitas Santa Clara 0.036% 0.0298120% City Moran 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 Hcaldsburg Sonoma 0.032% 0.0266929% City Petaluma Sonoma 0.081% 0.0667507% 13 of 15 DocuSign Envelope ID 318D32C0-70C4-44E2-9E0E-686F1BDA7641 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision Countv Percentage Subdivision Allcation Classification Percents a Percentage city Rohnert Park Sonoma 0.041% 0.0340759% City Santa Rosa Sonoma 0.184% 0.1519070% City Sonoma Sonoma 0.022% 0.0183438% City Windsor Sonoma 0.016% 0.0129298% County Stanislaus County Stanislaus 1.722% 1.4182273% City Ceres Stanislaus 0.041% 0.0340260% city Modesto Stanislaus 0.217% 0.1788759% City Newman Stanislaus 0.006% 0.0046964% City Oakdale Stanislaus 0.018% 0.0145531% City Patterson Stanislaus 0.015% 0.0126590% City Riverbank Stanislaus 0.010% 0.0085699% City Turlock Stanislaus 0.065% 0.0531966% County Sutter County Sutter 0.306% 0.374% 0.3179548% s 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% r 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% 14of15 DocuSign Envelope ID:318D32C0-70C4-44E2-9EOE-686F1BDA7641 APPENDIX 1 Participating lbatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage city Oxnard Ventura 0.156% 0.190% 0.1617338% city Port Hueneme Ventura 0.021% 0.0174145% city San Buenaventura(Ventura) Ventura 0.085% 0.0702181% City Santa Paula Ventura 0.014% 0.0119072% city Simi Valley Ventura 0.065% 0.0533043% City Thousand Oaks Ventura 0.022% 0.0179902% County Yolo County Yolo 0.357% 0.437% 0.3713319% City Davis Yolo 0.055% 0.0451747% City West Sacramento Yolo 0.066% 0.0544321% City Woodland Yolo 0.058% 0.0477904% County Yuba County Yuba 0.214% 0.262% 0.2225679% City Marysville Yuba 0.014% 0.0112079% 15of15 DocuSign Envelope ID:318D32CD-70C4-44E2-9EOE-686F1BDA7641 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 paid or incurred(i)prior to July 21, 2021 in litigation against any Opioid Defendant and/or(ii) in negotiating and drafting this CA Janssen Allocation Agreement. 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 X and Exhibit R of the Distributor Settlement Agreement or Section XI and Exhibit R of the Janssen Settlement Agreement,have been finally determined under the provisions of those agreements, whichever comes first. e) 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 a National Opioid Settlement with Distributors, Johnson& Johnson,and others. b) Claims Procedure. i. If a Plaintiff Subdivision is eligible to seek reimbursement of Costs, in whole or in part,from funds available under 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 1 DocuSign Envelope ID:318D32CO-7OC4-44E2-9EOE-686F1BDA7641 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 reconsideration,to seek review in the Superior Court of California,pursuant to Code of Civil Procedure, section 1285,where the Statc 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 VI.B.2 of the Janssen Agreement. vii. A member of the Plaintiff Subdivision Committee, which is a CA Participating Subdivision,will submit to the Settlement Fund Administrator and Janssen a report 2 DocuSign Envelope ID:318D32C0-7OC4-44E2-9EOE-686F1BDA7641 of the fees and expenses incurred by the Special Master pursuant to Section VIR2 of the Janssen Agreement. c) Claims Priority and Limitation. i. 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 Distributor Settlement Agreement and the Janssen Settlement Agreement be used to pay Costs. d) Collateral Source Payments and Third-Party Settlement. i. 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. 3 DocuSign Envelope ID:318D32CO-70C4-44E2-9EOE-686F1BDA7641 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 I a i 4 DocuSign Envelope ID:318032CO-7OC4-44E2-9EOE-686F1BDA7641 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 Janssen 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 Janssen Settlement Agreement. Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Janssen Settlement Agreement and CA Janssen Allocation Agreement,as well as any other limitations imposed by law, use funds that it receives from the Janssen 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 Distributors Settlement. [COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Janssen 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 Janssen 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 Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Distributor Settlement 1. Introduction Pursuant to the Distributor Settlement Agreement, dated as of July 21,2021, and any revision thereto (the"Distributor Settlement Agreement"), including Section V and Exhibit O,the State of California proposes this agreement(the"CA Distributor Allocation Agreement')to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections IV and V of the Distributor Settlement Agreement.' For the avoidance of doubt,this agreement does not apply to payments made pursuant to Sections IX or X of the Distributor Settlement Agreement. Pursuant to Exhibit O,Paragraph 4, of the Distributor Settlement Agreement,acceptance of this CA Distributor Allocation Agreement is a requirement to be an Initial Participating Subdivision. 2. Definitions a) CA Participating Subdivision means a Participating Subdivision that is also (a)a Plaintiff Subdivision and/or(b)a Primary Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts)and/or Exhibit I to the Distributor Settlement Agreement. b) Janssen Settlement Agreement means the Janssen Settlement Agreement dated July 21,2021,and any revision thereto. c) Litigating Special District means a school district, fire protection district,health authority,health plan, or other special district that has filed a lawsuit against an Opioid Defendant. 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, and LA Care Health Plan. d) Plaintiff Subdivision means a Subdivision located in California,other than a 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. ' A parallel but separate agreement(the"CA Janssen Allocation Agreement')will govern the allocation, distribution, and use of settlement fund payments under the Janssen Settlement Agreement. An eligible Subdivision may elect to participate in either the Distributor Settlement or the Janssen Settlement,or in both. 1 e) Opioid Defendant means any defendant(including but not limited to 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 Distributor Settlement Agreement, as well as applicable law, and the Distributor Settlement Agreement governs over any inconsistent provision of this CA Distributor Allocation Agreement. Terms used in this CA Distributor Allocation Agreement have the same meaning as in the Distributor Settlement Agreement unless otherwise defined herein. Pursuant to Section V(D)(1)of the Distributor Settlement Agreement,(a)all Settlement Fund payments will be used for Opioid Remediation,except as allowed by Section V(13)(2)of the Distributor 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,2 pursuant to the Distributor 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 Distributor Allocation Agreement, and 15%of that total shall be allocated to the State of California(the"State of California Allocation"), 70%to the California Abatement Accounts Fund("CA Abatement Accounts Fund"), and 15%to the California Subdivision Fund("CA Subdivision Fund"). A. State of California Allocation Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by the State for future Opioid Remediation. B. CA Abatement Accounts Fund i. Allocation of CA Abatement Accounts Funds a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be 2 For purposes of clarity,use of the term"California"refers to the geographic territory of California and the state and its local governments therein. The term"State"or"State of California"refers to the State of California as a governmental unit. 2 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, 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 Distributor 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 Distributor Allocation Agreement,the Cities of Los Angeles, Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions. e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision. f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Distributor Settlement Agreement and this CA Distributor 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. 3 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 Distributor 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 Distributor Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures, or otherwise work in collaboration with, federal, state, local,tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund.Further,provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Distributor Settlement Agreement and this CA Distributor 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. 4 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 Distributor Settlement Agreement and this CA Distributor Allocation Agreement. b) If DHCS determines that a CA Participating Subdivision's use of CA Abatement Accounts Funds is inconsistent with the Distributor Settlement Agreement or this CA Distributor 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 Distributor Settlement Agreement or this CA Distributor Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought,as to a specific expenditure of funds, more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement. e) Notwithstanding the foregoing,this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities,or to pursue administrative,civil, or criminal enforcement actions. C. CA Subdivision Fund i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Distributor Settlement Agreement and this CA Distributor 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. 5 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 Initial 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 Initial 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 Distributor Settlement Agreement and, if applicable,the Janssen 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(R), of the Distributor 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 Distributor Settlement, and if applicable,the Janssen 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 counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Distributor Settlement Agreement and, if applicable,the Janssen 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 6 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 Distributor Settlement Agreement and this CA Distributor 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 Distributor Settlement Agreement and this CA Distributor 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 Distributor Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and the Distributors. 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. 7 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 Distributor 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 Distributor Settlement Agreement,this CA Distributor 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 Distributor Allocation Agreement, if any provision of this agreement or the application thereof to any person,entity, or circumstance shall,to any extent,be invalid or unenforceable,the remainder of this agreement,or the application of such provision to persons,entities,or circumstances other than those as to which it is invalid or unenforceable,will not be affected thereby, and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the Distributor Settlement Agreement,this agreement shall be governed by and interpreted in accordance with the laws of California. 8 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—Distributor 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 4.13.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 4.13. 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. APPENDIX 1 100.000% 100.000% 100.000% Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage County Alameda County Alameda 2.332% 2.853% 2.4237952% City Alameda Alameda 0.069% 0.0570162% City Albany Alameda 0.013% 0.0107768% City Berkeley Alameda 0.152% 0.1249656% City Dublin Alameda 0.033% 0.040% 0.0338810% City Emeryville Alameda 0.023% 0.0185765% City Fremont Alameda 0.108% 0.0888576% City Hayward Alameda 0.117% 0.0966218% City Livermore Alameda 0.054% 0.0446740% City Newark Alameda 0.026% 0.0217626% City Oakland Alameda 0.486% 0.595% 0.5055601% City Piedmont Alameda 0.014% 0.0114064% City Pleasanton Alameda 0.067% 0.0554547% City San Leandro Alameda 0.039% 0.0321267% City Union City Alameda 0.043% 0.0352484% County Amador County Amador 0.226% 0.277% 0.2349885% County Butte County Butte 1.615% 1.975% 1.6783178% City Chico Butte 0.216% 0.264% 0.2246499% City Oroville Butte 0.079% 0.0646595% County Calaveras County Calaveras 0.226% 0.277% 0.2351644% County Colusa County Colusa 0.059% 0.0489221% County Contra Costa County Contra Costa 2.102% 2.571% 2.1844585% City Antioch Contra Costa 0.037% 0.0301879% City Brentwood Contra Costa 0.026% 0.0215339% City Clayton Contra Costa 0.002% 0.0018060% City Concord Contra Costa 0.055% 0.0456676% City Danville Contra Costa 0.010% 0.0082255% City E1 Cerrito Contra Costa 0.023% 0.0189024% City Hercules Contra Costa 0.010% 0.0078273% 1 of 15 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage 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 Count Del Norte 0.1 14% 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 Count Fresno 1.895% 2.318% 1.9693410% City Clovis Fresno 0.065% 0.0536211% City Coalinga Fresno 0.012% 0.0098554% City Fresno Fresno 0.397% 0.3270605% City Kerman Fresno 0.005% 0.0042534% Cit 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% Cit Reedley Fresno 0.012% 0.0098804% City Sanger Fresno 0.018% 0.0146135% City Selma Fresno 0.015% 0.0127537% County Glenn Count Glenn 0.107% 0.131% 0.1116978% County Humboldt County Humboldt 1.030% 1.260% 1.0703185% 2 of 15 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage City Arcata Humboldt 0.054% 0.0447660% City Eureka Humboldt 0.117% 0.143% 0.1216284% City Fortuna Humboldt 0.032% 0.0266837% County Imperial County Imperial 0.258% 0.315% 0.2679006% City Brawley Imperial 0.01 1% 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 Kern 0.009% 0.0070820% Cit Delano Kern 0.030% 0.0249316% City McFarland Kern 0.003% 0.0025644% City Rid ecrest 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 Count 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 Count 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 Count Los Angeles 13.896% 16.999% 14.4437559% 3of15 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage City Agoura Hills Los Angeles 0.005% 0.0040024% City Alhambra Los Angeles 0.042% 0.0343309% City Arcadia Los Angeles 0.033% 0.0267718% City Artesia Los Angeles 0.001% 0.0005100% City Azusa Los Angeles 0.026% 0.0210857% City Baldwin Park Los Angeles 0.027% 0.0218520% City Bell Los Angeles 0.008% 0.0068783% City Bellflower Los Angeles 0.002% 0.0014485% City Bell Gardens Los Angeles 0.014% 0.0114301% City Beverly Hills Los Angeles 0.065% 0.0534897% City Burbank Los Angeles 0.100% 0.0823132% City Calabasas Los Angeles 0.006% 0.0048948% city Carson Los Angeles 0.019% 0.0159805% City Cerritos Los Angeles 0.005% 0.0039682% City Claremont Los Angeles 0.010% 0.0082584% City Commerce Los Angeles 0.000% 0.0002971% City Compton Los Angeles 0.044% 0.0361882% City Covina Los Angeles 0.028% 0.0229127% Cit 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 Se undo Los Angeles 0.033% 0.0268020% city Gardena Los Angeles 0.034% 0.0278088% Cit 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% 4 of 15 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage City Hermosa Beach Los Angeles 0.018% 0.0145307% City Huntington Park Los Angeles 0.023% 0.0190667% City Inglewood Los Angeles 0.059% 0.0489195% City La Canada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971% City La Mirada Los Angeles 0.010% 0.0081572% City Lancaster Los Angeles 0.045% 0.0369689% City La Puente Los Angeles 0.002% 0.0012999% City La Verne Los Angeles 0.024% 0.0194190% City Lawndale Los Angeles 0.002% 0.0017731% City Lomita Los Angeles 0.004% 0.0031940% City Long Beach Los Angeles 0.439% 0.3614151% city Los Angeles Los Angeles 2.715% 3.321% 2.8218811% City Lynwood Los Angeles 0.016% 0.0134345% City Malibu Los Angeles 0.002% 0.0019269% City Manhattan Beach Los Angeles 0.032% 0.0260686% City Maywood Los Angeles 0.004% 0.0035528% City Monrovia Los Angeles 0.031% 0.0254455% City Montebello Los Angeles 0.030% 0.0250670% City Monterey Park Los Angeles 0.031% 0.0256677% City Norwalk Los Angeles 0.031% 0.0258228% City Palmdale Los Angeles 0.046% 0.0375827% City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483% City Pasadena Los Angeles 0.146% 0.1200524% City Pico Rivera Los Angeles 0.022% 0.0183333% City Pomona Los Angeles 0.1 11% 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 APPENDIX 1 Participating Plaintiff Weighted Subdivision Participating Subdivision County Abatement Subdivision Allcation Classification Percentage Percentage Percentage City San Dimas Los Angeles 0.003% 0.0022016% City San Fernando Los Angeles 0.013% 0.0104837% City San Gabriel Los Angeles 0.018% 0.0147726% City San Marino Los Angeles 0.009% 0.0073791% City Santa Clarita Los Angeles 0.022% 0.0178167% City Santa Fe Springs Los Angeles 0.031% 0.0257531% City Santa Monica Los Angeles 0.158% 0.1298513% City Sierra Madre Los Angeles 0.006% 0.0048646% City Signal Hill Los Angeles 0.010% 0.0084884% City South El Monte Los Angeles 0.005% 0.0039603% City South Gate Los Angeles 0.020% 0.0166272% City South Pasadena Los Angeles 0.012% 0.0095334% City Temple City Los Angeles 0.005% 0.0039498% City Torrance Los Angeles 0.112% 0.0919820% City Walnut Los Angeles 0.006% 0.0047305% City West Covina Los Angeles 0.049% 0.0404521% Cit West Hollywood Los Angeles 0.013% 0.0108517% City Whittier Los Angeles 0.032% 0.0260581% County Madera County Madera 0.349% 0.427% 0.3630669% City Chowchilla Madera 0.012% 0.0097332% City Madera Madera 0.039% 0.0318441% County Marin County Marin 0.564% 0.690% 0.5861325% city Larkspur Marin 0.015% 0.0124697% City Mill Valley Marin 0.020% 0.0168401% Cit 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% 6 of 15 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage County Merced County Merced 0.551% 0.674% 0.5724262% City Atwater Merced 0.024% 0.0195846% City Livingston Merced 0.006% 0.0045873% City Los Banos Merced 0.020% 0.0165142% City Merced Merced 0.061% 0.0500762% County Modoc County Modoc 0.065% 0.080% 0.0678250% County Mono County Mono 0.023% 0.029% 0.0242606% County Monterey County Monterey 0.908% 1.1 1 1% 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 Count Napa 0.288% 0.352% 0.2994325% Cit 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% Cit 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% 7 of 15 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percents e 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% Cit 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 Count 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% 8 of 15 APPENDIX 1 Participating Plaintiff Weighted Subdivision Participating Subdivision County Abatement Subdivision 111cation Classification Percentage Percentage Percentage City Roseville Placer 0.196% 0.1616559% County Plumas County Plumas 0.205% 0.251% 0.2128729% County Riverside County Riverside 4.534% 5.547% 4.7128296% City Banning Riverside 0.017% 0.0143848% City Beaumont Riverside 0.021% 0.0171135% City Blythe Riverside 0.012% 0.0096714% City Canyon Lake Riverside 0.000% 0.0001761% City Cathedral City Riverside 0.067% 0.0553614% City Coachella Riverside 0.021% 0.0173054% City Corona Riverside 0.147% 0.1207083% City Desert Hot Springs Riverside 0.024% 0.0200433% City Eastvale Riverside 0.000% 0.0002747% City Hemet Riverside 0.051% 0.0421792% City Indio Riverside 0.056% 0.0457794% City Juru a 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 Coun(y Sacramento 3.797% 4.645% 3.9465887% 9 of 15 APPENDIX 1 Participating Plaintiff NN ei0-hted Abatement Subdivision Participating Subdivision County Percentage Subdivision Uleation Classification Percentage Percentage =e City Citrus Heights Sacramento 0.057% 0.0465312% city Elk Grove Sacramento 0.130% 0.1066994% city Folsom Sacramento 0.108% 0.0890850% City Galt Sacramento 0.017% 0.0143704% City Rancho Cordova Sacramento 0.008% 0.0067679% City Sacramento Sacramento 0.721% 0.882% 0.7496530% County San Benito County San Benito 0.106% 0.130% 0.1101417% city Hollister San Benito 0.027% 0.0225355% County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% city Adelanto San Bernardino 0.008% 0.0066640% city Apple Valley San Bernardino 0.025% 0.0207360% City Barstow San Bernardino 0.015% 0.0122056% City Chino San Bernardino 0.064% 0.0525893% city Chino Hills San Bernardino 0.001% 0.0006388% City Colton San Bernardino 0.031% 0.0253443% city Fontana San Bernardino 0.112% 0.0920543% city Grand Terrace San Bernardino 0.006% 0.0051051% city Hesperia San Bernardino 0.035% 0.0291522% city Highland San Bernardino 0.004% 0.0029061% city Loma Linda San Bernardino 0.009% 0.0071188% city Montclair San Bernardino 0.039% 0.0322108% Ci 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% Ci 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% 10 of 15 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Alleation Classification Percentage Percentage City Yucca Valley San Bernardino 0.0031% 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 E1 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% Cit 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% Cit 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% 11 of 15 APPENDIX 1 Participating Plaintiff Weighted Subdivision Participating Subdivision County Percentage Percentage Subdivision Allcation Classification Percentage Percentage city F.l Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% city Grover Beach San Luis Obispo 0.017% 0.0137881% city Morro Bay San Luis Obispo 0.020% 0.0160922% city San Luis Obispo San Luis Obispo 0.077% 0.0637841% County San Mateo County San Mateo 1.074% 1.313% 1.1159599% Ci Belmont San Mateo 0.021% 0.0169860% city Burlingame San Mateo 0.019% 0.0152537% city Daly City San Mateo 0.044% 0.0363880% city East Palo Alto San Mateo 0.013% 0.0103982% City Foster City San Mateo 0.020% 0.0166101% City Half Moon Bay San Mateo 0.004% 0.0031638% City Hillsborough San Mateo 0.013% 0.0110029% City Menlo Park San Mateo 0.015% 0.0126209% Ci 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% CountN 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 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percenta a Percentage City Los Altos Santa Clara 0.013% 0.0103338% City Los Gatos Santa Clara 0.013% 0.0103220% City Milpitas Santa Clara 0.036% 0.0298120% City Morgan Hill Santa Clara 0.015% 0.0124619% City Mountain View Santa Clara 0.041% 0.0334608% City Palo Alto Santa Clara 0.039% 1 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 Ca itola Santa Cruz 0.020% 0.0168191% C ity Santa Cruz Santa Cruz 0.143% 0.1180348% Cit Scotts Valley Santa Cruz 0.015% 0.0126525% city Watsonville Santa Cruz 0.063% 0.0520136% County Shasta Count 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 Siski ou Count Siski ou 0.228% 0.279% 0.2373393% County Solano County Solano 0.760% 0.6260795% Cit 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% Cit 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% c ity Petaluma Sonoma 0.081% 0.0667507% 13 of 15 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage City Rohnert Park Sonoma 0.041% 0.0340759`% City Santa Rosa Sonoma 0.184% 0.1519070% City Sonoma Sonoma 0.022% 0.0183438% City Windsor Sonoma 0.016% 0.0129298% County Stanislaus County Stanislaus 1.722% 1.4182273% City Ceres Stanislaus 0.041% 0.0340260% City Modesto Stanislaus 0.217% 0.1788759% City Newman Stanislaus 0.006% 0.0046964% City Oakdale Stanislaus 0.018% 0.0145531% City Patterson Stanislaus 0.015% 0.0126590% City Riverbank Stanislaus 0.010% 0.0085699% City Turlock Stanislaus 0.065% 0.0531966% County Sutter County Sutter 0.306% 0.374% 0.3179548% Cit 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 Count Trinity 0.082% 0.101% 0.0855476% County Tulare Count 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% Cit 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 APPENDIX I Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision Counth Percentage Subdivision Allcation Classification Percentage Percentage City Oxnard Ventura 0.156% 0.190% 0.1617338% City Port Hueneme Ventura 0.021% 0.0174145% City San Buenaventura(Ventura) Ventura 0.085% 0.0702181% City Santa Paula Ventura 0.014% 0.0119072% City Simi Valley Ventura 0.065% 0.0533043% City Thousand Oaks Ventura 0.022% 0.0179902% County Yolo County Yolo 0.357% 0.437% 0.3713319% City Davis Yolo 0.055% 0.0451747% City West Sacramento Yolo 0.066% 0.0544321% City Woodland Yolo 0.058% 0.0477904% County Yuba Count Yuba 0.214% 0.262% 0.2225679% City Marysville Yuba 0.014% 0.0112079% 15 of 15 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 paid or incurred(i)prior to July 21,2021 in litigation against any Opioid Defendant and/or(ii) in negotiating and drafting this CA Distributor Allocation Agreement. 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 X and Exhibit R of the Distributor Settlement Agreement or Section XI and Exhibit R of the Janssen 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 a National Opioid Settlement with Distributors,Johnson& Johnson,and others. b) Claims Procedure. i. If a Plaintiff Subdivision is eligible to seek reimbursement of Costs, in whole or in part, from funds available under 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 1 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 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.13.2 of the Distributor Agreement. vii. A member of the Plaintiff Subdivision Committee,which is a CA Participating Subdivision,will submit to the Settlement Fund Administrator and the Distributors a 2 report of the fees and expenses incurred by the Special Master pursuant to Section V.13.2 of the Distributor Agreement. c) Claims Priority and Limitation. i. 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 Distributor Settlement Agreement and the Janssen Settlement Agreement be used to pay Costs. d) Collateral Source Payments and Third-Party Settlement. i. 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. 3 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. 4 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 Distributors 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,Expenses and Costs)of the Distributor Settlement Agreement. Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Distributor Settlement Agreement and CA Distributor Allocation Agreement, as well as any other limitations imposed by law, use funds that it receives from the Distributor 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 Distributors Settlement. [COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Distributor 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 Distributor 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] Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Janssen Settlement 1. Introduction Pursuant to the Janssen Settlement Agreement,dated as of July 21,2021, and any revision thereto(the"Janssen Settlement Agreement"), including Section VI and Exhibit O,the State of California proposes this agreement(the"CA Janssen Allocation Agreement")to govern the allocation,distribution, and use of Settlement Fund payments made to California pursuant to Sections V and VI of the Janssen Settlement Agreement.' For the avoidance of doubt,this agreement does not apply to payments made pursuant to Sections X or XI of the Janssen Settlement Agreement. Pursuant to Exhibit O,Paragraph 4,of the Janssen Settlement Agreement, acceptance of this CA Janssen Allocation Agreement is a requirement to be an Initial Participating Subdivision. 2. Definitions a) CA Participating Subdivision means a Participating Subdivision that is also(a)a Plaintiff Subdivision and/or(b)a Primary Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts)and/or Exhibit I to the Janssen Settlement Agreement. b) Distributor Settlement Agreement means the Distributor Settlement Agreement dated July 21,2021,and any revision thereto. c) 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, and LA Care Health Plan. d) PlaintiffSubdivision 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. e) Opioid Defendant means any defendant(including but not limited to Johnson& Johnson,Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health,Inc., A parallel but separate agreement(the"CA Distributor Allocation Agreement")will govern the allocation, distribution,and use of settlement fund payments under the Distributor Settlement Agreement. An eligible Subdivision may elect to participate in either the Distributor Settlement or the Janssen Settlement, or in both. 1 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 Janssen Settlement Agreement, as well as applicable law, and the Janssen Settlement Agreement governs over any inconsistent provision of this CA Janssen Allocation Agreement. Terms used in this CA Janssen Allocation Agreement have the same meaning as in the Janssen Settlement Agreement unless otherwise defined herein. Pursuant to Section VI(D)(1)of the Janssen Settlement Agreement,(a)all Settlement Fund payments will be used for Opioid Remediation, except as allowed by Section VI(B)(2)of the Janssen 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,2 pursuant to the Janssen 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 Janssen Allocation Agreement,and 15%of that total shall be allocated to the State of California(the"State of California Allocation"), 70%to the California Abatement Accounts Fund("CA Abatement Accounts Fund"), and 15%to the California Subdivision Fund("CA Subdivision Fund"). A. State of California Allocation Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by the State for future Opioid Remediation. B. CA Abatement Accounts Fund i. Allocation of CA Abatement Accounts Funds a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No.2804),as adjusted to reflect only those cities and counties that are eligible,based on population or litigation status,to become a CA Participating Subdivision. The percentage from the CA 2 For purposes of clarity,use of the term"California"refers to the geographic territory of California and the state and its local governments therein. The term"State"or"State of California"refers to the State of California as a governmental unit. 2 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 Janssen 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 Janssen Allocation Agreement,the Cities of Los Angeles,Oakland, San Diego, San Jose and Eureka will be deemed to have elected direct payment if they become Participating Subdivisions. e) The State will receive the Local Allocation share of any payment to the Settlement I and 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 Janssen Settlement Agreement and this CA Janssen 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. 3 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 Janssen 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 Janssen Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures,or otherwise work in collaboration with, federal, state, local,tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund. Further,provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Janssen Settlement Agreement and this CA Janssen 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. 4 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 Janssen Settlement Agreement and this CA Janssen Allocation Agreement. b) If DHCS determines that a CA Participating Subdivision's use of CA Abatement Accounts Funds is inconsistent with the Janssen Settlement Agreement or this CA Janssen 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 Janssen Settlement Agreement or this CA Janssen Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds,more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement. e) Notwithstanding the foregoing,this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities, or to pursue administrative, civil,or criminal enforcement actions. C. CA Subdivision Fund i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Janssen Settlement Agreement and this CA Janssen 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. 5 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 Initial 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 Initial 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 Janssen Settlement Agreement and, if applicable,the Distributor 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(R), of the Janssen 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 Janssen Settlement,and if applicable, the Distributor 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 counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Janssen Settlement Agreement and, if applicable,the Distributor 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 6 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 Janssen Settlement Agreement and this CA Janssen 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 Janssen Settlement Agreement and this CA Janssen Allocation Agreement. Among other things,Plaintiff Subdivisions using monies from the CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report,the amount and how such funds were used, including if used to pay attorneys' fees, investigation costs,or litigation costs. Pursuant to Section VI(B)(2)of the Janssen Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and Janssen. 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. 7 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 Janssen 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 Janssen Settlement Agreement,this CA Janssen 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 Janssen Allocation Agreement, if any provision of this agreement or the application thereof to any person,entity,or circumstance shall,to any extent,be invalid or unenforceable,the remainder of this agreement,or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable,will not be affected thereby, and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the Janssen Settlement Agreement,this agreement shall be governed by and interpreted in accordance with the laws of California. 8 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—Janssen 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 4.13.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 4.13. 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"1001/6"refers to one- hundred percent(100%)of the combined and weighted allocation of the Abatement Percentage and the Plaintiff Subdivision Percentage. APPENDIX 1 100.000% 100.000% 100.000% Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage County Alameda County Alameda 2.332% 2.853% 2.4237952% City Alameda Alameda 0.069% 0.0570162% City Albany Alameda 0.013% 0.0107768% City Berkeley Alameda 0.152% 0.1249656% City Dublin Alameda 0.033% 0.040% 0.0338810% City Emeryville Alameda 0.023% 0.0185765% City Fremont Alameda 0.108% 0.0888576% City Hayward Alameda 0.117% 0.0966218% City Livermore Alameda 0.054% 0.0446740% City Newark Alameda 0.026% 0.0217626% City Oakland Alameda 0.486% 0.595% 0.5055601% City Piedmont Alameda 0.014% 0.0114064% City Pleasanton Alameda 0.067% 0.0554547% City San Leandro Alameda 0.039% 0.0321267% City Union City Alameda 0.043% 0.0352484% County Amador County Amador 0.226% 0.277% 0.2349885% County Butte County Butte 1.615% 1.975% 1.6783178% City Chico Butte 0.216% 0.264% 0.2246499% City Oroville Butte 0.079% 0.0646595% County Calaveras County Calaveras 0.226% 0.277% 0.2351644% County Colusa County Colusa 0.059% 0.0489221% County Contra Costa Count 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 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage 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 0.1 14% 0.140% 0.1189608% County El Dorado County E1 Dorado 0.768% 0.939% 0.7980034% City Placerville El Dorado 0.015% 0.0127642% City South Lake Tahoe El Dorado 0.081% 0.0665456% County Fresno County Fresno 1.895% 2.318% 1.9693410% City Clovis Fresno 0.065% 0.0536211% City Coalinga Fresno 0.012% 0.0098554% City Fresno Fresno 0.397% 0.3270605% City Kerman Fresno 0.005% 0.0042534% City Kingsburg Fresno 0.008% 0.0066167% Cit 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% Cit 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 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage City Arcata Humboldt 0.054% 0.0447660% City Eureka Humboldt 0.117% 0.143% 0.1216284% City Fortuna Humboldt 0.032% 0.0266837% County Imperial County Imperial 0.258% 0.315% 0.2679006% City Brawley Imperial 0.01 1% 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 Kern 0.009% 0.0070820% City Delano Kern 0.030% 0.0249316% city McFarland Kern 0.003% 0.0025644% City Rid ecrest 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 Count 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%-T14.4437559-Y'2'jl 3of15 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision Count- Percentage Subdivision Allcation Classification Percentage Percentage City Agoura 1 lills Los Angeles 0.005% 0.0040024% City Alhambra Los Angeles 0.042% 0.0343309% City Arcadia Los Angeles 0.033% 0.0267718% City Artesia Los Angeles 0.001% 0.0005100% City Azusa Los Angeles 0.026% 0.0210857% City Baldwin Park Los Angeles 0.027% 0.0218520% City Bell Los Angeles 0.008% 0.0068783% City Bellflower Los Angeles 0.002% 0.0014485% City Bell Gardens Los Angeles 0.014% 0.0114301% 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% Cit Cerritos Los Angeles 0.005% 0.0039682% City Claremont Los Angeles 0.010% 0.0082584% city Commerce Los Angeles 0.000% 0.0002971% city Compton Los Angeles 0.044% 0.0361882% Cit 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 EI Se undo Los Angeles 0.033% 0.0268020% Cit 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% 4 of 15 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision Counh Percentage Subdivision Allcation Classification Percentage Percentage City Hermosa Beach Los Angeles 0.018% 0.0145307% City Huntington Park Los Angeles 0.023% 0.0190667% City Inglewood Los Angeles 0.059% 0.0489195% City La Canada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971% City La Mirada Los Angeles 0.010% 0.0081572% City Lancaster Los Angeles 0.045% 0.0369689% City La Puente Los Angeles 0.002% 0.0012999% City La Verne Los Angeles 0.024% 0.0194190% City Lawndale Los Angeles 0.002% 0.0017731% City Lomita Los Angeles 0.004% 0.0031940% City Long Beach Los Angeles 0.439% 0.3614151% City Los Angeles Los Angeles 2.715% 3.321% 2.8218811% 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% Cit 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 0.01 1% 0.0091483% City Pasadena Los Angeles 0.146% 0.1200524% City Pico Rivera Los Angeles 0.022% 0.0183333% City Pomona Los Angeles 0.111% 0.0911933% City Rancho Palos Verdes Los Angeles 0.002% 0.0012645% City Redondo Beach Los Angeles 0.062% 0.0506992% City Rosemead Los Angeles 0.003% 0.0028260% 5of15 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Alication Classification Percentage Percentage City San Dimas Los Angeles 0.003% 0.0022016% City San Fernando Los Angeles 0.013% 0.0104837% City San Gabriel Los Angeles 0.018% 0.0147726% City San Marino Los Angeles 0.009% 0.0073791% City Santa Clarita Los Angeles 0.022% 0.0178167% City Santa Fe Springs Los Angeles 0.031% 0.0257531% City Santa Monica Los Angeles 0.158% 0.1298513% City Sierra Madre Los Angeles 0.006% 0.0048646% City Signal Hill Los Angeles 0.010% 0.0084884% City South El Monte Los Angeles 0.005% 0.0039603% City South Gate Los Angeles 0.020% 0.0166272% City South Pasadena Los Angeles 0.012% 0.0095334% City Temple City Los Angeles 0.005% 0.0039498% City Torrance Los Angeles 0.1 12% 0.0919820% City Walnut Los Angeles 0.006% 0.0047305% City West Covina Los Angeles 0.049% 0.0404521% City West Hollywood Los Angeles 0.013% 0.0108517% City Whittier Los Angeles 0.032% 0.0260581% County Madera County Madera 0.349% 0.427% 0.3630669% City Chowchilla Madera 0.012% 0.0097332% City Madera Madera 0.039% 0.0318441% County Marin County Marin 0.564% 0.690% 0.5861325% Cit Larkspur Marin 0.015% 0.0124697% C ity Mill Valley Marin 0.020% 0.0168401% City Novato Marin 0.028% 0.0229824% city San Anselmo Marin 0.009% 0.0078062% Cit 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% 6 of 15 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision CountN Percentage Subdivision Allcation Classification Percentage Percentage County Merced County Merced 0.551% 0.674% 0.5724262% City Atwater Merced 0.024% 0.0195846% City Livingston Merced 0.006% 0.0045873% City Los Banos Merced 0.020% 0.0165142% City Merced Merced 0.061% 0.0500762% County Modoc County Modoc 0.065% 0.080% 0.0678250% County Mono County Mono 0.023% 0.029% 0.0242606% County Monterey County Monterey 0.908% 1.1 11% 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%7 0.0005560% 7 of 15 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage City Fountain Valley Orange 0.055% 0.0455980% City Fullerton Orange 0.137% 0.168% 0.1425744% City Garden Grove Orange 0.213% 0.1752482% City Huntington Beach Orange 0.247% 0.302% 0.2568420% City Irvine Orange 0.139% 0.170% 0.1442350% City Laguna Beach Orange 0.047% 0.058% 0.0493043% City Laguna Hills Orange 0.014% 0.0115457% City Laguna Niguel Orange 0.001% 0.0007071% City Laguna Woods Orange 0.001% 0.0006546% City La Habra Orange 0.060% 0.073% 0.0621049% City Lake Forest Orange 0.012% 0.0101249% City La Palma Orange 0.012% 0.0095439% City Los Alamitos Orange 0.008% 0.0069190% Cit 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% Cit 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% Cit 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 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage City Roseville Placer 0.196% 0.1616559% County Plumas County Plumas 0.205% 0.251% 0.2128729% County Riverside County Riverside 4.534% 5.547% 4.7128296% City Banning Riverside 0.017% 0.0143848% City Beaumont Riverside 0.021% 0.0171135% City Blythe Riverside 0.012% 0.0096714% City Canyon Lake Riverside 0.000% 0.0001761% City Cathedral City Riverside 0.067% 0.0553614% City Coachella Riverside 0.021% 0.0173054% City Corona Riverside 0.147% 0.1207083% City Desert Hot Springs Riverside 0.024% 0.0200433% City Eastvale Riverside 0.000% 0.0002747% City Hemet Riverside 0.051% 0.0421792% City Indio Riverside 0.056% 0.0457794% City Juru a Valley Riverside 0.001% 0.0008991% City Lake Elsinore Riverside 0.021% 0.0172949% City La Quinta Riverside 0.063% 0.0516732% Cit 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% Cit 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% Count Sacramento County Sacramento 3.797% 4.645% 3.9465887% 9 of 15 APPENDIX 1 Participating Plaintiff Weighted Subdivision Participating Subdivision Cou Abatement ,.e my Subdivision Allcation Classification Percentage Percentage Percentage City Citrus Heights Sacramento 0.057% 0.0465312% City Elk Grove Sacramento 0.130% 0.1066994% city Folsom Sacramento 0.108% 0.0890850% City Galt Sacramento 0.017% 0.0143704% City Rancho Cordova Sacramento 0.008% 0.0067679% city Sacramento Sacramento 0.721% 0.882% 0.7496530% County San Benito County San Benito 0.106% 0.130% 0.1101417% city Hollister San Benito 0.027% 0.0225355% County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% city Adelanto San Bernardino 0.008% 0.0066640% city Apple Valley San Bernardino 0.025% 0.0207360% City Barstow San Bernardino 0.015% 0.0122056% city Chino San Bernardino 0.064% 0.0525893% Ci 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% 10 of 15 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage 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 E1 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% Cit 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% Cit 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% II of15 APPENDIX 1 Participating 1w, Plaintiff Weighted Subdivision Participating Subdivision County Abatement Subdivision Allcation Classificatio Percentage Percentage Percentage city El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% city Grover Beach San Luis Obispo 0.017% 0.0137881% city Morro Bay San Luis Obispo 0.020% 0.0160922% city San Luis Obispo San Luis Obispo 0.077% 0.0637841% County San Mateo County San Mateo 1.074% 1.313% 1.1159599% Ci Belmont San Mateo 0.021% 0.0169860% city Burlingame San Mateo 0.019% 0.0152537% city Daly City San Mateo 0.044% 0.0363880% city East Palo Alto San Mateo 0.013% 0.0103982% Ci 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% Ci 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% Ci 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 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage City Los Altos Santa Clara 0.013% 0.0103338% City Los Gatos Santa Clara 0.013% 0.0103220% City Milpitas Santa Clara 0.036% 0.0298120% City Morgan Hill Santa Clara 0.015% 0.0124619% City Mountain View Santa Clara 0.041% 0.0334608% City Palo Alto Santa Clara 0.039% 0.0323080% City San Jose Santa Clara 0.294% 0.360% 0.3054960% City Santa Clara Santa Clara 0.067% 0.0549723% 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 Ca itola 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 Count 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 Siski ou County Siski ou 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 APPENDIX 1 Participating abatement Plaintiff Weighted Subdivision Participating Subdivision County Subdivision Allcation Classification Percentage Percentage Percentage City Rohnert Park Sonoma 0.041% 0.0340759% City Santa Rosa Sonoma 0.184% 0.1519070% City Sonoma Sonoma 0.022% 0.0183438% City Windsor Sonoma 0.016% 0.0129298% County Stanislaus County Stanislaus 1.722% 1.4182273% City Ceres Stanislaus 0.041% 0.0340260% City Modesto Stanislaus 0.217% 0.1788759% City Newman Stanislaus 0.006% 0.0046964% City Oakdale Stanislaus 0.018% 0.0145531% City Patterson Stanislaus 0.015% 0.0126590% Cit 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 Count 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 APPENDIX 1 Participating Abatement Plaintiff Weighted Subdivision Participating Subdivision County Percentage Subdivision Allcation Classification Percentage Percentage City Oxnard Ventura 0.156% 0.190% 0.1617338% City Port Hueneme Ventura 0.021% 0.0174145% City San Buenaventura(Ventura) Ventura 0.085% 0.0702181% City Santa Paula Ventura 0.014% 0.0119072% City Simi Valley Ventura 0.065% 0.0533043% City Thousand Oaks Ventura 0.022% 0.0179902% County Yolo County Yolo 0.357% 0.437% 0.3713319% City Davis Yolo 0.055% 0.0451747% City West Sacramento Yolo 0.066% 0.0544321% City Woodland Yolo 0.058% 0.0477904% County Yuba County Yuba 0.214% 0.262% 0.2225679% City Marysville Yuba 0.014% 0.0112079% 15 of 15 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 paid or incurred(i)prior to July 21,2021 in litigation against any Opioid Defendant and/or(ii) in negotiating and drafting this CA Janssen Allocation Agreement. 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 X and Exhibit R of the Distributor Settlement Agreement or Section XI and Exhibit R of the Janssen 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 a National Opioid Settlement with Distributors,Johnson& Johnson, and others. b) Claims Procedure. i. If a Plaintiff Subdivision is eligible to seek reimbursement of Costs, in whole or in part, from funds available under 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 1 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 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 VI.B.2 of the Janssen Agreement. vii. A member of the Plaintiff Subdivision Committee, which is a CA Participating Subdivision,will submit to the Settlement Fund Administrator and Janssen a report 2 of the fees and expenses incurred by the Special Master pursuant to Section VI.B.2 of the Janssen Agreement. c) Claims Priority and Limitation. i. 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 Distributor Settlement Agreement and the Janssen Settlement Agreement be used to pay Costs. d) Collateral Source Payments and Third-Party Settlement. i. 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. 3 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. 4 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 Janssen 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 Janssen Settlement Agreement. Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Janssen Settlement Agreement and CA Janssen Allocation Agreement,as well as any other limitations imposed by law, use funds that it receives from the Janssen 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 Distributors Settlement. [COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Janssen 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 Janssen 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 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) CITY OF GRAND TERRACE ) I Debra L. Thomas, City Clerk of the CITY OF GRAND TERRACE, CALIFORNIA, DO HEREBY CERTIFY that the foregoing Resolution, being Resolution No. 2021-43 was duly passed, approved and adopted by the City Council, approved and signed by the Mayor, and attested by the City Clerk, at the regular meeting of said City Council held on the 14t" day of December 2021, and that the same was passed and adopted by the following vote: AYES: Council Members Allen, Wilson; Mayor Pro Tern Hussey, Mayor McNaboe NOES: None. ABSENT: Council Member Robles ABSTAIN: None. Executed this 15t" day of December 2021, at Grand Terrace, California. Debra L. Thomas City Clerk